The situational plan
Development of transport infrastructure of Taman sea port
   
   
   
   
 
   
   
   
   





  To home Map of resource Feedback



Cooperation Agreement in the Sphere of Realization of the Investment Project in the Territory of Krasnodar Region
The charter of the company



The charter of Open Society " Kuban sea trade port "

APPROVED BY

The decision of general meeting
of founders From September, 06, 2005.

Article 1. General provisions.

1.1. The economic society Kuban sea trade port (further in the text of the present charter a called SOCIETY) is founded in the form of Joint-stock company by the decision of general meeting of founders from September, 06, 2005 in the order and on the conditions determined by this decision, and also requirements Civil Code of the Russian Federation, the Federal law About joint-stock companies from 26.12.1995 208- with changes and additions.
1.2. The present Charter (further - the Charter) is the basic legal document determining the order of the organization and realization of the current financial and economic activity of Joint-stock company Kuban sea trade port . The charter of the SOCIETY is the constituent document of the SOCIETY and its requirement are obligatory for performance by all bodies of the SOCIETY and its shareholders.
1.2.1. On demand of the shareholder, the auditor or any interested person the SOCIETY is obliged in reasonable terms to give to them an opportunity to familiarize with the charter of the SOCIETY, including changes and additions to it. The SOCIETY is obliged to give to the shareholder under his requirement a copy of the working charter of the SOCIETY. The fee raised by the SOCIETY for granting of a copy, cannot exceed expenses for its manufacturing.
1.3. The full company name of the SOCIETY in Russian: Joint-stock company Kuban sea trade port .
The reduced company name of the SOCIETY in Russian: Open Society Kuban sea trade port
The company name in English: JSC Kuban Sea Trade Port .
1.4. The location of the SOCIETY is determined by a place of its state registration - Russian Federation, Krasnodar region, 350901, Krasnodar, 40 Let Pobedy street, 39.
1.5. The SOCIETY is the commercial organization, which charter capital is divided into the certain number of the shares certifying liability laws of participants of a society (shareholders) in relation to the SOCIETY.
Shareholders have the right to alienate shares belonging to them without the consent of other shareholders and SOCIETY. In the SOCIETY the establishment of the right of priority of the SOCIETY or its shareholders on purchase of the shares alienated by shareholders of this society is not supposed.
The SOCIETY has the right to carry out an open subscription to shares, released by it and to carry out their free sale in view of requirements of the Federal law from 26.12.1995 208- and other legal acts of the Russian Federation.
The SOCIETY has the right to carry out the closed subscription to shares released by it except for cases when the opportunity of carrying out of the closed subscription is limited to requirements of legal acts of the Russian Federation.
The number of shareholders of the SOCIETY is not limited.
1.6. The SOCIETY is considered created as the legal person from the moment of its state registration.
The SOCIETY is created without restriction of term.
1.7. The SOCIETY is the legal person and has in the property the detached property, which is taken into account on its independent balance, can get and carry out on its own behalf property and personal non-property rights, to perform duties, to be the claimant and the respondent in court.
Before payment of 50 percent of shares of the SOCIETY distributed among its founders, the SOCIETY has no right to make the transactions, which have been not connected to establishment of the SOCIETY.
1.8. The SOCIETY has civil rights, performs the duties necessary for realization of any kinds of activity, not forbidden by federal laws.
The basic purpose of creation and activity of the SOCIETY is reception arrived by satisfaction of public needs through manufacture and realization of the competitive goods, qualitative performance of works and rendering of the qualified services, including by development and realization of investment projects of development of economy and an economic complex of Krasnodar region, construction of new seaport, manufacture of services (production and works), usually rendered in seaports.
For achievement of the specified purpose the SOCIETY has the right to carry out any kinds of the activity which has been not forbidden by the legislation of the Russian Federation, including:
1) Development and realization of the most important investment projects;
2) Marketing, consulting, engineering services;
3) Management of the enterprises, management;
4) Performance design, technological, promotional, expert, consulting, design works and services, industrial and civil work;
5) Intermediary commercial and investment activity;
6) Performance of functions of the customer and the builder in construction; realization of functions of the general contractor in construction;
7) Work on a securities market, realization when due hereunder operations with securities, share operations;
8) Purchase, creation and distribution of intellectual kinds of the property;
9) Carrying out of the patent and license and tactical analysis of the market, sale and purchase of patents, licenses, technologies, a know-how;
10) Activity on creation and management of investment funds and share investment funds; activity specialized depository investment funds and share investment funds;
11) Financial rent (leasing);
12) Advertising activity, manufacture of advertising production;
13) Realization of all kinds of operations with the real estate: rent, sale and purchase of buildings, structures, constructions, the ground areas, etc. (according to the current legislation);
14) Handling works, storage and cargo handling;
15) Extraction, transportation, an overload, accumulation and realization of building gravel, sand, rubble and other nonmetallic materials;
16) Transportations of cargoes and passengers by river and sea courts;
17) Ship repair, shipbuilding, mechanical engineering;
18) Complex maintenance of fleet;
19) Construction and operation of ports, objects of hydroconstructions, buildings and constructions;
20) Trailing and dredging works with exhibiting the navigating equipment according to working normative documents;
21) Construction and operation of tank farms (storage, transloading, cargo operations with oil);
22) Refuelling own and other machinery (technical equipment), and also machinery (technical equipment) of the foreign organizations and citizens on fuelling stations and gasoline stations of the Society;
23) Transportation of cargoes on all types of transport both on own, and on the involved vehicles;
24) Preparation, processing, manufacture and realization of timber products;
25) Manufacture of the consumer goods and non-consumer goods;
26) Rendering paid services to the population, including services of public catering;
27) Rendering municipal services, services of power supply, services of a radio communication, telecommunication, navigating communication(connection);
28) Construction, reconstruction and repair of objects of social and industrial purposes;
29) Warehousing;
30) The organization and conducting a hotel facilities(economy);
31) Preparation and retraining of personnel, educational and other pedagogical activity;
32) Rendering medical services;
33) Trade in all kinds of the goods, not contradicting to the legislation of the Russian Federation;
34) Wholesale and retail, including exchange and auction, sale and purchase of industrial, agricultural, building and other production of various purpose, including the consumer goods, production of national crafts, food stuffs, including beer and alcoholic drinks;
35) Opening outlets, shops, wholesale trading depots;
36) Participation in realization and development of financial and navigable projects;
37) Building, construction, repair - building, design prospecting, restoration, painting and decorating;
38) Repair of the industrial equipment, motor transport, building and household machinery;
39) Rendering paid legal, representation, administrative, advertising services, other practices in interests of contractors;
40) Conducting foreign trade activities in various forms in the order established by the current legislation, including realization of all kinds of export - import operations with Russian, foreign legal and physical persons, including within the framework of direct industrial and trading connections, on the basis of global and single barters, compensatory contracts, contracts about the international cooperation and other adjacent forms of the external economic cooperation according to the current legislation of the Russian Federation, and also intermediary activity in realization of export - import transactions.
And also other kinds of activity, which are not contradicting to the legislation of the Russian Federation.
Separate kinds of activity which list is determined by federal laws, the SOCIETY can be engaged only on the basis of the special sanction (license). If conditions of granting of the special sanction (license) for certain kind of activity stipulate the requirement about occupation by such activity as exclusive the SOCIETY during validity of the special sanction (license) has no right to carry out other kinds of activity, except for the kinds of activity stipulated by the special sanction (license) and it accompanying.
1.9. The SOCIETY has the right to open accounts in establishments of banks in territory of the Russian Federation and behind its limits.
1.10. The SOCIETY has the round stamp containing its full company name in Russian and the indication on a place of its presence. The company name of a society can be specified in a seal in foreign language also.
The society has the right to have stamps and forms with the name, own logo, and also the trademark registered subject to applicable regulations and other means of visual identification.
1.11. The SOCIETY answers under the obligations all property belonging to it and does not answer for obligations of shareholders.
The state and its bodies do not bear the responsibility under obligations of the SOCIETY, no less than the SOCIETY does not answer for obligations the state and its bodies.
1.12. Shareholders do not answer for obligations of the SOCIETY and bear risk of the losses connected to its activity, within the limits of cost of shares belonging to them.
The shareholders, who not completely have paid the shares, bear joint liability under obligations of the SOCIETY within the limits of the outstanding part of cost of shares belonging to them.
1.13. The SOCIETY can create branches and open representations in territory of the Russian Federation with observance of requirements of the Federal law from 26.12.1995 208- and other federal laws.
Creation by a society of branches and opening of representations outside territory of the Russian Federation are carried out also according to the legislation of the foreign state on the location of branches and representations if other is not stipulated by the international contract of the Russian Federation.
1.14. The SOCIETY can have affiliated and dependent societies with the right of the legal person on the territories of the Russian Federation created according to the Federal law from 26.12.1995 208- and other federal laws, and outside territory of the Russian Federation - according to the legislation of the foreign state on the location of affiliated or dependent societies if other is not stipulated by the international contract of the Russian Federation.
1.14.1. The society admits affiliated if other (main) economic SOCIETY (company) by virtue of prevailing participation in its charter capital, or according to contract concluded by them, or otherwise has an opportunity to define decisions taken by such society.
1.14.2. The society admits dependent if other (prevailing) society has more than 20 percent of voting shares of the first society.
The society, which has got more than 20 percent of voting shares of a society, is obliged to officially inform (publish) on it in the order determined by federal executive authority on a securities market and federal antimonopoly body.

Article 2. Charter capital of the company.

2.1. Charter capital of the SOCIETY is made of an asset value of shares of the SOCIETY got by shareholders, and defines the minimal size of property of the SOCIETY guaranteeing interests of its creditors.
Charter capital of the SOCIETY is formed at a rate of 30000000 (thirty millions) roubles, divided on 100 ordinary registered stocks by an asset value 300000 (three hundred thousand) roubles for one share. Shares are issued in the paperless form.
2.2. The SOCIETY under the decision of general meeting has the right to increase the charter capital by increase in an asset value of shares or placement of additional shares.
The increase in the charter capital of the SOCIETY can be performed after its full payment.
2.2.1. The society has the right to place in addition 100 (hundred) ordinary inscribed stocks with total nominal value 30000000 (thirty millions) roubles (authorized shares). The authorized shares give to the shareholder the rights stipulated by article 3 of the present Charter.
The decision on increase in the charter capital of the society by placement of additional shares is accepted by General meeting of shareholders of the SOCIETY.
The increase of the charter capital of the society by means of placement of additional shares can be carried out for account of property of the society.
At increase in the charter capital of the SOCIETY for account of its property by placement of additional shares, these shares are distributed among all shareholders. Thus to each shareholder get shares of the same category (type), as the share, which belong to him in proportionally to quantity shares belonging to him. The increase of the charter capital of the SOCIETY for account of its property by placement of additional shares resulting in fractional shares , is not accepted.
2.2.2. The increase of the charter capital of the SOCIETY by increase nominal value of shares is carried out only for account of property of the society.
The decision on increase of the charter capital of the SOCIETY by increase of nominal value of shares can be accepted by general meeting of shareholders.
2.2.3. Adding changes, connected to increase of the charter capital of the SOCIETY, to the charter of the SOCIETY, is carried out on the basis of the decision on increase in the charter capital of the SOCIETY and the registered report on results of a share issue.
2.3. The SOCIETY has the right, and in the cases stipulated by the Federal law from 26.12.1995 208-, is obliged to reduce the charter capital.
The SOCIETY has the right to reduce the charter capital by reduction of a nominal value of shares or reductions of their total, including, by purchase and repayment of a part of shares. The SOCIETY has the right to get the shares placed by it under the decision of general meeting of shareholders on reduction of the authorized capital of the SOCIETY by purchase of a part of the placed shares with a view of reduction of their total.
The shares got by the SOCIETY on the basis of accepted general meeting of shareholders of the decision on reduction of the authorized capital of the SOCIETY by purchase of shares with a view of reduction of their total, are repaid at their purchase.
2.3.1. The SOCIETY has no right to reduce the charter capital if as a result of such reduction its size begins less the than minimal size of the authorized capital determined according to the federal law for date of representation of documents for the state registration of respective alterations in the charter of the SOCIETY, and in cases if according to the Federal law the SOCIETY is obliged to reduce the charter capital, - by date of the state registration of a society.
2.3.2. The decision on reduction of the authorized capital of the SOCIETY is accepted by general meeting of shareholders.
2.3.3. Within 30 days from the date of decision-making on reduction of the authorized capital the society is obliged to notify in writing on reduction of the authorized capital of a society and about its new size of creditors of a society, and also to publish in the printed edition intended for the publication of the data on the state registration of legal persons, the message on the accepted decision. Thus creditors of a society have the right within 30 days from the date of the notice or within 30 days from the date of publication of the message on the accepted decision in writing to demand the prescheduled termination or performance of corresponding obligations of the society and compensation of losses by it.
2.3.4. The state registration of changes in the charter of the society, connected with reduction of the authorized capital of the society, is carried out at presence of proofs of the notice to creditors.

Article 3. Rights of shareholders. Shares, bonds and other issue securities of a society. Funds and net assets of the society.

3.1. According to the Federal law About joint-stock companies and the present charter, shareholders - owners of ordinary registered stocks of the SOCIETY can participate in general meeting shareholders with a vote on all questions of its competence, and also have the right to receive dividends, and in case of liquidation of the SOCIETY - the right receive a part of its property.
3.2. Converting ordinary shares in preference shares, bonds and other securities are not possible.
3.3. Voting on general meeting of shareholders is carried out by a principle " one voting share of a society - one voice ", except for carrying out of cumulative voting.
The voting share of the SOCIETY - the ordinary share giving to the shareholder - its owner, a vote at the decision of the question put on voting.
3.4. Rights of shareholders for shares of the SOCIETY are recorded in registration database of shareholders of the SOCIETY - records on their personal accounts at the holder of the register. The holder of the shareholders register of the society is the professional participant of a securities market who is carrying out activity on conducting of the register of owners of nominal securities (further the registrar).
3.4.1. The right for shares of the SOCIETY goes to the purchaser from the moment of entering receipt records under the personal account of the purchaser in the SOCIETY shareholders register.
The rights fixed by shares of the SOCIETY, pass to their purchasers from the moment of transition of the rights to these shares which should be accompanied by the notice of the registrar of the SOCIETY.
3.4.2. The holder of the SOCIETY shareholders register on demand of the shareholder or the nominal holder of shares is obliged to confirm his rights for share by delivery of an extract from the SOCIETY shareholders register which is not a valuable paper.
3.5. The person registered in the SOCIETY shareholders register, is obliged to inform in due time the holder of the register of shareholders of the SOCIETY on change of the data. In a case of failing to do it, the SOCIETY and the registrar do not bear) the responsibility for caused in this connection losses.
3.6. The SOCIETY has the right to place bonds and other issue securities stipulated by legal acts of the Russian Federation about paper holdings.
3.6.1. Placement of bonds and other issue securities performed by the SOCIETY is carried out under the decision of board of directors of the SOCIETY.
3.6.2. Placement of the bonds convertible in the shares, and other issue securities convertible in the share, done by the SOCIETY, should be carried out under the decision of board of directors of the SOCIETY.
3.7. The shares of the SOCIETY distributed at its establishment, should be completely paid within one year from the moment of the state registration of the SOCIETY if smaller term is not stipulated by the contract about creation of a society.
Not less than 50 percent of shares of the SOCIETY distributed at its establishment should be paid within three months from the moment of the state registration of the SOCIETY.
The share belonging to the founder of the SOCIETY, gives a vote after payment of 50 % of its cost.
Additional shares and other issue securities of the SOCIETY placed by a subscription are placed under condition of their full payment.
3.8. Payment of the shares distributed among founders of the SOCIETY at its establishment, the additional shares placed by means of a subscription, can be done in cash, securities, other items of property or property rights or other rights having a monetary estimation. The form of payment of shares of the SOCIETY at its establishment is determined by the SOCIETY foundation contract, and of additional shares by the decision on their placement. Payment of other issue securities can be carried out only in money.
3.9. In the SOCIETY the reserve fund is created at a rate of 10 (ten) percent from its authorized capital.
The reserve fund of the SOCIETY is formed by obligatory annual deductions before achievement in the sum 3000000 (three millions) roubles.
The size of annual deductions makes 10 (ten) percent from net profit up to achievement of the size established by the charter of the society.
The reserve fund of the society is intended for a covering its losses, and also for repayment of bonds of the society and the repayment of shares of the society in case of absence of other means.
The reserve fund cannot be used for other purposes.
3.10. Cost of net assets of the society is estimated according to book keeping in the order established by the Ministry of Finance of the Russian Federation and federal executive authority on a securities market.

Article 4. Distribution of the profit, dividends of the society.

4.1. The society has the right to make decisions (to declare) by results of fiscal year) about payment of dividends on the placed shares if other is not established by the Federal law from 26.12.1995 208-.
The society is obliged to pay dividends declared under each type of share. Dividends are paid by money.
4.2. A source of payment of dividends is the profit of the SOCIETY after the taxation (net profit of a society). The net profit of a society is defined in accordance with the accounting reporting of the society.
4.3. Decisions on payment (declaration) of dividends, including dividend size determination and the form of payment under shares of each category (type), are accepted by general meeting of shareholders. The size of dividends cannot be more than the recommended by the SOCIETY board of directors.
4.4. Term and the order of payment of dividends are determined by the decision of general meeting of shareholders concerning the payment of dividends. In case if the term of payment of dividends is not determined by the charter of the SOCIETY, term of their payment should not exceed 60 days from the date of decision-making on payment of dividends.
The list of the persons entitled to receive dividends, is made for date of drawing up of the list of the persons having the right to participate in general meeting of shareholders on which it is made a decision on payment of corresponding dividends. For making a list of persons entitled to receive dividends, the nominal holder of shares submits data on persons in which interests he holds shares for.

Article 5. General meeting of shareholders of the society.

5.1. The supreme body of management of the society is a general shareholders meeting.
The society is obliged to carry out general shareholders meeting annually.
Annual general meeting of shareholders shall be carried out not earlier than in two months and not later than six months after the termination of fiscal year of the SOCIETY.
All other general meetings of shareholders except the specified above are out of turn.
5.2. General meeting of shareholders of the SOCIETY can make decisions on the following issues within their sphere:
1) Modification and additions in the charter of the society or the statement of the charter of a society in a new wording;
2) Reorganization of the society;
3) Liquidation of the society, liquidating committee assignment and ratification of intermediate and final liquidating balances;
4) Formation of an executive body of the SOCIETY and prescheduled termination of its powers;
5) Definition of quantitative structure of board of directors of the society, election of its members and the prescheduled termination of their powers;
6) Definition of quantity, nominal value , and category (type)of the declared shares and the rights given by these shares;
7) Increase of the authorized capital of the society through raise of nominal value of shares or by placement of additional shares;
8) Reduction of the authorized capital of the society by reduction of a nominal value shares, through purchase by the society of a part of shares with a view of reduction of their total, and also by repayment of the shares got or redeemed by a society;
9) Election of audit committee members (auditors) of the society and the prescheduled termination of their powers;
10) Appointment of the auditor of the society;
11) Payment of dividends as per the results of one fiscal year;
12) Approval of annual reports, the annual accounting reporting, including reports on profits and on losses (surplus and loss accounts) ,also distribution of the profit (including payment of dividends, except for the profit distributed as dividends as per the results of the first quarter, the half-year, nine months of fiscal year and losses of the society as per the results of one fiscal year;
13) Order definition of general shareholders meeting;
14) Election of members of the accounting committee and the prescheduled termination of their powers;
15) Share split and reverse split;
16) Decision-making on approval of transactions in the cases stipulated by clause(article) 83 of the Federal law from 26.12.1995 208-;
17) Decision-making on approval of large transactions in the cases stipulated by clause(article) 79 of the Federal law from 26.12.1995 208-;
18) Purchase by a society of the placed shares in the cases stipulated by the Federal law from 26.12.1995 208-;
19) Decision-making on participation in the holding companies, financial and industrial groups, associations and other associations of the commercial organizations;
20) Approval of internal documents regulating activity of bodies of the society;
21) Solutions to other issues stipulated by the Federal law About joint-stock companies from 26.12.1995 208-.
5.3. Except for the cases established by federal laws, a vote on general meeting of shareholders on the questions put on voting, possess:
Shareholders - owners of ordinary shares of the society;
The voting share of the society is the ordinary share giving to the shareholder its owner, a vote at the decision of the issue put on voting.
5.3.1. The decision of general meeting of shareholders on a n issue put on voting, is accepted by the majority of voices of shareholders - the owners of voting shares of the society participating in assembly if for decision-making by the Federal law from 26.12.1995 208- other is not established.
Calculation of voices on general meeting of shareholders on a question put on voting, a vote at which decision shareholders - owners of ordinary shares of the society possess, is carried out under all voting shares jointly, if other is not provided by the Federal law from 26.12.1995 208-.
5.3.2. The decision on the questions specified in sub items 2, 7 and 15-19 items) 5.2. of the present charter, is accepted by general meeting of shareholders only under the offer of board of directors of the society.
5.3.3. The decision on the questions specified in sub items 1 - 3, 6, 17 and 18 items(points) 5.2. of the present charter, is accepted by general meeting of shareholders by the majority in three quarters of voices of shareholders - owners of the voting shares participating in general meeting of shareholders.
5.4. The order of acceptance of the decision by general meeting of shareholders is established by the internal documents of the society approved by the decision of general meeting of shareholders.
5.5. General meeting shareholders has no right to make to solve the matters which have been not included into agenda of the meeting, and also to change the agenda.
5.6. The decision of general meeting of shareholders can be accepted without carrying out of assembly (joint presence of shareholders for discussion of questions of the agenda and decision-making on the questions put on voting) by carrying out of correspondence voting.
5.6.1. General shareholders meeting, which agenda includes questions on election of board of directors of the SOCIETY, a revision committee (auditor) of the SOCIETY, appointment of the auditor of the SOCIETY, and also the questions stipulated by sub item 13 of item 5.2. of the present charter, cannot be carried out in the form of correspondence voting.
5.7. The list of the persons having the right on participation in general meeting of shareholders, is made on the basis of the data of the register of shareholders of the SOCIETY and according to rules stipulated by the Federal law from 26.12.1995 208-. Date of drawing up of the list of the persons having the right on participation in general meeting of shareholders, is determined in accordance with the rules stipulated by the Federal law from 26.12.1995. 208-.
5.8. In the message on carrying out of general meeting of shareholders should be specified:
- The full company name of the SOCIETY and the location of the SOCIETY;
- The form of carrying out of general meeting of shareholders (assembly or correspondence voting);
- Date, a place, time of carrying out of general meeting of shareholders and in a case when at carrying out of general meeting of shareholders, except for the general meeting of shareholders spent for the form of correspondence voting, the filled bulletins can be directed to the SOCIETY, the post address on which the filled bulletins can go, or in case of carrying out of general meeting of shareholders in the form of correspondence voting a date closed of reception of bulletins for voting and the post address on which the filled bulletins should go;
- Date of drawing up of the list of the persons entitled to participate in general meeting of shareholders;
- The agenda of general meeting of shareholders;
- The order of acquaintance with the information (materials) subject to granting by preparation for carrying out of general meeting of shareholders, and address on which it is possible to familiarize with it.
5.9. The shareholders (shareholder) being in aggregate owners not less than 2 percent of voting shares of the SOCIETY, have the right to bring in questions to the agenda of annual general meeting shareholders and to put forward candidates for Board of directors of the SOCIETY (further - COUNCIL), a revision committee and the accounting commission of the SOCIETY, which number cannot exceed quantitative structure of corresponding body of the SOCIETY, and also the candidate on a post of an individual agency. Such offers should come in force in the SOCIETY not later than in 30 days after the termination of fiscal year.
5.9.1. In case if the suggested agenda of out-of-turn general meeting of shareholders contains a question on election of members of COUNCIL, the shareholders (shareholder) of the SOCIETY being in aggregate owners not less than 2 percent of voting shares of the SOCIETY, have the right to offer candidates for election in COUNCIL. This number cannot exceed quantitative structure of COUNCIL. Such offers should be received by the SOCIETY not later than 30 days prior to date of carrying out of out-of-turn general shareholders meeting;
5.9.2. To offer issues to add into agenda of general meeting of shareholders and the offer on promotion of candidates are brought in writing with the indication of a name of the shareholders (shareholder) who have presented them, quantities of shares belonging to them and should be signed by shareholders (shareholder).
Suggestion to add issues to the agenda of general meeting of shareholders should contain the formulation of each offered) question, and the offer on promotion of candidates - a name of each nominated candidate, the name of body, for election in which it is offered, and also other data on it, stipulated by the present charter or internal documents of the SOCIETY. The offer on entering questions in the agenda of general meeting of shareholders can contain the formulation of the decision on each suggested question;
5.9.3. COUNCIL is obliged to consider arrived offers and to make the decision on their inclusion in the agenda of general meeting of shareholders or on refusal in inclusion in the specified agenda not later than five days after the termination of the terms established by item 6.9. of the present charter. The question suggested by shareholders (shareholder), is subject to inclusion in the agenda of general meeting of shareholders, is equal as proposed candidates are subject to inclusion in the list of nominees for voting on elections to corresponding body of the SOCIETY, except for cases, if:
- Shareholders (shareholder) do not observe target dates of entering of offers in the agenda of assembly;
- Shareholders (shareholder) are not owners of 2 or more percent of voting shares of the SOCIETY;
- The offer does not meet the requirements stipulated by the present item;
- The question offeredfor entering into the agenda of general meeting of shareholders of the SOCIETY, is not related to its competence or does not meet the requirements of the legislation of the Russian Federation.
COUNCIL has no right to make change to formulations of the offered questions for inclusion in the agenda of general meeting of shareholders, and the formulation of decisions on such questions;
5.9.4. The motivated decision of COUNCIL on refusal in inclusion of the offered question in the agenda of general meeting of shareholders or the candidate for the list of nominees for voting on elections to corresponding body of the SOCIETY goes to the shareholders (shareholder) who brought in a question or has put forward the candidate, not later than three days from the date of his acceptance.
The decision of COUNCIL on refusal in inclusion of a question in the agenda of general meeting of shareholders or the candidate for the list of nominees for voting on elections to corresponding body of the SOCIETY, and also evasion of COUNCIL from decision-making can be appealed against in court;
5.9.5. Besides the offered questions for inclusion in the agenda of general meeting of shareholders by shareholders, and also in case of absence of such offers, absence or insufficient number of the candidates suggested by shareholders for formation of corresponding body, COUNCIL has the right to include into agenda of general meeting of shareholders questions or candidates for the list of nominees at own discretion.
5.10. Extraordinary general meeting shareholders is carried out under the decision of COUNCIL on the basis of its own initiative, the requirement of a revision committee of the SOCIETY, the auditor of the SOCIETY, and also the shareholders (shareholder) being owners not less than 10 percent of voting shares of a society for date of presentation of the requirement.
Convocation of extraordinary general meeting of shareholders on demand of a revision committee of the SOCIETY, the auditor of the SOCIETY or the shareholders (shareholder) being owners not less than 10 percent of voting shares of the SOCIETY, is carried out by COUNCIL.
5.10.1. Out-of-turn general shareholders meeting, convoked on demand by audit committee of the SOCIETY, the auditor of the SOCIETY or the shareholders (shareholder) being owners not less than 10 percent of voting shares of the SOCIETY, should be conducted within 40 days from the moment of proposal to carry out an out-of-turn general meeting shareholders.
If the suggested agenda of out-of-turn general meeting of shareholders contains a question on election of members of COUNCIL such general meeting of shareholders should conducted within 70 days from the moment of proposal to carry out of extraordinary general meeting shareholders.
5.10.2. In cases when according to requirements of the law, COUNCIL is obliged to make the decision on carrying out of out-of-turn general shareholders meeting, such general meeting of shareholders should conducted within 40 days from the moment of decision-making on its carrying out by COUNCIL.
In cases when according to requirements of the law COUNCIL is obliged to make the decision on carrying out of out-of-turn general meeting shareholders for election of members of COUNCIL, such general meeting of shareholders should be conducted within 70 days from the moment of decision-making on its carrying out by COUNCIL;
5.10.3. In the requirement about carrying out of out-of-turn general shareholders meeting the questions subject to entering into the agenda of assembly should be formulated. In the requirement about carrying out of out-of-turn general shareholders meeting formulations of decisions on each of these questions, and also the offer on the form of carrying out of general meeting of shareholders can contain. In case the requirement about convocation of out-of-turn general shareholders meeting contains the offer on promotion of candidates, corresponding positions of the present charter are distributed to such offer.
COUNCIL has no right to make changes in formulations of questions of the agenda, the formulation of decisions on such questions and to change the suggested form of carrying out of out-of-turn general meeting of shareholders, convoked on demand of a revision committee of the SOCIETY, the auditor of the SOCIETY or the shareholders (shareholder) being owners not less than 10 percent of voting shares of the SOCIETY;
5.10.4. In case the requirement about convocation of out-of-turn general shareholders meeting proceeds from shareholders (shareholder), it should contain names of the shareholders (shareholder) demanding convocation of such assembly, and the indication of quantity, a category (type) shares belonging to them. The requirement about convocation of extraordinary general meeting shareholders subscribes the persons (person) demanding convocation of extraordinary general meeting of shareholders;
5.10.5. Within five days from the date of presentation of the requirement of a revision committee of the SOCIETY, the auditor of the SOCIETY or the shareholders (shareholder) being owners not less than 10 percent of voting shares of the SOCIETY, about convocation of extraordinary general meeting shareholders by COUNCIL the decision on convocation of out-of-turn general shareholders meeting or on refusal in its convocation should be accepted.
The decision on refusal in convocation of out-of-turn general shareholders meeting on demand of an auditor committee of the SOCIETY, the auditor of the SOCIETY or the shareholders (shareholder) being owners not less than 10 percent of voting shares of the SOCIETY, can be accepted in case:
- The order of presentation of the requirement established by the present charter about convocation of out-of-turn general shareholders meeting is not observed;
- The shareholders (shareholder) demanding convocation of out-of-turn general shareholders meeting, are not owners of 10 and more percent of voting shares of the SOCIETY for date of presentation of the requirement;
- Any of the questions suggested for entering into the agenda of extraordinary general meeting of shareholders, is not related to its competence or does not meet the requirements of the legislation of the Russian Federation;
5.10.6. The decision of COUNCIL on convocation of out-of-turn general shareholders meeting or the motivated decision on refusal in its convocation goes to the persons demanding its convocation, not later than three days from the moment of acceptance of such decision.
The decision of COUNCIL on refusal in convocation of out-of-turn general shareholders meeting can be appealed against in court;
5.10.7. In case during the term established by the present charter COUNCIL the decision on convocation of out-of-turn general shareholders meeting is not accepted or the decision on refusal in its convocation is accepted, bodies and the persons demanding its convocation can call out-of-turn general shareholders meeting. Thus bodies and persons, convoked out-of-turn general shareholders meeting, possess the powers stipulated by the present charter necessary for convocation and carrying out of general meeting of shareholders.
In this case charges on preparation and carrying out of general meeting of shareholders can be compensated under the decision of general meeting of shareholders due to means of the SOCIETY.
5.11. In a society with number of shareholders - owners of voting shares of the society more than hundred are created the accounting commission, quantitative and which personal structure affirms general meeting of shareholders.
In a society, the holder of which register of shareholders is the registrar, performance of functions of the accounting commission can be entrusted to it.
In a society with number of shareholders - the registrar carries out owners of voting shares more than 500 functions of the accounting commission.
5.12. The right on participation in general shareholders meeting is carried out by the shareholder directly, and through the representative.
The shareholder has the right to replace at any time the representative on general meeting of shareholders or personally to take part in general shareholders meeting.
The representative of the shareholder on general meeting of shareholders operates according to the powers based on indications of federal laws or acts of authorized state bodies or institutions of local government or the power of attorney, made in writing. The power of attorney on voting should contain data about represented and the representative (a name or the name, a residence or the location, nameplate data). The power of attorney on voting should be made out according to requirements of items 4 and 5 articles 185 of the Civil code of the Russian Federation or is certified notarially.
The right on the prescheduled termination of powers of the representative of the legal person - shareholder is given to corresponding controls of its general meeting which has appointed with the obligatory notice of shareholders.
5.13. General shareholders meeting is competent (has quorum) if the shareholders possessing in aggregate more than half of voices of placed voting shares of the SOCIETY have taken part in it.
Taken part in general shareholders meeting, the shareholders registered for participation in it, and shareholders which bulletins are received not later than two days before date of carrying out of general meeting of shareholders are considered. Taken part in the general meeting of shareholders conducted in form of correspondence voting, shareholders which bulletins are received up to a date closed of reception of bulletins are considered.
If the agenda of general meeting of shareholders includes questions, voting on which is carried out by different structure voting, definition of quorum for decision-making on these questions is carried out separately. Thus absence of quorum for decision-making on questions, voting on which is carried out by one structure voting, does not interfere with decision-making on questions, voting on which is carried out by other structure voting for which acceptance the quorum is present.
5.14. Voting on general meeting of shareholders is carried out by a principle " one voting share of a society - one voice ", except for carrying out of cumulative voting in a case stipulated by the Federal law from 26.12.1995 208-.
5.14.1. The decisions accepted by general meeting of shareholders, and also results of voting are disclosed on general meeting of shareholders during which taken voting, or lead up not later than 10 days after drawing up of the report on results of voting in the form of the report on results of voting to data of the persons included in the list of persons, having the right on participation in general meeting shareholders, in the order stipulated for the message on carrying out of general meeting of shareholders.
5.14.2. The report of general meeting of shareholders is made not later than 15 days after closing general meeting shareholders in duplicate. Both copies subscribe presiding on general meeting of shareholders and the secretary of general meeting of shareholders.
In the report of general meeting of shareholders are specified:
- A place and time of carrying out of general meeting of shareholders;
- Total of voices which shareholders - owners of voting shares of the SOCIETY possess;
- Number of voices which the participant shareholders in assembly possess;
- Chairman and the secretary of the meeting, the agenda of the meeting.
The minutes of general meeting of shareholders of the SOCIETY contains provisions of speeches, the questions put on voting, and results of voting on them, the decisions accepted by assembly should be included.
5.15. The shareholder has the right to appeal against the decision accepted by general meeting of shareholders with infringement of requirements of the legislation of the Russian Federation and the present charter in court in case it did not accept participation in general shareholders meeting or voted against acceptance of such decision and the specified decision breaks his rights and legitimate interests. Such statement can be sent to court within six months since date when the shareholder was notified or should have been notified about the accepted decision.

Article 6. Board of directors of the society.

6.1. The board of directors of the society (further COUNCIL) implements the general management of the society, except for the issues related to the present charter and the Federal law from 26.12.1995 208- to the competence of general meeting of shareholders.
6.1.1. COUNCIL is selected by general meeting of shareholders in the order stipulated by the Federal law from 26.12.1995 208- and the present charter, till the following annual general shareholders meeting consisting of five persons.
If annual general meeting of shareholders has not been conducted to the terms established by the present charter, powers of COUNCIL stop, except for powers on preparation, convocation and carrying out of annual general meeting of shareholders.
6.1.2. The persons elected into the COUNCIL, can be re-elected unlimited number of times. Under the decision of general meeting of shareholders the power of all members of the COUNCIL can be stopped ahead of the schedule.
Only the physical person can be a member of the COUNCIL. Shareholder of the SOCIETY can not be a member of the COUNCIL.
The person, who is carrying out functions of the General director, cannot be simultaneously Chairman of BOARD OF DIRECTORS of the SOCIETY.
6.1.3. Elections of members of the COUNCIL are carried out by means of cumulative voting.
At cumulative voting, the poll of each shareholder, is multiplied by number of persons which should be elected in the COUNCIL, and the shareholder has the right to give the voices received thus completely for one candidate or to distribute them between two and more candidates.
Those candidates are considered elected into the COUNSIL, who gathered the majority of votes.
6.2. Chairman of the COUNCIL is selected by members of the COUNCIL, by majority of voices from the totall number of members of the COUNCIL.
The COUNCIL has the right to re-elect the chairman at any time by the majority of voices from the total number of members of the COUNCIL.
Chairman of the COUNCIL organizes his work, convokes sessions of the COUNCIL and presides on them, organizes keeping the minutes of the meetings, presides on general meeting of shareholders.
In case of absence of chairman of the COUNCIL, his functions are carried out by one of the members of the COUNCIL selected by the COUNCIL.
6.3. The competence of the COUNCIL includes resolving the issues on the general management of the SOCIETY, except for the matters which are defined into competence of general meeting of shareholders by the present charter and the Federal law from 26.12.1995 208-.
The following questions are related to the competence of the COUNCIL:
- Definition of priority activities of the SOCIETY;
- Convocation of annual and out-of-turn general shareholders meetings, except for the cases stipulated in item 8 of an item of 55 Federal laws from 26.12.1995 208-;
- Approval of agenda of general meeting of shareholders;
- Appointment of date of list making of persons entitled to participate in general meeting of shareholders, and other issues related to the competence of the COUNCIL of the society according to the provisions of the Charter and chapter VII of Federal law from 26.12.1995 208- and connected to preparation and carrying out of general meeting of shareholders;
- Placement of bonds and other issue securities conducted by the SOCIETY, in case of stipulated by the Federal law from 26.12.1995 208-;
- Definition of the price property (a monetary estimation), the price of placement and the repayment of issue securities in the cases stipulated by the federal law and the present charter;
- Purchase of the shares placed by the SOCIETY, bonds and other securities in the cases stipulated by the federal law and the present charter;
- Recommendations on the size of compensations and indemnifications and definition of the size of payment of services of the auditor paid to members of auditor committee (auditor) of the SOCIETY;
- Recommendations on the size of the dividend under shares and the order of its payment;
- Use of reserve fund and other funds of the SOCIETY;
- Decision-making on placement of the bonds convertible in the shares, and other issue securities convertible in the shares;
- Approval of internal documents of the SOCIETY, except for internal documents which statement is related to the competence of general meeting of shareholders, and also other internal documents of the SOCIETY which approval is under the competence of the General director of the SOCIETY;
- Establishment of branches and opening of agencies of the SOCIETY, entering into the charter of the SOCIETY of the changes connected to creation of branches, opening of representations of the SOCIETY and their liquidation;
- Approval of the large transactions connected to purchase and alienation by the SOCIETY of property, which cost makes from 25 up to 50 percent of balance cost of assets of the SOCIETY for date of decision-making on fulfillment of such transaction;
- Approval of transactions making profit, in the cases established by the legislation of the Russian Federation and the present charter;
- Appointment of the registrar of the SOCIETY and detailing the conditions of his contract, and also conditions under which his contract can be stopped;
- Other issues stipulated by the present charter and the Federal law from 26.12.1995 208-.
Matters related to the competence of the COUNCIL, cannot be handed over to the decision to the General director of the SOCIETY.
6.4. Meetings of the COUNCIL shall be carried out not less than 4 times per year, and also as required to resolve urgent matters concerning the general management of the SOCIETY.
Meeting of the COUNCIL is convoked by chairman of the COUNCIL under its own initiative, on demand of a member of the COUNCIL, an auditor committee of the society or the auditor of the society, an agency of the society. The list of persons or the bodies entitled to convoke the Board of directors can be expanded.
6.4.1. The demand to convoke a Board of directors meeting should contain:
The name of the demander;
The suggested agenda with the causes of raised issues;
The order of session.
Chairman of the Board of directors is obliged to call session of the Council within 3 working days from the date of received requirement.
6.4.2. Each member of the Counsil shall be informed by telephoned telegram about the called out Board of directors session in the order established by the Council, but not later than 1 day before the appointed session and should contain: date and location of meeting; the agenda; also all necessary documents shall be attached. The Council can choose a different way of notification.
6.4.3. The quorum to carry out the session of the COUNCIL can be achieved if at least half of the elected members of the COUNCIL are present. At definition of quorum achievement and results of voting, if the member of the COUNCIL is absent, his written vote can be handed to the COUNCIL and shall be taken into account.
In a case when the number of members of the COUNCIL is less than the number of people require to achieve the specified quorum, the COUNCIL is obliged to make the decision on carrying out of out-of-turn general shareholders meeting for election of new team of the COUNCIL. The rest of the members of the COUNCIL have right to make a decision only on convocation of such out-of-turn general shareholder meetings.
6.4.4. Decisions at the meetings of the COUNCIL shall be taken by the majority of votes of the COUNCIL members participating in session if the Federal law " About joint-stock companies " and the present charter do not stipulate other. The vote transfer to another one member of the Council is forbidden.
6.4.5. For taking decisions in the meetings of the COUNCIL, each member of the COUNCIL possesses one vote. In case of tie vote, the vote of Chairman of the COUNCIL is deciding.
The member of Board of directors, objector to the accepted decision, has the right to express special opinion in writing.
6.4.6. Any session of Board of directors can be postponed with the consent of all members of the Council.
6.4.7. The board of directors has right to invite the third parties to participate in session.
6.5. It is necessary to keep minutes of the meeting of the Board of Directors; it shall be issued not later than 3 days after session had been carried out.
6.5.1. In the minutes of the meeting the following shall be specified: date and location of the meeting; attendees; agenda; the issues raised on voting, and results of voting; taken decisions.
6.5.2. The chairman of the Council shall sign the minutes of the meeting, he bears the responsibility for correctness of the minutes.
6.5.3. Minutes of Board of directors meetings are kept at the office of executive body of the Society.
6.5.4. Members of an auditor committee, the auditor, shareholders of the Society have the right to get acquainted with minutes of Board of directors meetings.
6.5.5. The copy of the minutes of Board of directors meeting should be given to the shareholder under his requirement for a payment which cannot exceed cost of charges on manufacturing of a copy and payment of the postage.
6.6. The written notification about the date of meeting of the COUNCIL and its agenda should be directed to each member not later than for 10 days before its carrying out by special delivery letter to the address specified in it or is handed on receipt.
6.7. Under the decision of general meeting of shareholders, members of the COUNCIL can get allowance and(or) compensation of expenses resulted by their responsibilities execution. The size of such compensations and rewards are established by the decision of general meeting of shareholders.

Article 7. The general director of the society.

7.1. The general director of the COMPANY is selected on a post the decision of General meeting of shareholders for the period of 5 years and invested with all powers necessary for effective management of the COMPANY, even if he is not a a shareholder or the COUNSIL member, he has right to attend all general shareholders meetings and the COUNSIL meetings where he has an advisory vote, in accordance with legislation of the Russian Federation.
7.2. Rights and responsibilities of General director of the COMPANY carrying out management over the COMPANY`s current activities, are defined by the contract concluded with COMPANY besides the legislation of the Russian Federation. The contract on behalf of the COMPANY subscribes Chairman of the COUNCIL.
General director can overlap other posts in controls of other organizations only with the consent of General meeting shareholders.
7.3. The general director of the COMPANY has the right to act from a name and in interests of the COMPANY without the power of attorney on all issues which are not related to the competence of general meeting of shareholders and the COUNCIL in the present charter.
The general director of the COMPANY:
- Controls the implementation of decisions made in general meetings of shareholders and board of directors of the Company;
- Disposes of property of the Company in the limits, established by the present charter and the current legislation;
- Approves organization chart of the Company, rules, procedures and other internal documents of the Company, except for the documents authorized by general meeting of shareholders and board of directors of the Company;
- Approves the list of staff of the Company, branches and representation offices;
- Employs and dismiss personnel, also appoints and discharge his deputies, the chief accountant, heads of divisions, branches and representation offices;
- In the order established by the legislation, by the present charter and by general meeting of shareholders and board of directors of the Company, can encourage workers of the Company, but also has right to impose penalties;
- Opens current and currency accounts or any other accounts of the Company, concludes contracts and makes other transactions;
- Approves contractual prices of production and rates for services;
- Organizes book keeping and the reporting;
- Resolves other issues connected to the current activity of the Company.
7.4. General director of the COMPANY is reporting the results of his activity to general meeting of shareholders and the COUNCIL and informs them on a financial condition of the COMPANY, including balance figures, the account of the profit and losses and other accounting information.
7.5. General shareholders meeting of the company, have right to make decision on the prescheduled termination of powers of the General director at any time. General meeting of shareholders has right to make decision on the prescheduled termination of powers of the managing organization or the manager and on formation of new executive bodies (General director) at any time.
7.6. Temporary executive bodies of the company carry out a management of the current activity of the company within the limits of the competence of agencies of the company if the competence of temporary agencies of the company is not limited by the charter of the company.

Article 8. Audit committee (auditor) of the company.

8.1. The control over financial and economic activity of the COMPANY is carried out with the audit committee (auditor) of the COMPANY elected by general meeting of shareholders for the term which ends by the next annual general meeting of shareholders.
The shares belonging to the General director and members of the COUNCIL of the COMPANY, cannot participate in voting at election of the audit committee (auditor) of the COMPANY.
The member of the audit committee (auditor) of the COMPANY cannot share the responsibilities of a member of the COUNCIL and (or) the General director of the COMPANY.
8.2. If annual general meeting of shareholders has not been conducted in time established by the present charter, powers of the audit committee (auditor) stop, except for the powers connected to preparation and carrying out of annual general meeting of shareholders.
8.3. The audit committee (auditor) of the COMPANY carries out a check of financial and economic activity of the COMPANY on the basis of results of activity for a year, and also at any time under the decision of the audit committee, BOARD OF DIRECTORS, general meeting of shareholders or on demand of the shareholder (shareholders) of the COMPANY owning in bulk not less than 10 percent of shares of the COMPANY.
8.4. On demand of the audit committee (auditor) of the COMPANY the persons occupying key positions of the COMPANY, are obliged to present documents on financial and economic activity of the COMPANY.
8.5. The audit committee (auditor) of the COMPANY has right to demand convocation of an out-of-turn general meeting of shareholders in the order determined by the present charter.
8.6. On results of check of financial and economic activity of the COMPANY the AUDIT committee (auditor) of the COMPANY makes the conclusion, which should contain:
- Confirmation of reliability of the data contained in the reports and other financial documents of the COMPANY;
- Information on the facts of infringement, revealed by legal acts of the Russian Federation concerning book keeping and representation of the financial reporting, and also legal acts of the Russian Federation regarding implementation of financial and economic activity.
8.7. Under the decision of general meeting of shareholders, members of the audit committee (auditor) of the COMPANY can be rewarded and (or) compensated the expenses connected to their duties fulfillment over the whole period of their execution. The size of such compensations and rewrds are determined by the decision of general meeting of shareholders.

Article 9. The account and the reporting of the company.

9.1. The COMPANY keeps the accounting and statistical account following the order established by the legislation of the Russian Federation and bears the responsibility for its reliability.
9.2. Each financial year subsequent to year of foundation of the COMPANY coincides with calendar year.
9.3. General Director of the COMPANY takes responsibility for the organization, condition and reliability of book keeping in the COMPANY, duly representation of the COMPANY, also for information presented to shareholders, creditors and in mass media, in accordance with legislation of the Russian Federation and the present charter.
The audit committee (auditor) of the COMPANY shall confirm the reliability of information in the annual report and the annual accounting reporting of the COMPANY.
9.4. Board of directors of the company shall perform a preliminary check of the annual report of the company not later than 30 days prior to date of carrying out of annual general shareholders meeting.

Article 10. Disclosing and granting of the information by the company.

10.1. The COMPANY discloses the information to securities market in cases, in volume and in order that are established by federal laws and legal acts of federal executive authority.
10.1.1. The COMPANY is obliged to expose the following information in accordance with established procedure:
- The annual report of the COMPANY, the annual accounting reporting. Before releasing the annual report of the COMPANY and the annual accounting reporting, the COMPANY calls an auditor, not engaged by property interests with the COMPANY or its shareholders, to perform an annual check and verification of the annual financial reporting;
- The prospectus for stock issues of the COMPANY in the cases stipulated by legal acts of the Russian Federation;
- Notification about scheduled general meeting of shareholders;
- Other information determined by federal executive authority on a securities market.
10.2. The general director of the COMPANY maintain records of affiliated persons of the COMPANY, updating, keeping and issuing this list of affiliated persons of the COMPANY in order and on the conditions determined by the legislation of the Russian Federation.
10.2.1 Affiliated persons of the COMPANY are obliged to provide the COMPANY with written information on quantities, categories (types) of shares belonging to them not later than 10 days since those shares have been purchased.
In a case if one of the affiliated person failed to present the specified information or delayed to present it to the COMPANY resulting in pecuniary loss of the COMPANY, the affiliated person shall answer before the COMPANY at a rate of the caused damage.
10.3. Storage of the documents stipulated by the present charter, is carried out in the location of an agency of the COMPANY in order and for the period of time established by federal executive authority on a securities market.
10.3.1. The COMPANY is obliged to keep the following documents:
The contract on foundation of the company;
The charter of the company, amendments and additions introduced into the charter of the company, registered when due hereunder, the decision on foundation of the company, the document on the state registration of the company;
The documents confirming the rights for the property on the balance of the company;
Internal documents of the company;
Provisions concerning the branches and representation offices of the company;
Annual reports;
Accountant book keeping;
Accounting reports;
Minutes of general meetings of shareholders (the decision of the shareholder being the owner of all voting actions(shares) of the company), meetings of board of directors (supervisory council) of the company, an auditor committee (auditor) of the company and a joint agency of the company (board, management);
Bulletins for voting, and also powers of attorney (a copy of powers of attorney) for participation in general shareholders meeting;
Reports of independent appraisers;
List of affiliated persons of the company;
Lists of the persons entitled to participate in general meeting of shareholders, who are authorized to receive dividends, and also other registers made by the company listing the rights of shareholders in accordance with the requirements of the present Federal law;
The conclusions of the audit committee (auditor) of the company, the auditor of the company, the state and municipal bodies of the financial control;
Prospectus of stock issues, quarterly reports of the emitter and other documents containing the information, subject to publication or disclosing by a different way according to the present Federal law and other federal laws;
Other documents stipulated by the present Federal law, by the charter of the company, by internal documents of the company, by decisions of general meeting of shareholders, by board of directors of the company, by the companys management and also the documents stipulated by legal acts of Russian Federation.
10.3.2. The Company is obliged to provide access to the documents for shareholder, which is stipulated in 10.3.1. of the present charter. Shareholders who possess not less of 25 percent of voting shares of the company have access to the accounting documentation of the company.
Documents stipulated in 10.3.1., shall be submitted by the company within seven days from the date of raised demand. The document can be reviewed in the premises of the executive body of the company. The company is obliged to give copies to of the demanded documents to authorized persons, stipulated by item 10.3.1. The fee raised by the company for granting of the given copies, cannot exceed an expense for its manufacturing.
10.4. The open company is obliged to release:
The annual report of the company, the annual accounting reporting;
The prospectus of stock issues of the company in cases stipulated in legal acts of Russian Federation;
Notification on carrying out of general meeting of shareholders in order stipulated by the Federal law from 26.12.1995 208-;
Other information determined by federal executive authority on a securities market.
The volume and form of mandatory information release by the company, in case of public offering of bonds or any other financial credit documents, is executed in order, which is established by executive authority on a securities market.

Article 11. Large transactions.

11.1. The large transaction is a transaction (including a loan, credit, a pledge, guarantee) or several interdependent deals related to purchase, direct or indirect assignment or possibility of assignment of assets of the COMPANY, which makes 25 or over percent of balance cost of actives of the COMPANY, ascertained as per its as of the date of its last reporting date, excluding transactions executed in ordinary course of business of the COMPANY, also transactions related to subscription placement of common stocks by the COMPANY, and transactions related to currency securities, convertible into common stocks of the Company.
In case of alienation or occurrence of an possibility of alienation of property, the cost of property, determined as per the accounting data shall be compared to the balance cost of actives of the COMPANY, but in case of purchase of the property - the price of its purchase.
11.2. The decision on approval of the large transaction which subject is the property with the cost from 25 up to 50 percent of balance cost of actives of the COMPANY, is accepted by all members of the COUNCIL unanimously, thus voices of retired members of the COUNCIL are not taken into account. In case if unanimous opinion of the COUNCIL concerning approval of the large transaction is not achieved, under the decision of the COUNCIL the issue on approval of the large transaction can be solved on the decision of general meeting of shareholders. In that case the decision on approval of the large transaction is accepted by general meeting of shareholders by the majority of voices of shareholders, owning the voting shares, who participate in general meeting of shareholders.
11.2.1. The decision on approval of the large transaction which subject is the property with cost over 50 percent of balance cost of actives of the COMPANY, is accepted by general meeting of shareholders by the majority in three quarters of voices of shareholders - owners of the voting shares, participate in general meeting of shareholders;
11.3. The price, a subject of the transaction and its other essential conditions should be specified the person (persons) being its party, (parties), beneficiary(s).
11.4. In case the large transaction simultaneously is the transaction in which fulfillment there is an interest; to the order of its fulfillment rules about approval of the transaction in which fulfillment there is an interest are applied only.
11.5. The large transaction accomplished with infringement of requirements of present article, can be recognized void under the claim of the COMPANY or the shareholder.

Article 12. Interest of the company in fulfillment of the transaction

12.1. Transactions (including loan, credit, pledge, guarantee) in which fulfillment there is an interest of a member of the COUNCIL, the General director or the shareholder of the COMPANY, its affiliated persons have 20 and over percent of voting shares of the COMPANY, and also the person having the right to give obligatory instructions to the COMPANY), are made by the COMPANY according to the provisions of the present item.
The specified persons are considered to be interested in fulfillment of the transaction y the COMPANY, if they, their spouse, parents, children, full both not full brothers and sisters, adoptive fathers and adopted and (or) affiliated persons are:
- The party, beneficiaries, dealer or representative in the transaction;
- Owners (everyone or in aggregate) of 20 and more percent of shares, (stock, part) of the legal person, being a party, beneficiary, dealer or representative in the transaction;
- Occupying key positions in the bodies of the legal person, who is the party, beneficiary, dealer or representative in the transaction, and also key positions in management organ of such legal person.
Provisions of the present item are not applied:
- To transactions in which fulfillment all shareholders of the COMPANY are interested;
- At realization of the right of priority for purchase of shares placed by the COMPANY;
- At purchase and the repayment by the COMPANY of the placed shares;
- At reorganization of the COMPANY in the form of amalgamations (incorporation) of interests, if other company participating in merge (incorporation), possess more than three quarters of all voting shares of a reorganized company.
12.1.1. The persons specified in item 13.1. of the present charter are obliged to inform board of directors of the company, a audit committee (auditor) of the company and the auditor of the company about the following:
About legal persons in whom they own independently or together with the affiliated the person (persons) 20 or more percent of voting shares (part, stock);
About legal persons in which they occupy management positions;
About transactions which they know to be fulfilled or planned to be fulfilled where they can be recognized as interested persons.
12.2. The decision on approval of the transaction in which fulfillment there is an interest, is accepted by the COUNCIL by the majority of voices of the directors who have been not interested in its fulfillment. If the quantity of the disinterested directors makes quorum less than ascertained by the charter for carrying out of the session of board of directors (supervisory council) of the company, the decision on the given question should be accepted by general meeting of shareholders in order stipulated by item 12.2.1 of the present charter.
12.2.1. The decision on approval of the transaction in which fulfillment there is an interest, shall be accepted by general meeting of shareholders by the majority of voices of all shareholders not interested in the transaction - owners of voting shares in the following cases:
If a subject of the transaction or the several interconnected transactions is the property, which cost according to book keeping (the price of the offer of possessed property) of the company makes 2 and more percent of balance cost of actives of the company according to its accounting reporting to the last accounting date, except for the transactions stipulated by paragraphs of the third and fourth present item;
If the transaction or several interconnected transactions are placed by means of a subscription or realization of the shares making more than 2 percent of ordinary shares, placed before by the company, and ordinary shares in which previously placed issue securities can be converted ,convertible into shares;
If the transaction or several interconnected transactions are placed by means of a subscription of the issue securities convertible in the shares which can be converted into the ordinary shares making more of 2 percent of ordinary shares, placed earlier by the company, and ordinary shares in which earlier placed issue securities can be converted, convertible in the share.
The transaction in which fulfillment there is an interest, does not demand approval of general meeting of shareholders in cases if conditions of such transaction essentially do not differ from conditions of similar transactions which were made between the COMPANY and the interested person during realization of usual economic activities of the COMPANY having a place till the moment when the interested person admits as those. The specified exception is distributed only to transactions in which fulfillment there is an interest, accomplished in the period from the moment of when the interested person admits as those, and till the moment of carrying out of the following annual general meeting shareholders;
12.2.2. In the decision on approval of the transaction in which fulfillment there is an interest, the price, a subject of the transaction and its other essential conditions should be specified the person (persons) being its party (parties), beneficiary(s).
For acceptance by board of directors of the company and general meeting of shareholders of the decision on approval of the transaction in which fulfillment there is an interest, the price alienated or got property or services is determined by board of directors of a society according to article 77 of the Federal law About joint-stock companies .
12.3. General shareholders meeting can make the decision on approval of the transaction (transactions) between the COMPANY and the interested person which can be accomplished in the future during realization by the COMPANY of its usual economic activities. Thus the limiting sum on which such transaction (transactions) can be accomplished should be specified in the decision of general meeting of shareholders also. Such decision is valid before the following annual general meeting of shareholders.
12.4. Additional requirements to the order of the conclusion of the transaction, in which there is an interest fulfillment, can be established by federal executive authority on a securities market.
12.5. The transaction in which fulfillment there is an interest accomplished with infringement of requirements to the transaction, stipulated by the present charter, can be recognized void under the claim of the COMPANY or the shareholder. The interested person bears before the SOCIETY the responsibility at a rate of the losses caused by him to the COMPANY. In case some persons carry the responsibility, their responsibility before the COMPANY is joint.

Article 13. The personnel of the company

13.1. The personnel of the COMPANY, including heads of the detached structural divisions of the COMPANY is completed with the General director of the COMPANY who has the right to involve into work of the Russian and foreign experts, independently defining structure and staff, forms, systems, the sizes and kinds of payment of their work according to the current legislation of the Russian Federation.
13.2. Relations of the COMPANY with the personnel are adjusted by labour contracts (agreements) or contracts of civil-law character according to the legislation of the Russian Federation.
13.3. All requirements are distributed to the personnel of the COMPANY by obligatory kinds of the state insurance due to deductions from his incomes in the order and the sizes stipulated by the legislation of the Russian Federation.
13.4. The COMPANY carries out measures on maintenance of a labour safety, the safety precautions, industrial hygiene and sanitary on the manufactures, being guided by valid provisions and norms.

Article 14. Reorganization of the company

14.1. The COMPANY can be reorganized voluntarily under the decision of general meeting of shareholders in the form of merge, connection, division, allocation and transformation with observance of the requirements established by the legislation of the Russian Federation.
14.2. Merge of the company is a foundation of a new company by transfer all rights and responsibilities of two or more companies with the termination of the powers of them. At merge of companies all rights and responsibilities of each of them pass to a newly found company in accordance with the transfer act. The COUNCIL pass on the decision of general meeting of shareholders of the COMPANY a proposal on reorganization in the form of merge, proposal on approval of contract of merge, and also on transfer act.
At merge of the companies, the shares of the COMPANY belonging to another company, participating in merge, and also own shares belonging to a company participating in merge, are paid off.
14.3. The termination of the COMPANY with transfer of all rights and responsibilities to other society is considered as a jointing of the COMPANY. At jointing of the COMPANY to other company, that new company overtakes all rights and responsibilities of the COMPANY in accordance with the transfer act. The COUNCIL pass on the decision of general meeting of shareholders of the COMPANY a proposal on reorganization in the form of jointing, on approval of the contract of jointing and on approval of the transfer act.
At jointing, shares of the COMPANY belonging to another society, and also own shares belonging to the COMPANY, are paid off.
14.4. The termination of the COMPANY with transfer of all of its rights and responsibilities to newly created companies is considered as division of the COMPANY. At division of the COMPANY the rights and responsibilities pass on to two or several newly created companies according to separation balance sheet. The COUNCIL raise an issue on reorganization in the form of division, about the order and conditions of division, about creation of new companies and the order of converting of shares of the COMPANY into shares of created companies, on approval of separation balance sheet on a general meeting of shareholders of the COMPANY.
Each shareholder of the COMPANY who were voting against or not accepting participations in voting concerning reorganization of the COMPANY, should receive shares of each company created as a result of division, giving same rights, as the shares belonging to him in the COMPANY, is proportional to number of shares of the COMPANY belonging to him.
14.5. Foundation of several companies with transfer of a part of the rights and responsibilities of the COMPANY without the termination of the last is considered as allocation of the COMPANY. At allocation from the COMPANY of one or several companies each of those companies get a part of the rights and responsibilities of the COMPANY according to separation balance sheet. The COUNCIL raise an issue on reorganization of the COMPANY in the form of allocation to general meeting of shareholders of the COMPANY, about order and conditions of allocation, about foundation of a new company (companies), about converting shares of a reorganized COMPANY in the share of a created company (distribution of shares) of a created company among shareholders of the COMPANY, purchase of shares of a created company by a COMPANY) and about the order of such converting (distribution, purchase), about the approval of separation balance sheet.
If the decision on reorganization of the COMPANY in the form of allocation provides converting shares of the COMPANY in shares of a created company or distribution of shares of a created company among shareholders of the COPMPANY, each shareholder of the COMPANY who were voting against or not accepting participations in voting concerning reorganization of the COMPANY, should receive shares of each company created in result of allocation, giving them the same rights, as the shares belonging to them in the COMPANY, is proportional to number of shares of the COMPANY belonging to them.
14.6. The COMPANY has right to be transformed to a company with limited liability or in production co-operative.
The COMPANY of all shareholders has the right to be transformed to noncommercial partnership under unanimous decision.
At transformation of the COMPANY to the newly arisen legal person get all rights and duties of the COMPANY according to the transfer act. The COUNCIL pass on the decision of general meeting of shareholders of the COMPANY a question on transformation of the COMPANY, the order and on conditions of realization of transformation, on the order of an exchange of shares of the COMPANY on contributions of participants of a company with limited liability or stock shares of members of production co-operative.
14.7. The COMPANY is considered reorganized, except for a case of reorganization in the form of jointing, from the moment of the state registration of newly founded legal persons. By reorganization of the COMPANY in the form of jointing to it of other company, the company is considered reorganized from the moment of entering into the uniform state register of legal persons of record about the termination of activity of the attached company.

Article 15. Liquidation of the company

15.1. The COMPANY can be liquidated voluntarily under the decision of general meeting of shareholders with observance of the requirements established by federal laws.
Other reasons and order of liquidation of the COMPANY are determined by the legislation of the Russian Federation.
15.2. Liquidation of the COMPANY entails its termination without transition of the rights and responsibilities by way of assignment of other persons.
15.3. From the moment of assignment of the liquidating committee, powers are transferred to an administrative office of the COMPANY. In a case when the shareholder of a liquidated company is the state or municipal body, the structure of the liquidating committee includes the representative of corresponding body on management of property, either fund of property, or corresponding institutions of local government.
The liquidating committee estimates property of the COMPANY, takes measures to revealing creditors and reception of receivable accounts, makes intermediate liquidating balance and submits it for approval general meeting of shareholders.
The liquidating committee publishes the announcement on liquidation of the COMPANY and on order and term of the creditors claims, which cannot be less than 2 months from the moment of publication of the announcement on liquidation.
15.4. Upon termination of term for presentation of requirements by creditors, general meeting of shareholders of the COMPANY approves intermediate liquidating balance of the COMPANY which contains data on structure of property of the liquidated COMPANY, the requirements presented by creditors, and also results of their consideration.
15.5. After making up accounts with creditors in the order established by the legislation of the Russian Federation, the liquidating committee makes final liquidating balance which affirms general meeting of shareholders of the COMPANY.
If it is not enough money resources available at the COMPANY for satisfaction of requirements of creditors, the liquidating committee carries out sale of other property of the COMPANY from the public tenders in the order established for execution of judgments.
15.6. The property remained after making up accounts with creditors of the COMPANY is distributed between shareholders of the COMPANY in the order established by article 23 of the Federal law " About joint-stock companies ".
15.7. Liquidation of the COMPANY is considered completed, and the COMPANY stopped the activity from the moment of entering by body of the state registration of corresponding record into the uniform state register of legal persons.

5/4, Putevaya Str., Krasnodar, 350015, Russia.
Tel./Fax: +7(861) 255-60-31 .
E -mail: tamanseaport@yandex.ru
© 2007. All rights reserved.
JSC "Taman Seaport".
Web-design: Details