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31 The entry of state registration APPROVED of the banking institution Deputy head of the Division - was made into the unified state National bank of the Republic of register of legal entities Tatarstan of the on 26 July 2002, Volga-Vyatka main branch basic state registration number of the Central bank of the Russian Federation Signature S.S. Sirazieva seal 30 June 2017 STATUTES Of the Joint-Stock Commercial Bank AK BARS (public joint-stock company) AK BARS BANK Approved by the Annual general meeting of shareholders Protocol # 19/ dd. 25 May 2017 Kazan 2017

32 Statutes of AK BARS Bank Chapter 1. General Provisions 1.1. Bank was established by the decision of the Annual meeting of shareholders (minutes # 1 dd. 30 August 1993) under the name Joint-Stock Commercial Bank AK BARS (joint stock company of closed type). In accordance with the decision of the General meeting of shareholders (minutes # 2 dd. 11 June 1997) full corporate name of the Bank was brought into accordance with the law currently in force and names of the Bank were defined as: Joint-Stock Commercial Bank AK BARS (closed joint-stock company) AK BARS Bank. By the decision of the General meeting of shareholders of the Bank (minutes # 3 dd. 9 July 1997), the decision of the General meeting of stockholders of Commercial bank Tatinfrabank (minutes # 27 dd. 3 July 1997), the decision of the joint General meeting of shareholders of the Bank and stockholders of Tatinfrabank (minutes # 4 dd. 9 July 1997) Bank was reorganized by merging with Tatinfrabank. The Bank is an assignee of CB Tatinfrabank on all the liabilities of the latter regarding all its creditors and debtors, including liabilities contested by parties. In accordance with the decision of the General meeting of shareholders of the Bank (minutes # 6 dd. 29 May 1998) full corporate name of the Bank was changed to Joint-stock Commercial Bank AK BARS (open joint-stock company). In accordance with the decision of the General meeting of the shareholders of the Bank (minutes # 7 dd. 30 June 1999), the decision of the General meeting of the participants of LLC CB Interkamabank (minutes #16 dd. 30 June 1999), and the decision of the Joint general meeting of the shareholders of the Bank and participants of LLC CB Interkamabank (minutes # 8 dd. 30 July 1999) LLC CB Interkamabank merged with the Bank. The Bank is an assignee of LLC CB Interkamabank on all the liabilities of the latter regarding all its creditors and debtors, including liabilities contested by parties. In accordance with the decision of the General meeting of shareholders (minutes # 11 dd. June 7, 2002) short corporate name of the Bank was brought into accordance with the current legislation, and the name of the Bank was defined as AK BARS Bank. In accordance with the decision of the General meeting of shareholders (minutes # 16/ dd. June 3, 2015) full corporate name of the Bank in Russian language was changed to Joint-Stock Commercial bank AK BARS (public joint-stock company), short corporate name of the Bank in Russian language was changed to AK BARS Bank. Name of the form of legal entity's incorporation was brought into accordance with the current legislation of the Russian Federation and defined as public joint-stock company Full corporate name of the Bank: in Russian language: Акционерный коммерческий банк АК БАРС (публичное акционерное общество); in Tatar language: Акционерлык коммерция АК БАРС банкы (ачык акционерлык җәмгыяте); in English language: Joint-Stock Commercial Bank AK BARS (Public Joint-Stock Company) The shortened name of the Bank: in Russian language: ПАО АК БАРС БАНК; in Tatar language: АК БАРС Банкы; in English language: AK BARS Bank The Bank has an exclusive right to use its official name The Bank has a round seal with its official full name in the Russian and Tatar languages, identification number of the tax payer and indication of its location, stamps, letterheads with its name and requisites, its own emblem and trade mark registered in the established order and other means of visual identification The Bank is included in the banking system of the Russian Federation and its activity is guided by the legislation of the Russian Federation, regulatory documents of the Bank of Russia and the present Statutes as well The Bank is a legal entity, owns its separate property included in its own balance sheet. The Bank acquires the status of a legal entity from the moment of its state registration Both legal entities and (or) individuals may be shareholders of the Bank.

33 Statutes of AK BARS Bank 1.9. The Bank is responsible for its liabilities by its property, it can acquire and exercise civil rights and bear civil liabilities, be a prosecutor and a respondent in a court Shareholders of the Bank are not responsible for the liabilities of the Bank and take the risk of losses connected with its activity within the value of shares belonging to them. The Bank is not responsible for the liabilities of its shareholders except the cases provided by the Russian legislation. The Bank is not responsible for the liabilities of the state and its authorities. The state is not responsible for the liabilities of the Bank except the cases when the state itself has undertaken such liabilities In the territory of the Russian Federation and/or outside its territory the Bank has the right to take part on its own or together with other legal entities or individuals in other commercial or noncommercial institutions, banking groups, banking holdings in accordance with the legislation of the Russian Federation and/or the respective foreign state law currently in force The Bank has the right to open its branches, representative offices and internal structural subdivisions in established order. The Bank in established order has the right to delegate to branches and internal structural sub-divisions the right to execute banking operations in the scope, specified by the Central Bank of Russian Federation, and in accordance with license for conducting banking operations, given to the Bank. The branch of the Bank has the right to open in established order its internal structural subdivisions and delegate them the right to execute banking operations and deals in accordance with license for conducting banking operations, given to the Bank, and with the Regulations of the branch. The Bank may establish subsidiaries. Relationship between the Bank and its subsidiary is built in accordance with the Agreement concluded between them or on the basis of the provisions of the subsidiary s Statutes The Bank is established without any limitation of its terms of activities and executes its activities on the basis of the License of the Bank of Russia, and of other licenses in accordance with current legislation of the Russian Federation Bodies of legislative and executive powers and bodies of local self-government do not have the right to interfere in the Bank s activities except the cases provided by law Based on government or public contract of rendering of services for government or public needs, the Bank may implement separate orders of the Government of the Russian Federation, of government executive bodies and bodies of local self-government, execute operations with federal budget funds, budget funds of subjects of the Russian Federation and of local budget funds and budget settlements, provide purposeful use of budget funds assigned to federal and regional projects. Such contract shall contain mutual liabilities of the parties and contemplate their responsibility, conditions and forms of control of budget funds utilization. Chapter 2. Locations of the Bank 2.1. Location of the Bank is a permanent place of its management bodies and main place of its activities. Bank s location: , Russian Federation, Republic of Tatarstan, Kazan, Dekabristov str., Location of the separate outlets of the Bank - branches: 1. Almetjevsky branch , Republic of Tatarstan, Almetievsk, Lenin str., 113A; 2. Ekaterinburgsky branch , Sverdlovskaya oblast, Ekaterinburg, Engels str., 17; 3. Elabuzhsky branch , Republic of Tatarstan, Elabuga, Razvedchikov str., 52а; 4. Zelenodolsky branch , Republic of Tatarstan, Zelenodolsk, Pervomayskaya str., 5; 5. Izhevsky branch , Republic of Udmurtiya, Izhevsk, Gorkogo str., 79; 6. Kazansky branch , Republic of Tatarstan, Kazan, Kremlyevskaya str., 8; 7. Krasnodarsky branch , Krasnodarskiy kray, Krasnodar, n.a. Mitrofan Sedina str., 176; 8. Mariysky branch , Republic of Mariy-El, Yoshkar-Ola, Uspenskaya str., 11; 9. Moscow branch , Moscow, Posledny lane, 24; 10. Naberezhnochelninsky branch , Republic of Tatarstan, Naberezhniye Chelni, n.a. Batenchuk E.N. str., 18; 11. Nizhegorodsky branch , Nizhegorodskaya oblast, Nizhniy Novgorod, Belinskogo str., 9/1; 12. Nizhnekamsky branch of , Republic of Tatarstan, Niznekamsk, Baki Urmanche str., 18; Interkama 13. Novosibirsky branch , Novosibirskaya oblast, Novosibirsk, Dimitrov ave., 7;

34 Statutes of AK BARS Bank 14. Permsky branch , Permskiy kray, Perm, Gazeta Zvezda str., 13; 15. Samarsky branch , Samarskaya oblast, Samara, Krasnoarmeiskaya str., 114-A; 16. North-West branch , St. Petersburg, Povarskoi lane, 2; 17. Ufimskii barnch , Republic of Bashkortostan, Ufa, Kommunisticheskaya str, 105; 18. Cheboksarsky branch , Republic of Chuvashiya, Cheboksary, Moscow ave., 3; 19. Chistopolsky branch , Republic of Tatarstan, Chistopol, Bebelya str., 132. Chapter 3. Banking operations and other transactions 3.1. The Bank is entitled to execute the following banking operations: to attract funds from individuals and legal entities (call deposits and fixed deposits); to place borrowed funds mentioned in the previous paragraph of the present article on its behalf and at its own expense; to open and maintain banking accounts of individuals and legal entities; to execute payments by order of individuals and legal entities, including correspondent banks under their banking accounts; to collect monetary funds, promissory notes, payment and settlement documents and provide cash services for individuals and legal entities; to buy and sell foreign currency in cash and by clearing; to attract precious metals to deposits and to place precious metals; to issue bank guarantees; to execute money funds transfers by order of individuals without opening banking accounts (excluding postal transfers). The Bank has the right to execute the following operations besides the above mentioned banking operations: issuing guarantees for the third persons providing execution by cash; acquiring the rights to claim from third persons to execute liabilities by cash; trust management of monetary funds and property under the agreements with individuals and legal entities; conducting operations with precious metals in accordance with the legislation of the Russian Federation; renting to individuals and legal entities special facilities or vaults therein for keeping documents and values; leasing operations; providing consulting and informational services; effecting professional activities in the stock market under the respective license. The Bank has the right to perform other deals in accordance with the legislation of the Russian Federation. All the mentioned banking operations are effected in rubles and foreign currency under the respective license of the Bank of Russia. Money transfers without opening banking accounts, except transfers of electronic money, are made by order of individuals The Bank has the right to: - receive from enterprises and organizations accounts, balance sheets, other information and documents confirming their paying capacity and security of the granted loans, to determine independently their adequacy; - have its share holding in the capital of other legal entities (including legal entities with participation of foreign investments), bank groups and holding companies; - present by attorney interests of third persons under the transactions of trust management by monetary funds and other property of third persons; - inquire information about project appraisal decisions which are planned to be carried out with the Bank s participation; - apply to the arbitrage court on filing a suit on insolvency (bankruptcy) against debtors not fulfilling their liabilities regarding repayment of their debts by the order established by the federal law;

35 Statutes of AK BARS Bank - fix interest rates and commissions for operations and services independently, except those regulated by the Central bank of the Russian Federation The Bank has all rights of the legal entity in accordance with the legislation currently in force. The Bank is prohibited to be engaged in industrial, trade and insurance activities. These limitations do not apply to concluding contracts, which are derivative financial instruments and make provisions for either one party s obligation to hand a commodity over to another party, or one party s obligation to purchase or sell a commodity when required by another party on terms defined when concluding a contract, if obligation to deliver is terminated without specific performance, and concluding contracts in order to execute functions of the central contractor and tradable deliveries operator in accordance with the Federal law # 7-FZ dd. February 7, 2011 On clearing, clearing activity and central contractor. These restrictions do not apply also to the sale of property acquired by the Bank in order to ensure its activities, and to sale property, disposed by the Bank in case of levy execution on collateral resulting due to the fact that debtor fails to fulfill its obligations secured by pledge or received by the Bank under the contract as compensation The Bank is entitled to issue, purchase, sale, registration, deposit and execute other transactions with securities that function as payment documents, with securities confirming attraction of money to deposits and bank accounts, with other securities, transactions with which do not require special license in accordance with the federal laws, as well as the right to execute trust management with such securities under the agreement with individuals and legal entities. Chapter 4. Charter capital of the Bank 4.1. The Bank's charter capital amounts to (thirty eight billion fifteen million three hundred and ninety six thousand three hundred and twenty six) rubles and has been divided into (thirty eight billion fifteen million three hundred and ninety six thousand three hundred and twenty six) ordinary nominal shares at nominal value of 1 (one) ruble each. The charter capital of the Bank consists of the nominal value of the Bank's shares bought by shareholders The following funds cannot be used for forming charter capital: borrowed funds; budgetary funds and funds of state off-budgetary funds, free monetary funds and other objects of property which are under jurisdiction of the government bodies except cases provided by the federal laws; other property the contribution of which into the share capital is forbidden by law The Bank s charter capital can be increased by increasing the nominal value of shares or placement of additional shares. The decision on increasing the Bank s charter capital by increasing the nominal value of shares is adopted by the General meeting of shareholders. The decision on increasing the Bank s charter capital by placing the additional shares is adopted by the General meeting of shareholders or by the Bank s Board of Directors in accordance with the present Statutes. The decision of the authorized management body of the Bank on increasing of the Bank s charter capital is permitted only after the registration of the previous change of the charter capital amount. Additional shares can be placed only within the quantity of the declared shares specified by the present Statutes. The decision on increasing of the Bank s charter capital by placement of additional shares can be made simultaneously with the decision to add to the Bank s Statutes the provisions on declared shares required under the current legislation or to amend the provisions on declared shares. The decision on increasing of the Bank s charter capital by placement of additional ordinary shares and preference shares of each type (category) within the quantity of the declared shares of this category (type) should contain information on: number of additional ordinary shares and preference shares within the quantity of the declared shares of each category (type); way of their placement; price of the placement of the additional shares placed by subscription, or the order of its determination (including preferential purchase right of additional shares) or indication to the fact that these price or order of its determination would be determined by the Board of Directors of the Bank no later than the placement of shares;

36 Statutes of AK BARS Bank form of payment of additional shares placed by subscription; The decision on increasing of the Bank s charter capital by placement of additional shares may contain other terms of their placement. The offering price of additional shares or procedure for its determining is established in accordance with article 77 of the Federal law dd. 26 December 1995 # 208-FZ On Joint-Stock Companies. The Bank s charter capital increase by placement of additional shares can be carried out at the cost of the Bank s property. The increase of the charter capital by increasing the nominal value of shares can be carried out only at the cost of the Bank s property. The amount by which the Bank s charter capital is increased at the cost of the Bank s property shall not exceed the difference between the amount of Bank s equity (capital) and the amount of the charter capital and of the reserve fund of the Bank. When the Bank s charter capital is increased at the cost of its property by placement of the additional shares, these shares are distributed among all the shareholders. Thus each shareholder is distributed shares of the same category (type) as the shares that it owns pro rata the number of the shares belonging to him. The increase in the charter capital of the Bank at the cost of its property by placing additional shares, resulting in formation of fractional shares is not allowed. Formation of fractional shares from shareholders the owners of whole shares as a result of distribution of additional shares is not allowed. When distributing additional shares to shareholders the owners of fractional shares, additional shares are distributed to fractional shares in proportion to fractional shares they own. Herewith such distribution does not form fractional shares The Bank s charter capital may be decreased by decrease of the nominal value of shares or by decrease of their total number, including buying a part of shares in cases specified by the Federal law dd. 26 December 1995 # 208-FZ On joint-stock companies. Decrease of the Bank s charter capital by buying and paying off part of shares is allowed. The decision on decrease of the Bank s charter capital by decreasing of the nominal value of share or by buying by the Bank part of shares for decreasing of their total number is adopted by the General meeting of shareholders. By the decision on decrease of the Bank's charter capital by decreasing of the nominal value of shares may be payments to all the shareholders of the Bank and (or) delivery of issuable securities of the Bank, placed by another legal person, to them. This decision shall determine: the value by which the Bank's charter capital is decreased; categories (types) of shares, notional value of which is decreased and value by which nominal value of each share is decreased; nominal value of share of each category (type) after decreasing; amount of cash resources paid to the shareholders of the Bank with the decrease of the nominal value of each share and (or) quantity, type, category of issuable securities, delivered to the shareholders of the Bank with the decrease of the nominal value of each share. The decision on decrease of the Bank's charter capital by decreasing of the nominal value of shares of the Bank is made by the General meeting of shareholders of the bank mostly by three fourth of the voices of the shareholders-holders of voting shares, taking part in the General meeting of shareholders, only on the Bank's Board of Directors proposal. The Bank does not have a right to make a decision on decrease of the charter capital in the following cases: until full disbursement of the whole charter capital of the Bank; until redemption of all shares, which shall be redeemed according to Article 75 of Federal law dd. 26 December 1995 # 208-FZ On joint-stock companies ; if on the date of making such a decision the Bank meets signs of insolvency (bankruptcy) according to the Russian legislation of insolvency (bankruptcy) and if mentioned signs appear as a result of disbursements of money payments and (or) alienation of issuable securities according to the rules of paragraph 3 Article 29 of the Federal law dd. 26 December 1995 # 208-FZ On joint-stock companies ; if on the date of making such a decision equity capital value is less than the sum of its charter capital, reserve fund and liquidation value of placed preference shares excess over nominal value determined by the Statutes of the bank or becomes less than a sum of its charter capital, reserve fund and

37 Statutes of AK BARS Bank liquidation value of placed preference shares excesses over nominal value determined by the Statutes of the bank as a result of money payments and (or) alienation of issuable securities according to the rules of paragraph 3 Article 29 of Federal law # 208-FZ dd. 26 December 1995 On joint-stock companies ; until full disbursement of declared but unpaid dividends, including unpaid accrued dividends of cumulative preference shares, or until the expiry of a period, stated in paragraph 5 Article 42 of the Federal law # 208-FZ dd. 26 December 1995 On joint-stock companies ; in other cases specified by the federal laws. Within three business days after making the decision to decrease its charter capital, the Bank shall inform an authority which carries out state registration of legal entities, and shall publish a notification about the decrease of charter capital in mass media which covers data on state registration of legal entities two times, one notification per month. Bank s creditor has a right to claim early fulfillment of Bank s obligation no later than within 30 days after last notification was published, if his rights of claim emerged prior to the publication of notification on the decrease in Bank s charter capital. In case early fulfillment is impossible, creditor can claim termination of obligation and compensation of related losses. General meeting of shareholders shall adopt the decision on decreasing of the charter capital and on paying off the shares having come into the Bank s property, in cases specified by the present Statutes and current legislation, and not realized during the year since the moment of their coming into the Bank s property. If the Bank s equity (capital) at the end of the reporting month is less than its charter capital, the Bank shall bring the amount of its charter capital to conformity with the amount of its equity (capital). If at the end of the second reporting year or each subsequent reporting year the amount of Bank s equity (capital) ends up less than the minimum amount of the charter capital set by the article 26 of the Federal law # 208-FZ dd. 26 December 1995 On joint-stock companies the Bank no later than 6 months after the end of reporting year shall make a decision on its liquidation. The Bank may decrease its charter capital if as a result of such decrease its amount is less than the minimal amount of charter capital specified in accordance with the current legislation on the date of submission of documents for the state registration of the respective changes in the Statutes, in cases provided by legislation of the Russian Federation the Bank is obliged to decrease its charter capital on the date of the state registration of the Bank Acquisition and (or) receipt of Bank s shares for trust management and establishment of control in respect of the Bank's shareholders are effected in accordance with the current legislation of the Russian Federation Exemption of the Bank s shareholder from his obligation of paying off the Bank s shares is not allowed. Payment of Bank s charter capital while increasing its charter capital by offsetting claims to the Bank is not allowed, except for monetary claim on paying declared dividends in cash. Chapter 5. Shares of the Bank 5.1. All the Bank s shares are nominal. The Bank places ordinary shares and has the right to place preference shares of one or several types. Nominal value of the placed preference shares is not to be more than 25 per cent of the Banks charter capital. Bank has no right to place preference shares with nominal value below par value ordinary shares. The nominal value of one ordinary nominal share of the Bank is 1 (one) ruble, form of issue is non-documentary. One ordinary share gives the right for one vote. The total number of placed ordinary registered shares is (thirty eight billion fifteen million three hundred ninety six thousand three hundred and twenty six) The Bank has the right by the established order to place the declared shares additionally to the already placed shares. Declared ordinary registered shares give the same rights as the ordinary registered placed nominal shares of the previous issues. The maximum quantity of the declared ordinary registered shares in non-documentary form is (thirty billion) shares at the nominal value 1 (one) ruble each Additional shares and other Bank s issuable securities placed by subscription are placed subject to the full payment.

38 Statutes of AK BARS Bank Paying up of additional shares placed by subscription may be effected by cash, and by other property in accordance with the current legislation. Form of paying up of the Bank s shares is defined by the decision on their placement. Paying up of other issuable securities may be effected only by cash. When paying up of the Bank s additional shares paid up by non-cash monetary valuation of property for paying up of shares is effected by the Board of Directors of the Bank by the established legislative order. When paying up of additional shares by non-cash for determination of the market value of such property an appraiser is recruited, if other is not specified by the federal law. The value of the monetary value of property made by the Board of Directors can not be more of the value made by the appraiser The Bank has the right to convert issued securities from one type into another if such converting meets the requirements of the current legislation and the present Statutes. Converting of ordinary shares into preference shares, bonds and other securities is forbidden. Converting of preference shares into bonds and other securities, excluding shares, is forbidden. Converting of preference shares into ordinary shares and preference shares of other types is permitted only in the time of the Bank s reorganization Additional shares may be placed by the Bank only within the limits of the quantity of the declared shares defined by the present Statutes Shares bought and bought out by the Bank, as well as shares of the Bank, the ownership of which passed to the Bank in accordance with the Article 34 of the Federal law # 208-FZ dd. 26 December 1995 On joint-stock companies, are placed before being paid off. Shares bought by the Bank from shareholders as well as bought by the Bank in other cases specified by the present Statutes and the Federal law # 208-FZ dd. 26 December 1995 On joint-stock companies go at the Bank s disposal, excluding shares bought by the Bank on the basis of decision adopted at the General meeting of shareholders on decreasing of the charter capital by purchasing part of placed shares with a view to reduce their total amount. Such shares do not give the right to vote, are not counted when counting of votes, and dividends are not charged under them. These shares are to be realized within one year since the date of being bought by the Bank by the price not lower that their market price. Otherwise the General meeting of shareholders shall adopt a decision on decrease of the Bank s charter capital by paying off these shares. Chapter 6. Rights of shareholders 6.1. The shareholders - owners of ordinary shares are entitled to: participate in managing the Bank s affairs; participate in the General meeting of shareholders with the right to vote on all the questions of the agenda; in cases and in the manner stipulated by the current legislation and by the Statutes of the Bank, receive information on the Bank s activities and to get acquainted with the Bank s account books and its other documentation; appeal against the decisions of the Bank s bodies entailing civil consequences in cases and in the manner stipulated by the current legislation; demand, on behalf of the Bank, compensation for the losses inflicted on the Bank; challenge, acting on behalf of the Bank, the transactions made by the Bank on the grounds stipulated by the current legislation, and require the application of the consequences of their invalidity, as well as the application of consequences of invalidity of the Bank s void transactions; receive dividends; participate in distribution of the Bank s profit; in case of liquidation of the Bank, receive a share of its property left remaining after settlement with creditors, or its value; have other rights specified by current legislation The rights of shareholders - owners of preference shares depend on the range of rights given to each type. Nominal value of Bank s preference shares of one type and the extent of rights granted by them shall be the same Shareholders - owners of the Bank s preference shares have no right of vote at the General meeting of shareholders excluding cases mentioned in this paragraph.

39 Statutes of AK BARS Bank Shareholders owners of the Bank s preference shares have the right to receive dividends and value paid at the Bank s liquidation (liquidation value). The amount of the dividend and (or) liquidation value under preference shares makes up 100% (one hundred percent) from nominal value of preference shares. Shareholders owners of Bank s preference shares participate in the Bank s General meeting of shareholders with the right of vote when deciding questions about the Bank s reorganization and liquidation, as well as questions defined in paragraph 3 of Article 7.2 and Article 92.1 of the Federal law # 208-FZ dd. 26 December 1995 On joint-stock companies. Shareholders owners of preference shares of the certain type obtain rights of vote at the General meeting of shareholders when deciding questions on making changes and amendments to the Statutes, limiting the rights of shareholders - owners of this type of preference shares, including cases of determining or increasing of the amount of dividends and (or) determining or increasing of the liquidation value paid under the preference shares of the previous turn, as well as providing to shareholders owners of preference shares of one type privileges the priority of paying a dividend and (or) liquidation value of shares. The decision on making such changes and amendments is considered to be adopted if no less than three fourths of the votes of shareholders owners of preference shares participating in the General meeting of shareholders were given for this decision, excluding votes of shareholders - owners of preference shares, the rights under which are limited, and three fourths of votes of all the shareholders owners of preference shares of each type, the rights under which are limited. Shareholders - owners of preference shares of the certain type, excluding the shareholders - owners of cumulative preference shares, have the right to participate in General meeting of shareholders with a right to vote on all the questions of his competence, beginning from a meeting following after the annual General meeting of shareholders, on which regardless any reasons was not made the decision of paying dividends or was made the decision of partial payment of dividends on preference shares of this type. The right of shareholders owners of the preference shares of certain type - to participate in the General meeting of shareholders terminates at the moment of the first payment of dividends on indicated shares in full. Shareholders - owners of cumulative preference shares of the certain type have right to participate in General meeting of shareholders with a right to vote on all the questions of his competence beginning from a meeting following after the annual General meeting of shareholders, on which the decision of paying full amount of accumulated dividends on this shares should have been made, if such decision was not made or the decision of partial payment of dividends was made. The right of shareholders owners of the cumulative preference shares of certain type - to participate in the General meeting of shareholders terminates at the moment of the payment all accrued on indicated shares dividends in full. Shareholders - owners of preference shares of a particular type acquire the right to vote on the decision of the General meeting of shareholders of the treatment of application for listing or delisting of preference shares of this type. This decision is considered resolved should it received no less than threequarters of votes of shareholders - owners of voting shares participating in the General meeting of shareholders, excluding the votes of shareholders - owners of preference shares of that type, and threefourths of votes of all shareholders - owners of preference shares of that type If opposite is not specified by the federal law, shareholders - owners of voting shares have the right to demand redemption by the Bank of all or part of their shares in the following cases: the general meeting of shareholders make decision on bank s reorganization or approval or subsequent approval of significant transaction the subject of which is property, which value is more than 50 percent of Bank s balance sheet assets determined by its accounting (financial) statements as of the last reporting date (which at the same time is the related-party transaction), if they voted against the decision to reorganize the Bank or against a decision on approval or subsequent approval of above mentioned transaction or did not participate in voting on these issues; amending or writing additions to the Bank s Statutes (general meeting of shareholders carries a resolution which is a basis of introducing amendments or additions to Bank s Statutes) or approval of new version of Bank s Statutes limiting their rights if they voted against taking the appropriate decision or did not participate in voting; adoption by the general meeting of shareholders of decisions provided for by paragraph 3 of Article 7.2 and subparagraph 19.2 of paragraph 1 of Article 48 of the Federal law # 208-FZ dd. 26 December 1995 On joint-stock companies, if they voted against the decision or did not participate in voting.

40 Statutes of AK BARS Bank The Bank is obliged to inform his shareholders about their right to demand redemption by the Bank of their shares, the price and procedure of redemption, including the address to which claims for redemption of shares of shareholders registered in the shareholders register of the Bank may be sent. Shareholders claims on redemption of shares should be presented or withdrawn no later than 45 days from the date of the adoption of the respective decision by the General meeting of shareholders. The withdrawal of a request for redemption of shares is allowed only in respect of all shares of the Bank presented for redemption. Shareholder s demand for the redemption of shares or its withdrawal is considered to be presented to the Bank on the day of its receipt by the Bank s registrar from a shareholder registered in the register of shareholders of the Bank or on the day the Bank s registrar receives the message from the nominal holder of shares registered in the register of shareholders of the Bank containing the expression of the will of such shareholder. The Bank, upon expiry of the time limit for the presentation of share redemption demands by shareholders, must within 30 days redeem shares from the shareholders included in the list of persons entitled to demand the redemption of their shares by the Bank. The redemption of shares by the Bank is effected at the price mentioned in the announcement on conducting of the General meeting of shareholders the agenda of which contains questions voting on which, according to Federal law # 208-FZ dd. 26 December 1995 On joint-stock companies, can arise the right to claim redemption of shares by the Bank. Total sum of funds transferred by the Bank for the redemption of shares may not exceed 10 per cent of the Bank s equity (capital) value on the date when the decision was adopted which caused the shareholders right to claim the redemption of the Bank s shares belonging to these shareholders. In case the total number of shares with respect to which the redemption of shares is claimed exceeds total quantity of shares which may be bought by the Bank taking into account the restriction established by the present paragraph, shares are bought from the shareholders pro rata the claimed demands. The redemption of shares by the Bank is effected at the value defined by the Board of Directors of the Bank but no less than the market value which is to be defined by the appraiser without counting its change as a result of the Bank s actions which brought about the demand of appraisal and redemption of shares The Bank s shareholders have the prior right to buy additional shares placed by open subscription and issuable securities converted into shares in the quantity pro rata the number of the shares of this category (type) belonging to them. The Bank s shareholders having voted against or have not participated in the voting on the question about the placement of shares by close subscription and issuable securities converted into shares have the prior right of taking up additional shares and issuable securities converted into shares placed by close subscription in the quantity prop rata the number of shares of this category (type) belonging to them. The stated right does not apply to the placement of shares and other issuable securities converted into shares placed by close subscription effected by close subscription among the shareholders, if shareholders have the possibility to take up the whole number of the placed shares and other issuable securities converted into shares prop rata the number of shares of the respective category (type) belonging to them. The person having the prior right of taking up of additional shares and issuable securities converted into shares during the term of its validity has the right to fully or partially exercise his prior right by submitting an application on taking up of securities to be placed and fulfilling the obligation to pay for them. If the decision which is the basis for placement of additional shares and registrable securities convertible into shares provides payment by non-monetary funds, persons exercising the prior right of taking up have the right to pay by cash at their discretion. Until the end of the period of prior right the Bank has no right to distribute additional shares and issuable securities, convertible to shares, among persons, who are not having a prior right of acquisition of additional shares and issuable securities, convertible to shares The Bank s shareholders have the right to alienate shares belonging to them to the third persons without the other shareholders and the Bank s consent The Bank s shareholders are obliged to: participate in the formation of the Bank's property in the required amount in the order, manner and within the time limits provided by the legislation of the Russian Federation or the Bank s Statutes; to pay for the Bank s shares acquired in the manner and within the terms set by the General meeting of shareholders or by the Board of Directors of the Bank; not to disclose the confidential information about the activities of the Bank;

41 Statutes of AK BARS Bank to participate in corporate decision-making, without which the Bank can t continue its operations in conformity with the law, if its participation is necessary for the adoption of such decisions; not to perform any action aimed at causing harm to the Bank deliberately; not to commit actions (inaction), which essentially make it difficult or impossible to achieve the objectives for which the Bank is created. The Bank is obliged to carry out other duties stipulated by the current legislation. Chapter 7. Distribution of shares and other issuable securities of the Bank 7.1. Placement of shares and of other registrable by the Bank is carried out in accordance with the legislation of the Russian Federation The Bank has a right to distribute additional shares and other issuable securities by subscription and conversion. If the Bank s charter capital increases due to the increase of its property the Bank shall place additional shares by distribution of shares among shareholders The Bank has a right to carry out an open subscription to shares and issuable securities, convertible to shares, issued by the Bank. The Bank has also a right to carry out a closed subscription to shares and issuable securities, convertible to shares, issued by the Bank, except cases when possibility to carry out closed subscription is limited by current legislation. The distribution of shares (emission securities converted into shares) of the Bank via closed subscription is implemented only by the decision of the General meeting of the shareholders of the Bank about the increase of the Bank's charter capital by placing additional shares of the Bank (about distribution of emission securities converted into shares), made by the majority of three fourth of the voices of shareholders - holders of voting shares taking part in the General meeting of shareholders of the Bank. The distribution of shares via open subscription of ordinary shares of the Bank aggregating more than 25 percent earlier placed ordinary shares or converted into ordinary shares of emission securities, which can be converted into ordinary shares of the Bank aggregating more than 25% earlier placed ordinary shares of the Bank, is implemented only by the decision of the General meeting of shareholders of the Bank made by the majority of three fourth of the voices of the shareholders - holders of voting shares taking part in the General meeting of shareholders of the Bank Payment of additional Bank s shares distributed by subscription is carried out at the price, determined or by the order of determination of which is provided by the Bank s Board of Directors according to the article #77 of the Federal law # 208-FZ dd. 26 December 1995 On joint-stock companies, but not below par value. An appraiser may be recruited with a view to calculate market value of additional shares. Payment of other Bank s issuable securities distributed by subscription is carried out at the price determined or the order of determination of which is fixed by the Bank s Board of Directors according to the article #77 of the Federal law # 208-FZ dd. 26 December 1995 On joint-stock companies. And at the same time payment of issuable securities, convertible to shares, which are distributed subscription, is carried out at the price not below par of shares to which such securities are converted. Chapter 8. Shareholder register 8.1. The Bank is obliged to provide maintenance and store of the Bank s register of shareholders according to the legal documents of the Russian Federation since the state registration of the Bank The holder of the Bank s register of shareholders is an organization with a legally provided license (hereafter the registrar) A holder of the Bank s shareholder register by a demand of a shareholder or nominal holder of shares is obliged to confirm his rights to the shares by issuing an extract from the register of Bank s shareholders, which is not a security. Chapter 9. Bonds and other securities of the Bank 9.1. The Bank may issue bonds and other registrable securities in accordance with the current legislation of the Russian Federation Placement of bonds and other issuable securities of the Bank is performed according to the decision of the Board of Directors of the Bank stipulating the necessary conditions.

42 Statutes of AK BARS Bank The placement by the Bank of the bonds converted into shares and of other issuable securities converted into shares shall be made by the decision of the General meeting of the shareholders of the Bank or of the Board of Directors of the Bank within their jurisdiction. The decision of the Board of Directors about placing bonds converted into shares and other emission securities converted into shares in cases when making such decision in accordance with this Statutes is related to the jurisdiction of the Board of Directors of the Bank, is made by the Board of Directors of the Bank unanimously by all the members of the Board of Directors of the Bank, at the same time the voices of the exiting members of the Board of Directors of the Bank are not taken into account The bond of the Bank is an issue-grade security of the Bank, which secures the right of its owner to receive from the Bank on the date, fixed by the bond, its nominal value or other material equivalent. The bond may also provide to its owner the right to get fixed interest of the bond s nominal value or other material rights. Interest and/or discount makes the income of the bond. Bonds may be redeemed in cash or in other assets, including placed shares of the company in accordance with the decision on their issue. The Bank can issue registered bonds and bearer bonds; collateralized by personal property or by secured bonds provided to the Bank for the purpose of issuing a third party mortgage-backed bonds, debenture bonds; interest and discount; convertible into shares; bullet maturities or bonds maturing in series on certain dates; with the early repayment option Decision on issue (additional issue) of issue-grade securities of the Bank shall consist of: full corporate name of the Bank, its location, date on which the decision on placing issue-grade securities was made; name of the authorized Bank s body that made a decision on placing issue-grade securities; date on which the decision of issue (additional issue) of issue-grade securities was approved; name of the authorized Bank s body that approved the decision on issue (additional issue) of issue-grade securities; type of issue-grade securities; owner s rights fixed by issue-grade securities; conditions of placing issuegrade securities; indication of the amount of issue-grade securities in the present issue (additional issue) of issue-grade securities; indication of the total amount of issue-grade securities in the present issue, which were placed before (in case of placing additional issue of issue-grade securities); indication whether the issue-grade securities are inscribed or payable to bearer; nominal value of issue-grade securities in case if indication of the nominal value is provided by the legislation of the Russian Federation; signature of the person, carrying out functions of the executive body of the Bank and Bank s seal; other information stipulated by the Federal Law # 39-FZ dd. 22 April 1996 On securities market or by other federal laws on securities. Hard copy of description or certificate example is attached to the decision on issue (additional issue) of issue-grade securities The Bank is not entitled to place bonds and other registrable securities converted into the Bank s shares if the number of the Bank s declared shares of the definite categories and types are less than the number of shares of these categories and types the right for acquisition of which is ensured by such securities. Chapter 10. Distribution of the Bank s profit The Bank is completely economically independent in distributing the Bank s net profit The balance sheet and net profits of the Bank are defined according to the legislation currently in force. Out of the balance sheet profit the Bank pays taxes, other compulsory payments to budget and off-budget funds, as well as charges before taxation according to the legislation currently in force. Net profit of the Bank (after payment of taxes, compulsory payments and execution of expenses before taxation) is at the Bank s disposal, and by the decision of the General meeting of shareholders is transferred to provisions and formation of the other Bank s funds, distributed between shareholders as dividends, or transferred for other purposes in accordance with the legislation currently in force and with the internal Bank s documents The Bank is entitled to make a decision (to declare) on dividend payments on placed shares at the end of the first quarter, half year, 9 months of the reporting year and (or) at the end of the reporting year, if other is not specified by the Federal law # 208-FZ dd. 26 December 1995 On joint-stock companies. The decision on dividend payments (announcement) at the end of first quarter, half year and 9 months of the reporting year can be made during 3 months after the closure of the respective period. Decision on dividends payment (announcement) is adopted by the General meeting of shareholders. The above mentioned decision should fix the amount of the dividends on the shares of each