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The Charter of LLC "Mendeleevskazot"

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Registered in:                                                                                                           Approved by        

Inspectorate of the Ministry of Taxes and Levies                                                         Extraordinary Meeting of 

of Russian Federation in Mendeleevsk District,                                                          LLC «Mendeleevskazot»      

The Republic of Tatarstan                                                                                     Minute № 5 from the 1st July 2010

The 17th August 2004

 

 

THE CHARTER

OF LIMITED LIABILITY COMPANY «MENDELEEVSKAZOT»

(New edition)

Mendeleevsk, 2010

 

1. General Terms

1.1 This Charter represents a new edition of LLC «Mendeleevskazot» Charter hereinafter referred to as «Company» , which was earlier registered in Inspectorate of the Ministry of Taxes and Levies of Russian Federation in Alabuga District, the republic of Tatarstan with primary state registration number (PSRN): 104 160 3 000 999 from the 17th August 2004.

1.2 Designation of the Company in Russian language:

Full Designation of the Company is – Общество с Ограниченной Ответственностью «Менделеевсказот »

Short designation of the Company is - ООО "Менделеевсказот".                                                                                                                                                     

1.3 In the case of correspondence with foreign business partners only, along with Russian version  it is possible to use English Designation of the company:

Full Designation of the Company – Limited Liability Company «Mendeleevskazot»

Short Designation of the Company – LLC «Mendeleevskazot»

1.4 Location of the Company: Industrial zone, Mendeleevsk, 423650, the Republic of Tatarstan, Russian Federation.

Correspondence address: Industrial zone, Mendeleevsk, p/o box 83, 423650, the Republic of Tatarstan.

1.5 Legal status, rights and responsibilities of the Company members are determined with this Charter in accordance with Civil Code of Russian Federation and Federal Law on «Limited Liability Company» from the 8th February 1998 № 14 - FZ ( hereafter referred to as - «Federal Law»)

1.6 From the moment of State Registration in authorized bodies: the company has solitary property and it incurs liabilities with its property.

1.7 The Company in its own name can buy, exercise the rights and incur obligations, for all necessary kinds of activity, which are not forbidden with laws and are not in the conflict with subject and aim of company activity, which in its way are restricted with Company Charter.

1.8 The Company conducts business in accordance with legislation of Russian Federation and acts of executive regulatory agencies.

1.9 The Company has a round seal with its name, letterhead stamp and blank, emblem, brand mark and another symbols and means of identification, which are registered according to established procedure.

1.10 The Company represents an owner of property, which was given to it as investment or was bought on other terms.

1.11 The Company represents itself as an independent subject.

1.12 A production year of the company begins from the 1st January and lasts to 31st December of the calendar year.

1.13 The Company bears responsibility on its property, though the Company is not liable for its participants.

 

2. Purpose and Scope of Company activities

2.1 The main purpose of the Company is entrepreneurial activity, which is aimed on getting profit in a manner and in terms according to current legislation.

2.2 The Company was founded by charter members for conducting business in the field of production of mineral fertilizers, nitrogen compounds, ammonium nitrate, industrial gases, as well as chemical technology production and other kinds of work, which provide a normal activity of the plant.

The Company has the right to conduct any entrepreneurial activity, which is not forbidden with the Law.

The Company can carry out an activity for purposes of beneficence and social programs which not require a special legal status and state registration.

2.3 The Company can conduct some kinds of activities only according to special permissions (licenses and admissions). The company has the right to conduct such activities only from the moment of getting a license or since the date which is indicated in it.

The Company can conduct only those activities, which are covered with special admission.

 

3. Rights and Responsibilities of the Company.

3.1. According to the subject and main tasks of activity, the Company has the right:

3.1.1. The Company can make deals and juridical acts with plants, organizations, companies, private unlimited companies and individuals as on the territory of Russian Federation so abroad, as well as conclude agreements of purchase/sale, exchange, loan, transportation, storage and cooperation. The Company also has the right to participate in auctions, tenders, competitions and provide guarantees.

3.1.2. The Company can buy, build, take, rent and dispose of all movable and real property.

3.1.3. The Company may represent itself as seller and buyer on agreements with plants, organizations and cooperative societies.

3.1.4. The Company can temporary form scientific, industrial, creative groups and involve specialists on agreements with labor compensations according to covenants of the Parties.

3.1.5. The Company has the right to sell its products and industrial wastes, as well as provide work, services on prices and tariffs according to existing legislation as

3.1.6. The Company, in accordance with the established procedure, can buy any necessary materials: raw materials, equipment, machines and other material values in distributive industries according to centralized allocation of resources based on limits (funds), as well as conduct business activity with cooperatives and individuals, including cash payment.

3.1.7. The Company can conduct an international economic activity in accordance with prescribed procedure.

3.1.8 The Company has the right to act as a founder or member of associations, joint-stock companies, joint ventures, innovative and commercial banks.

3.1.9. The Company can set up accounts in banks as in roubles so in foreign exchanges.

3.1.10. The Company can take credits in banks in accordance with agreements between Parties.

3.1.11. The Company is able to conduct other financial and operational activities, which are not in contradiction with existing legislation and the main scope, aim and purpose of plant activity.

3.1.12. The Company has the right to open branches and representative offices in accordance with the procedures established by Federal Law.

3.1.13 The Company can have allied companies and non-autonomous companies on the rights of

artificial body as on the territory of Russian Federation so outside its national territory, legal status of which is determined by legislation of the country there allied company is located, if it is not prescribed with international agreements of Russian Federation.

3.1.14 The Company can sue and be a defendant (Arbitration court, trial court of general jurisdiction and tribunal of arbitrators), and conclude settlement agreements.

3.2 The Company being an independent economic entity lies under following obligations:

3.2.1 The company should inform appropriate public authorities concerning new addresses and new surnames of company executives, as well as about all changes in constitutional documents.

3.2.2 The Company should guarantee an access to documentation for control and inspection of financial and economic activity, made by official inspection services during normal working days.

3.2.3 The Company should keep all documentation in a proper way according to its activity and seal.

3.2.4 The Company should conduct operational, accounting and statistical recording in accordance with existing legislation and other regulatory legal acts.

The Company bears responsibility for          maintenance of order in maintaining reliable records and accounts.

 

4. Branches and Representative offices of LLC «Mendeleevskazot»

4.1 The Company has non existing Branches and Representative offices.

4.2 The Company can create and open its representative offices in accordance with article 5of Federal Law and existing Charter.

4.3 Creation of branches and representative offices is registered with the help of changes to this Charter, where it written concrete name and location of the branch or office.

4.4 The Company should provide State Registration Authority with an information about all changes in this Charter concerning the branches and representative offices. Declared changes come into effect since the time they are registered at State Registration Authority.

5. The Rights and Responsibilities of the Shareholders.

5.1 A Shareholder of the LLC «Mendeleevskazot» has the right:

-                      to participate in the Company activity according to this Charter and Federal law;

-                      to get information concerning Company activity, study accountant books and other information in accordance with this Charter;

-                      to participate in allocation of profit;

-                      to sell or dispose shares or parts of shares in charter capital to one or some Shareholders of this Company or to other individuals according to this Charter and Federal law.

-                      to withdraw from the Company by means of disposition of share if it is described in this Charter, or demand the Company to buy the share, if it is allowed by Federal Law.

-                      to get a Company value or a part of Company property in the case of its dissolution, but only after settlements with creditors;

A Shareholder of the Company, who owns at least 1/10 of total voices, has the right to demand the convocation of extraordinary General Meetings (EGM).

The Shareholder of the Company, who didn’t participate in voting at General Meeting of the partners (general meeting) or voted against some decision, has the right to contest it in the courts.

A Shareholder of the Company has the right to file a claim in court on compensation of losses, caused by individual executive body.

On application of any Shareholder of the Company it is possible to held financial audit by chosen professional auditor, who should work in accordance with Federal law on «Auditing activity». In the case of such inspection the payment to auditor is made by the Shareholder of the Company, who ordered this audit.

A Shareholder of the Company can cover expenses on financial audit if the other Shareholders of the Company take such decision at the General Meeting.

The Shareholders of the Company have some more rights, covered by Federal Law.

Along with the rights, provided by Federal Law, there is Company Charter, which covers other rights (secondary rights) for a Shareholder (or members) of the Company. These rights can be conferred to a Shareholder (or the Shareholders) of the Company according to unanimous consent of General Meeting.

A Shareholder of the Company loses Secondary rights in the case that, there is a deposition of share or a part of share towards the buyer.

Termination or limiting of Shareholder’ rights can be made according to unanimous consent of General Meeting adopted at least by 2/3 of total votes, but only in the case that the Shareholder, who possesses secondary right has voted for such decision or gave written consent.

A Shareholder of the Company can waive his secondary rights by means of sending a written notification to the Company. Immediately upon the Company gets this notification, the Shareholder forfeits the rights.

The Shareholders of the Company have the right to conclude a contract on conducting their rights. In the case of using secondary rights a Shareholder can vote, dispose shares or a part of share at the price specified by this contract or on the bases of special conditions as well as conduct other types of activity concerning Company Management, its activity, reorganization and liquidation of the Company. This contract should be concluded in writing by means of settling one document, signed by both Parties.

The Shareholders of a subsidiary company have the right to demand the compensation of losses from the main Company, caused due to the fault of the Company.

5.2 The Shareholders of the Company are obliged:

- to pay for shares in Charter capital at the times and in the manner specified in Contract on Floating a Company and according to Federal Law;

-hold confidential proprietary information of the Company activity;

The Shareholders of the Company, by the decision of Shareholders’ Meeting, are obliged  to contribute to the estate. Besides that the Members of the Company incur other responsibilities specified by Company Charter and Federal Law.

5.3 The Shareholders of the Company incur responsibilities and bear the risk of loss of Company activity within the cost of their shares in Company Charter. The Shareholders, who partially paid for shares incur responsibilities on unpaid part of the share in the Company Charter.

5.4 In the case of Company bankruptcy, caused by the Shareholders or other individuals, who have opportunity for determination of the Company activity, can be borne a subsidiary responsibility on their obligations.

5.5 The Shareholders, possessed at least 10% of Charter Capital, have the right to seek in court an excluding from the Company the member who does violence to his obligations or complicates the Company activity.

 

6. The Charter Capital of the Company

Shares in the Charter Capital of the Company

6.1 The Carter Capital consists of nominal amount of the Shareholders’ shares. Size of the Charter Capital is 10 000 (ten thousand) roubles.

The Charter Capital determines the minimal size of the Company property, backing a bill to creditors’ interest.

Real cost of the shares corresponds to a part of the net asset value, which is proportional to a size of its share.

6.2 The maximum size of a Shareholder share, as well as changes of shares correlation, is not restricted.

6.3 The payment for shares in the Charter Capital can be realized with money, funds or other property right having estimated cash value.

Estimated cash value of the property for the payment of shares in the Charter Capital is approved by the decision of Company General Meeting.

In the case if the nominal amount in the Charter Capital of the Company is more than 20 000 (twenty thousand) roubles in order to settle the cost of property should be engaged an independent assessor.

The Shareholders of the Company and an independent assessor are solidarily liable on deficiency of Company property in the amount of overrating non-monetary contribution.

6.4 The Founder of the Company should pay in full his share in the Charter Capital during the period determined by the contract on Floating a Company, not later than one year from the time of Company registration. In this case the share of each Shareholder can be paid at the price equal to its nominal amount.

The Founder of the Company can’t be excused from the payment for a share in Charter Capital.

6.5 As of the time of registration the Company, at least one half of its Charter Capital should be paid by Founders.

In the case if during one year a full cost of share is not paid, then this share will pass to the Company. Such share should be sold by Company at the times and in the manner specified by Article №24 of Federal Law.

 

7. Increase/decrease of the Company Charter Capital.

7.1 The increase of the Charter Capital is possible after its full payment only.

7.2 The increase of the Charter Capital can be carried out with the use of Company property, and (or) through the Members ‘depositions, and (or) depositions of third parties.

7.3 The increase of the Charter Capital by means of Company property is carried out according to decision of Members’ Meeting, at least adopted by 2/3 of total votes.

The decision to increase the Charter Capital by means of Company property can be adopted on the bases of accounting reports for previous year.

The sum of Capital increase should not exceed the difference between net asset value, Charter Capital and reserve funds of the Company.

According to this article if the Charter Capital is increased then there happen to be an increase of nominal amount of the Shareholders’ shares.

7.4 The Shareholders of the Company can take a decision at General Meeting, concerning the increase of the Charter Capital by means of additional deposits, which at least must be adopted by 2/3 of total votes. This decision should determine a total value of additional deposits and state a unit value of correlation between additional deposits and the sum of increase.

Each Shareholder of the Company has the right to make an additional deposit proportional to his share in Charter Capital during 2 months after the decision concerning Capital increase was adopted at the General Meeting of the Company.

Within at the latest one month after the end of the depositation period the General Meeting of the Company should take a decision on approval the results of the contribution and on amendments to Company Charter concerning the Charter Capital increase.

7.5 The General Meeting of the Company can take the decision concerning the Capital increase on the grounds of the Shareholders’ claim on additional deposit and (or) because of application of the third party on his acceptance to the Company and his depositation. This decision must be adopted by all Shareholders of the Company in unanimous vote.

In the case that Charter capital increase was not successful the Company is obliged to return the deposits to the Shareholders or third parties in reasonable terms and pay a penalty, if these terms are broken, at the times and in the manner specified by Article № 395 of Civil Code of Russian Federation.

The Shareholders of the Company or a third party with non –monetary contribution should take their depositions back in reasonable terms and in the case if it is not possible the Company must compensate them the loss of benefits.

7.6 The Company has the right and in the case of this Federal Law is obliged to cut down its Charter Capital.

The reduction of Charter Capital can be done by means of reducing the nominal amount of shares in Charter Capital and (or) by repayment of Company shares.

7.7 In the case that after second and each following financial year the cost of net assets will be lower than the amount of minimal Charter Capital, the Company is obliged to reduce its Capital to the amount, which won’t exceed net assets and registered its new Capital in accordance with prescribed procedure.

In the case that after second and each following financial year the cost of net assets will be lower than the amount of minimal Charter Capital by the date of registration according to this Federal Law the Company is liable for liquidation.

7.8 Within 30 days since decision formulation concerning reducing of Charter Capital, the Company is obliged to inform in writing its new seize of the Capital and publish its decision in the press of state registration of legal entities.

 

 

 

 

8. Transfer of Shares or a part of share in the Charter Capital to the other Shareholders of the Company or a third Party.

8.1 A Shareholder of the Company with the consent of other Shareholders has the right to sell, dispose of his share or a part of share in the Charter Capital to one or some Shareholders of this Company or to the third parties.

8.2 Transfer of shares in the Charter Capital of the Company to a legitimate heir and assigns of legal entities, having Rights in things on member’s property or law of obligations in regard to this legal entity is available only with the consent of the other Shareholders.

8.3 In the case of sale of the share or its part in the Charter Capital at public markets, the right and obligations of the Shareholders concerning share or its part transfer to a new owner, but only with the consent of the other Shareholders .

8.4 In the case that the Shareholders intends to sell or dispose of his share (or a part of share) in the Charter Capital to one or some Shareholders , by using other means, then he must get the Shareholders consent or denial in written form within20 days after his appeal to the Company.

8.5 A deal on disposal of share or its part is liable for notarial certification. A notarial certification is not necessary only in the case if the share is transferred to the Shareholders of the Company in accordance with the Article № 23 paragraph 2 of 26th Federal law as well as the division of shares between the Shareholders of the Company according to the Article № 24 of Federal law.

A share or its part transfers to the purchaser from the date of notarial certification of the deal, focused on disposal of share or its part in the Charter Capital, or, if the notarial certification is not necessary, from the date there are made alterations in State Register of Legal Entities on the bases of title establishing documents.

A new owner of the share or its part in the Charter Capital gets all rights and obligations of the Company Shareholder, excluding those, which are specified by second abstract of the Article № 8 paragraph 2 and second abstract of the Article № 9 of Federal law.

The Shareholder, who disposed of his share (or a part of share) as well as a new owner is obliged to make a contribution to the Company property, emersed before making a deal.

 

9. Pledge of shares in the Charter Capital.

9.1 A Shareholder of the Company, with the consent of other Shareholders, has the right to pledge his share (or a part of share) in the Charter Capital to other Shareholders of the Company.

9.2 A Shareholder of the Company, with the consent of other Shareholder, has the right to pledge his share (or a part of share) in the Charter Capital to the third party.

 

 

 

10. Acquisition by the Company the shares or a part of share in the Charter Capital.

10.1 In the case that the other Shareholders of the Company refused to buy the shares (or a part of share), or there was not a consent on disposal, then the Company (upon the Shareholder’s demand) is obliged to buy from the Shareholder his share or a part of share.

10.2 If the Shareholders of the Company take a decision at General Meeting concerning the settlement of major transaction or the increase of the Charter Capital, then the Company is obliged (upon the Shareholder’s demand) to buy the shares (or a part of share) from the Shareholder, who voted against or didn’t participate at voting. This demand can be made within five days from the date the Shareholder had come to know about the decision. In the case that the Shareholder participated at the voting, then he has the right to make this demand within five days from the date of decision formulation.

10.3 In the cases specified by paragraphs 10.1 and 10.2 of this Charter, within three months the Company is obliged to pay to a Shareholder a real cost of the share in the Charter Capital, which is determined by accounting report of the Company for the last financial year or give him a property for real cost of the share, but only with the consent of the Shareholder.

10.4 The share of the Shareholder who was excluded from the Company transfers to the Company, and in such a case the Company is obliged to pay him a real cost of the share,  determined by accountant report of the Company for the last financial year or give to an excluded Shareholder a property for real cost of the share, but only with the consent of the Shareholder.

 

 

11. Collection on Member’s share or a part of share in the Charter Capital of the Company.

11.1 Creditors are able to collect shares or a part of share in the Charter Capital from a Shareholder only upon court judgment, in the case that the Shareholder’s property is not enough for cancellation of debts.

11.2 In the case of collection for debts the shares or a part of share in the Charter Capital from the Shareholder, then the Company has the right for discharging the creditors a real cost of share or a part of share belonging to the debitor.

According to the decision adopted by all Shareholders unanimously at the General Meeting of the Company, the real cost of the share or its part can be paid to the creditors by the other Shareholders of the Company, proportionally to their shares in the Charter Capital.

A real cost of the share or its part in the Charter Capital is determined on the bases of accounting report for the last financial year, preceding the date of claiming to the Company on collection the share or a part of share from the Shareholder of the Company for his debts.

11.3 The Company must pay the cost of the share or its part to the creditors within three months from the date of demand, otherwise the share or a part of share will be sold at public markets.

12. Withdrawal of a Shareholder from the Company

12.1 The Shareholders of the Company has the right to withdraw from the Company by means of disposal his share, apart from the Shareholders’ consent.

12.2 The right of the Shareholder for withdrawal from the Company can be specified with Company Charter during its foundation or amending in accordance with unanimous decision by all Shareholders at the General Meeting of the Company, unless the other order is not specified by the Federal law.

12.3 A withdrawal of the Shareholder from the Company as a result of which there remains none in the Company, or a withdrawal of the last Shareholder is prohibited.

12.4 A withdrawal of the Shareholder do not release him from the contribution to the property of the Company, which should be done before the date of the claim concerning his withdraw from the Company.

12.5 In the case that a Shareholder withdraws from the Company, then his share transfers to the Company. In such situation the Company is obliged to pay to the Shareholder of the Company

a real cost of share in the Charter Capital, which is determined by accounting report of the Company for the last financial year, preceding the date of claiming to the Company or give him a property for real cost of the share or in the case if he didn’t pay up the share in full to give him the cost of paid-in share.

13. Deposits into the Company property.

Flotation of bonds.

13.1 The Shareholders of the Company are obliged to make contributions to the Company property according to the decision of General Meeting. This decision can be adopted by at least 2/3 of total votes.

13.2 The issue of bonds is possible only after a payment in full of the shares in the Charter Capital.

13.3 A bond should have nominal amount, which can exceed the Charter Capital of the Company or amount of security, provided by the third parties.

In the case that there are no amount of security, provided by the third parties, the Company is able to float bonds no sooner than three years of Company existence and in the case of appropriate approval of annual accounting report for two preceding financial years.

 

14. Income distribution to the Members of the Company.

14.1 The company has the right to take a decision (quarterly, semi-annually or annually) concerning the distribution of net income between the Shareholders of the Company. The decision on distribution is adopted by the Shareholders at the General Meeting of the Company.

14.2 A part of Company income, supposed to be distributed between the Shareholders of the Company, is divided proportionally to shares in the Charter Capital.

14.3 The Company does not have the right to take a decision concerning the distribution of Company income between the Shareholders of the Company in the following cases:

  • if the Charter Capital of the Company is not paid in full;
  • until the payment of a real cost of the share or its part to the Shareholders of the Company, specified by Federal law;
  • if at the moment of taking this decision the Company has the characteristics of bankruptcy according to Federal law on bankruptcy or if such characteristics arise as a result of this decision;
  • if at the moment of taking this decision the cost of net assets is higher than the Charter Capital or surplus fund.(if any)

14.4 The Company does not have the right to pay the amount of the Company to the Shareholders in the following cases:

  • if at the moment of payment of profits the Company has the characteristics of bankruptcy according to the Federal law on bankruptcy or if such characteristics arise as a result of this payment;
  • if at the moment of payment the cost of net assets is higher than the Charter Capital and surplus fund or in the case that it can decrease due to such payment:
  • in other cases, specified by Federal law.

After termination of the circumstances, prescribed in this paragraph the Company is obliged to pay the income of the Company to its Shareholders according to the decision adopted by the General Meeting.

 

15 Register of Shareholders of the Company

15.1 The company makes the register of Shareholders concerning the information of each Member, his share in the Charter Capital and the shares belonging to the Company.

15. 2 The Company should provide maintaining and storage of register of Shareholders in accordance with Federal law from the date of registration of the Company.

15.3 The General Director of the Company guarantees the correspondence of the information concerning all Shareholders of the Company and their shares or a part of share in the Charter Capital as well as the information concerning the shares, belonged to the Company.

15.4 Each Shareholder should inform the Company about the details of changing his name or designation, abiding place or loca/spantion and the information concerning the shares in the Charter Capital of the Company.

15.5 In the case that any dispute arises concerning the contradiction between the information in the Company Register and State Register of Legal Entities, then the right for the share or its part in the Charter Capital will be determined in accordance with the information from the State Register of Legal Entities.

 

In the case that any dispute arises concerning unreliability of the information in State Register of Legal Entities, then the right for the share or a part of the share in the Charter Capital will be determined in accordance with the contract or other document, which approves a Shareholder’s right for the share or its part.

 

 

16. Managing Bodies of the Company.

16.1 The Superior Body of the Company is - the General Meeting. The General Meeting can be as regular so extraordinary.

All Shareholders of the Company have the right to participate at the General Meeting, discuss the agendas and vote in taking a decision.

At the General Meeting each Shareholder has a number of votes proportional to his share in the Charter Capital.

16.2 The management of Company activity is represented by Individual Executive Body – General Director.

An Individual Executive Body gives reports concerning Company activity to the General Meeting of the Company.

 

17. General Meeting of the Company.

Competence, order of convening of General Meeting.

17.1 To the Competence of General Meeting refer the following:

1) Determination of the main activity of the Company as well as taking a decision concerning participation in associations and proprietary organizations;

2) Changes in Charter Capital, including the size of the Charter Capital:

3) Formation of Executive Bodies (designation to a post of General Director) and its early termination as well as decision formulation on delegating responsibility to the Individual Executive Body; appointment of the person to this position and confirmation of contractual conditions;

4) Election and early termination of the Audit Commission (auditor) of the Company;

5) Confirmation of an annual reports and accounting balance-sheets;

6) Decision formation on distribution of net income of the Company between the Shareholders;

7) The adoption of documents regulating internal activity of the Company (internal documentation of the Company);

8) Decision formulation on flotation of bonds and other issuance securities;

9) Arrangement of financial audit, confirmation of the auditor and his remuneration;

10) Decision formulation concerning reorganization or liquidation of the Company;

11) Arrangement of Liquidation Commission and confirmation of liquidating balance;

12) Solution of other questions, specified with Federal law;

17.2 Ordinary General Meeting is held at the sooner of two months and no later than four months on completing a financial year. Ordinary General Meeting can be called by Individual Executive Body of the Company, only.

17.3 Extraordinary General Meeting is held in the cases, determined by Company Charter, and if this Meeting requires the interests of Shareholders.

17.3.1Extraordinary General Meeting can be called by Individual Executive Body, Audit Commission (auditor) and Shareholders, possessed at least 1/10 of total votes of the Company.

The Executive Body of the Company is obliged to consider a demand for convening an Extraordinary Meeting of the Company within five days from the day he had got a demand and take a decision whether to hold this Meeting or not.

The answer in the negative to the demand on holding this Meeting is possible only in following the cases:

-          If there is a disorder in filing of application on holding an Extraordinary Meeting, specified with Federal law;

-          if some or all items of the Meeting do not fall within the competence of the Company or do not correspond to Federal laws;

The Executive Body of the Company has right to change items formation and the form of proposed Extraordinary Meeting.

Along with suggested items the Executive Body has the right to bring up his points for discussion at the Extraordinary Meeting.

17.3.2 In the case of affirmative answer to the demand on holding an Extraordinary Meeting, then the Company should gather this Meeting within the period of five days from the date of application.

17.3.3 In the case that Extraordinary Meeting is not held within the period specified with paragraph 17.3.1 of this Charter or if the answer to the demand on holding the Meeting is negative, then this Meeting can be gathered by bodies or entities demanding it. In such a case the Executive Body is obliged to provide the bodies or entities with the register of the shareholders and their addresses. Expenses for organization, convening and holding of the Meeting can be paid by the Company in accordance to the decision of General Meeting.

17.4 Within twenty days before the Meeting the Bodies or entities should inform each Shareholder of the Company about convening of an Extraordinary Meeting by means of sending a registered mail to their addresses.

17.4.1 The notification should contain the date, time and main agendas of the on-coming Meeting.

Each shareholder of the Company has the right to add the items to the agenda of the Meeting within five days before its holding.

Additional items, except those which do not fall within the competence of the Company or do not correspond to Federal laws, can be added to the agenda of the Meeting.

The Bodies or entities have no right to change formation of additional items on the agenda of Extraordinary Meeting.

In the case if the shareholders of the Company decide to amend to the agenda of the Meeting, then the bodies or entities should inform the all shareholders of the Company by means specified with paragraph 17.4 of this Charter.

17.5 At the Meeting the Shareholders of the Company should be given the following documentation and information:

- annual report;

- audit certificate concerning the inspection of annual reports and accounting balance-sheets;

- the information about the candidate;

- a draft of modifications and amendments to the Company Charter or a draft of Company Charter in a new edition;

- drafts of an internal documentation of the Company.

The Body or entities should sent the information and documentation to the Shareholders along with notification concerning the convening of the General Meeting and in the case of changes in the agenda such information and documentation should be sent with notification about these changes.

These information and documentation should be given to all Shareholders of the Company within thirty days before convening the Meeting for familiarization.

The Company is obliged to provide a Shareholder with the copies of these information and documentation, if it is necessary. The cost of the copies can’t exceed the manufacturing charges.

17.6 Before the opening of General Meeting all shareholders should pass the procedure of registration.

The Shareholders have the right to participate at the Meeting as personally so by proxy.

The representatives of Shareholders should have a warrant of attorney, in order to prove his authority.

This warrant of attorney should be notarized and contain the information about the Shareholder and his representative (the name or designation, abiding place, location, passport data) in accordance with paragraphs 4 and 5 of the Article № 185 of the Civil Code of Russian Federation.

The Shareholders without registration have no right to participate at the Meeting.

The General Meeting of the Company opens at specified in the notification time or earlier if all Shareholders were registered beforehand.

17.8 The General Meeting is opened by Individual Executive Body of the Company.

Extraordinary Meeting of the Company convened by Audit Commission is opened by the Chairman of this Commission (Auditor), or the other Shareholder of the Company who spoke out in favor of this Meeting.

17.9 The Chairman of the Meeting becomes a person, who earns the majority of votes.

17.10 The Executive Body of the Company organizes the recordation of General Meeting.

All Minutes of the Meeting are filed into one stack, which should be given to any Shareholder for familiarization.

On any application of the Shareholder the Company should provide him with abbreviates from a Minute book, confirmed by the Executive Body of the Company.

Within ten days after drawing up of the protocol the Executive Body of the Company should sent the copy of the protocol to all Shareholders of the company by means of registered letter or deliver it by hand.

17.11 The General Meeting has the right to take a decision concerning the agendas, on which the shareholders are informed only, according to paragraphs 17.4 and 17.4.1 of this Charter.

17.12 The decisions concerning the items, noted in the subparagraphs 1, 2, 3, 6, 10 in the paragraph 17.1 of this Charter can be taken unanimously.

The other decisions can be accepted by the majority of votes only.

17.13 The decisions of the General Meeting are accepted by the means of open ballot or absent voting with majority of votes, unless otherwise prescribed by the law.

17.14 The decisions of the General Meeting can be accepted by means of absent voting using post, telegraph, phone, electronic mail or other communication types, provided with authenticity of sent and received documentation.

The decision of the General Meeting concerning the items, noted in the subparagraph 5 in the paragraph 17.1 of this Charter can’t be accepted by means of absent voting.

17.15 The order of holding an absent voting is specified with Re3gulation «On Holding the General Meeting by means of absent voting».

 

18. Individual Executive Body of the Company.

18.1 Individual Executive Body (General Director) is elected by the General Meeting of the Company for the period of five years.

The agreement between the Company and Individual Executive Body is signed by the chairman of the Meeting and executive body.

18.2 At the position of Individual Executive Body can act an individual person only, excluding the case of delegating the responsibility of individual executive body to the Manager of the Company.

18.3 Individual Executive Body of the Company:

1) can act on behalf of the Company without warrant of attorney, including possibilities to represent the Company and accomplish deals;

2) can grant a power attorney on the right of representation on behalf of the Company, including attorneys with sub – delegation right;

3) can make orders on appointment to posts the employees of the Company, on transfer of the employee or his dismissal; can encourage and impose a fine on the employees;

4) can exercise other powers, which according to Federal law and this Charter do not fall within the competence of the General Meeting of the Company.

18.5 Individual Executive Body should act scrupulously and rational for the benefit of the Company.

18.6 Individual Executive Body of the Company is liable for losses and damages caused by his action and failure of act, if other bases and amounts of the liability are not prescribed by Federal laws.

18.7 During the determination of bases and amounts of the liability of Individual Executive Body should be taken into account ordinary conditions of business practice and other circumstances.

18.8 The Company has the right to apply to the court with the claim for compensation of losses, caused to the Company by Individual Executive Body.

 

19. Accomplishment of deals.

Significant Transactions of the Company.

19.1 The accomplishment of deals (including a credit, loan, suretyship) can be realized in accordance with points of this Chapter by entities interested in such deals.

These entities are considered to be interested in accomplishment of deals in the case that they are married couples, parents, children, blood and non-blood brothers and sisters, adoptive parents and adopted and (or) their affiliated persons.

19.2 The entities listed above in the paragraph 19.1 of this Charter should inform the Shareholders of the Company about:

- Legal Bodies, where they (married couples, parents, children, blood and non-blood brothers and sisters, adoptive parents and adopted and (or) their affiliated persons) own at least 20 % of shares (stock);

- Legal Bodies, where they (married couples, parents, children, blood and non-blood brothers and sisters, adoptive parents and adopted and (or) their affiliated persons) hold leading positions.

19.3 A decision concerning any deal of the Company should be adopted by the General Meeting of the Company with a majority of votes.

In the decision on approval the deal should be noted an entity or entities of the Parties, the price, a subject matter of transaction and other essential conditions.

The General Meeting of the Company has the right to take a decision on accomplishment of a deal, which can be realized in the process of ordinary Business Activity. The decision should contain the maximum amount of the deal. The decision on accomplishment of the deal remains in force till forthcoming General Meeting of the Company, unless otherwise is prescribed by this decision.

19.4 The deal doesn’t require an approval from the General Meeting only in the case that there are no essential differences in conditions with identical deals between the Company and interested person during the process of ordinary Business Activity.

19.5 Provisions of the Articles 19.1 and 19.4 can’t be applied to:

- the deals in which are interested both Parties;

- the treatments, which arise during the period of transition of the shares or its parts to the ownership of the Company;

- the treatments, which appear during the transition of rights in the process of reorganization of the Company. (including the agreements on amalgamation of business and company takeover);

- the deals, which the Company is obliged to accomplish according to demands of Federal law and (or) other regulatory legal acts.

19.6 To a Major deal can refer a deal (including a loan, credit, deposit and suretyship) or some interrelated deals concerning acquisition and disposition of the property to the Company, the cost of which must account for 25 or more percents of total cost of Company property.

19.7 Approval decision concerning a Major deal can be taken at the General Meeting of the Company in accordance with Federal law.

In this Decision must be noted the one and the other Party, the cost, a subject matter of transaction and other important conditions of a deal.

19.8 Provisions concerning the order of major deals approval can’t be applied to

- the situations of transition of the shares or its parts to the ownership of the Company.

- the situations of transition of rights in the process of reorganization of the Company. (including the agreements on amalgamation of business and company takeover)

19.9 The Major deal, which is accomplished with failure of this applicable requirements can be declared invalid brought by claimant of the Company or other Party.

19.10 In the case that a Major deal, at the same time, is an interested party transaction, then its accomplishment is done in accordance with the order on Interested Party Transaction.

 

20. Audit Commission

20.1 Audit Commission (auditor) is elected by the General Meeting of the Company for the period of three years.

Audit Commission consists of three people.

20.2 Audit Commission has the right to check financial and operational activities in any suitable time, and should have the access to all documentation of the Company. Under the requisition of Audit Commission (auditor) the Company or Individual Executive Body as well as employees of the plant are obliged to give explanations in oral and written form.

20.3 Audit Commission (auditor) obligatorily controls annual reports and bookkeeping balance sheets before its approval at the General Meeting of the Company. The Company has no right to approve annual reports and bookkeeping balance sheets without a conclusion of the Commission (auditor)

20.4 Operation order of Audit Commission (auditor) is determined by the Charter and internal       documents of the Company.

 

21. Audit of the Company.

21.1 The Company, in accordance with General Meeting decision, has the right to engage an independent professional auditor for test and validation of annual reports and bookkeeping balance sheets.

21.2 Audit Commission can be organized on the demand of any Shareholder of the Company and can be hold by a professional auditor, who corresponds to all requirements of the paragraph 21.1 of this Charter. Expenses for this audit are covered by the shareholder, demanded the audit. The Company can meet these expenses to the Shareholder, if such decision is taken at the General Meeting of the Company.

21.3 Organization of Audit Commission for test and validation of annual reports and bookkeeping balance sheets is obliged in the cases, which are prescribed by Federal laws and otherwise legal acts of Russian Federation.

 

22. Keeping of Documents.

22.1 The Company is obliged to keep the following documentation:

  • The Charter of the Company, as well as all registered changes and amendments to this Charter;
  • Minutes of the Meetings on the decisions concerning flotation of the Company and approval of monetary value;
  • The documentation on State Registration of the Company;
  • The documentation on Company property;
  • Internal documentation of the Company;
  • The documentation on bond flotation of the Company.
  • The Minutes of General Meetings and Audit Commission;
  • The lists of affiliated entities;
  • The Conclusions of Audit Commission (auditor), state and municipal power authorities;
  • Other documentation, prescribed by Federal laws and otherwise legal acts of Russian Federation, Company Charter and internal documents.

                 22.2 The Company keeps the documentation, prescribed by paragraph 22.1 of this Charter, at

                 the location of its Individual Executive Body.

 

23. Reorganization or Liquidation of the Company.

                 23.1 The Company can be willingly reorganized in accordance of Federal law.

                 The other bases and the procedure of reorganization is determined by Civil Code of Russian    

                 Federation or otherwise Federal laws.

               23.2 The reorganization of the Company can be held by means of Company amalgamation,

                jointing, division, alloting and reformation.

                 23.3 The Company can be willingly liquidated during the period prescribed by Civil Code of

Russian Federation, in accordance with requirements of Federal law and Company Charter.

The company can also be liquidated under the court decision on the bases of Civil Code of Russian Federation.

23.4 At the General Meeting the shareholders take decision concerning a willingly liquidation of the Company and appoint a liquidation commission.

23.5 From the date of appointment, the liquidation commission appears in the court on behalf of the Company.

23.6 The procedure of liquidation is determined by Civil Code of Russian Federation and otherwise legal acts.

23.7 The Company property, which remains after settlements with creditors is divided by liquidation commission among the shareholders of the Company according to the 58th Federal law in the following priority order:

ü  Primarily the commission pays to the Shareholders a part of unsettled profit;

ü  Secondarily the commission divides Company property among the Shareholders proportionally to their shares in the Charter Capital of the Company.

23.8 The demand from each priority is fulfilled after a complete meeting of requirements from the preceding priority.

23.9 The liquidation of the Company is completed after making a record in Uniform State Register of Legal entities.

23.10 During the procedure of Liquidation all documentation of the Company, according to settled rules, nbsp;transfer to the State archival. Delivery and regulating of documentation is made on account of the Company, in accordance with requirements of archives department.

 

24. Final Appendixes

24.1 Amendments and changes of this Charter should be approved at the General Meeting of the Company according to the rules, prescribed by this Charter and legislation, with subsequent State Registration. All amendments and changes to this Charter become valid in accordance with legislation.

24.2 This Charter has binding force for each Body, Shareholder and employees of the Company, as well as for third Parties.

24.3 If some questions concerning the Company activity arise and they are not prescribed by this Charter, then the Company will solve them in accordance with existing Legislation of Russian Federation.



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