Charter

APPROVED by the annual general meeting of shareholders on June 18, 2013
PROTOCOL No. 18-06/13 dated June 21, 2013

CHARTER OF THE OPEN JOINT-STOCK COMPANY
"GURYEVSKY METALLURGICAL PLANT"
(edition No. 3) 2013

1. GENERAL PROVISIONS

1.1. The Open Joint-Stock Company "Guryevsky Metallurgical Plant" (hereinafter referred to as the Company) was established in accordance with the decree of the President of the Russian Federation dated July 1, 1992, No. 721.

1.2. The full corporate name of the Company in Russian is: Open Joint-Stock Company "Guryevsky Metallurgical Plant".

1.3. The abbreviated corporate name of the Company in Russian is: OJSC "GMZ".

1.4. The location of the Company: Russian Federation, Kemerovo Region, 652780, Guryevsk, Y. Gagarin Street, 1.

1.5. The Company is established for an indefinite period.

2. LEGAL STATUS OF THE COMPANY

2.1. The legal status of the Company is determined by the Civil Code of the Russian Federation, the Federal Law "On Joint-Stock Companies", other regulatory legal acts, as well as this Charter.

2.2. The Company is a legal entity in accordance with the legislation of the Russian Federation.

2.3. The Company has separate property owned by it, which is accounted for on its independent balance sheet. It may acquire and exercise property and personal non-property rights, fulfill obligations, act as a plaintiff and defendant in court on its own behalf.

2.4. The Company is entitled to open bank accounts both within the territory of the Russian Federation and abroad in the prescribed manner.

2.5. The Company is liable for its obligations with all of its property.

The Company is not liable for the obligations of its shareholders.

Shareholders are not liable for the obligations of the Company, except as provided by the legislation of the Russian Federation.

Shareholders are entitled to alienate their shares without the consent of other shareholders and the Company.

Shareholders bear the risk of losses associated with the activities of the Company within the value of their shares.

2.6. The Company has a round seal containing its full corporate name in Russian and an indication of its location.

The Company may have stamps and forms with its corporate name, its own emblem, as well as a trademark registered in the prescribed manner and other means of visual identification.

2.7. The Company has civil rights and obligations necessary for the conduct of any activities not prohibited by law.

2.8. The Company may establish branches and open representative offices both within the territory of the Russian Federation and abroad.

2.9. Branches and representative offices of the Company are not legal entities and act on behalf of the Company based on the provisions approved by the Company.

Branches and representative offices of the Company are endowed with property, which is accounted for both on their separate balance sheets and on the balance sheet of the Company.

The heads of branches and representative offices are appointed and dismissed by the General Director of the Company with the consent of the Board of Directors of the Company and act on the basis of a power of attorney.

The Company is liable for the activities of its branch and representative office.

2.10. The Company may have subsidiaries and dependent companies within the territory of the Russian Federation, established in accordance with the legislation of the Russian Federation, and outside the territory of the Russian Federation — in accordance with the legislation of a foreign state at the location of the subsidiary and dependent company, unless otherwise provided by an international treaty of the Russian Federation.

3. OBJECTIVE AND TYPES OF ACTIVITIES

3.1. The main objective of the Company's activities is to generate profit.

3.2. To generate profit, the Company is entitled to engage in any types of activities not prohibited by the legislation of the Russian Federation, including:

— manufacturing: steel smelting, production of rolled products, grinding ball manufacturing, cast iron casting;

— provision of construction and repair services for own needs and third-party customers;

— commercial: material and technical supply, sales, contractual and legal work, transportation and economic support, trade in food and industrial goods, including automobiles, motorcycles, and other means of transportation;

— activities related to social security and workforce development;

— foreign economic activity in accordance with the legislation;

— other types of activities not prohibited by the legislation of the Russian Federation.

3.3. The Company may engage in certain types of activities, the list of which is determined by the legislation of the Russian Federation, only on the basis of a special permit (license).

The right of the Company to engage in activities for which a license is required arises from the moment of obtaining such license or within the period specified therein and expires upon the expiration of its term, unless otherwise provided by the legislation of the Russian Federation.

4. AUTHORIZED CAPITAL OF THE COMPANY

4.1. The authorized capital of the Company consists of the nominal value of the Company's shares acquired by the shareholders (placed shares). The authorized capital of the Company amounts to 301,489 (three hundred one thousand four hundred eighty-nine) rubles. 4.2. The Company has placed ordinary registered non-documentary shares with the same nominal value of 1.2967046 rubles each, in the amount of 232,504 shares, with a total value of 301,489 (three hundred one thousand four hundred eighty-nine) rubles.

4.3. The authorized capital of the Company may be:

1) increased by increasing the nominal value of shares or placing additional shares;

2) decreased by reducing the nominal value of shares or reducing their total number, including through the acquisition and redemption of part of the placed shares of the Company in accordance with this Charter.

4.4. Increase of the authorized capital of the Company is allowed only after its full payment.

An increase in the authorized capital of the Company for the purpose of covering the losses incurred by the Company or paying overdue accounts payable is not allowed.

4.5. Reduction of the authorized capital of the Company is carried out in the manner provided by the legislation of the Russian Federation and this Charter.

Reduction of the authorized capital of the Company is not allowed if, as a result of such reduction, the size of the authorized capital of the Company becomes less than the minimum size of the authorized capital determined in accordance with the Federal Law "On Joint-Stock Companies" as of the date of submission of documents for state registration of the relevant changes to this Charter, and in cases where, in accordance with the Federal Law "On Joint-Stock Companies", the Company is obliged to reduce its authorized capital, — as of the date of state registration of the Company.

The Company is obliged to reduce its authorized capital in cases provided for by the Federal Law "On Joint-Stock Companies".

4.6. The Company is entitled to place, in addition to the placed shares, 424,000,000 ordinary registered shares with a nominal value of 1.2967046 rubles each, with a total value of 549,802,750 rubles.

The ordinary registered shares declared by the Company for placement represent the rights of their owners as provided for in clause 6.2 of this Charter.

5. SHARES, BONDS, AND OTHER SECURITIES OF THE COMPANY

5.1. The Company issues ordinary shares and is entitled to issue one or more types of preferred shares, bonds, and other securities in accordance with the legislation of the Russian Federation.

5.2. Conversion of ordinary shares into preferred shares, bonds, and other securities is not allowed.

5.3. The placement of the Company's shares and other securities convertible into shares is carried out in accordance with the legislation of the Russian Federation.

5.4. The Company is entitled to place additional shares and other emission securities through distribution among the shareholders of the Company, subscription, and conversion.

5.5. Shareholders of the Company have a preferential right to acquire additional shares and emission securities convertible into shares offered through an open subscription, in a quantity proportional to the number of ordinary shares of this category (type) owned by them.

5.6. If, when exercising the preferential right to acquire additional shares, as well as in the case of consolidating shares, the acquisition of a whole number of shares by a shareholder is impossible, fractional shares are formed.

A fractional share grants the shareholder — its owner the rights granted by a share of the corresponding category (type) to the extent corresponding to the part of the whole share it represents.

Fractional shares are treated on par with whole shares. In case one person acquires two or more fractional shares of the same category (type), these shares form one whole and (or) fractional share equal to the sum of these fractional shares.

5.7. Payment for additional shares placed through subscription may be made in cash, securities, other assets or property rights, or other rights with monetary value.

The form of payment for additional shares is determined by the decision on their placement.

Payment for other emission securities may be made only in cash.

6. SHAREHOLDERS' RIGHTS OF THE COMPANY

6.1. A shareholder of the Company is a person who owns shares of the Company on the grounds provided for by the legislation of the Russian Federation and this Charter.

6.2. Each ordinary registered share of the Company grants the shareholder — its owner an equal amount of rights. Shareholders — owners of ordinary registered shares of the Company have the right to:

1) participate personally or through representatives in the General Meeting of Shareholders of the Company with the right to vote on all matters within its competence;

2) submit proposals to the agenda of the General Meeting of Shareholders of the Company in the manner provided by the legislation of the Russian Federation and this Charter;

3) receive information about the activities of the Company and familiarize themselves with the documents of the Company in accordance with Article 91 of the Federal Law "On Joint-Stock Companies," other regulatory legal acts of the Russian Federation, and this Charter;

4) receive dividends declared by the Company;

5) preferential acquisition of additional shares placed through an open subscription and emission securities convertible into shares, in a quantity proportional to the number of ordinary shares they own;

6) in case of liquidation of the Company, receive a part of its assets;

7) exercise other rights provided for by the legislation of the Russian Federation and this Charter.

7. DIVIDENDS

7.1. The Company is entitled to make decisions (declare) on the payment of dividends on issued shares based on the results of the first quarter, half-year, nine months of the financial year, and/or at the end of the financial year. The decision on the payment (declaration) of dividends based on the results of the first quarter, half-year, and nine months of the financial year may be made within three months after the end of the respective period.

The procedure and timing of dividend payments by the Company are determined by the Federal Law "On Joint-Stock Companies."

7.2. The Company is not entitled to pay declared dividends on shares:

1) if on the payment date the Company meets the signs of insolvency (bankruptcy) in accordance with the legislation of the Russian Federation on insolvency (bankruptcy), or if such signs appear at the Company as a result of dividend payments;

2) if on the payment date the net asset value of the Company is less than the sum of its authorized capital, reserve fund, and the excess over the nominal value of the liquidation value of the issued preferred shares determined by the Company's Charter, or becomes less than this amount as a result of dividend payments;

3) in other cases provided for by the legislation of the Russian Federation.

Upon termination of the circumstances specified in this paragraph, the Company is obliged to pay declared dividends to the shareholders.

7.3. Decisions on the declaration and payment of dividends, including decisions on the amount of the dividend and its form of payment for shares of each category (type), are made by the General Meeting of Shareholders of the Company. The amount of dividends cannot exceed the amount recommended by the Board of Directors of the Company.

7.4. The Company is not entitled to make a decision (declare) on the payment of dividends on shares:

1) until the full payment of the entire authorized capital of the Company;

2) until the Company repurchases all shares that must be repurchased in accordance with Article 76 of the Federal Law "On Joint-Stock Companies";

3) if on the day of making such a decision the Company meets the signs of insolvency (bankruptcy) in accordance with the legislation of the Russian Federation on insolvency (bankruptcy), or if such signs appear at the Company as a result of dividend payments;

4) if on the day of making such a decision the net asset value of the Company is less than its authorized capital, reserve fund, and the excess over the nominal value of the liquidation value of the issued preferred shares determined by the Charter, or becomes less than their size as a result of making such a decision;

5) in other cases provided for by the legislation of the Russian Federation.

7.5. Dividends are paid out of the net profit of the Company.

8. COMPANY FUNDS

8.1. The Company establishes a Reserve Fund in the amount of 15,075 (Fifteen thousand seventy-five) rubles.

The size of mandatory annual contributions to the Reserve Fund of the Company is at least 5 (Five) percent of the net profit of the Company until the Reserve Fund reaches the established size.

8.2. The Reserve Fund of the Company is intended to cover the losses of the Company, as well as to redeem the Company's bonds and repurchase the Company's shares in the absence of other funds.

The Reserve Fund of the Company cannot be used for other purposes.

8.3. The Company is entitled, in accordance with the requirements of the legislation of the Russian Federation, to establish other funds to ensure its financial and economic activities as a subject of civil turnover.

9. GOVERNANCE AND CONTROL BODIES OF THE COMPANY

9.1. The governing bodies of the Company are:

1) General Meeting of Shareholders;

2) Board of Directors;

3) Chief Executive Officer;

4) collegial executive body of the Company - the Management Board.

9.2. The control body over the financial and economic activities of the Company is the Audit Commission of the Company.

10. GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY

10.1. The General Meeting of Shareholders is the highest governing body of the Company.

The annual General Meeting of Shareholders is held no earlier than two months and no later than six months after the end of the financial year.

At the annual General Meeting of Shareholders, the following issues are mandatory: the election of the Board of Directors, the Audit Commission, the approval of the Company's Auditor, the approval of the annual report of the Company submitted by the Board of Directors, the annual financial statements, including profit and loss statements (income statements) of the Company, as well as the distribution of profits (including the payment (declaration) of dividends, excluding the profit distributed as dividends based on the results of the first quarter, half-year, nine months of the financial year), and losses of the Company at the end of the financial year.

10.2. The competence of the General Meeting of Shareholders includes the following issues:

1) amending and supplementing the Charter of the Company or approving a new version of the Charter of the Company;

2) reorganization of the Company;

3) liquidation of the Company, appointment of a liquidation commission, and approval of interim and final liquidation balances;

4) determining the quantity, nominal value, category (type) of issued shares and the rights granted by these shares;

5) increasing the authorized capital of the Company by increasing the nominal value of shares;

6) decreasing the authorized capital of the Company by reducing the nominal value of shares, by repurchasing a part of the Company's shares to reduce their total quantity, as well as by redeeming the purchased or repurchased shares of the Company;

7) stock split and consolidation of the Company's shares;

8) making a decision on the placement by the Company of bonds convertible into shares, and other securities convertible into shares;

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

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

11) approval of the Auditor of the Company;

12) approval of annual reports, annual financial statements, as well as the distribution of profits (including the payment (declaration) of dividends, excluding the profit distributed as dividends based on the results of the first quarter, half-year, nine months of the financial year) and losses of the Company at the end of the financial year;

13) payment (declaration) of dividends based on the results of the first quarter, half-year, nine months of the financial year;

14) determining the procedure for conducting the General Meeting of Shareholders;

15) making decisions on approving transactions in cases provided for by Article 83 of the Federal Law "On Joint-Stock Companies";

16) making decisions on approving major transactions in cases provided for by Article 79 of the Federal Law "On Joint-Stock Companies";

17) making a decision on participation in holding companies, financial-industrial groups, associations, and other associations of commercial organizations;

18) approval of internal documents regulating the activities of the Company's bodies;

19) making a decision on the payment of remuneration and/or compensation to members of the Audit Commission;

20) making a decision on the payment of remuneration and/or compensation to members of the Board of Directors;

21) determining the quantitative composition of the Management Board, election of members of the Management Board and early termination of their powers;

22) formation of a sole executive body, early termination of its powers;

23) making a decision on transferring the powers of the sole executive body of the Company to a management organization or manager;

24) making decisions on addressing a statement, on delisting the Company's shares and/or securities convertible into its shares;

25) decision on other matters provided for by the Federal Law "On Joint Stock Companies".

10.3. Issues within the competence of the general meeting of shareholders cannot be delegated to the executive body of the company for decision.

Issues within the competence of the general meeting of shareholders cannot be delegated to the Board of Directors of the company, except for issues provided for by this Charter and the Federal Law "On Joint Stock Companies".

The general meeting of shareholders is not entitled to consider and make decisions on issues not within its competence under this Charter and the Federal Law "On Joint Stock Companies".

10.4. A decision of the General Meeting of Shareholders on a question put to a vote is adopted by a majority of votes of the shareholders - owners of voting shares of the Company participating in the General Meeting of Shareholders, unless otherwise provided by the Federal Law "On Joint Stock Companies".

10.5. Decisions of the General Meeting of Shareholders are adopted by a majority of three quarters of the votes of the shareholders - owners of voting shares of the Company participating in the General Meeting of Shareholders of the Company, on the following issues:

1) amending and supplementing the Company's Charter or approving the Company's Charter in a new edition;

2) reorganization of the Company;

3) liquidation of the Company, appointment of a liquidation commission and approval of interim and final liquidation balance sheets;

4) determining the number, nominal value, category (type) of declared shares and rights conferred by these shares;

5) making decisions on approving a major transaction, the subject of which is property, the value of which constitutes more than 50 (fifty) percent of the balance sheet value of the Company's assets;

6) making decisions on addressing a statement, on delisting the Company's shares and/or securities convertible into its shares.

10.6. A decision on the issue referred to in clause 24 of clause 10.2 of the Charter shall enter into force provided that the total number of shares for which claims for redemption have been filed does not exceed the number of shares that can be repurchased by the Company, taking into account the restriction established by clause 5 of Article 76 of the Federal Law "On Joint Stock Companies".

10.7. A decision to approve a transaction in which there is an interested party in accordance with Article 81 of the Federal Law "On Joint Stock Companies" is made by the General Meeting of Shareholders by a majority of votes of all shareholders not interested in the transaction - owners of voting shares.

10.8. A decision on the issues referred to in paragraphs 2, 5, 7, 15 - 19 of clause 10.2 of Article 10 of this Charter is made by the general meeting of shareholders only on the proposal of the Board of Directors of the company.

10.9. The general meeting of shareholders is not entitled to make decisions on issues not included in the agenda of the General Meeting of Shareholders, as well as to amend the agenda.

10.10. Voting at the General Meeting of Shareholders is carried out on the principle of "one voting share - one vote", except for cumulative voting on the issue of electing members of the Board of Directors.

When cumulative voting, the number of votes belonging to each shareholder is multiplied by the number of persons to be elected to the Board of Directors, and the shareholder has the right to cast the votes obtained in this way either entirely for one candidate or distribute them among two or more candidates.

Candidates who have received the highest number of votes are elected to the Board of Directors.

10.11. The functions of the chairperson at the General Meeting of Shareholders are carried out by the General Director of the Company or one of the members of the Board of Directors of the company by decision of the Board of Directors of the company. If the members of the board of directors are absent or refuse to preside, the meeting elects a chairman from among the attending shareholders.

11. CONDUCTING GENERAL SHAREHOLDERS' MEETING IN THE FORM OF JOINT ATTENDANCE

11.1. The general meeting of shareholders is conducted in the form of joint attendance of shareholders (representatives of shareholders) to discuss the agenda items and make decisions on the issues put to the vote.

Decisions of the General Meeting of Shareholders may be adopted by absentee voting in accordance with Section 12 of this Charter.

11.2. The list of persons entitled to participate in the General Meeting of Shareholders is compiled based on the data of the Company's shareholder register.

The date of compiling the list of persons entitled to participate in the General Meeting of Shareholders may not be set earlier than the date of the decision to hold the General Meeting of Shareholders and more than 50 (fifty) days before the date of holding the General Meeting of Shareholders, except for the case provided for in paragraph 14.9 of this Charter. In the event of a general meeting of shareholders, in determining the quorum and voting, ballots received by the Company in accordance with the second paragraph of clause 1 of article 58 of the Federal Law "On Joint-Stock Companies" are used, the date of compiling the list of persons entitled to participate in the general meeting of shareholders is set no later than 35 days before the date of the general meeting of shareholders.

11.3. Notice of the holding of a general meeting of shareholders must be made no later than 30 days before the date of its holding, and the notice of the holding of a general meeting of shareholders, the agenda of which contains a question of the reorganization of the Company, must be made no later than 40 days before the date of its holding.

In cases provided for by clauses 2 and 8 of article 53 of the Federal Law "On Joint-Stock Companies," notice of the holding of an extraordinary general meeting of shareholders must be made no later than 70 days before the day of its holding.

11.4. Within the deadlines specified in paragraph 11.3, notice of the holding of the General Meeting of Shareholders must be sent to each person specified in the list of persons entitled to participate in the General Meeting of Shareholders, by registered mail, or handed over to the specified person against signature, or posted on the Company's website www.gurmz.com on the Internet.

The method of notifying persons entitled to participate in the general meeting of shareholders of the holding of the general meeting of shareholders of the Company is determined by the Board of Directors of the Company.

The Company has the right to additionally inform shareholders about the holding of a general meeting of shareholders through other mass media (television, radio).

11.5. Voting Ballots

Voting ballots for agenda items shall be sent by registered mail to the address specified in the shareholders' register, or handed over against signature to the person listed as having the right to participate in the General Meeting of Shareholders, no later than 20 (twenty) days before the meeting.

The voting ballot must be sent by regular or registered mail, or handed over against signature to each person listed as having the right to participate in the General Meeting of Shareholders, no later than 20 days before the meeting.

The method of providing voting ballots to persons entitled to participate in the General Meeting of Shareholders is determined by the Board of Directors of the Company.

Delivery of the voting ballot against signature is carried out at the location of the Company. Distribution of voting ballots for the general meeting of shareholders begins on the date determined by the Board of Directors.

If a shareholder cannot attend the company to receive the voting ballot for the general meeting of shareholders, they may submit a request to the Company via mail, telegram, or email at info@gurmz.com.

The request must include the name (title) of the shareholder submitting it, the number and category (type) of shares owned by them, and must be signed by the shareholder. Upon receipt of the request, the Company sends the shareholder the voting ballot for the general meeting of shareholders by mail or email.

A shareholder has the right to submit a request to the Company for voting ballots to be sent to them by mail for all general meetings of shareholders. Upon receipt of such a request, the Company sends the shareholder voting ballots for all subsequent general meetings by mail.

The date of providing the voting ballot to the person entitled to participate in the general meeting of shareholders, depending on the method determined by the Board of Directors for providing the voting ballots, is:

- if the voting ballots are provided by regular or registered mail, the date of sending the voting ballot by mail;

- or, if the voting ballots are provided by hand delivery, the date on which the distribution of the voting ballots to persons entitled to participate in the general meeting of shareholders begins, and if such date is not determined by the Board of Directors, then the date is 30 days before the date of the general meeting of shareholders.

At the discretion of the Board of Directors, in addition to other means, the voting ballot may be made available to persons entitled to participate in the general meeting of shareholders by posting it on the Company's website in the information and telecommunications network "Internet" within the period provided by law or by providing it to persons entitled to participate in the general meeting of shareholders simultaneously with the notice of the general meeting of shareholders through the same print publication in which the notice is published.

11.6. Information Availability

Information (materials) on agenda items of the General Meeting of Shareholders must be made available to persons entitled to participate in the General Meeting of Shareholders within 20 (twenty) days, and in the event of holding the General Meeting of Shareholders, the agenda of which contains a question of the reorganization of the Company, within 30 (thirty) days before the General Meeting of Shareholders, for review at the premises of the executive body of the Company and other places, the addresses of which are indicated in the notice of the General Meeting of Shareholders. The said information (materials) must be made available to persons participating in the General Meeting of Shareholders during its conduct.

11.7. Participation Right

The right to participate in the General Meeting of Shareholders is exercised by a shareholder both personally and through their representative.

If the company's share is jointly owned by several persons, they are provided with one copy of the voting ballot for all issues, or one copy of two or more voting ballots for different issues. The voting rights at the General Meeting of Shareholders are exercised at their discretion by one of the joint owners or their common representative.

11.8. Participation and Quorum

The rights of each of the mentioned individuals must be duly formalized.

During the General Meeting of Shareholders held in the form of joint presence, individuals listed in the list of persons entitled to participate in the General Meeting of Shareholders may either attend such a meeting or send completed ballots to the Company.

The General Meeting of Shareholders is deemed valid (has a quorum) if it is attended by shareholders collectively holding more than half of the votes of the placed voting shares of the Company.

Shareholders registered to participate in the General Meeting and shareholders whose ballots are received no later than two days before the date of the General Meeting of Shareholders are considered to have participated in the General Meeting of Shareholders.

11.10. Repeat Meetings

In the absence of a quorum for the annual General Meeting of Shareholders, the General Meeting of Shareholders with the same agenda must be reconvened. In the absence of a quorum for an extraordinary General Meeting of Shareholders, a repeat General Meeting of Shareholders with the same agenda may be held.

The decision on the repeat convening of the General Meeting of Shareholders is made by the Board of Directors.

A repeat General Meeting of Shareholders convened in place of the failed one is valid if attended by shareholders collectively holding no less than 30 percent of the votes of the placed voting shares of the company.

When a repeat General Meeting of Shareholders is held less than 40 (forty) days after the failed General Meeting of Shareholders, the persons entitled to participate in the General Meeting of Shareholders are determined in accordance with the list of persons entitled to participate in the failed General Meeting of Shareholders.

11.11. Minutes

The minutes of the General Meeting of Shareholders are drawn up no later than 15 (fifteen) days after the closure of the General Meeting of Shareholders in two copies. Both copies are signed by the chairman of the General Meeting of Shareholders and the secretary of the General Meeting of Shareholders.

11.12. Decisions and Voting Results

Decisions adopted by the General Meeting of Shareholders, as well as the voting results, are announced at the General Meeting of Shareholders during which the voting took place.

12. Conducting General Shareholders Meeting by Absentee Voting

12.1. The decisions of the General Shareholders Meeting may be made without holding a meeting (joint presence of shareholders to discuss agenda items and make decisions on matters put to a vote) by conducting absentee voting.

Voting on agenda items of the General Shareholders Meeting conducted by absentee voting shall be carried out only by voting ballots.

12.2. The General Shareholders Meeting, the agenda of which includes questions regarding the election of the Board of Directors, the Audit Committee, the approval of the Company's Auditor, as well as questions provided for in subparagraph 13 of clause 10.2 of this Charter, cannot be held in the form of absentee voting.

A new General Shareholders Meeting cannot be conducted by absentee voting instead of a failed General Shareholders Meeting that was supposed to be held by joint presence.

12.3. The General Shareholders Meeting conducted by absentee voting is legitimate (has a quorum) if it is attended by shareholders who, together, possess more than half of the votes of the outstanding voting shares of the Company.

Shareholders who have participated in the General Shareholders Meeting conducted by absentee voting are considered those whose ballots were received by the date specified therein as the deadline for receiving ballots by the Company.

12.4. The minutes of the General Shareholders Meeting shall be drawn up no later than three working days after the closure of the general meeting of shareholders in two copies. Both copies are signed by the Chairman of the General Shareholders Meeting and the Secretary of the General Shareholders Meeting.

12.5. Decisions made by the General Shareholders Meeting, as well as the voting results, shall be communicated to the persons included in the list of persons entitled to participate in the General Shareholders Meeting no later than 10 (ten) days after the minutes of the voting results are drawn up in the form of a voting results report in the manner provided for the notice of the general meeting of shareholders.

13. Proposals for the Agenda of the Annual General Shareholders Meeting

13.1. Shareholders (shareholder) of the Company, collectively owning not less than 2 (two) percent of the voting shares of the Company, no later than 60 (sixty) days after the end of the financial year, have the right to propose agenda items for the annual General Shareholders Meeting and nominate candidates to the Board of Directors and the Audit Committee, the number of which cannot exceed the quantitative composition of the respective body.

13.2. Proposals for agenda items of the General Shareholders Meeting and proposals for nomination of candidates shall be submitted in writing indicating the names (titles) of the shareholders (shareholder) submitting them, the number and category (type) of their shares, and must be signed by the shareholders (shareholder).

13.3. A proposal for agenda items of the General Shareholders Meeting must contain the wording of each proposed item, and a proposal for the nomination of candidates must include the surname, first name, patronymic of each proposed candidate, the name of the body for which he is proposed for election.

13.4. The Board of Directors must consider the proposals received and make a decision on their inclusion in the agenda of the General Shareholders Meeting or on refusal to include them in the said agenda no later than 5 (five) days after the deadline specified in clause 13.1 of this section.

13.5. The Board of Directors has the right to refuse inclusion in the agenda of the General Shareholders Meeting of questions submitted by the shareholder(s), as well as inclusion of nominated candidates in the list of candidates for voting on elections to the respective body of the Company, based on the grounds provided for by the Federal Law "On Joint-Stock Companies" and other regulatory legal acts of the Russian Federation.

13.6. The reasoned decision of the Board of Directors on refusal to include a question in the agenda of the General Shareholders Meeting or a candidate in the list of candidates for voting on elections to the respective body of the Company shall be communicated to the shareholder(s) who submitted the question or nominated the candidate no later than 3 (three) days from the date of its adoption.

13.7. The Board of Directors is not entitled to amend the wordings of questions proposed for inclusion in the agenda of the General Shareholders Meeting and (if any) the wordings of decisions on such questions. In addition to the questions proposed for inclusion in the agenda of the General Shareholders Meeting by the shareholders, and in case of absence of such proposals, absence or insufficient number of candidates proposed by the shareholders to form the respective body, the Board of Directors may include in the agenda of the General Shareholders Meeting questions or candidates in the list of candidates at its discretion.

14. CONVENING AN EXTRAORDINARY GENERAL SHAREHOLDERS MEETING

14.1. General Shareholders Meetings held in addition to the annual meeting are extraordinary.

14.2. An extraordinary General Shareholders Meeting is convened at the initiative of the Board of Directors, upon the request of the Audit Committee, the Company's Auditor, or a shareholder (shareholders) owning not less than 10 (ten) percent of the voting shares of the Company as of the date of submitting the request.

14.3. The convening of an extraordinary General Shareholders Meeting at the request of the Company's Audit Committee, the Company's Auditor, or shareholders (shareholder) owning not less than 10 (ten) percent of the voting shares of the Company is carried out by the Board of Directors.

Such General Shareholders Meeting must be held within 40 (forty) days from the date of submission of the request to convene an extraordinary General Shareholders Meeting, except as provided in clause 14.9 of this Articles of Association.

14.4. The request to convene an extraordinary General Shareholders Meeting must specify the issues to be included in the agenda of the meeting.

Persons (person) demanding the convening of an extraordinary General Shareholders Meeting have the right to submit a draft resolution of the extraordinary General Shareholders Meeting, a proposal on the form of holding the General Shareholders Meeting. If the request to convene an extraordinary General Shareholders Meeting contains a proposal to nominate candidates, the relevant provisions of section 13 of these Articles of Association shall apply to such proposal.

The Board of Directors is not entitled to amend the wordings of agenda items, the wordings of decisions on such items, and to change the proposed form of holding the extraordinary General Shareholders Meeting convened at the request of the Company's Audit Committee, the Company's Auditor, or shareholders (shareholder) owning not less than 10 (ten) percent of the voting shares of the Company.

14.5. If the request to convene an extraordinary General Shareholders Meeting originates from a shareholder (shareholders), it must specify the surname, first name, patronymic (name) of the shareholder (shareholders) demanding the convening of the meeting, indicating the number, category (type) of shares owned by them.

The request to convene an extraordinary General Shareholders Meeting is signed by the person (persons) demanding the convening of the extraordinary General Shareholders Meeting.

14.6. Within 5 (five) days from the date of submission of the request by the Company's Audit Committee, the Company's Auditor, or a shareholder (shareholders) owning not less than 10 (ten) percent of the voting shares of the Company, for the convening of an extraordinary General Shareholders Meeting, the Board of Directors shall make a decision to convene or refuse to convene an extraordinary General Shareholders Meeting.

14.7. The decision of the Board of Directors to convene an extraordinary General Shareholders Meeting or a reasoned decision to refuse to convene it shall be communicated to the persons demanding its convening no later than 3 (three) days from the date of its adoption.

14.8. If, within the period specified in clause 14.6 of this section of these Articles of Association, the Board of Directors has not made a decision to convene an extraordinary General Shareholders Meeting or has made a decision to refuse to convene it, the extraordinary General Shareholders Meeting may be convened by the bodies and persons demanding its convening. In this case, the bodies and persons convening the extraordinary General Shareholders Meeting shall have the powers provided for by the Federal Law "On Joint-Stock Companies" and these Articles of Association necessary for convening and holding the General Shareholders Meeting.

14.9. If the proposed agenda of the extraordinary General Shareholders Meeting includes a question regarding the election of members of the Board of Directors:

14.9.1. The General Shareholders Meeting must be held within 70 (seventy) days from the date of submission of the request to convene an extraordinary General Shareholders Meeting.

14.9.2. Shareholders (shareholder) of the Company, collectively owning not less than 2 (two) percent of the voting shares of the Company, have the right to nominate candidates for election to the Board of Directors, the number of which cannot exceed the quantitative composition of the Board of Directors.

Such proposals must be submitted to the Company no later than 30 (thirty) days before the date of the extraordinary General Shareholders Meeting.

The Board of Directors must consider the proposals received and make decisions on their inclusion in the agenda of the extraordinary General Shareholders Meeting or on refusal to include them in the said agenda no later than 5 (five) days after the deadline specified in the second paragraph of this subparagraph.

15. BOARD OF DIRECTORS

15.1. The Board of Directors manages the overall activities of the Company, except for decisions falling within the competence of the General Shareholders Meeting according to the Federal Law "On Joint-Stock Companies."

The competence of the Board of Directors includes the following issues:

1) Determining the priority areas of the Company's activities;

2) Convening annual and extraordinary General Shareholders Meetings, except in cases provided for in clause 14.8 of section 14 of these Articles of Association, as well as announcing the date of holding a new General Shareholders Meeting to replace the one that did not take place due to lack of quorum;

3) Approving the agenda of the General Shareholders Meeting;

4) Increasing the Company's authorized capital by issuing additional shares within the amount and categories (types) of declared shares;

5) Determining the date of compiling the list of persons entitled to participate in the General Shareholders Meeting, resolving other issues related to the preparation and holding of the General Shareholders Meeting;

6) Placing additional shares of the Company, into which the privileged shares of a certain type placed by the Company are converted, convertible into ordinary shares, or privileged shares of other types, if such placement is not related to an increase in the company's authorized capital, as well as placing bonds or other securities by the Company, except for shares;

7) Approving decisions on the issuance of securities, prospectus of securities issue, and report on the results of securities issue, approving reports on the results of share buyback by the Company;

8) Determining the price (monetary valuation) of property, placement price or procedure for its determination, and redemption price of securities in cases provided for by the Federal Law "On Joint-Stock Companies";

9) Acquiring shares, bonds, and other securities placed by the Company in cases provided for by the Federal Law "On Joint-Stock Companies";

10) Disposing of (selling) shares of the Company received by the Company as a result of their acquisition or buyback from the Company's shareholders;

11) Approving the terms of the contract concluded with the sole executive body, determining the person authorized to sign the contract on behalf of the Company with the sole executive body;

12) Recommending to the General Shareholders Meeting the amount of remuneration and compensation payable to members of the Audit Committee and determining the amount of Auditor's fees;

13) Recommending the amount of dividends on shares and the procedure for their payment;

14) Approving the internal documents of the Company defining the procedure for the formation and use of the Company's funds;

15) Making decisions on the use of the Company's funds; approving estimates of fund usage and reviewing the results of fund usage estimates;

16) Approving the internal documents of the Company, except for the internal documents, the approval of which falls within the competence of the General Shareholders Meeting, as well as other internal documents, the approval of which falls within the competence of the executive bodies of the Company;

17) Approving the annual (quarterly) business plan, budget of the Company, and report on the results of the business plan and budget execution of the Company;

18) Establishing branches and opening representative offices of the Company, their liquidation;

19) Approving major transactions in cases provided for by Chapter X of the Federal Law "On Joint-Stock Companies";

20) Approving transactions provided for by Chapter XI of the Federal Law "On Joint-Stock Companies";

21) Approving the Registrar of the Company, the terms of the contract with him, and terminating the contract with him;

22) Electing the Chairman of the Board of Directors and early termination of his powers;

23) Making a decision to suspend the powers of the managing organization (manager);

24) Making a decision to appoint a person performing the duties of the General Director of the Company in cases provided for in clauses 19.14, 19.15 of section 19 of these Articles of Association;

25) Holding the General Director accountable for the activities of the Company (including the performance of his duties), the execution of decisions of the General Shareholders Meeting and the Board of Directors;

26) Determining the directions for ensuring the insurance protection of the Company, including approving the Company's insurer;

27) Approving the candidacy of an independent appraiser (appraisers) to determine the value of shares, property, and other assets of the Company in cases provided for by the Federal Law "On Joint-Stock Companies" and these Articles of Association;

28) Making a decision on application, listing of the company's shares and (or) securities convertible into the company's shares;

29) Other issues within the competence of the Board of Directors according to the Federal Law "On Joint-Stock Companies" and these Articles of Association.

15.2. Issues falling within the competence of the Board of Directors cannot be delegated to the General Director for resolution.

15.3. Members of the Board of Directors, when exercising their rights and performing their duties, must act in the interests of the Company, exercise their rights and perform their duties towards the Company in good faith and reasonably.

15.4. Members of the Board of Directors are liable to the Company for losses caused to the Company by their guilty actions (inactions) in accordance with the legislation of the Russian Federation. At the same time, members of the Board of Directors who voted against a decision that resulted in losses to the Company, or who did not participate in the vote, are not liable.

16. ELECTION OF THE BOARD OF DIRECTORS

16.1. The composition of the Board of Directors is determined to consist of 7 (seven) individuals.

16.2. Members of the Board of Directors are elected at the General Shareholders Meeting for a term until the next annual General Shareholders Meeting.

In case the Board of Directors is elected at an extraordinary General Shareholders Meeting, the members of the Board of Directors are considered elected for a period until the date of the annual General Shareholders Meeting.

If the annual General Shareholders Meeting is not held within the deadlines set forth in clause 11.1 of these Articles of Association, the powers of the Board of Directors shall cease, except for the powers to convene, prepare, and hold the General Shareholders Meeting.

16.3. Only individuals may be members of the Board of Directors.

16.4. Persons elected to the Board of Directors may be re-elected an unlimited number of times.

16.5. By decision of the General Shareholders Meeting, the powers of all members of the Board of Directors may be terminated prematurely.

17. CHAIRMAN OF THE BOARD OF DIRECTORS

17.1. The Chairman of the Board of Directors is elected by the members of the Board of Directors from among their number by a majority vote of the total number of members of the Board of Directors.

The Board of Directors may at any time re-elect its Chairman by a majority vote of the total number of votes of the members of the Board of Directors.

17.2. The Chairman of the Board of Directors organizes the work of the Board of Directors, convenes its meetings, and chairs them, ensuring the keeping of minutes of the meetings.

17.3. In the absence of the Chairman of the Board of Directors of the Company, his functions are exercised by one of the members of the Board of Directors of the Company as decided by the Board of Directors of the Company.

18. MEETINGS OF THE BOARD OF DIRECTORS

18.1. The procedure for convening and holding meetings of the Board of Directors is determined by the Charter of the Company and the Federal Law "On Joint-Stock Companies."

18.2. A meeting of the Board of Directors is convened by the Chairman of the Board of Directors on his own initiative, at the request of a member of the Board of Directors, the Audit Committee, the Auditor, or the General Director.

18.3. At the first meeting of the Board of Directors elected in a new composition, the issue of electing the Chairman of the Board of Directors is mandatory.

18.4. The decision of the Board of Directors may be made by absentee voting (by poll). In case of absentee voting, all members of the Board of Directors are provided with materials on the agenda items and a voting paper with the deadline by which the completed and signed voting paper must be submitted to the Board of Directors.

18.5. A member of the Board of Directors absent from an in-person meeting of the Board of Directors may express his opinion in writing on the agenda items, which is taken into account in determining the presence of a quorum and the voting results.

18.6. The transfer of the right to vote by a member of the Board of Directors to another person, including another member of the Board of Directors, is not allowed.

18.7. The procedure for making decisions by the Board of Directors on matters within its competence is determined by the current legislation of the Russian Federation.

18.8. When deciding issues at a meeting of the Board of Directors, each member of the Board of Directors has one vote. In case of equality of votes when voting, the deciding vote is that of the Chairman of the Board of Directors.

18.9. The quorum for holding a meeting of the Board of Directors is at least half of the number of elected members of the Board of Directors.

In case the number of members of the Board of Directors becomes less than the number constituting the specified quorum, the Board of Directors shall be obliged to make a decision to convene an extraordinary General Shareholders Meeting to elect a new composition of the Board of Directors. The remaining members of the Board of Directors have the right to decide only on the convening of such an extraordinary General Shareholders Meeting. In this case, the quorum for holding a meeting of the Board of Directors is at least half of the number of remaining members of the Board of Directors.

18.10. A protocol is kept at the meeting of the Board of Directors. The protocol of the meeting of the Board of Directors is drawn up and signed no later than 3 (three) days after its holding by the chairman of the meeting, who is responsible for its correctness.

When the Board of Directors makes decisions by absentee voting, the completed voting papers signed by the members of the Board of Directors are kept in the Company.

19. EXECUTIVE BODIES OF THE COMPANY

19.1. The current activities of the Company are managed by the collegial executive body (Management Board) and the sole executive body of the Company (General Director) of the Company.

19.2. The executive bodies are accountable to the Board of Directors of the Company and the General Shareholders Meeting.

19.3. The competence of the executive bodies of the Company includes all matters related to the management of the current activities of the Company, except for matters within the competence of the General Shareholders Meeting or the Board of Directors of the Company.

The executive bodies of the Company organize the implementation of decisions of the General Shareholders Meeting and the Board of Directors of the Company.

19.4. The General Director performs the functions of the Chairman of the Management Board of the Company. The General Director of the Company acts on behalf of the Company without a power of attorney, including:

- manages the current activities of the Company;
- has the right of first signature on financial documents;
- disposes of the property of the Company to ensure its current activities within the limits established by these Articles of Association and the current Russian legislation, within his competence;
- represents the interests of the Company both in the Russian Federation and abroad;
- approves staff, concludes employment contracts with the employees of the Company, applies measures of encouragement and imposes penalties on them;
- enters into transactions on behalf of the Company, within his competence;
- issues powers of attorney on behalf of the Company;
- opens and closes accounts of the Company in banks;
- organizes the accounting and reporting of the Company;
- issues orders and instructions, binding on all employees of the Company;
- organizes the implementation of decisions of the general shareholders meeting, the Board of Directors of the Company;
- performs other functions necessary to achieve the goals of the Company's activities and ensure its normal operation, in accordance with the current legislation and the Charter of the Company, except for the functions assigned by the Federal Law "On Joint-Stock Companies" and the Charter of the Company to other governing bodies of the Company.

19.5. The employment contract on behalf of the Company is signed by the Chairman of the Board of Directors or a person authorized by the Board of Directors.

The terms of the employment contract, including the term of office, are approved by the Board of Directors or a person authorized by the Board of Directors to sign the employment contract on behalf of the Company.

19.6. The Board of Directors has the right to decide to suspend the powers of the General Director or the managing organization or manager.

Simultaneously with the specified decision, the Board of Directors is obliged to make a decision on the formation of a temporary sole executive body of the company and on holding an extraordinary general meeting of shareholders to decide on the early termination of the powers of the General Director or the managing organization (manager) and on the formation of a new sole executive body of the company (director, general director) or on transferring the powers of the sole executive body of the company to the managing organization or the manager.

19.7. Other rights and obligations of the General Director of the Company are determined by the Federal Law "On Joint-Stock Companies," other regulatory legal acts of the Russian Federation, internal documents of the Company, and the contract concluded by the Company with the General Director.

19.8. By the decision of the General Shareholders Meeting, the powers of the sole executive body of the Company may be transferred by contract to a commercial organization (managing organization) or an individual entrepreneur (manager).
In case the powers of the sole executive body are transferred to a managing organization or a manager, the Company acquires civil rights and assumes civil obligations through the managing organization or the manager in accordance with the first paragraph of Article 53 of the Civil Code of the Russian Federation.

19.9. The decision to transfer the powers of the sole executive body of the Company to a managing organization or a manager is made by the general shareholders meeting only upon the proposal of the Board of Directors of the Company.

19.10. The Management Board of the Company operates based on this Charter and the provisions approved by the general meeting of shareholders, which establish the terms, procedure for convening and holding its meetings, decision-making procedure, as well as other issues related to the organization of the management activities of the management board.

The competence of the Management Board of the Company includes the following issues:

- organization of management of the current activities of the Company, including making decisions on the temporary suspension/subsequent resumption of the enterprise's activities, conservation/interruption of conservation of the enterprise's fixed assets;
- ensuring the implementation of plans and decisions of the General Shareholders Meeting and the Board of Directors of the Company;
- development and implementation of the Company's economic policy aimed at increasing profitability and competitiveness;
- issuance of corporate governance acts, except those within the competence of the General Shareholders Meeting and the Board of Directors of the Company;
- development of the organizational, managerial, and production-economic structure of the Company;
- development and implementation of the personnel development program;
- ensuring the creation of favorable and safe working conditions for the employees of the Company, compliance with labor legislation requirements;
- ensuring the development, conclusion, and execution of a collective agreement;
- implementation of measures to ensure the health and safety of workers;
- creating an atmosphere of employee engagement in the effective work of the Company;
- organization of regular consultations with employees when making decisions directly affecting working conditions;
- informing employees about decisions affecting working conditions;
- organization of a system for collecting, processing, and providing reliable information on the financial and material indicators of the Company's activities for making informed management decisions;
- taking necessary measures to protect confidential and insider information;
- organization of the development of the Company's key documents - priority areas of activity and the financial and economic plan of the Company, approved by the Board of Directors of the Company, as well as approval of internal documents of the Company on issues within the competence of the Management Board;
- appointment of the Management Board secretary and termination of his/her powers;
- decision-making on other issues related to the current activities of the Company, submitted for consideration by the Chairman of the Management Board of the Company, the Board of Directors of the Company, or its shareholder owning at least 20 percent of the voting shares of the Company;
- issuance of recommendations to the management bodies of enterprises on issues related to the development and implementation of the common development strategy of the enterprises, including the organization of production-technical, financial, pricing, sales, investment, social, and personnel policies, coordination of the enterprise's activities.

19.11. The number of members of the Management Board is determined by the General Shareholders Meeting.

If the General Shareholders Meeting does not determine the number of members of the Management Board, its composition consists of 3 (three) persons.

The quorum for holding a meeting of the Management Board is at least half of the number of elected members of the Management Board.

19.12. The meetings of the Management Board of the Company are organized by the Chairman of the Management Board of the Company, who signs all documents approved by the Management Board of the Company. The minutes of the meeting of the Management Board of the Company are submitted to the members of the Board of Directors of the Company, the audit committee of the Company, and the auditor of the Company at their request.

In the absence of the Chairman of the Management Board of the Company, his functions are performed by one of the members of the Management Board of the Company by the decision of the Management Board of the Company.

19.13. The transfer of voting rights by a member of the Management Board to another person, including another member of the Management Board, is not allowed.

19.14. Members of the Management Board are elected for an indefinite term. The powers of any member (all members) of the Management Board may be terminated at any time by the General Shareholders Meeting of the Company at the initiative of the Chairman of the Management Board of the Company or at the initiative of a member of the Management Board. The powers of a member of the Management Board are considered terminated from the date determined by the decision of the General Shareholders Meeting of the Company, and if it is not determined, - from the date of the decision of the General Shareholders Meeting.

19.15. The General Director and members of the Management Board of the Company are obliged to disclose information about ownership of the Company's securities, as well as about the sale and/or purchase of the Company's securities.

20. REVISION COMMITTEE AND COMPANY AUDITOR

20.1. To control the financial and economic activities of the Company, the General Meeting of Shareholders elects the Revision Committee for a term until the next annual General Meeting of Shareholders.

If the Revision Committee of the Company is elected at an extraordinary General Meeting of Shareholders, the members of the Revision Committee are considered elected until the date of the annual General Meeting of Shareholders.

The quantitative composition of the Revision Committee is 3 (three) persons.

20.2. By decision of the General Meeting of Shareholders, the powers of all or individual members of the Revision Committee may be terminated prematurely.

20.3. The competence of the Revision Committee includes:

1) verification of the accuracy of the data contained in the annual report, balance sheet, and profit and loss statement of the Company;
2) analysis of the financial condition of the Company, identification of reserves for improving the financial condition of the Company, and development of recommendations for the management bodies of the Company;
3) organization and conduct of audits of the financial and economic activities of the Company, including: audit of the financial, accounting, payment-settlement, and other documentation of the Company related to the implementation of the financial and economic activities of the Company for compliance with the legislation of the Russian Federation, the Charter, and internal documents of the Company;
4) control over the preservation and use of fixed assets;
5) control over compliance with the established procedure for writing off the debts of insolvent debtors of the Company to losses;
6) control over the expenditure of the Company's funds in accordance with the approved business plan and budget of the Company;
7) control over the formation and use of reserve and other special funds of the Company;
8) verification of the correctness and timeliness of the calculation and payment of dividends on the Company's shares, interest on bonds, income from other securities;
9) verification of the implementation of previously issued orders to eliminate violations and shortcomings identified by previous audits;
10) implementation of other actions (measures) related to the audit of the financial and economic activities of the Company.

20.4. All decisions on matters within the competence of the Revision Committee are taken by a simple majority of votes from the total number of its members.

20.5. The Revision Committee is entitled, and in case of serious violations in the financial and economic activities of the Company, is obliged to demand the convening of an extraordinary General Meeting of Shareholders.

20.6. The procedure for the activities of the Revision Committee is determined by an internal document of the Company approved by the General Meeting of Shareholders.

The Revision Committee, in accordance with the decision to conduct an audit, is entitled to involve specialists in the relevant fields of law, economics, finance, accounting, management, economic security, and others, including specialized organizations, to conduct the audit.

20.7. Audit of the financial and economic activities of the Company may be carried out at any time at the initiative of the Revision Committee, the decision of the General Meeting of Shareholders, the Board of Directors, or at the request of a shareholder (shareholders) of the Company owning in aggregate not less than 10 percent of the voting shares of the Company.

20.8. To audit and confirm the annual financial statements of the Company, the General Meeting of Shareholders annually approves the Auditor of the Company.

20.9. The amount of remuneration for the services of the Auditor is determined by the Board of Directors.

20.10. The Company's Auditor carries out an audit of the financial and economic activities of the Company in accordance with the requirements of the legislation of the Russian Federation and based on the contract concluded with it.

20.11. Based on the results of the audit of the financial and economic activities of the Company, the Revision Committee of the Company and the Auditor of the Company prepare a conclusion, which must contain:

1) confirmation of the accuracy of the data contained in the reports and other financial documents of the Company;
2) information on the facts of violation by the Company of the established by the legislation of the Russian Federation procedure for accounting and financial reporting, as well as the requirements of the legislation of the Russian Federation in the implementation by the Company of financial and economic activities.

The procedure and terms for preparing a conclusion based on the results of the audit of the financial and economic activities of the Company are determined by the legislation of the Russian Federation and internal documents of the Company.

21. ACCOUNTING AND FINANCIAL REPORTING OF THE COMPANY

21.1. The Company is obliged to keep accounting records and submit financial statements in the manner prescribed by the legislation of the Russian Federation and this Charter.

21.2. The General Director is responsible for organizing, maintaining the state and accuracy of the accounting records in the Company, timely submission of the annual report and other financial statements to the relevant state authorities, as well as information about the Company's activities provided to the shareholders of the Company, creditors, and the media, in accordance with the legislation of the Russian Federation and this Charter.

21.3. The accuracy of the data contained in the Company's annual report, annual financial statements must be confirmed by the Revision Committee and the Auditor of the Company.

21.4. The annual report, balance sheet, profit and loss statement, distribution of profits and losses of the Company must be preliminarily approved by the Board of Directors no later than 30 (thirty) days before the date of the annual General Meeting of Shareholders.

22. REORGANIZATION AND LIQUIDATION OF THE COMPANY

22.1. The Company may be voluntarily reorganized by way of merger, accession, division, spin-off, and transformation, as well as on the grounds and in the manner determined by the Civil Code of the Russian Federation and federal laws.

22.2. The Company may be liquidated by a court decision or voluntarily in the manner provided by the legislation of the Russian Federation.