Statute on the Procedure of Holding General Meeting of Stockholders of Sibirtelecom OJSC

APPROVED

by Annual General Meeting

of Stockholders of Sibirtelecom OJSC

on June 18, 2003

Chairman of the

Annual General Meeting of Stockholders of OJSC Sibirtelecom

______________/__________________/

STATUTE

on the Procedure of Holding

General Meeting of Stockholders

of Sibirtelecom OJSC

Novosibirsk 2003

This Statute on the procedure of holding a General Meeting of Stockholders of the Company (hereinafter referred to as the “Statute”) in compliance with the current legislation of the Russian Federation and the By Laws of the Open Joint Stock Company Sibirtelecom (hereinafter referred to as the “Company”), determines the procedure of conducting General Meetings of Stockholders and other issues related to the arrangement and conducting annual and extraordinary General Meetings of the stockholders of the Company.

1.  General Meeting of Stockholders:

TYPES, FORMS AND TERM OF HOLDING THE MEETING

1.1.  The General Meeting of the stockholders of the Company is the supreme control body of the Company.

1.2. The Company shall hold the General Meeting of Stockholders on an annual basis.

An annual General Meeting of Stockholders shall address the following issues:

-  election of the Company’s Board of Directors;

-  election of the Company’s Auditing Commission;

-  approval of the Company’s Auditor,

-  approval of annual reports, annual accounts including the Company’s profit and loss statements (profit and loss accounts), profit distribution and dividends payment (declaration), as well as the Company’s losses as per end-of-fiscal year data.

The meeting shall also handle other issues in the competence of the General Meeting of Stockholders.

1.3. The General Meetings of Stockholders other than annual shall be deemed extraordinary.

An Extraordinary General Meeting of Stockholders shall be held on the decision of the Board of Directors on its own initiative, request of the Auditing Commission, the Company’s Auditor or its stockholders (stockholder) holding a minimum 10% of the Company’s voting shares as of the date when such a request was made and in the order provided for hereby.

1.4.  A General Meeting of Stockholders may be held in the form of an in-person attendance of stockholders in order to discuss and take decisions on the issues put to vote, and

in the form of absentee voting.

A General Meeting of Stockholders with the Agenda containing the issues of election of the Company’s Board of Directors, Auditing Commission, approval of the Auditor of the Company, approval of accounting reports, including statements of profits and losses (profit and loss accounts) as well as the issues of profit distribution including payment (declaration) of dividends and the Company’s losses as per end-of-fiscal year data shall not be held in the form of absentee voting.

1.5.  A General Meeting of Stockholders shall be held no sooner than four and no later than six months after the end of fiscal year.

1.6.  An Extraordinary General Meeting of Stockholders convened on the request of the Company’s Auditing Commission, the Company’s Auditor or its stockholders (stockholder) holding a minimum 10% of the Company’s voting shares shall be held within 40 days of the date when such a request was made.

1.7.  An Extraordinary General Meeting of Stockholders with the Agenda including the issue of electing members of the Board of Directors, which is convened on the request of the Company’s Auditing Commission, the Company’s Auditor or its stockholders (stockholder) holding a minimum 10% of the Company’s voting shares, shall be held within 70 days of the date on which such a request was made.

1.8.  Should the number of members of the Board of Directors fall below the quorum necessary for holding meetings of the Company’s Board, an extraordinary General Meeting of Stockholders convened on the decision of the Board of Directors on its own initiative, with the aim of electing the Board members, shall be held within 70 days of the date the decision to call such a meeting was taken by the Board of Directors.

1.9.  Except for the case specified in item 1.8 hereof, an extraordinary General Meeting of Stockholders called by the Board of Directors, on its own initiative shall address any issues within the competence of the General Meeting of Stockholders including:

- early termination of powers of the Company’s Board of Directors (unless the number of the Board members is less than the quorum necessary for holding the Board meetings),

- election of the Company’s Board of Directors (if, for some reason, the Board had not been elected earlier) shall be arranged within the time set by the Company’s Board of Directors with due regard to the existing legislation and By Laws of the Company.

2. PROCEDURE OF PLACING PROPOSALS ON THE AGENDA OF A GENERAL MEETING OF STOCKHOLDERS, NOMINATION OF CANDIDATES TO THE COMPANY’S VARIOUS BODIES ELECTED BY A GENERAL MEETING OF STOCKHOLDERS AND MAKING REQUESTS TO CALL A GENERAL MEETING OF STOCKHOLDERS

2.1. Proposals of putting issues on the Agenda of an annual General Meeting of Stockholders of the Company and nomination of candidates to the Company’s bodies elected by a General Meeting of Stockholders, as well as requests to call an extraordinary general meeting shall be submitted through:

- posting to the address (place of office) of the sole executive body of the Company entered in the uniform state register of juridical persons;

- delivery (on receipt) to a person acting as the sole executive body of the Company, to the Chairman of the Board of Directors, Corporate Secretary of the Company or any other person eligible to receive such written correspondence addressed to the Company;

-  facsimile.

2.2. Proposals on putting specific issues on the Agenda of an annual General Meeting of Stockholders of the Company and nomination of candidates to the Company’s bodies elected by a General Meeting of Stockholders shall include information provided for by Clause 53 of the Federal Law “On Joint-Stock Companies”. Requests to call an extraordinary General Meeting of Stockholders shall include information provided for by Clause 55 of the Federal Law “On Joint-Stock Companies”. Proposals on nominating candidates to the Company’s bodies elected by a General Meeting of Stockholders that are included in the request to call an extraordinary General Meeting of Stockholders are covered by Clause 53 of the Federal Law “On Joint-Stock Companies”.

2.3. Proposals on putting specific issues in the Agenda of an annual General Meeting of Stockholders of the Company, proposals on nominating candidates to the Company’s bodies elected by a General Meeting of Stockholders and a request to call an extraordinary shall be deemed received from the stockholders (or their proxies) who signed them.

2.4. The percentage of voting shares owned by a stockholder (stockholders) making proposals as to the Agenda of an annual General Meeting of Stockholders of the Company and/or nominating candidates to the Company’s bodies elected by a General Meeting of Stockholders shall be identified as of the date such a proposal (proposals) was made.

The percentage of voting shares belonging to a stockholder (stockholders) requesting to call an extraordinary General Meeting of Stockholders shall be identified as of the date such a request was made.

2.5. Should a proposal on putting specific issues on the Agenda of an annual General Meeting of Stockholders of the Company, proposals on nominating candidates to the Company’s bodies elected by a General Meeting of Stockholders or a request to call a extraordinary General Meeting of Stockholders be signed by a stockholder’s proxy, such a proposal (request) shall be accompanied by a letter of attorney (a duly notarized copy thereof), with the relevant data about the proxy and the one he/she stands for. The content and the format of such a letter of attorney, pursuant to the Federal Law “On Joint-Stock Companies”, shall comply with the requirements of the Federal Law “On Joint-Stock Companies” for this type of letters of attorney.

2.6. Should a proposal on putting specific issues on the Agenda of an annual General Meeting of Stockholders of the Company, proposals on nominating candidates to the Company’s bodies elected by a General Meeting of Stockholders or a request to call an extraordinary General Meeting of Stockholders be signed by a stockholder (his/her proxy) whose rights for shares are registered in the depo account in a depositary, such a proposal (request) shall be accompanied by a statement of the stockholder’s depo account in the depositary keeping a register of his rights for the said shares.

2.7. On nominating candidates to the Company’s Board of Directors or the Auditing Commission, the proposal may be accompanied by a written consent and the personal data on the nominee that are to be furnished to the persons authorized to participate in the General Meeting of Stockholders at the stage of arrangement thereof.

2.8. Should a proposal on putting specific issues on the Agenda of an annual General Meeting of Stockholders of the Company or proposals on nominating candidates to the Company’s bodies elected by a General Meeting of Stockholders be sent by post, the date of posting on the postal stamp shall be deemed as the date of making such a proposal.

Should the request to call an extraordinary General Meeting of Stockholders be sent by an ordinary letter or such other ordinary posting, the date of receipt thereof will be deemed as the date of submission of such a request. Should the request be sent by a registered letter or any other registered posting, the date of delivery of such a posting on receipt will be deemed as the date of submission of the request.

2.9. Should a proposal on putting specific issues on the Agenda of an annual General Meeting of Stockholders of the Company or a request to call an extraordinary General Meeting of Stockholders be delivered on receipt, the date of such delivery will be deemed as the date of submission of the proposal.

2.10. Should a proposal on putting specific issues on the Agenda of an annual General Meeting of Stockholders of the Company or a request to call an extraordinary General Meeting of Stockholders be sent by facsimile, the date of receipt of such a facsimile message by the Company, as per paragraph 2 of this clause, will be deemed as the date of submission of such a proposal or request.

The facsimile message containing such a proposal or request shall be forwarded to the Company’s fax number and received by the Company within the officially established working hours of the Company. In case of a facsimile message, a copy thereof should identify the sender’s and the receiver’s names, the date and time of faxing. The sender shall request that the receipt of the message be confirmed by a return fax.

When the Company receives an original proposal or request sent by fax, the date of the fax receipt by the Company shall be deemed as the date of submission of such a proposal or request.

2.11. The Board of Directors shall review the proposals on the Agenda of the General annual Meeting of Stockholders or on nomination of candidates to the Company’s bodies elected by the General annual Meeting of Stockholders and take appropriate decisions no later than five days after the deadline for submission of such proposals, as established by the Company’s By Laws.

The proposals on the Agenda of the annual General Meeting of Stockholders or on nomination of candidates to the Company’s bodies elected by the annual General Meeting of Stockholders received after the preset deadline will be also considered by the Board of Directors in the order envisaged by the current legislation.

2.12. The proposals on the Agenda of the annual General Meeting of Stockholders or on nomination of candidates to the Company’s bodies elected by the annual General Meeting of Stockholders and the requests to call an extraordinary General Meeting of Stockholders may be withdrawn by the authors thereof. Such a withdrawal shall be furnished in an optional form as provided for by clause 2.1 hereof in relation to sending and submitting requests. The date of receipt of such a posting, the delivery thereof or the receipt of the facsimile message by the Company shall be deemed as the date of receipt of such a withdrawal.

3. PREPARATION FOR THE GENERAL MEETING OF STOCKHOLDERS

3.1. In the course of preparation for the General Meeting of Stockholders the Board of Directors shall identify:

the form of the general meeting;

date, time and venue of holding the general meeting; the mailing address for sending the completed voting papers, or, when in the form of absentee voting – the deadline for the acceptance of voting papers and the mailing address they shall be sent to;

- starting time for registration of the participants of the General Meeting of Stockholders;

- date of making up the list of the persons entitled to participate in the General Meeting of Stockholders;

- Agenda of the meeting;

- type (types) of preference shares whose owners are entitled to vote on the issues of the meeting’s Agenda;

- order of notifying stockholders of the coming meeting;

- list of materials (information) provided to stockholders at the stage of preparation for the general meeting and the way they are to be provided.;

- form and content of voting papers.

3.2. The venue for the General Meeting of Stockholders shall be identified in the area of the Company’s place of office or in any other locality on the territory of the Russian Federation where the Company’s subsidiaries or representations may be located.

3.3. The number of issues on the Agenda should be taken into consideration while setting the time of the meeting. The meeting may not be scheduled to start before 9:00 a. m. and end later than 10:00 p. m. local time.

3.4. The starting time of the registration for the meeting shall be determined with the view to the number of participants included in the relevant lists.

3.5. On the approval of the meeting Agenda, the Board of Directors is entitled to combine two or more issues which are in the competence of the General Meeting of Stockholders into one issue on the Agenda.

Such a merging of issues on the Agenda is allowed only if the decision on one of them is impossible without addressing the others, closely related issues.

It is not allowed to combine:

- issues to be voted by different lists of voters;

- issues, the decisions on which needs a different number of votes of the attending stockholders - owners of voting shares.

4. NOTIFICATION OF GENERAL MEETING OF STOCKHOLDERS

4.1. Notification of the General Meeting of Stockholders shall be made no later than 20 days, and notification of the General Meeting of Stockholders with the Agenda containing the Company’s reorganization – no later than 30 days before the date of the meeting.

Notification of the extraordinary General Meeting of Stockholders with the Agenda containing the election of the Board of Directors shall be made no later than 50 days prior to the date of the meeting.

Notification of the extraordinary General Meeting of Stockholders shall be made in the form provided for by the current legislation of the Russian Federation and the By Laws of the Company in the order established by the Company’s Board of Directors.

4.2. The Notification of the General Meeting of Stockholders shall specify:

- full name of the Company and its official place of office;

- form of the general meeting (a meeting or absentee voting);

- date, venue and time of holding the General Meeting of Stockholders and the mailing address to send completed voting papers to; or in case of absentee voting – the deadline for the acceptance of voting papers and the mailing address they shall to be sent to;

- starting time for the registration of the participants (their proxies) taking part in the General Meeting of Stockholders;

- date of making up the list of the persons entitled to participate in the General Meeting of Stockholders;

- Agenda of the meeting;

- order of confirmation of powers of the persons entitled to participate in the General Meeting of Stockholders;

- order of submission of materials (information) at the preparatory stage of the meeting to the persons entitled to participate in the General Meeting of Stockholders and the address (location) of the sole executive body of the Company or any other places such information may be provided at.

4.3. In addition to the information specified under item 4.2 hereof, the notification to the stockholders of the general meeting with the Agenda containing issues voting on which may result in the emergence of the right to request that the Company buy out shares, shall provide the data on:

- whether the stockholders – owners of voting shares are entitled to request that the Company buy out their shares, in case they voted against the decision or did not vote on such an issue at all;

- the price and order of buying out the shares.

4.4. In addition to the information specified in clause 4.2 hereof, the notification to the stockholders of the extraordinary general meeting with the Agenda containing the issue of the election of the Board of Directors, shall provide the information on the procedure and term of nominating candidates to the Board of Directors by stockholders (stockholder) holding in aggregate a minimum 2% of the Company’s voting shares.

4.5. In addition to the information specified in clauses 4.2 – 4.4 hereof, the Notification to the stockholders of the general meeting may provide any other information on the order of the stockholders’ participation in the General Meeting of Stockholders.

5. QUORUM OF THE GENERAL MEETING OF STOCKHOLDERS.

RECONVENED GENERAL MEETING OF STOCKHOLDERS.

5.1. The General Meeting of Stockholders is deemed legally qualified (having the quorum) in case it was attended by the stockholders having in aggregate more than half of the votes of the Company’s allocated voting shares. The registered stockholders and those, whose voting papers were received at least 2 days before the date of the General Meeting of Stockholders, will be deemed to have taken part in the meeting. In case of absentee voting, the stockholders whose voting papers were received before the deadline for the acceptance of voting papers will be deemed to have taken part in the meeting.

5.2. In the absence of the quorum, arrangements shall be made for holding a new annual General Meeting of Stockholders with the same Agenda. In the absence of the quorum, arrangements shall be made for holding a reconvened extraordinary General Meeting of Stockholders with the same Agenda.

The reconvened General Meeting of Stockholders is deemed legally qualified (having the quorum) in case it is attended by the stockholders having in aggregate at least 30% of votes of the Company’s allocated shares.

Should a reconvened general meeting be held in less than 40 days after the adjourned meeting, the persons entitled to participate in such a meeting shall be identified according to the list of persons entitled to have participated in the adjourned meeting.

5.3. The Company’s Registrar acting as a Counting Commission shall draw up a protocol on determination of the quorum at the General Meeting of Stockholders, signed by the persons authorized by the Registrar.

Should the quorum for holding the General Meeting of Stockholders be reached, a protocol on the quorum shall be drawn up no later than 15 days after the meeting’s closure or the deadline for the acceptance of voting papers when the meeting was held in the form of absentee voting.

Should there be no quorum for holding the General Meeting of Stockholders, a protocol on the quorum shall be drawn up no later than 15 days after the scheduled date of the adjourned meeting or the scheduled deadline for the acceptance of voting papers when the scheduled meeting was to be held in the form of absentee voting.

6. LISTS OF VOTERS AT THE GENERAL MEETING OF STOCKHOLDERS

6.1. Should the Agenda of the meeting include issues that are to be voted by different lists of voters, the quorum for taking decisions thereon shall be determined separately. The absence of the quorum for taking decisions by a certain list of voters shall not hinder taking decisions on other issues to be voted by another list of voters should there be the required quorum.

6.2. Separate lists of voters shall be determined for the following issues in the competence of the General Meeting of Stockholders:

1) election of members of the Auditing Commission and early termination of their powers;

2) approval of transactions the settlement of which may involve the interest of the parties;

3) release of a person from his/her obligation to buy shares from other stockholders of the Company if he/she purchased, independently or together with affiliated persons 30% or more of allocated ordinary shares of the Company;

4) reorganization of the Company;

5) liquidation of the Company, appointment of the liquidation commission and the approval of interim and summary liquidation balance;

6) introduction of amendments and modifications in the Company’s By Laws that may restrict the rights of stockholders – owners of a certain type of preference shares, including identification and increase of the size of dividends and/or determination or increase of salvage value paid on the preference shares of the previous issue. Granting the stockholders – owners of the preference shares of other types, priority in getting dividends and/or salvage value of the shares.

6.3. Stockholders – owners of the Company’s shares that may vote on all issues in the competence of the General Meeting of Stockholders, are entitled to vote at the general meeting on the issue specified in clause 6.2, sub-clause 1 hereof, except for the members of the Company’s Board of Directors or the Company’s management officials.

Stockholders – owners of the Company’s shares that may vote on all issues in the competence of the General Meeting of Stockholders and have no interest in the transaction, are entitled to vote at the general meeting on the issue specified under clause 6.2, sub-clause2 hereof.

Stockholders – owners of the Company’s shares that may vote on all issues in the competence of the General Meeting of Stockholders are entitled to vote at the general meeting on the issue specified under clause 6.2, sub-clause 3 hereof, except for the person that independently purchased 30% or more of the Company’s ordinary allocated shares and his/her affiliated parties.

Stockholders – owners of the Company’s ordinary shares and stockholders – owners of the Company’s preference shares of every type are entitled to vote at the general meeting on the issues specified in clause 6.2, sub-clauses 4-5 hereof.

Stockholders – owners of the Company’s shares that may vote on all issues in the competence of the General Meeting of Stockholders and stockholders – owners of the Company’s preference shares of every type with limited rights, may vote at the general meeting on the issues specified in clause 6.2, sub-clause 6 hereof.

6.4. The list of voters on the Agenda of the General Meeting of Stockholders shall be identified on the date of making up the list of persons entitled to participate in such a meeting.

6.5. Should the quorum on various issues of the Agenda be identified for each of them separately, the quorum protocol shall include the information on the presence (absence) of the quorum for each such issue.

7. BODIES TO BE SET UP FOR HOLDING

A GENERAL MEETING OF STOCKHOLDERS

7.1. The Chairman of the General Meeting of Stockholders shall be a person identified by the Company’s By Laws. The Chairman of the General Meeting of Stockholders shall chair the meeting and:

1) announce the opening and closure of the meeting;

2) announce persons making presentations on the Agenda of the meeting;

3) manage discussions of the issues on the Agenda;

4) perform other functions provided for hereby.

7.2. The Presidium of the General Meeting of Stockholders may be set up on the decision of the Chairman of the meeting in order to chair the General Meeting of Stockholders in the form of an in-person attendance.

The Chairman and members of the Presidium of the meeting will jointly preside at the General Meeting of Stockholders and perform the functions provided for in clause 7.1, sub-clauses 1-3 hereof.

7.3. In the absence of a person who under the Company’s By Laws is to chair the general meeting held on the decision of the bodies or persons entitled to call an extraordinary general meeting, the Chairman of the meeting (his proxy) shall be the initiator of such a call. In case the decision on calling the meeting was taken by several persons or members of a collective body – one of them, identified by their decision, will chair the meeting.

7.4. A Secretary (Secretariat) shall be appointed by the Chairman of the General Meeting of Stockholders in order to take Minutes thereof.

7.5. Should the Company have its Corporate Secretary, he/she shall perform the following functions as the Secretary of the General Meeting of Stockholders:

1) taking required measures to arrange and conduct a General Meeting of Stockholders in compliance with the legislation, the Company’s By Laws and other by laws of the Company based on the decision to call a General Meeting of Stockholders adopted by the Board of Directors or any other bodies and persons pursuant to the current legislation and the By Laws of the Company;

2) preparation of instructions for the Company’s Registrar to draw up lists of persons entitled to participate in the General Meeting of Stockholders and the list of those entitled to draw dividends on shares;

3) compilation of materials to be submitted to the General Meeting of Stockholders, provision of access thereto, certification and provision of copies of relevant documents on request of the persons entitled to participate in the General Meeting of Stockholders;

4) notification of members of all management and control bodies of the Company of a General Meeting of Stockholders;

5) collection of completed voting papers received by the Company at the prescribed addresses and passing them on to the Company’s Registrar acting as a Counting Commission;

6) answering the participants’ questions on the procedure of conducting the meeting related to the practical application of this Statute and compliance with the current legislation requirements. Taking measures on resolution of any disputes related to the procedure of the preparation for and conducting of the meeting;

7) provision for taking Minutes of the General Meeting of Stockholders.

In case a Corporate Secretary has not been appointed or is not present at the General Meeting of Stockholders or at a certain period of time of preparation thereof, the said functions shall be performed by the Secretary of the meeting and/or other persons of the Company.

7.6. The Company’s Registrar performs the functions of a Counting Commission. The Registrar of the Company registers the participants of the General Meeting of Stockholders, checks on their powers, identifies the quorum for such meeting, clarifies issues related to the realization of the right of the stockholders (or their proxies) to vote at the General Meeting of Stockholders, describes the voting procedure on the issues put to vote, ensures compliance with such procedures and the stockholders’ right to vote, counts votes and summarizing voting results, draws up a protocol on the voting results, and performs other functions as provided for hereby.

Acting as a Counting Commission of the Company the Registrar is authorized to:

-  make log entries or keep any other registers at his/her own discretion;

-  identify forms of protocols (minutes) at his/her own discretion and in keeping with the current legislation and this Statute.

8. PROCEDURE OF HOLDING GENERAL MEETING OF STOCKHOLDERS AND VOTING ON THE AGENDA OF THE MEETING

IN THE FORM OF IN-PERSON ATTENDANCE HELD TO DISCUSS AND VOTE ON THE ISSUES ON THE AGENDA

8.1. Persons (their proxies) included in the list of persons entitled to vote at the General Meeting of Stockholders, except for the stockholders (their proxies), whose voting papers were received later than two days prior to the meeting, shall be registered to participate in the General Meeting of stockholders. Persons (proxies) entitled to vote at the General Meeting of Stockholders, unless their voting papers are received later than two days prior to the meeting, are entitled to attend such a meeting.

If, prior to the registration of a stockholder’s proxy entitled to vote at the general meeting, the Company or its Registrar acting as a Counting Commission are notified of the replacement (recall) of such a proxy, the stockholder entitled to vote (including a new proxy acting on the basis of a power of attorney) is to be registered for participation in the general meeting.

In order to participate in the General Meeting purchasers of the stocks that were handed over after the date of drawing up the list of those with the right to participate in the General Meeting are subject to registration, in case a person incorporated in the list of persons entitled to participate in the meeting issued relevant proxies for voting on such stocks.

8.2. The general meeting in the form of an in-person attendance shall be opened, if by the time of its beginning there is a quorum for at least one of the issues on the Agenda. The deadline for registration of those who failed to be registered before the beginning of the general meeting shall be the end of discussion of the last issue on the Agenda with the quorum.

8.3. Should by the beginning of the general meeting be no quorum for any of the issues on the Agenda, the Chairman of the General Meeting of Stockholders shall be advised accordingly by the Registrar acting as a Counting Commission. The Chairman of the meeting then takes a decision on suspension of the meeting’s opening, with such a suspension not exceeding 2 hours.

Should there be a delay in the opening of the general meeting, the actual time of its opening shall be specified in the Minutes of the General Meeting of Stockholders.

8.4. Issues on the Agenda shall be considered by the General Meeting of Stockholders in the order identified by the approved Agenda.

Such order may be adjusted by the decision of the Chairman of the General Meeting of Stockholders.

8.5. During the discussion of the Agenda the persons attending the General Meeting of Stockholders shall be provided with the information on the Agenda and any clarification (if required) on the Agenda and the provided information.

The issues on the Agenda are to be considered in the order as provided for in clauses 8.6 – 8.9 hereof.

8.6. Persons attending the meeting are provided with the information on the issue under discussion in the form of presentations (reports) by:

- speakers appointed by the Chairman of the meeting;

-  persons (their proxies) participating in the meeting and declaring their intention to provide additional information on the Agenda issues. Such applications shall be submitted in writing to the Chairman of the General Meeting of Stockholders before the beginning of the discussion of the issue in question. The application shall specify the person’s name, the issue on the Agenda the information is to be provided, the time of presentation, the number of votes the speaker has on the issue under discussion.

8.7. Each person (proxy) participating in the general meeting may apply for clarification on any issue of the Agenda and the information provided thereupon, to the Chairman of the meeting, members of the Presidium of the meeting or a person (persons) presenting such information. Such application shall be submitted in writing to the Chairman of the general meeting of stockholders before the beginning of discussion of the next issue on the Agenda specifying the name of the person participating in the meeting and the number of votes the speaker has on the issue under discussion.

In the course of the meeting the Company’s stockholders have to consider every written, duly formatted application.

Should the Chairman of the meeting, member of the Presidium or the person (persons) presenting the information think it impossible to immediately supply adequate clarification on the issue in question, or should the applicant (his/her proxy) taking part in the meeting request written clarification on such an issue, the written clarification shall be sent to the applicant no later than 10 days after the closure of the General Meeting of Stockholders. A written clarification shall be provided only in case of duly formatted application as per the first paragraph hereof.

8.8. The time assigned for presentations (reports) on the issues of the Agenda and clarifications on the received applications shall be identified by the Chairman of the general meeting in the following way:

-  minimum 10 minutes and maximum 45 minutes for a speaker appointed by the Chairman of the meeting;

-  minimum 5 minutes – for presentation by a person (his/her proxy) taking part in the meeting with supplementary information on the Agenda of the meeting;

-  minimum 10 minutes – for clarifications on the submitted applications.

Speakers are entitled to use only part of the time allocated by the Chairman for presentations.

The Chairman of the meeting shall not make comments on presentations or interrupt a speaker unless the speaker breaks the meeting’s procedural regulations envisaged hereby.

8.9. The Chairman identifies the need for breaks in the course of the meeting and the length thereof.

No break may be announced in the course of the discussion of the meeting Agenda.

8.10. Persons (their proxies) registered as participants of the General Meeting of Stockholders are allowed to vote on the issues of the Agenda at any time from the moment of opening of the meeting till the voting time expires (as identified in clause 8.11 of this Statute) and the counting of votes on the Agenda issues starts.

8.11. After the discussion of the last issue on the Agenda with the quorum is finished, the Chairman shall allocate at least 30 more minutes for voting on the Agenda of the General Meeting of Stockholders.

8.12. The voting results and decisions taken by the general meeting may be:

1) announced at the General Meeting of Stockholders,

or

2) made known in the established order to the persons entitled to participate in the meeting.

8.13. The General Meeting of Stockholders will close

1) when all decisions taken by the meeting in the course of its work, as well as voting results in cases provided for in clause 8.12, sub-clause 1 hereof, have been announced,

or

2) when the time allocated for voting on the Agenda expires, as specified in clause 8.11 above, in cases provided for by clause 8.12, sub-clause 2 hereof.

The general meeting that at its opening had the quorum for only a few issues on the Agenda, may not be closed if the persons whose registration ensures the quorum for voting on other issues of the Agenda have been registered by the registration deadline.

9. VOTING PAPER AT THE GENERAL MEETING OF STOCKHOLDERS

9.1. The issues on the Agenda of the General Meeting of Stockholders may be voted only by voting papers.

A voting paper shall be posted and delivered on receipt to each person on the list of those entitled to vote at the General Meeting of Stockholders, no later than 20 days prior to the General Meeting of Stockholders. Voting papers shall be sent by registered post.

Persons registered to participate in the General Meeting of Stockholders in the form of an in-person attendance, whose voting papers were not received by the Company or were received later than two days before the meeting, on their request, may be supplied only with voting papers marked as duplicates.

Should the Company or the Registrar acting as a Counting Commission receive a notification during the meeting from a person entitled to take part in the general meeting, informing about the replacement (recall) of his/her proxy before the proxy whose powers are terminated has been registered, such a person entitled to participate in the meeting (including his/her new proxy) shall be provided with voting papers.

Should the General Meeting of Stockholders be held in form of an in-person attendance, the stockholders whose stocks were handed over after the date of drawing up the list of those with the right to participate in the General Meeting and who were registered for such participation, shall be supplied with the voting papers, provided a person incorporated in the list of those with the right to participate in the meeting furnished them with a proxy for voting.

In case of an absentee voting, the stockholders whose stocks were handed over after the date of drawing up the list of those with the right to participate in the meeting shall be supplied with voting papers, provided a person incorporated in such a list furnish them with a relevant proxy for voting, only on their application to:

- the Company, in case posting (delivery) of voting papers is effected by the Company itself,

or

- the Company’s Registrar in case posting (delivery) of voting papers is effected by the Registrar based on agreement made with the Company.

9.2. The voting paper shall contain:

1) full official name of the Company and its official place of office;

2) form of holding the General Meeting of Stockholders (an in-person attendance or absentee voting);

3) date, venue and time of holding the General Meeting of Stockholders and the mailing address for posting completed voting papers, or if the meeting is held in the form of absentee voting - the deadline for the acceptance of the voting papers and the address for sending completed voting papers;

4) decisions on each issue (name of each nominee) that is voted by the specific voting paper;

5) voting options for each item on the Agenda expressed in terms of “FOR”, “AGAINST” and “ABSTAINED”, each provided with a space to be filled in with the number of votes given to each of the options and also, in case a voting paper is used for cumulative voting on the issue of electing members of the Board of Directors:

-  reminder that election of members of the Board of Directors is effected through cumulative voting with proper clarification of the notion of “cumulative” voting;

-  - a space opposite the name of each candidate to be filled in with the number of votes given to the respective candidate by persons participating in the meeting and selecting a “FOR” voting option,

-  - explanations that a fractional part of a vote obtained as a result of multiplication of votes a stockholder–owner of a fraction stock has by the number of persons to be elected in the Company’s Board of directors, may be cast for only one candidate;

6)  reminder that a voting paper shall be signed by a stockholder;

7)  explanations that:

- a voter may select only one voting option, except when voting is effected under the instruction of the persons who purchased stocks after the date of drawing up the list of those with the right to participate in the meeting, or following the directions made by deposited securities’ owners;

- should more than one voting option be selected in a voting paper, then the space used to identify the number of votes given to each of the options shall also specify the number of votes cast for a specific option and a note shall be made that the voting is effected in compliance with the instructions of a purchaser of the stocks handed over after the date of drawing up the list of those with the right to participate in the General Meeting and/or according to the directions made by deposited securities’ owners;

- a person voting by proxy in relation to the stocks handed over after the date of drawing up the list of the stockholders with the right to participate in the General Meeting, shall use the space opposite the selected voting option to specify the number of votes given to the selected option and make a note that the voting is effected by proxy issued in relation to the stocks handed over after the date of drawing up the list of the stockholders with the right to participate in the General Meeting;

- in case not all the votes have been handed over after the date of drawing up the list of the stockholders with the right to participate in the General Meeting, a voter shall use the space designated for identifying the number of votes opposite the selected voting option, to specify the number of votes given to the selected option and make a note that part of the stocks was handed over after the date of drawing up the list of the stockholders with the right to participate in the General Meeting. Such votes shall be also summed up if the holders of the stocks handed over after the date of drawing up the list of the stockholders with the right to participate in the General Meeting make special instructions that would concur with the selected voting option.

Apart from the above a voting paper may contain:

1) each issue put to vote and the order of their discussion;

2) the way to mark a selected voting option;

3) Surname, name, patronymic of the person entitled to participate in the General Meeting of Stockholders;

4) number of votes a person entitled to participate in the General Meeting of Stockholders may use to vote on each issue on the Agenda;

5)  space to be filled in by persons who specified the number of votes given to a specific voting option/s and mark/s for each of the cases when:

- voting is effected under the instructions of holders of the stocks that were handed over after the date of drawing up the list of the stockholders with the right to participate in the General Meeting;

- voting is effected under the instructions made by deposited securities’ owners;

- voting is effected by proxy issued for the stocks handed over after the date of drawing up the list of the stockholders with the right to participate in the General Meeting;

- part of the stocks was handed over after the date of drawing up the list of the stockholders with the right to participate in the General Meeting.

-6)  other information identified by the Board of Directors.

A voting paper shall not contain two or more issues on the Agenda of the General Meeting of Stockholders if such issues are to be voted by different lists of voters.

9.3. The following voting papers shall be deemed invalid:

1)  voting papers with more than one option selected by a voter, except when voting is effected under the instructions of persons who purchased their stocks after the date of drawing up the list of those with the right to participate in the General Meeting and/or according to the directions made by deposited securities’ owners;

2)  voting papers signed by a proxy and received by the Company, in case the Company or the Registrar acting as a Counting Commission, received a notification of replacement (recall) of such proxy no less than two days prior to the general meeting;

3)  two or more voting papers filled in by one and the same person identifying different options on the same item on the Agenda of the General Meeting. The exception is made when the voting papers are signed by a person issuing a proxy for the stocks handed over after the date of drawing up the list of those with the right to participate in the General Meeting and/or by persons acting based on such proxies, when the space designated to be filled in with the number of votes given to each of the voting options, specifies the number of votes given to a relevant option and contains notes provided for by item 9.2 hereof;

4) a voting paper for election of members of the Company’s Auditing Commission with the number of “YES” voting options given to more candidates than the actual preset number of the Commission members. The exception is made when the voting papers are signed by a person voting on the stocks handed over after the date of drawing up the list of those with the right to participate in the General Meeting under the directions made by the purchasers of such stocks, and/or by a person voting on the stocks circulating outside the Russian Federation as deposited securities and containing notes provided for by item 9.2 hereof.

9.4. Should a voting paper contain several issues put to vote, invalidation of the voting paper on one or several issues does not result in invalidation of the voting paper as a whole.

9.5. Votes contained in a voting paper that was deemed invalid on one, several or all issues such a voting paper is used to vote on, shall not be included in summarizing the voting results on the issues that invalidated the voting paper.

Should a voting paper be invalidated for voting on one, several or all the issues the voting paper is used to vote on, such invalidation shall not be considered a sufficient reason for neglecting such votes in determination of a quorum.

10. EXPENSES ON PREPARATION AND CONDUCTING

OF GENERAL MEETING OF STOCKHOLDERS

10.1. The list of costs related to preparation and conducting of an annual General Meeting of Stockholders and an extraordinary General Meeting of Stockholders held on the decision of the Company’s Board of Directors on its own initiative, request of the Company’s Auditing Commission, the Company’s Auditor, or its stockholder (stockholders) – owners of at least 10% of voting shares as of the date when such a request was made, shall be drawn up and approved by the Company’s Executive Committee.

10.2. Should the Board of Directors, within the preset period of time fail to take a decision on calling the extraordinary General Meeting of Stockholders or a decision was made to suspend such a meeting, whereas the General Meeting of Stockholders was called on the request of some bodies or persons and took a decision to reimburse the costs related to preparation and conducting of an extraordinary General Meeting of Stockholders from the Company’s budget, only duly documented expenditures born by the bodies and persons with the eligible authority for calling and conducting an extraordinary General Meeting of Stockholders shall be reimbursed.

11. PROCEDURE OF APPROVAL OF BY LAWS,

AMENDMENTS AND MODIFICATIONS THEREOF

11.1. This Statute shall be approved by the General Meeting of Stockholders through the majority vote of its stockholders – owners of the Company’s voting shares participating in the meeting.

11.2. This Statute may be amended and modified by the General Meeting of Stockholders through the majority vote of its stockholders – owners of the Company’s voting shares participating in the meeting.

11.3. Should any of the clauses of this Statute be in conflict with the laws of the Russian Federation and the Company’s By Laws as a result of amendment thereof, the Statute shall be applicable in the part, which agrees with the current laws of the Russian Federation and the Company’s By Laws.