Notice of the Annual General Meeting of Shareholders of UTair Aviation Joint-Stock Company

NOTICE

of the Annual General Meeting of Shareholders

of UTair Aviation Joint-Stock Company

Location: Airport, city of Khanty-Mansiysk, Tyumen region, Russian Federation, 628012

Dear shareholder,

This is to inform you of the annual general meeting of shareholders of UTair Aviation JSC to be held on 29 June 2009 at 12.00 a.m. local time in the form of the simultaneous attendance of the shareholders at the following address: Russia, Khanty-Mansiysk autonomous district, Yugra, Tyumen region, Khanty-Mansiysk, Airport, administrative building (headquarters) of UTair Aviation Joint-Stock Company.

The shareholders attending the meeting will be registered at the place of the annual general meeting of shareholders on 29 June 2009 from 11.00 a. m. local time.

The list of persons entitled to attend the annual general meeting of shareholders has been compiled from the Shareholders’ Register of UTair Aviation JSC as of 11 May 2009.

Agenda of the annual general meeting:

1)  Adoption of the annual report, annual financial statements, including the profit and loss statement (accounts of profits and losses) of UTair Aviation JSC for the year 2008, distribution of net profits (losses) of UTair Aviation JSC for the year 2008, including payment (declaration) of dividends, adoption of the amount, means and due date of dividend payment.

2)  Election of the Supervisory Board of UTair JSC.

3)  Election of CEO of UTair Aviation JSC.

4)  Election of the Auditing Commission of UTair Aviation JSC.

5)  Appointment of auditors of UTair Aviation JSC.

6)  Approval of transactions with interested parties which may be made by UTair Aviation JSC in the course of its normal business activity (as per par. 6 Art.83 of the Federal Law on Joint-Stock Companies of the Russian Federation).

7)  Participation of UTair Aviation JSC in the Helicopter Industry Association.

The above agenda is put to vote by ballot.

Please, carefully read the ballot completion guidelines on the voting ballots. Voting ballots filled out in an improper way or containing any erasures or corrections will be treated invalid.

A shareholder is entitled to attend the annual general meeting of shareholders of UTair Aviation JSC in person or by proxy, or may send the filled voting ballot by post to the following addresses:

§  Tyumen region, city of Khanty-Mansiysk, Airport, administrative building (headquarters) of UTair Aviation Joint-Stock Company, UTair Aviation JSC;

§  Tyumen region, city of Surgut, Entuziastov St., 52/1, ZAO Surgutinvestneft (Returning Board);

§  city of Moscow, Myasnitskaya St., 13/3, office 3, Moscow branch of ZAO Surgutinvestneft (Returning Board);

§  city of Tyumen, Head post office (Glavpochtamt), P. O. Box 3552, Tyumen branch of ZAO Surgutinvestneft (Returning Board);

§  Tyumen region, city of Surgut, Aeroflotskaya St., administrative building (headquarters) of UTair Aviation Joint-Stock Company, Shareholders and Property Department;

§  city of Tyumen, Plekhanovo airport, Internatsionalnaya St. 181, administrative building of UTair Aviation JSC.

Deadline for voting ballots submission: 26 June 2009 inclusive.

For the purpose of registration and participation in the annual general meeting of the Company shareholders, a shareholder (or his proxy) shall present:

§  regarding an individual shareholder – a passport; representative of an individual shareholder – passport and power of attorney (original or certified copy). The power of attorney shall be certified or executed in accordance with clauses 4, 5 Section 185 of the Civil Code of the Russian Federation;

§  regarding a representative of a corporate shareholder – passport and power of attorney (original or certified copy), executed in accordance with clause 5 Section 185, clause 3 Section 187 of the Civil Code of the Russian Federation. Should a person entitled to represent a corporate body without a power of attorney attend the meeting, such person shall produce a written evidence of his appointment to such office (original or certified copy).

While preparing for the annual general meeting of shareholders of UTair Aviation JSC and during the meeting itself, the shareholders are entitled to receive the following documents:

1)  Annual report of UTair Aviation JSC for the year 2008.

2)  Annual financial statements of UTair Aviation JSC for the year 2008.

3)  Report of the Auditing Commission and Auditor of UTair Aviation JSC based on the annual audit of financial and business operations of UTair Aviation JSC for the year 2008.

4)  Recommendations of the Supervisory Board of UTair Aviation JSC on the distribution of profit for the year 2008, in particular on the amount, means and due date of payment of dividends on the shares of UTair Aviation JSC.

5)  Information about persons nominated for election to the Supervisory Board, Auditing Commission and to the position of CEO of UTair Aviation JSC.

6)  Information about presence or absence of written consents of the nominated persons to be elected to the appropriate body.

7)  Information about proposed auditors of UTair Aviation JSC, an extract from the minutes of the Auditing Commission meeting containing the recommendations to the Supervisory Board of UTair Aviation JSC in respect of eligible auditing firms to be elected as the Company’s auditors.

8)  Calculation of the net asset value of UTair Aviation JSC based on the financial statements as of 31 December 2008.

9)  Draft decisions of the annual general meeting of shareholders.

10)  Information about transactions proposed for approval at the annual general meeting of shareholders.

11)  Information about Helicopter Industry Association.

Shareholders (their representatives) may access such information beginning from 31 May 2009 during business hours, and get copies for a fee at the following addresses:

1) Tyumen region, city of Khanty-Mansiysk, Airport, administrative building (headquarters) of UTair Aviation JSC, tel. (34, Mr. Vladimir Kalyuzhnyak;

2) Tyumen region, city of Surgut, Aeroflotskaya st. 51, administrative building (headquarters) of UTair Aviation JSC, tel. (34, Ms. Inna Klochkova;

3) city of Moscow, Myasnitskaya St., 24, bldg.1, office 75 (5th floor), General Representative Office of UTair Aviation JSC in Moscow, tel. (4, Ms. Inessa Guseva;

4) city of Tyumen, Plekhanovo airport, Internatsionalnaya st. 181, UTair Aviation JSC, tel. (34, Ms. Natalia Fomina.

In addition, shareholders may view these documents on the Company web-site at http://www. ***** from 31 May 2009.