CHARTER «PROMETEY BANK» CLOSED JOINT STOCK COMPANY. Amendment. /number 1/

Transcription

1 Translated from Armenian into English CONFIRMED «Prometey Bank» LLC by the resolution made at the Special General Meeting On Record No. 03 President of the Council Gagik Nersisyan /signature/ Seal Has been changed «REGISTERED» At Central Bank of the RA President of the Central Bank of RA Arthur Javadyan /signature/ Seal Digitally signed by Arthur Javadyan Date: :55:23 GMT+04:00 Reason: Registered on /see in the following page/ CHARTER «PROMETEY BANK» CLOSED JOINT STOCK COMPANY Amendment /number 1/

2 YEREVAN CITY Record No. 1 made at the Founders meeting as of Record No. 4 made at the Founders meeting as of Record No. 04/94 made at the Founders meeting as of Record No. 02b/96 made at the Participants General Meeting as of Record No. 03/96 made at the Participants General Meeting as of Record No. 02/97 made at the Participants General Meeting as of Record No. 03/97 made at the Participants General Meeting as of Record No. 04/97 made at the Participants General Meeting as of Record No. 01/99 made at the Participants General Meeting as of Record No. 03 made at the Participants General Meeting as of Record No. 01/2000 made at the Participants General Meeting as of Record No. 01/2000 made at the Participants General Meeting as of Record No. 02/2001 made at the Participants General Meeting as of Record No. 03/2001 made at the Participants General Meeting as of Record No. 04/2001 made at the Participants General Meeting as of Record No. 01/2002 made at the Participants General Meeting as of Record No. 02 made at the Participants General Meeting as of Record No. 04/2004 made at the Participants General Meeting as of Record No. 01 made at the Participants General Meeting as of Record No. 02 made at the Participants General Meeting as of Record No. 03 made at the Participants General Meeting as of Record No. 02 made at the Participants General Meeting as of

3 23. Record No. 01 made at the Participants General Meeting as of Record No. 03 made at the Participants General Meeting as of Record No. 01 made at the Participants General Meeting as of Record No. 02 made at the Participants General Meeting as of Record No. 01 made at the Participants General Meeting as of Record No. 02 made at the Participants General Meeting as of Record No. 2 made at the Participants Special General Meeting as of Record No. 3 made at the Participants Special General Meeting as of GENEAL PROVISIONS 1.1. Closed Joint Stock Company "PROMETEY BANK", /hereinafter "Bank"/ was founded in the result of the reorganization of the Limited Liability Company Prometey Bank pursuant to the Resolution of the Bank's Participants Special General Meeting as of /Record No. 2/, and is a legal successor of the LLC Prometey Bank, which was established on 1 st of July, 1990, in accordance with signed Agreement on establishment where it was referred to as Prometevs Trading Bank and was renamed as Limited Liability Company Prometey Bank, dated by the Record No, 04/2001 of the Bank s General Meeting The Bank is a profit trading organization; 1.3. The present Charter, the provisions of which are compulsory for the founders of the Bank and the legal and physical bodies relating to the Bank, is the founding document of the Bank The Bank will come into force from the moment of its establishment/registration/ and will terminate from the moment of reorganization or liquidation The full business name of the Bank is: In Armenian - äñáù»ã»û ³ÝÏ Փակ Բաժնետիրական Ընկերություն in English - "Prometey Bank" Closed Joint Stock Company in Russian Закрытов Акционерное Общество «Банк Прометей» The short name of the Bank is:

4 In Armenian - äñáù»ã»û ³ÝÏ ՓԲԸ in English - "Prometey Bank" CJSC in Russian «Банк Прометей» ЗАО The legal address location and business actual address of the Bank is 44/2 Hanrapetutyan str., 0010, Yerevan, Republic of Armenia. The Bank s official internet address is and address is info@prometeybank.am. Account number in the Central Bank of RA The Tax Administration registration number, taxpayer identification number is The Bank performs its activities in accordance with the legislation of Republic of Armenia, particularly "On Banks and Bank Activity", On Joint Stock Companies, "On Bankruptcy of Banks and Credit Organizations", On Bank Secrecy Laws of the RA, as well as the Civil Code of the RA, other RA laws and regulations, normative acts of the Central Bank of the Republic of Armenia (hereinafter Central Bank), internal acts of the Bank and the current Charter The bank has its own balance, property /means/ belonging to it with the ownership right, a round seal with its brand name and (in Armenian, combined with Russian and English languages/logo/symbol/round seal/angular stamp/stamps) and other selas for other branches and the forms. The logo of the Bank is. The logo is based on image of the mythological hero Prometheus - in the center of the dark red square. Prometheus symbolizes the goals of the Bank always bringing the best to the environment through its activity. The square symbolizes the society. The Bank's corporate colors are: dark red, gold and white. Dark red color symbolizes the benefit the Bank distributes through its activities. The gold symbolizes the rich experience and long history and good traditions. The white symbolizes the novelty, progressiveness and innovations The establishment, registration and liquidation of branches and representative offices, are carried out in accordance with the RA legislation and as prescribed by the current Charter The branches of the Bank carry out banking or financial transactions on behalf of the Bank in accordance with the current Charter and powers of attorney given by the Banks which are set up by the approved regulations of the Council of the Bank The Bank may, in accordance with the RA legislation, establish subsidiaries and dependent companies which have a legal entity status and participate in them.

5 1.13. The bank is responsible for its obligations with the whole property (assets) which belong to him with the ownership right unless otherwise is stipulated by the law Governmental and local self-governing bodies and the Bank is not liable for the obligations of each other and, if they do not take any of such obligations The Central Bank of RA and the Bank are not responsible for their respective obligations if they are not taken The Bank is not responsible for the obligations of its shareholders. The shareholders bear the responsibility for the liabilities of the Bank in the amount invested in the statuary fund, but not less than the nominal value of shares The bank is responsible for its structural units and subsidiaries as well as the branches and representative offices which have no legal entity status The branches of the Bank are separate territorial subdivisions having no legal entity status outside the Banks business location and acting on behalf of the bank The Bank implements its own property possession, use and disposal The Bank has the right to sign contracts / agreements on behalf of its name, acquire property and personal non-property rights, bear responsibilities, act as plaintiff and defendant in the courts The Bank guarantees its clients the banking, trading and any maintenance of any classified information as determined in the provisions of the RA legislation The bank deposits and funds as well as any asset of the customers of the bank can be seized, warranted or confiscated only in cases prescribed by the RA legislation by the relevan authorities The Bank has the rights and obligations conferred by the RA legislation of the banks, may provide investment services without a license, in accordance with the RA legislation and other legal acts The Bank is not liable for losses of the customers which occurred in the result of the blockage, seizure, confiscation or seizure dissemination towards the customers accounts or property carried out by the competent governmental authorities as prescribed in the RA legislation. 2.THE ACTIVITY OF THE BANK /IMPLEMENTING FINANCIAL TRANSACTIONS AND OPERATIONS/ 2.1. The Bank may, in accordance with the Legislation and legal acts of the Republic of Armenia, carry out the following financial transactions and acts:

6 to receive call and term deposits; to lend commercial and consumer credits, including the mortgage credits, financing of debt or commercial transactions, factoring, to extend bank guarantees and accredits /letters of credit/; to open and manage accounts, including correspondent accounts of other banks; provide other payment and settlement services and /or/ serve the accounts of the customers in some other way; to issue, buy (discount), sell and maintain securities, payment documents, and travel checks, cards and other instruments, to carry out other operations, connected with it; to execute investment and subscription activities, to maintain the services provisions of a financial agent (representative), manage the securities and deposits of other persons (trust management), to buy, sell and manage standard bank bullions and souvenir coins, made of precious metals, to buy and sell (exchange) foreign currency, including the conclusion of Armenian dram and foreign currency futures, options and other similar transactions, to carry out financial lease (leasing), to take into custody precious metals and stones, jewelry, securities, instruments and other values, to provide financial and investment consulting, to form and serve the credit scoring system of the clients, to carry on debt collection activities, to sell insurance policies and (or) contracts, to carry out insurance agent s acts in the manner prescribed by law, in cases specified by the law and as prescribed by the legislation of RA it can perform cash service operations of the state budget, the Bank may carry out investment activity on behalf of its or customers name and at its expense purchase or otherwise acquire shares, bonds and other investment securities, dispose as well acquire other issuers shares, bonds and investment and other securities for the purpose of distribution / subscription activities/ The bank is prohibited to distribute securities of any person and at the same time, to provide loans arising from carrying out the obligations mentioned in the securities The bank is entitled to perform other activities stipulated by RA Law "On Banks and Bank Activity".

7 2.2. The Bank executes the above financial transaction in the drams of the Republic of Armenia and in foreign currency With the permission of the Central Bank of RA the Bank may also carry out activities or transactions which arise or closely related to banking activities and do not jeopardize the interests of bank depositors The relations between the Bank and the customers are of contractual nature and the Bank carries out operations that are to be sealed/ sealed or to be sealed on the basis of the relevant contracts, agreements, where the rights, obligations, responsibilities and duties, interest rates, incentives, penalties, the compliance assurance measures are determined and do not contradict the legislation of the RA and the Banks s internal legal regulations The Bank has the right to sign agreements, acquire property and personal non-property rights, bear responsibilities, be a plaintiff and defendant in courts The bank is prohibited without the prior consent of the Central Bank of RA to carry out such transactions or operations, in result of which the Bank's participation of any other person in the statuary fund is 4.99 percent or more, of any other person in the statuary fund is more than 15% of the total capital of the Bank, statuary fund of all entities exceeds 35% of the total capital of the Bank. The stipulated under this paragraph is governed by the RA Law On Banks and Bank Activity" The Bank has the right to open correspondent accounts in the resident and non-resident banks. 2.8 The Bank guaranties confidentiality and integrity of its customers' and correspondent bank' deposits, accounts and operations. The information considered as Banking Secrecy may be provided only in accordance according to the RA legislation procedures In cases stipulated by the Legislation of Republic of Armenia the Bank may perform state budget cash service operations The Bank decides itself on deposits, loans interest rates, tariffs, services and fee size.

8 3. CHARTER CAPITAL OF THE BANK 3.1 The Charter Capital of the Bank is formed by the nominal value of the shares acquired by the shareholders and the minimum amount of the property which guarantees the interest of its creditors is determined The Charter Capital of the Bank is (seventeen billion nine hundred and fifty million) AMD., which is divided by the number / one hundred and forty-four thousand / ordinary shares, of nominal value of AMD / one hundred thousand AMD / each of them uncertified /dematerialized/ and /thirty-five thousand and five hundred/ of issued and outstanding preferred shares, AMD / one hundred thousand AMD/ of nominal value, each of them uncertified /dematerialized/ The dividends amount, liquidation value /distribution procedure/ and other restrictions paid for the preferred shares are fixed by terms of issuance and placement of preferred shares and the buy and sell agreement of the preferred shares, which is concluded with the bank /the terms and conditions are subject to change and approval by the Board of the Bank/ One ordinary nominal share is limited to one vote for its holder. Ordinary nominal share form is set out in uncertified form The Charter Capital of the Bank is supplemented by the currency of Republic of Armenia The increase in the bank's charter capital The bank may increase the charter capital by increasing its nominal value of shares or by means of distribution of additional shares The bank has no right to conduct an open subscription for ots shares or offer an unlimited number of shares to persons in case the subscribed shares amount is not fully paid the Company may not increase the Charter Capital by financial means inclusion The decision on allocating additional shares should determine - Additional allocated ordinary (simple) and any type of shares quantity, the declared quantity of such shares. - Terms and conditions of allocation of additional shares, including the value of shares to be allocated among the shareholders with the pre-emptive right to purchase such shares and the owners of other shares. - other information determined by the law and the current Charter After summarizing the financial results of its activity, the Bank may increase its Charter capital by increasing the nominal value of outstanding shares:

9 - by transferring the part of the profit to the charter capital, - by transferring the full or partial total amount of the difference of the bank s net assets (capital), total amount of capital reserves and the liquidation and nominal values of preference shares to the charter capital By means of increasing the nominal price of the shares the Bank cannot increase the charter capital more than it has been approved in the last balance sheet or net asset value determined in the results of the latest audit the certificated will be considered invalid in case the share certificates are not replaced or in case of not applying for a certificate corresponding record determination for a period of not less than one year The Bank may not issue shares to cover the losses generated by its business activity The reduction of the Charter Capital of the Bank: The actual reduction in the Charter Capital of the Bank during its activity by distributing the profits of the shares or otherwise is prohibited, except the cases stipulated by the RA law "On Banks and Bank Activity" and in accordance with the current Chapter The shareholders of the Bank have the right to vote may demand repurchase of the shares they own: - In case of resolution of reorganization of the company, suspension of a preferential right or conclusion of a major transaction (in case where a decision on conclusion of such transaction is made by the General Meeting) / and when the mentioned shareholder voted against the reorganization, suspension of preferential right or the mentioned major transaction conclusion or did not participate in voting of these issues; - In case of charter amendments or changes, or a new version of the Charter has been approved, in result of which the rights of shareholders have been limited and they voted against or didn t participate in the vote the participation repurchase of the Bank is taking place by the market price, which is determined without giving the right to repurchase participation value and without taking into account the changes arising from the Bank s operations The decrease of the Bank s Charter Capital is allowed in cases stipulated by the RA law On Bankruptcy of Banks and Credit Organizations " For repurchasing the participation the consent of the Central Bank Board of the RA is needed It is prohibited to make discounts on shares, purchase or acquire or otherwise compensate, collateral on loans, except the cases as prescribed in paragraph six of the Article No. 36 "On Banks and Banking Activity", which provides the purchase of the shares by the Bank, as well as the cases when collateral of share or purchase of the shares is necessary for the Bank to prevent possible losses arising due to non-performance or improper performance of the obligations, in addition the Bank is obliged to

10 sell them within 2 months upon acquisition of the shares with the ownership rights. The period can be extended for 6 months, with the permission of the Central Bank The Bank may establish a reserve fund equal to 15% of the charter capital. If the reserve fund is less than the size specified in this Charter, the allocations to this fund are made in the amount of at least 5% of the profits, as well as funds from the difference between cost and the nominal value of the new issued shares. The reserve fund is used by the decision of the Council to cover bank losses, as well as the repayment of bonds and redemption of shares if the bank's profit does not meet that goal. The reserve fund cannot be used for other purposes The Board may decide to create other funds, which aim to promote the economic development of the Bank and to satisfy social needs and requirements of the workers of the Bank. The allocations order and amount of that fund is determined by the Board The register of shareholders is regulated by the Central Depository of Armenia By the decision at the General Meeting the Bank may unite /consolidate/ outstanding shares and increase the nominal value or divide into smaller nominal value of shares The share is indivisible. In case the same share belongs to several persons, they are considered as one shareholder and the Bank may exercise any of their rights or the common representative It is not allowed to release the shareholder from obligation of paying for the shares, including offsetting of claims against the bank Shares of Bank employees should not exceed 25% of the charter capital of the bank The Company has right to allocate a fixed or floating dividends, cumulative, convertible preference shares and other types of shares Owners of preferred shares have no voting right at the meeting Preferred shares of certain class provide the shareholders the owners the same rights Holders of preferred shares are entitled to vote at the meeting, if the issues reorganization or liquidation of the company are discussed When the conversion of preferred shares into common (ordinary) shares the Company shall repay all the debts in respect of holders of preferred shares or with their consent to take the obligation to pay the debts in some other form Holders of preferred shares shall have the rights established prescribed by Article 37 of the RA Law "On Joint Stock Companies" and bare the obligation set by the same article. 4. SHAREHOLDERS OF THE BANK

11 4.1. In the formation of Bank Charter Capital may take part legal and physical entities of Republic of Armenia as well as foreign legal and physical entities The shareholders of the Bank are obliged: not to disclose confidential information concerning the Bank's activities, The shareholders of the Bank may bear other liabilities as prescribed by the Charter and which do not conflict with the Law and other legal regulations To refrain from all types of activities that can cause damage to the Bank Each ordinary share of the Bank gives its owner the same rights as the shareholder of the Bank may have. The shareholders of ordinary shares have the right: to participate in the General Meeting of the Bank with the right to vote on all issues, to participate in the management of the Bank, to receive dividends from the profits occured from the Bank's activities, to obtain any information specified by law regarding the Bank's operations, to authorize a third party to represent his or her rights at the meetings, to make proposals at the general meeting of shareholders, to vote at the general meeting of the Bank s shareholders in accordance with the number of shares they hold, to file a lawsuit with the aim of appealing decisions which contradict acting laws and other legal acts adopted by the General Meeting of Shareholders, In case of the liquidation of the Bank to receive the part of the property belonging to him 4.4. to acquire the right to repurchase the shares if: a decision of reorganization of the Bank, termination of a preferential right or a big deal has been made, and the shareholders of the mentioned bank voted against the reorganization of the Bank, termination of a preferential right or a big deal or did not participate in the voting procedure; Some amendments or changes have been made in the Charter, or the Charter has been approved in a new edition, in the result of which the rights of those shareholders were limited, and he voted against this issue or did not participate in the voting procedure To use other rights as determined by the law The shareholders of preferred shares have the right: a) to participate in the General Meeting of Shareholders without the right to vote, b) to receive dividends from the profits of the Bank's activities, in the amount and manner determined by the decision made at the General meeting of shareholders, c) to obtain any information specified by law regarding the Bank's operations,

12 d) In case of the liquidation of the Bank to receive the part of the property belonging to him 4.5. The person or persons related to the Charter capital of the Bank may, as prescribed by law, acquire significant (direct and indirect) participation (not significant) only by the preliminary consent of the Central Bank of RA. The mentioned person must meet the requirements of the legislation. The basis for the application refusal of the Central Bank may be the existence of the following facts: a) the person has been convicted for a crime committed intentionally. b) by the legal decision or judgment the person was deprived of right of holding position in the financial, banking, tax, customs, commercial, economic, or legal sectors. c) A person was declared bankrupt and had unpaid liabilities, d) The person s activities have led to the bankruptcy of a bank or other entity. e) the mentioned person or persons relating to him previously committed an act which by the RA Central Bank s guidance or that the RA Central Bank believes or has grounds to suspect that the mentioned person as the bank s top-management and decision-making body entitled to vote, may lead to the bankruptcy or financial deterioration or discredit its image and business reputation. f) the current transaction is aimed at or may affect or may result in limitation of free market competition. g) As a result of this transaction, in the RA banking market the person or related persons acquire the significant participation which enables them to predict the legal operations or tariffs or market conditions permitted at least in one of the Banks h) The submitted documents validate the form and order of the RA Central Bank or the documents or information therein is false or contain inaccurate information. i) According to the reasonable opinion of the RA Central Bank the person who acquires significant participation or relating persons, is in financial bad condition or the poor financial condition of that person or the relating persons may cause financial deterioration of the Bank, or according to the Bank s opinion the activities of the person who have significant participation may prevent the Central Bank to implement effective control or fail to identify or effectively manage the risks. j) the person did not submit sufficient and complete evidence on the legality of funds invested (documents, information, etc.) Acquisition of other participation along with the above mentioned, will be refused if: a/ the main economic standards of the Bank will be violated, b/ Based on the approved by the Council of the RA central Bank guidance. The Central Banks believes or there are grounds to suspect that the transaction may occur deterioration of the financial condition of the Bank, or discredit its image and business reputation. This paragraph shall not apply "on Securities Law of the Republic of Armenia on ", on acquiring participation in the Chapter capital, as determined by the RA legislation, in case it has been made at the stock exchange and does not exceed the 20 /twenty/ percent of the Charter capital, and in case of exceeding only by the prior consent of the Central Bank.

13 5. DISTRIBUTION OF THE BANK PROFIT 5.1 The Bank can pay the dividends based on the quarterly, semi-annual and annual results. As a result of its activities, the bank's income is subject to taxation in accordance with the RA law After making the tax and other required payments under the legislation the Bank s remaining profit is formed, the distribution of which is made by the decision of the Shareholders General Meeting, with the aim of dividend payment, replenishment of the determined funds and development of the Bank A decision on the annual dividends payment to the shareholders is made by the Shareholders General Meeting, where the amount and timing of payment is defined. Dividend payment is made in accordance with the procedure approved by the Board. 5.4 The distribution of the dividends to the Shareholders is prohibited, if the losses (damage), suffered by the Bank are equal or exceed the amount of the Bank retained net profit, existing in the Bank at that moment. 6. GOVERNING BODIES OF THE BANK 6.1. The Governing bodies of the Bank are: Shareholders General Meeting, which is the Supreme body of the governing boidies of the Bank, The Board, which is elected at the general meeting of shareholders, The President of the Council (board) The Department of the Bank Annual General Meeting of shareholders is convened after the end of the fiscal year, within the period of 6 / six / months All the other meeting besides the annual shareholders meetings which are convened to discuss urgent issues are considered special The Special Shareholders General Meetings are convened by the decision of the Council, on its own initiative, by the request of the executive body, Bank s external auditor or shareholder(s) holding at least 10 percent of the voting shares at the moment of request The shareholders have the right to vote in accordance with the number of shares they own in the charter capital. The shareholder has a right to participate in the meeting personally or through an authorized representative.

14 6.6. The Shareholders General meeting is considered to be legal if at the time of completion of the registration of participants more than 50% shareholders have been registered. 7. THE EXCEPTIONAL RIGHTS OF THE SHAREHOLDERS GENERAL MEETING 1/ Approval of the Charter of the Bank, making amendments and changes, approval of the Bank's charter in new edition, 2/ Reorganization of the Bank, 3/ liquidation of the Bank; 4/ confirmation of interim and overall liquidation balance sheets, appointment of the Liquidation Commission; 5/ approval of the numerical staff of the Council, election of its members, and the prescheduled revocation of their powers. The questions, relation to the confirmation of the numerical staff of the Council and the election of its members, are discussed exclusively at the annual General Meetings. The matter, relating to the election of the members of the Council may be discussed at the extraordinary Meeting, if it adopted a resolution of the prescheduled revocation of the powers of the Council or some of its members; 6/ stipulation of the maximal size of the declared shares capacity and the increase of the Bank Charter Capital; 7/ confirmation by the Council of the person carrying out the external audit of the Bank; 8/ Confirmation of the Bank s annual financial statements, profit and loss distribution. The decision on annual payment of dividends and the annual dividend amount confirmation; 9/ In cases stipulated by law the adoption of the decision not to apply the preferential right in purchase of shares. 10/ confirmation of the procedure of holding the General Meeting, 11/ as stipulated by Law the conclusion of large transactions, relating to the alienation and acquisition of the Bank property (exceeding 50% of the balance value of the Bank); 12/ the remuneration of Board members The decisions at the Bank's meeting are made by the simple majority of the votes of shareholders - owners participating in the meeting. And the decisions set under the subpoints (1), (2), (3), (4), (6) and (11) of point 7, which are adopted in the General Meeting of Bank Participants -by the decision adopted by 3/4 of votes and the decision made by the rest subpoints should not be less than 2/3 of votes of shareholders. The process of preparation, holding, the Meeting of the Bank are carried out in accordance with the established procedure for preparation and running the meetings, using ballots determined by law. Notice of Shareholders' Meeting shall be published in the press with a circulation of 2,000 or more copies and in the bank's official website, 15 / fifteen / days prior the date of convening of

15 the meeting. If within the mentioned period the the specified newspaper does not publish, then the notice on convening the Shareholders Meeting goes to the other newspaper as determined by the Council The confirmation of the Bank s Council Regulations, amendments and additions are made by 3/4 of votes of the participating shareholders who have right to vote Decisions of the General Meeting of Shareholders may be adopted without holding a meeting, voting in absentia (by poll). Any issues concerning the subpoints (2), (3) and (8) of the paragraph 8 of the current Charter cannot be taken by voting absentia. The General Meeting may summon such meetings, during which the Participants of the General Meeting may contact with each other through telephone, telecommunication or some other means in the regime of real time. Such sessions (inquiry) are not considered to be held in absentia The decision adopted in absentia at the Shareholders Meeting of the Bank has legal force, if more than half of owners participated in the voting procedure The voting in absentia is carried out in accordance with requirements stipulated in the article 79 of the RA Law On Joint Stock Company, using relevant ballots Within 5 days after the close of the Meeting the minutes of the Meeting are made up in 2 copies, which contains the basic provisions of speeches, questions put to vote, result of voting on these issues, and the decisions taken at the meeting. The issues vested by the exceptional rights of the Shareholders General meeting cannot be transferred to the executive body THE COUNCIL OF THE BANK The Council of the Bank carries out the general management of the activity of the Bank, in the limits of the matters that are within the competence Council by the law The members of the Council are elected at the annual general meeting of shareholders for the appointed term by cumulative voting procedure of shareholders, pursuant to which the number of shareholders votes is multiplied by the elected (re-elected) number of members.the persons who are not shareholders of the bank may also be included in the Council of the Bank. Proposals on candidates for the Council membership may also be provided by the Council The quantity of Council members is determined by the General Meeting decision not less than 5 /five/ and not more than 15 /fifteen/ members The total duration of Bank s Council members authorities are not limited. In case of pre-term stopping of authorities of Council members are elected in the Extraordinary General Meeting by present Participants of the Bank. The election is taking place in the same procedure, as in the annual general meeting when the council members are elected, in accordance with the procedure established by the General Meeting preparation and holding The Shareholders of the bank which at the moment of forming the participation list of the General meeting hold 10 or more percent of the outstanding voting shares, have the right to be included in the Council or appoint their representative without election.

16 7.13. The Shareholders of the bank which at the moment of forming the participation list of the General meeting hold up to 10 percent of the outstanding voting shares, may unite and when the 10 or more percent of the outstanding voting shares is formed, they have the right to be included in the Council or appoint their representative without election. The inclusion of a representative into the Council in such manner is possible only in accordance with the law and in case of existence of the corresponding contract and by notifying the general meeting about the mentioned contract. Copies of the contract will be provided to all shareholders of General Meeting and in case of voting in absentia the ballots should be filled in at least 30 / thirty / days before the determined period The Shareholders of the Bank which have small participation in the Charter Capital have the right to include their representative in the Council without election. In the election process of the representative of the Shareholders of the Bank which have small participation in the Charter Capital may participate only shareholders of small participation who are present at the General Meeting or their representatives, even if the number is one and who didn t participate in the contract signing The candidate who received the maximum number of votes is considered to be included in the Council of the Bank as the representative small shareholders without election of the participants of the General Meeting. In case two or more persons received the equal number of votes, the person who maximum meets the standards determined by the RA Central Bank will be included. In case no representative is proposed at the small shareholders general meeting, the Council is liable to transfer the authority of small shareholders interests protection to one of the Council members Exceptional Rights of the Council are as follows: a/ The main activities of the bank, including confirmation of the future development program of the Bank, b/ holding the annual and special general meeting, approval of agenda, list of shareholders entitled to participate in meetings for one year, month period or the appointing the date, as well as the resolution of problems that are related to the convening, organization and holding, implementation of preoperational works, except the cases stipulated in the point 6 of the Article 74 of the RA law On Joint Stock companies. c/ Appointment of the Executive body (management)of the Bank, confirmation of early termination of their powers and remuneration, expenses, order and terms of compensation. d/ The establishment of internal control standards, formation of the internal audit department of the Bank, confirmation of its annual work program, early termination of powers of internal auditors and their remuneration terms. e/ Approval of annual cost estimates and performance. f/ The Bank's internal organizational structure and job / staff list / confirmation.

17 g/ represent proposals on dividends payment at the general meeting, including the preparation of the list of shareholders entitled to receive dividends, where the shareholders which have been included in the register of Bank s shareholders, at the moment of formulation of the list of participants at the general meeting. h/ Preliminary approval of the annual financial statements of the Bank and the General Meeting. i/ External auditor s representative s introduction to the General meeting confirmation. j/ The remuneration of the person carrying out the external audit. k/ carrying out measures to remedy identified deficiencies in the result of audit or other inspections l/ the adoption of internal legal acts which determine the procedure for implementing the financial operations. m/ Confirmation of territorial and independent structural units charters, distribution if functional duties in the independent structural subdivisions of the Bank. n/ Determination of the accounting policies, maintenance and preparations of financial statements, accounting principles, methods, rules, forms and procedures. o/ the use of reserve and other funds of the bank p/ the increase of the nominal value of shares or increase of the chapter capital through distribution of additional shares. q/ adoption of decision for distribution bonds or other securities of the Bank. r/ Establishment of subsidiaries and dependent companies, participation in those companies, if that participation is not a major transaction s/ Approval of internal documents regulating the activities of the governing bodies t/ determination of the market price of the property in accordance with law u/ purchase or repurchase of outstanding shares, bonds and other securities as stipulated by the law v/ conclusion of major transactions regarding the bank's property disposal and acquisition (25-50% of the book value of assets) w/ decision making in creation and termination of the bank s branches, representative offices and institutions

18 x/ selection of information provision regarding the general meetings as well as materials and way of provision, including selection of media y/ the remuneration of Council members, z/ establishment of associations of commercial organizations and participation, ab/ implementation of other exceptional right as determined by the legislation The Council of the Bank may establish committees for the purpose of making the works more effective, the decisions will have advisory /consulting/ character. The Council of the Bank must at least once a year discuss at the Council meeting and if necessary review the main directions, operations, strategy, procedures and internal regulations of the Bank. At least once a quarter, according to the determined by it form, the Council of the Bank should discuss the statements of the Executive Director (Department), internal audit department and General Accountant The Council meetings should be hold at least once every two months by the president The Council meeting of the bank are hold by the President of the Council by the written request of the Council member, Executive Director (Department), the person who implement the external audit, Council of the Central Bank, as well as the shareholder owning 5 or more percent of the voting right. The Council meeting of the bank is competent (has quorum) if more than half of the Council members are present. The decision of the Council is adopted by the majority of votes of the members present at the meeting. In case of equal number of votes the vote of the Council s President is decisive. The participation of the persons in the Council meetings who are not the members of the Council are regulated by the regulations and decisions confirmed by the general meeting Decisions of the Council Meeting of the Bank may be adopted without holding a meeting, voting in absentia (by poll). Any issues concerning the subpoints (c), (d) and (i) and (l) of the paragraph 7.18 of the current Charter, as well as confirmation of future development of the program, election of the President of the Council cannot be taken by voting absentia. The Council may make decisions in such meetings, during which the Participants of the Meeting may contact with each other through telephone, telecommunication or some other means in the regime of real time and during that sessions the participants of the meeting will be able to listen to each other, and it will be considered that they have participated personally, so such meeting will not be considered as a meeting held in absentia Such sessions (inquiry) are not considered to be held in absentia The Council meetings are recorded. Minutes of the meeting should be prepared within 10 /ten/ days after closing the meeting The Council members are paid in a monthly basis At least once a year the Council of the bank should discuss the reports of the person implementing the external audit (letter to the management), as well as discuss and if necessary review the directions of the bank, strategy, regulations and other internal legal acts At least once a quarter, the Council of the Bank should discuss the statements of the Executive Director (Department), internal audit department and General Accountant, together with the quarterly

19 results of the Bank's activities. The discussion forms and content of the reports shall conform to the form and content of reports adopted by the Bank The Council meetings are recorded. The Council meetings minutes are submitted to the Council committees, internal audit, the person implementing the external audit on their request. Decisions taken by the Council should be delivered to the interested parties within 10 working days. The decisions shall enter into force upon its adoption, except when the decision indicates the dates of entry into force All the discussions of the issues of the Council meetings can take place only with the obligatory participation of the President of the Council who has an advisory vote In the minute of the meetings the following is stated: a/ the year, month, day, hour and place of the meeting; b/ Participated persons; c/ agenda of the meeting; d/ questions that are put to the vote, as well as the voting results, in accordance with each participated member of the Council; e/ the opinions of members of the Council and the persons participating in the meeting on the issues that were put to vote; f/ decisions adopted by the General Meeting: The minutes of the Council meeting is signed by the all members participating in the meeting, who bear responsibility for the accuracy and reliability of information thereof. - Council meetings are chaired by the President of the Council, who signs by the meeting's decisions. The President of the Council is responsible for the accuracy of the information in the decision The authority of the members appointed by the General meeting can be early terminated on their request or if: 1/ he has been recognized incapable or limited capable by the legal court decision 2/ During holding the position such circumstances have arisen by virtue of which he is forbidden to be the Council member or the Head of the Bank; 3/ During a period of one year he was absent from the meeting minimum ¼ of which are of unexcused reasons or, in general, and including at least half of excused and unexcused absences. The absentia participation is considered to be full participation according the the current charter. 4/ he was disqualified or deprived of the right to hold a certain position as prescribed by the legislation. 8. THE PRESIDENT OF THE COUNCIL OF THE BANK

20 8.1. The President of the Council of the Bank is elected by the members of the Council of the Bank, by the majority of votes of the total number; 8.2 The Chairman of the Council of the Bank organizes the work of the Bank Council (holds meetings, gives instructions within his powers); 8.3. convenes and preside over the sittings of the Bank Council; 8.4. organizes and holds the Council meetings minutes; 8.5. presides over the General Meeting of the shareholders of the Bank; 8.6. organizes and coordinates the works of the committees under the Council; 8.7. Signs contracts with the president and members of the division. In case the President of the Council is absent his duties are implemented by the senior member of the Bank Council. 9. THE CHAIRMAN OF THE BOARD OF THE BANK The management of the Bank s current activity is carried out by the chairman of the board, whose exceptional right is to represent the Bank in the Republic of Armenia and in foreign countries, conclusion of transactions on behalf of the Bank, act on behalf of the Bank without power of attorney, granting of powers of attorney, including powers of attorney with right of substitution. The Chairman of the board 9.2. manages the Bank property, including financial means, makes orders within its competence, gives orders, instructions and all required instructions, and monitors their performance Hires and dismisses the employees of the Bank, makes employees replacement /rotation/, 9.4. Provides incentives and disciplinary liabilities of the bank employees, 9.5. make duties distribution of the deputy of the president and members, 9.6. resolves other issues vested by the Charter, carries out other functions within its competence, 9.7. submits internal legal acts, rules and regulations of subdivisions, management structure of the Bank for Council confirmation, 9.8. represents the interests of the bank, 9.9. within the frames of annual expenses budget approved by the Council confirms the positions /the amount of each employee s salary/, except the cases prescribed by the law,

21 9.10. opens correspondent, including currency and all kinds of accounts of the bank as prescribed by the legislation, Implements other powers related to the management of the bank in accordance to legislation, current charter, as well as regulations determined by the Council, The chairman of the board should act in good faith and proper manner in the interest of the Bank represented by him, Matters that are not set by law or the charter, as the General Meeting, Council or internal audit subdivision competence, belong only to the authority of the President The chairman of the board regularly, quarterly submits reports on his activities as prescribed by the Council, the decisions on competence of the chairman of the board can be transferred only in case of temporary replacement of the chairman of the board to the person having the authority while his replacement, The powers of chairman of the board can be temporarily transferred to the substitute in a proper manner, in case the latter meets the qualifications and professional adequacy criteria set by the Central Bank. 10. THE BANK MANAGEMENT The Bank management consists of not less than 6 members. The member of the Bank management can be the chairman of the board, deputies, chief accountant, managers of the internal divisions/departments of the bank and divisions/ department in general The Bank Management: submits internal legal acts, rules and regulations of subdivisions, management structure of the Bank for Council confirmation, provides implementation of the decisions of the Council of the Bank made at the general meeting, implements the overall current management of the Bank s activities organizes the implementation of the decisions of the General meeting, council of the bank and decisions adopted by him holds its meetings as necessary but not less than once a month,

22 within its competence determines the tariffs for services provision of the bank, cash services, maintenance of drams and other currency, accounting and reporting and monitor the above mentioned activities, within its competence determines interest rate policy on credit and debit transaction supervises the performance of legislation in the bank and its structural divisions, prior discusses the issues to be discussed at the Shareholders General meeting and the Council meeting of the bank, discusses the review, screening materials, reports of the heads of departments of the Bank, confirms the obligations of the bank s employees and executive officers of other subdivisions as well as employee s rights and obligations, discusses other matters submitted for consideration to the president of the division by the members of the division and Bank's structural units, organizes the development of strategic plans of the bank and it discussion, as well as organization and development of internal policies, regulations, policies and procedures related to different spheres of Bank s activity, discusses the report of the executive bodies of the structural divisions of the bank, of the president of the bank, division members and other issues submitted to by the structural divisions of the bank, Matters that are not set by law or the charter, as the General Meeting, Council or internal audit subdivision competence, belong only to the authority of the division The president of the division and the members of the division can take paid positions in other organizations only with the consent of the Council of the Bank The division meeting has the right to solve the submitted issues, in case more than the half of the member are present at the meeting. Decisions are taken by simple majority voting. In case of equal votes, the President s vote is decisive Division meeting minutes shall be signed by all members participating at the meeting. The meetings are held by the president of the division The holding and organization of the division meeting are regulated by the regulations determined by the Council of the Bank The head of the legal department, head of the Risks department, head of the security department and heads of the subdivisions and branches managers determined by the Division President, may also participate at the division meeting, if necessary The heads of the structural divisions of the bank participate in the division meetings in accordance with the president s decision and invitation.

23 The managers of the bank subdivision have a deliberative vote when participating in the Board meetings Those issues which have not been set as belonging to the authority of the General Meeting, Council or internal audit subdivision according to the law or the current statute, are within the authorities of the Board The Board of the bank is competent to discuss and make decisions regarding any issue, which according to the law or the current statute is not set as an exceptional right of the Council or Shareholders General Meeting The managers of the bank are obliged to act in discharge of their duties in accordance for the bank s interests and to perform their duties in a scrupulous and reasonable way The responsibilities of the bank managers as well as the exemption from any liability is based on the 60.1 article of the RA Law about banks and bank activities The bank management during the performance of their official duties, do not have any right to influence or interfere with any of the bank activities, except when stipulated by the RA law The bank management can have a right to carry weapons in accordance with the RA Law The damage caused by the illegal influence on the Bank management or illegal interference in the bank activities is subject to the corresponding reimbursement in accordance with the RA Law. 11. The Chief Accountant of the Bank /deputy/ The chief accountant of the Bank /or the person accomplishing such like obligations/ realizes the rights and obligations set for the chief accountant by law "On Accounting" of Republic of Armenia The chief accountant of the Bank is appointed by the Council of the Bank, nominated by Chairman of the Bank Board The rights and obligations of chief accountant of the Bank can not be transferred to the General Meeting, to the Council, members of Board, internal audit subdivision or some other person The chief accountant of the Bank bears the responsibility for conducting the accounting of the bank, its condition and authenticity, financial statement, financial and statistic statements for submitting in time to state government bodies established by law and other legal acts, as well as for the authenticity of financial information which is submitted to the bank members, creditors, press and other means of mass media, in accordance with law, other legal acts and Bank Statute At least once in each trimester the chief accountant of the Bank submits financial statement to the Chairman of the Board and the Council, in a form and content approved by the Council.

24 11.6. The responsibilities of the members of the Bank Council, Chairman of the Board and the members of the board are set in accordance with the RA Law The internal legal acts regulating the activities of the Bank are published on the website of the Bank in accordance with the law and regulations prescribed by the internal legal acts of the Bank. 12. ACCOUNTING, REPORTS AND SUPERVISION OF BANK The results of the Bank activities are reflected in the reports of the Bank that are submitted to the Central Bank of Republic of Armenia in accordance with the procedure, stipulated by it Bank makes and publishes the accounting and financial reports, in accordance with the Accountancy international standards, the RA Law "On Banks and Bank Activity" and other legal acts The fiscal year of the Bank activity starts on 1 January and ends on 31 December of the same year The exclusive right of supervising the activities of banks belongs to the Central Bank of Armenia. 13. THE INTERNAL AUDIT SUBDIVISION OF BANK The Chairman and members of the internal audit subdivision are appointed by the Bank Council. The Bank managerial body members, other managers and employees, as well as persons interrelated with members of executive body can not be involved in the internal audit The internal audit of the Bank: a/ controls the current activity of the Bank and operational risks, b/ controls over the execution of orders of the Chairman of the Board, territorial and structural subdivisions, given to the Chairman of the Board, managment of the Bank within the frameworks of law, other legal acts and internal acts of the Bank, c/ makes conclusions and proposals relating to the matters submitted by the Bank Council, as well as proposed in his own initiative The head of the internal audit submits the reports of annual audit to the Bank Council and Executive Director. In special cases, if in the well-grounded opinion of the internal audit there had been revealed substantial violations, and these violations are the result of acts or inactivity by the

25 Chairman of Board /Board/ or the Council, then the report is submitted directly to the Council Chairman The activities of the bank internal audit subdivision are regulated in accordance with the internal audit regulations and other legal acts In case of revealing violations of the law, other legal acts, the internal audit is obliged to submit them to the Bank Council, at the same time suggesting the necessary measures for eliminating the violations, as well as measures to be taken in order to avoid any violations in the future. 14. EXTERNAL AUDIT OF THE BANK The financial-economic check of the bank is done every year by an external audit. The external auditor is selected by means of the competition based on the regulations of the bank and is approved by the General Meeting? The financial check of the bank by the external audit can be done on demand by at least of 5 % of the shareholders. The shareholders can select the external audit specialist by paying him/her for the provided services. In case this audit was justified by the General meeting the shareholders can ask from the Bank for the reimbursement of costs paid to the auditor. The external audit can be done any time also by the request of the Bank Council on the expenses of the bank The conclusion of external audit is submitted to the Central Bank before 1 st May of the year following the current fiscal year. 15. BANK AND CUSTOMERS RELATIONS The bank customers relations are based on the contracts The Bank is obliged to set certain rules in order to avoid conflicts of interest, in particular: a/ bank's obligations towards one customer should not conflict with its commitments towards another customer b/ the interests of the managers and employees of the Bank should not conflict with Bank's commitments to its clients When signing a leasing agreement with the customer, the bank is prohibited to force the customer to sign any other agreement for using other banking services On customer request the bank is obliged to submit to the cutomer any information subject to publishing except for cases prescribed by law In case of violation of the regulations of this article or provision of any obviously false or misleading information, the Bank bears responsibility in accordance with the RA legislation.

26 16. BANK TRANSACTIONS INTERESTED PARTIES AND MARKET VALUATION OF THE PROPERTY The appearance of the interested parties in the bank transactions, information on the interest in transactions, in case of interest the transaction procedure, the consequences of non-compliance with the transaction procedures as well as the procedure for determining the market value of the Bank property is determined by the provisions of articles of RA law on Banks and Banking Activities. 17. PREVENTION OF MONEY LAUNDERING AND FIGHT AGAINST FINANCING OF TERRORISM For the purposes of prevention of the circulation of the illicit proceeds and financing of terrorism, the composition of the Bank's internal regulations and the implementation of any actions by the staff or subdivision of Bank, special data collection, termination and suspension of suspicious transactions, and the application of relevant measures in case of the violation of legislation is done in accordance with the provisions of the RA law on Money laundering and fight against terrorism financing and the relevant provisions of the RA Central Bank and legal normative acts based on regulations adopted by the Bank. The bank is controlled and administered by appropriate licensed professionals. 18. TERMINATION OF THE BANK ACTIVITY The activity of the Bank can be terminated in accordance with the legislation. The activity of the Bank is terminated by means of restructuring (unification, reorganization) and liquidation. The Bank me be reorganized by means of merging with some other bank and reorganization of the Bank The reorganization of the Bank /change of organization-legal form/ is carried out by the Civil Code of Republic of Armenia, RA law on Joint Stock Companies, RA law on "On Banks and Bank Activity The liquidation of bank is done in the following cases: a) in case the license is recognized invalid

27 b) in case the license is revoked c) in cases set by RA Law on " Bankruptcy of RA Banks Investment Companies, Investment Funds, Credit Organizations and Insurance Companies d) by decision of the Bank General Meeting e) other cases set by laws By the decision of the bank's General Meeting based on the decision to apply to the Central Bank for obtaining a prior consent for liquidation, the Bank submits to the Central Bank an application for preliminary consent on liquidation together with the documents justifying the need for liquidation. The list of these documents is set by the RA Central Bank Board. After getting the preliminary consent on liquidation from RA Central Bank, the Bank can take measures for terminating its obligations towards its creditors. After terminating these obligations, only General Meeting can make decision on liquidation and submit an application for liquidation to RA Central Bank by attaching the documents justifying the liquidation. After getting permission for liquidation from the Central Bank, also a decision for revoking the license is made. By the decision of the General Meeting, the procedure of closing of the Bank accounts is set by the RA Central Bank Council The Liquidation Committee of the Bank is formed from the moment of decision, adopted by the Court or Council of the Central Bank for the purpose of Bank liquidation, selling its property /means/ and satisfying the lawful requirements of the creditors, at least in 5 days-time period, based on the regulations set by the Bank statute. The Committee is formed at least by 3 members. The Chairman and members of the Liquidation Committee can be only the persons who received special qualification from the RA Central Bank Before formation of the Liquidation Committee, the powers of liquidation commission are accomplished by the executive director or any other person having the same power. After formation of Liquidation Committee it takes over all the powers and responsibilities After the formation of the Liquidation Committee in three days the Bank makes statement in the press and notifies the RA Central Bank on liquidation of the Bank and order and time of requirements, to be submitted by the creditors, which cannot be less than two months In case the Liquidation Committee is not formed, the Liquidation Committee of the Bank is formed by the decision of the RA Central Bank Council.

28 18.9. According to the regulations set by law the Liquidation Committee starts the process of the liquidation of the Bank. For the purposes of supervising the liquidation process, the RA Central Bank can make a check In case of the Bank liquidation, all funds of the Bank, including any income received from the sale of bank property shall be addressed to satisfy the claims of bank creditors, as prescribed by the legislation of the Republic of Armenia, and the remaining part is distributed among shareholders in proportion to their shareholdings in the bank's charter capital. In the matter of liquidation of the Bank the demands of the preferential shareholder (including the dividends) are subject to satisfaction after satisfying all other Bank's demands, except ordinary shareholders demands The bank is considered to be liquidated after the RA Central Bank approves the liquidation balance sheet which is approved by the General Meeting of the liquidated bank, and submitted by the Liquidation Committee. The Bank is considered to be liquidated, its existence ceased from the moment of registering that fact in the register book at Central Bank of Republic of Armenia and after that procedure the Bank is considered to be liquidated and its activities terminated. The RA Central Bank sends notification about liquidation to the state body responsible for state registration of legal entities. Liquidation Committee publishes a reference concerning the Bank liquidation in form set by RA Central Bank. Prometey Bank CJSC Chairman of the Board /signature/ Emil Soghomonyan

29 'Prometey Bank" CJSC Chairman of the Board /signature/ Emil Soghomonyan tln this day of November fourth, two thousand and sixteen, R{}'RAPETYAN, certi0z the authenticity of this photocopy. I, RA Kentron territory Notary public ATOM Registration No State duty and service payment have been levied according to the RA Laws "About state du{" and "About notaries public" Notarypublic/signature/ A.Hayrapetyan lseal/ TranslatedfromArmenian into EnglishbyNotaryTranslatorofKentron Territory Notaryoffice ofl SARYAN GEV2RG /TPAN 226ug614, Entrepreneurb certifrcate 01A0205s5 /iertttying it as a c1 accurate and true translation ofthe text. aa this day of Nouember fourth, two thousand and sixteen, r AT7M rrayraperyan of the Kentton Notary Territory of RA, certify the authenticity of the translatorb sign Armenian :?-!"t'*n rn accordance with Article -the 68 of the Law 'About the notary of the frepublx'"f A;;;;;':; confirm thar the document has been translated by the translator trusted by me, but not the facts stated in fevan State duty is exacted according to RA Laws 'About the Notary'& 'About State Dutv". SEAL Notarypublic /signarure/ 4uQbptugdtu? tjutqtugpntplnt0 pupqdtu72fi unnputqpntplut fiuqntplnt0p t/tut/bptugfublnt Lu0q1bpb0 ptupqduhbg ebhnpn7 hnnupuqtu7 niptutplt putpqiiqs et niq huqup nutub2{bgptlutllutlg ttnlltphplz2npu/th, bu. 11 ebhupn7 funuuptuqtufu 0nnup USNU.USTUquSSUUA ut(1ut1 nbpunfi hrybpb? ftq(fig pupqdut02fi 'll fiuqntplm0p: Unnuplttunfi duufi? w10 htuutnutnnd bd, np fituunutpqpfi ptupqtjtuhruplnt0p Quntupbl fiti 2htJ hutuntunnt[ bnn ptulufgyntuttnl L Outnu4ntplut? 46utn' unppfi tltuufi1" lt tituufi0"