General shareholder's meeting

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

The following issues fall within the competence of the shareholders' general meeting:

1. making changes and amendments in the Articles of Association, or adoption of the amended Articles of Association;
2. restructuring of the Company, as well as ratification of agreements on merger;
3. liquidation of the Company, appointment of a liquidation commission and approving interim and final liquidation reports;
4. determining the amount, face value, category (type) of the declared shares and and rights granted by these shares;
5. expansion of the Company authorized capital through an increase of the shares face value or through issuing additional shares;
6. reduction of the Company authorized capital through reduction of the share face value by means of buying out part of the shares for the purpose of reducing their total number as well as by means of canceling shares purchased or repurchased by the Company;
7. split and consolidation of shares;
8. taking a decision on placing of the bonds convertible into shares and other securities convertible into shares;
9. election of the Company Board of Directors members and early termination of their powers;
10. election of members of the Company Audit Commission and early termination of their powers;
11. approval of the Company Auditor;
12. taking a decision on delegation of powers of the Company's sole executive body to a managing organization (managing director) and early termination of the powers of the managing organization (managing director);
13. approval of the annual report, annual accounting statement including a profit and loss statement (profit and loss accounts) of the Company, as well as distribution of profit including payment (declaration) of dividends, with the exception of the profit distributed as dividends based on the results of the first quarter, six months, nine months of the financial year) and losses of the Company based on the results of the fiscal year;
14. payment (declaration) of dividends based on the results of the first quarter, six months, nine months of the fiscal year;
15. determining the order of the Company General Meeting of Shareholders;
16. taking decisions on approving transactions in cases stipulated by article 83 of the Federal Law "On joint-stock companies";
17. taking a decisions on approval of major transactions in cases stipulated by article 79 of the Federal Law "On joint-stock companies";
18. taking a decision on participation in holding companies, financial industrial groups, associations and other integrated commercial organizations;
19. approval of internal documents regulating activities of the Company bodies;
20. taking a decision on payment of remunerations and/or compensations to the members of the Audit Commission;
21. taking a decision on payment of remunerations and/or compensations to the members of the Company Board of Directors;
22. resolving other issues stipulated by the Federal Law "On joint-stock companies".

Issues falling within the competence of the General Meeting of Shareholders shall not be remitted to the Board of Directors, Board and General Director of the Company to be decided upon by them. The General Meeting of Shareholders is not empowered to consider issues not coming into its competence by the Federal Law "On joint-stock companies" and take decisions on the above-mentioned matters.

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