THE CHARTER of The Saint-Petersburg International Mercantile Exchange. SPIMEX (the seventh version)

Transcription

1 Stamp: Received as electronic documents executed with electronic signature An entry about incorporation of a legal entity under the primary state registration number of was introduced into the Unified State Register of Legal Entities (EGRUL). Date of the entry: 07 May APPROVED BY the annual General Shareholders Meeting of The Saint-Petersburg International Mercantile Exchange on 21 June 2016 (Minutes No. 21) Stamp: Interdistrict IFNS (Federal Tax Service Inspectorate) of Russia No. 15 for Saint-Petersburg New version of the Charter of a legal entity OGRN (Primary State Registration Number): was submitted in introducing to the EGRUL of the entry dated 01 JULY 2016 under GRN (State Registration Number): THE CHARTER of The Saint-Petersburg International Mercantile Exchange SPIMEX (the seventh version) 2016

2 CONTENTS 1. GENERAL PROVISIONS SCOPE AND OBJECTIVES OF THE EXCHANGE`S ACTIVITY THE AUTHORIZED CAPITAL SHARES, BONDS AND OTHER ISSUE-GRADE SECURITIES RIGHTS AND DUTIES OF THE SHAREHOLDERS PROFIT OF THE EXCHANGE. FUNDS. DIVIDENDS ACCOUNTING RECORDS AND STATEMENTS MATERIAL CORPORATE ACTIONS THE GENERAL SHAREHOLDERS MEETING THE BOARD OF DIRECTORS THE EXECUTIVE BODIES OF THE EXCHANGE MAJOR DEALS OF THE EXCHANGE INTERESTED PARTY DEALS OF THE EXCHANGE CONTROL OVER FINANCIAL AND ECONOMIC ACTIVITIES OF THE EXCHANGE THE EXCHANGE`S SYSTEM OF INTERNAL CONTROL REORGANIZATION AND LIQUIDATION OF THE EXCHANGE

3 1. GENERAL PROVISIONS 1.1. The Saint-Petersburg International Mercantile Exchange, hereinafter referred to as the Exchange is an organizer of trading an entity providing the services related to carrying out of the organized trading on commodities market and (or) financial market based on the exchange`s license. The Exchange was established under the names of Closed Joint-Stock Company Saint- Petersburg International Mercantile Exchange, CJSC SPIMEX, according to the resolution of the Exchange`s General Shareholders Meeting dated 28 April 2008 (Minutes No. 01). Pursuant to the resolution of the Exchange`s annual General Shareholders Meeting dated 21 June 2016 (Minutes No. 21), the Exchange`s names have been changed, respectively, as follows: The Saint-Petersburg International Mercantile Exchange, SPIMEX Full corporate name of the Exchange in Russian: Акционерное общество «Санкт-Петербургская Международная Товарно-сырьевая Биржа». Abbreviated corporate name of the Exchange in Russian: АО «СПбМТСБ». Full corporate name of the Exchange in English The Saint-Petersburg International Mercantile Exchange. Abbreviated corporate name of the Exchange in English SPIMEX. Location of the Exchange: Russian Federation, Saint-Petersburg The Exchange has a round seal bearing its full corporate name in Russian and a reference to its location, stamps and letterheads with its name, as well as duly registered trademarks and other means of visual identification The Exchange has the exclusive right to use its corporate name, trademarks, emblem (logo) In its operations, the Exchange is governed by the Civil Code of the Russian Federation (hereinafter the CCRF ), Federal Law dated 26 December 1995 No. 208-FZ On Joint-Stock Companies (hereinafter the Federal Law On Joint-Stock Companies ), Federal Law dated 21 November 2011 No. 325-FZ On the Organized Trading (hereinafter the Federal Law On the Organized Trading ), other regulations, including regulations of the Bank of Russia, and by the present Charter (hereinafter the Charter ) The Exchange is a legal entity, which owns separate property and bears responsibility for its liabilities with its property, may have civil rights and bear civil obligations required to carry out any types of activity not prohibited by the laws. The Exchange is entitled to open, in the prescribed manner, bank accounts in the territory of the Russian Federation and abroad The Exchange is a commercial legal entity The Exchange conducts the organized trading based on the exchange`s license issued by the Bank of Russia according to the procedure established by the Federal Law On the Organized Trading. The Exchange is entitled to carry out certain types of activity, the list of which is determined by the federal laws, on the basis of the respective licenses Management bodies of the Exchange shall be as follows: the Exchange`s General Shareholders Meeting, the Exchange`s Board of Directors, collective executive body the Exchange`s Management Board, sole executive body the President of the Exchange (hereinafter, respectively the General Shareholders Meeting, the Meeting, the Board of Directors, the Management Board, the President ) The Exchange`s shareholders (hereinafter the shareholders ) can be represented by legal entities and individuals, including foreign, according to legislation of the Russian Federation The shareholders shall not be responsible for liabilities of the Exchange and shall incur the risk of losses related to the Exchange`s operations to the extent of their shares` cost. The Exchange shall not bear responsibility for liabilities of its shareholders. 3

4 1.12. The Exchange shall bear responsibility for its liabilities with all its property The Exchange is entitled to be a member (founder) of other business partnership or a company in the territory of the Russian Federation and abroad, in compliance with legislation of the Russian Federation or the foreign country where such legal entity is located, unless otherwise is stipulated by international treaties of the Russian Federation The Exchange may establish branches and open representative offices in the territory of the Russian Federation according to legislation of the Russian Federation Establishment of branches and opening of representative offices by the Exchange outside the territory of the Russian Federation shall be carried out in compliance with legislation of the Russian Federation, as well as of the foreign country where the branches and representative offices are located, unless otherwise is stipulated by international treaties of the Russian Federation The Exchange determines the information constituting commercial and other legally protected secrets and the procedure for protection thereof. 2. SCOPE AND OBJECTIVES OF THE EXCHANGE`S ACTIVITY 2.1. The scope of the Exchange`s activity includes provision of the services for conduct of the organized trading for the purposes of conclusion by the members of the organized trading (hereinafter the trading members ) of sales agreements and other contracts in the manner prescribed by the rules of the organized trading, as well as provision of the related services and carrying out of other types of activity, unless there are any restrictions set forth by legislation of the Russian Federation for performance of the respective types of activity The main objectives of the Exchange`s activity are as follows: carrying out of activity intended to gain profit in the interests of the Exchange and its shareholders; creation of conditions ensuring fair pricing and transparency of trading for all trading members; development of the infrastructure of commodities market and financial market To achieve the objectives stated above, the Exchange: organizes trading on the commodities market and (or) financial market; develops and adopts the rules of the organized trading mandatory for all trading members of the Exchange; admits legal entities to the organized trading; collects information on the members of the organized trading provided for by the regulations and required to organize trading and to perform monitoring in respect of the trading members; cooperates with clearing organization; performs calculation of prices, indices and other indicators based on the information on the contracts concluded in the organized trading and OTC contracts or other information; organizes a system of internal control including internal auditing; organizes a risk management system; determines conditions and procedure for settlement of disputes between the trading members, as well as between the parties of the contracts concluded in the organized trading; ensures distribution and submission of the exchange information; provides IT services to the trading members The Exchange is entitled to carry out other types of activity according to legislation of the Russian Federation. 4

5 3. THE AUTHORIZED CAPITAL 3.1. The Exchange`s authorized capital shall amount to Four hundred thirty five million (435,000,000) rubles The Exchange`s authorized capital shall consist of the nominal value of the Exchange`s outstanding shares: registered ordinary shares in the number of Seven million five hundred thousand (7,500,000) units, each with the nominal value of Fifty eight (58) rubles The Exchange is entitled to place additional registered ordinary shares in the number of Seven million three hundred eighty seven thousand five hundred (7,387,500) units, each with the nominal value of Fifty eight (58) rubles (the authorized shares ). All authorized ordinary shares, after placement thereof, will grant to their owners the rights equal to the rights granted by the outstanding ordinary shares according to the present Charter The Exchange`s authorized capital may be increased in accordance with the procedure stipulated by legislation of the Russian Federation and the present Charter, by the way of: 1) increase in the nominal value of the Exchange`s shares on the account of the Exchange`s property; 2) placement of additional shares by their distribution between the shareholders on the account of the Exchange`s property; 3) placement of additional shares by private subscription The Exchange may place the additional shares only to the extent of the number of the authorized shares set forth by the present Charter The Exchange`s authorized capital may be reduced in accordance with the procedure stipulated by legislation of the Russian Federation and the present Charter, by the way of: decrease in the nominal value of the outstanding shares; acquisition and redemption by the Exchange of a part of the shares in order to reduce their total number; redemption of the shares acquired by the Exchange which are alienated under nongratuitous deals with the shareholders or the shares repurchased by the Exchange at the request of the shareholders The Exchange is not entitled to reduce its authorized capital in the cases stipulated by clause 4 of Article 29 of the Federal Law On Joint-Stock Companies. 4. SHARES, BONDS AND OTHER ISSUE-GRADE SECURITIES 4.1. All shares of the Exchange are registered The Exchange has placed ordinary shares The Exchange is entitled to place bonds and other issue-grade securities according to legislation of the Russian Federation, including outside of the Russian Federation. The Exchange is entitled to place bonds converted into shares, and other issue-grade securities converted into shares only by private subscription Additional shares placed by private subscription and other issue-grade securities of the Exchange placed by subscription may be placed provided that they are paid up in full The form of paying up of additional shares shall be determined by resolution on their placement. Other issue-grade securities may be paid up only by money Deals with the shares and other issue-grade securities of the Exchange shall be performed according to legislation of the Russian Federation The Exchange is entitled to acquire the shares placed by it, under resolution of the General Shareholders Meeting on reduction of the Exchange`s authorized capital by purchase of a part of the outstanding shares in order to reduce their total number. 5

6 4.8. The Exchange is entitled to acquire the shares placed by it, alienated by the shareholders under nongratuitous deals, according to the resolution of the Board of Directors and in compliance with the Federal Law On Joint-Stock Companies Shares acquired under resolution of the General Shareholders Meeting on reduction of the authorized capital by purchase of a part of the outstanding shares in order to reduce their total number shall be redeemed at their acquisition The Exchange shall repurchase the outstanding shares at the request of the shareholders in the cases and in the order stipulated by the Federal Law On Joint-Stock Companies Shares transferred to the Exchange`s ownership do not grant voting rights, are neglected in counting of votes and are not subject to accrual of dividends The Exchange`s shareholders register shall be kept and stored by the registrar professional participant of the equities market according to the contract with the Exchange. 5. RIGHTS AND DUTIES OF THE SHAREHOLDERS 5.1. Each ordinary share provides the shareholder its owner with the same extent of rights. The shareholders owning ordinary shares are entitled, in accordance with the Federal Law On Joint-Stock Companies and the present Charter, to participate in the General Shareholders Meeting, with the right to vote on all issues fallen within their authorities, as well as to obtain dividends awarded by the Exchange`s resolution, and in case of liquidation of the Exchange to obtain a part of the property (salvage value) remained after the Exchange`s liquidation in proportion to the number of their shares Each shareholder is entitled to request the registrar to confirm its rights to the shares by issue of the extract from the Exchange`s shareholders register, and to receive information from the registrar according to legislation of the Russian Federation The shareholders are entitled to claim for repurchase by the Exchange of all or a part of the shares owned by them in the order and in the cases stipulated by the Federal Law On Joint-Stock Companies The shareholders have the preference to acquire the shares alienated by other shareholders under nongratuitous deals, at the price offered to the third party. If the shares are alienated under the deals other than sales agreement (exchange, accord and satisfaction, etc.), preferential right to acquire such shares shall be exercised at the price determined by the Board of Directors based on the market value of the deal according to Article 77 of the Federal Law On Joint-Stock Companies If the shareholders do not exercise their preferential right to acquire shares, such right shall be transferred to the Exchange subject to the requirements stipulated by legislation of the Russian Federation The shareholder intending to alienate its shares to the third party shall notify the Exchange of such intention. The notice shall contain information on the number of alienated shares, their price and other terms and conditions of alienation of the shares. Not later than two days from receipt of the notice, the Exchange shall inform the shareholders about content of the notice according to the procedure stipulated for the notice of carrying out of the General Shareholders Meeting. The shareholders shall be informed at the Exchange`s cost. The shareholder is entitled to alienate its shares, provided that other shareholders and (or) the Exchange do not use their preference to acquire all alienated shares within 30 days from receipt of the notice by the Exchange. If the shares are alienated under the sales agreement, such alienation shall be performed at the price and according to the terms and conditions that are reported to the Exchange. The period of exercising of the preferential right shall be terminated prior to its expiration, if the written applications on using or refuse from using of the preferential right are received from all shareholders. 6

7 5.7. If the shares are alienated with violation of the preferential right, the shareholders having such preference or the Exchange itself shall be entitled, within three months from the date when the shareholder or the Exchange have known or should have known about that violation, to file a petition for transfer to them of the acquirer`s rights and duties and (or) transfer of the alienated shares with payment to the acquirer of their price under the sales agreement, and if the shares are alienated under the deals other than sales agreement transfer of the alienated shares with payment to their acquirer of the price determined by clause 5.4 of the present Charter, if it is proved that the acquirer has known or should have known about presence of provisions on the preferential right in the Exchange`s Charter Assignment of the stated preferential right is not allowed The shareholders are entitled to obtain information on the Exchange to the extent and in the order stipulated by the Federal Law On Joint-Stock Companies. The Charter, internal documents approved by the General Shareholders Meeting, disclosed statements, documents to be submitted to the shareholder in preparation for the General Shareholders Meeting and the annual report of the Exchange, after their approval at the annual General Shareholders Meeting, shall be published on the official web-site of the Exchange ( in the Internet information and telecommunication network The shareholders shall have other rights provided for by legislation of the Russian Federation and the present Charter The shareholders and (or) their representatives shall not disclose the confidential information, which became known to them, on the Exchange, its deals, transactions, clients, correspondents, partners, and other information constituting commercial and official secrets of the Exchange, except for the cases determined by the legislation The shareholders and nominee holders of the Exchange`s securities shall comply with the rules of submission of information to the registry system. Any person recorded in the shareholders register shall timely inform the registrar about changes in its personal data, banking and other details. If such person does not submit the information on changes in the data, the Exchange and the registrar shall not be liable for the related caused losses The shareholders shall have other duties stipulated by legislation of the Russian Federation and the present Charter. 6. PROFIT OF THE EXCHANGE. FUNDS. DIVIDENDS 6.1. Profit that remains after making by the Exchange of mandatory payments determined by the legislation (the net profit ) shall go into disposal of the Exchange Net profit of the Exchange shall be allocated for payment of dividends, replenishment of the reserve fund and other funds of the Exchange and for other purposes related to the Exchange`s activity The Exchange shall form the reserve fund in the amount of 5 percent of the authorized capital. The Exchange`s reserve fund shall be formed by the annual allocations in the amount not less than 5 percent of the net profit up to attainment of its stated size. The Exchange`s reserve fund shall be used according to legislation of the Russian Federation upon resolution of the Exchange`s Board of Directors The Exchange also may establish the special-purpose funds from its net profit The process of their creation, their intended use, size and other characteristics shall be determined by the Exchange according to the procedure established by legislation of the Russian Federation. Allocations to the special-purpose funds shall be made in the amounts and in the order specified by the General Shareholders Meeting The Exchange is entitled, based on the results of the first quarter, six months, nine months of the reporting year and (or) based on the results of the reporting year, to make 7

8 decisions (announce) about payment of dividends for the outstanding shares, unless otherwise is stipulated by legislation of the Russian Federation. Decisions on payment of dividends and the date as of which the persons entitled to obtain dividends are determined, and on the size of the dividend, shall be made by the General Shareholders Meeting according to recommendations of the Board of Directors. However, the size of the dividend may not exceed the amount advised by the Board of Directors Payment of dividends to the persons entitled to obtain them shall be made in the order and within the term established by the Federal Law On Joint-Stock Companies. 7. ACCOUNTING RECORDS AND STATEMENTS 7.1. The Exchange shall keep accounting records and submit accounting (financial) and other statements according to the procedure established by legislation of the Russian Federation and regulations of the Bank of Russia The Exchange`s annual report shall be preliminary approved by the Board of Directors not later than within 30 days prior to the date of holding of the annual General Shareholders Meeting The Exchange must disclose information to the extent and in the order established by legislation of the Russian Federation and regulations of the Bank of Russia Information on the Exchange shall be submitted according to the requirements of legislation of the Russian Federation The Exchange`s reporting year shall begin on 1 January and end on 31 December The Exchange shall store documents in the order and for the terms specified by legislation of the Russian Federation. The Exchange`s documents shall be transferred for the state storage according to the procedure stipulated by legislation of the Russian Federation The Exchange`s executive bodies shall be responsible for reliability of the information contained in the Exchange`s accounts. 8. MATERIAL CORPORATE ACTIONS 8.1. The Exchange considers the following actions as material corporate actions: reorganization of the Exchange, acquisition by one shareholder of 30 and more percent of the shares, making of substantial deals (including major deals and deals for mergers and takeovers), increase or decrease in the authorized capital, as well as other actions that may lead to substantial changes in the shareholders` rights and violation of their interests Procedures for performance of material corporate actions shall be implemented according to the requirements established by legislation of the Russian Federation, the present Charter and other internal documents of the Exchange All information on the material corporate actions shall be timely disclosed according to legislation of the Russian Federation and the Exchange`s Information Policy. 9. THE GENERAL SHAREHOLDERS MEETING 9.1. The supreme management body of the Exchange shall be the General Shareholders Meeting The General Shareholders Meeting shall be held in the city of Saint-Petersburg being the location of the Company, or in Moscow The Exchange shall hold the annual General Shareholders Meeting each year. The annual General Shareholders Meeting shall be held not earlier than two months and not later than within six months after expiration of the reporting year. Date of holding of the annual General Shareholders Meeting shall be determined by the Board of Directors. 8

9 The annual General Shareholders Meeting shall resolve the issues of election of the Board of Directors, the Exchange`s Revision Commission of (hereinafter the Revision Commission ), approval of the Exchange`s auditor (hereinafter the Auditor ), approval of the annual report, annual accounting (financial) statements of the Exchange, distribution of profit (including payment (announcement) of dividends, save for the payment (announcement) of dividends based on the results of the first quarter, six months, nine months of the reporting year) and losses of the Exchange according to the results of the reporting year, as well as other issues referred to the authorities of the General Shareholders Meeting The General Shareholders Meetings held apart from the annual one are the extraordinary Meetings The following issues shall be referred to the authorities of the General Shareholders Meeting: 1) amendment of the Charter or approval of a new version of the Charter; 2) reorganization of the Exchange; 3) liquidation of the Exchange, appointment of the liquidation committee and approval of interim and final liquidation balance-sheets; 4) determination of the number of members of the Board of Directors, election of the members thereof and early termination of their authorities; 5) determination of the number, nominal value, class (type) of the authorized shares and the rights granted by them; 6) increasing the Exchange`s authorized capital by increase in the nominal value of its shares or placement of additional shares; 7) reduction of the Exchange`s authorized capital by reduction of the nominal value of its shares, acquisition by the Exchange of a part of its shares to reduce their total number and by redemption of the shares acquired or repurchased by the Exchange; 8) election of members of the Revision Commission and early termination of their authorities; 9) approval of the Auditor; 10) payment (announcement) of dividends based on the results of the first quarter, six months, nine months of the reporting year; 11) approval of the annual report, annual accounting (financial) statements of the Exchange; 12) distribution of profit (including payment (announcement) of dividends, save for the payment (announcement) of dividends based on the results of the first quarter, six months, nine months of the reporting year) and losses of the Exchange according to the results of the reporting year; 13) determination of the procedure for holding of the General Shareholders Meeting; 14) splitting and consolidation of the shares; 15) making decisions on approval of deals in the cases provided for by Article 83 of the Federal Law On Joint-Stock Companies ; 16) making decisions on approval of major deals in the cases provided for by Article 79 of the Federal Law On Joint-Stock Companies ; 17) acquisition by the Exchange of the outstanding shares, if it is decided to reduce the authorized capital by acquisition and redemption of a part of the shares for reduction of their total number according to the procedure established by the Federal Law On Joint-Stock Companies ; 18) making decisions on participation in associations and other unions of commercial legal entities; 19) approval of the internal documents governing the activity of the Exchange`s bodies: Regulation on the General Shareholders Meeting, Regulation on the Board of Directors, 9

10 Operating Procedure for the Management Board, Regulation on the Revision Commission, Regulation on the Remuneration and Compensations Paid to the Members of the Board of Directors; 20) resolving of other issues provided for by the Federal Law On Joint-Stock Companies Issues referred to the authorities of the General Shareholders Meeting may not be transferred for resolution to the executive bodies of the Exchange, unless otherwise is stipulated by the Federal Law On Joint-Stock Companies. Issues referred to the authorities of the General Shareholders Meeting may not be transferred for resolution to the Board of Directors, except for the issues provided for by the Federal Law On Joint-Stock Companies Resolution on the issues specified in sub-clauses 2, 6, 7 and of clause 9.5 of the present Charter shall be made by the General Shareholders Meeting only upon the proposal of the Board of Directors The General Shareholders Meeting is not entitled to make decisions on the issues not included into the agenda of the Meeting as well as to change the agenda, unless the decision is made on the issue not included into the agenda of the General Shareholders Meeting or the agenda of the General Shareholders Meeting is changed in the presence of all shareholders At the General Shareholders Meeting, the Chairman of the Board of Directors shall preside, and in case of absence thereof the Deputy Chairman of the Board of Directors. In case of absence of the Chairman of the Board of Directors and its Deputy, one of the members of the Board of Directors shall preside upon the decision of the Board of Directors The shareholders (the shareholder) owning at least 2 percent of the Exchange`s voting shares are (is) entitled to include any issues into the agenda of the annual General Shareholders Meeting and to make nominations for the Board of Directors and the Revision Commission in the number not exceeding the number of members of the respective body. Such proposals shall be submitted to the Exchange not later than within 60 days after the end of the reporting year Proposal on introduction of the issues into the agenda of the General Shareholders Meeting and on nomination of candidates shall be made in writing, specifying the names of the shareholders (name of the shareholder) submitted the proposals, number and class (type) of their shares, and shall be signed by the shareholders (the shareholder). A proposal on introduction of the issues into the agenda of the General Shareholders Meeting shall contain the wording of each proposed issue, and a proposal on nomination of candidates shall contain the name of each proposed candidate and details of its identity document (series and (or) number of the document, date and place of issue, name of the issuing body), name of the body for which it is nominated, as well as other information on the candidate stipulated by the internal documents of the Exchange. A proposal on introduction of the issues into the agenda of the General Shareholders Meeting may contain the wording of resolution in respect of each proposed issue. Apart from the issues proposed by the shareholders for introduction into the agenda of the General Shareholders Meeting, and in the cases of absence of such proposals, absence or insufficient quantity of the candidates proposed by the shareholders for formation of the respective body, the Board of Directors is entitled to include the issues into the agenda of the General Shareholders Meeting or the candidates into the list of candidates at its own discretion The Board of Directors shall consider the submitted proposal and decide to include or refuse to include the same into the agenda of the General Shareholders Meeting not later than within 5 days after expiration of the terms stated by the present Charter. 10

11 9.13. The well-founded decision of the Board of Directors on refusal from introduction of the proposed issue into the agenda of the General Shareholders Meeting or the candidate into the list of nominees to the respective body of the Exchange shall be sent to the shareholders (the shareholder) proposed the issue or made the nomination, not later than within three days from the date of its adoption Announcement of holding of the General Shareholders Meeting shall be made not later than within 30 days prior to the date of its holding, unless the Federal Law On Joint- Stock Companies stipulates the longer term. Announcement of holding of the General Shareholders Meeting shall be sent by recorded delivery to each person specified in the list of persons entitled to participate in the General Shareholders Meeting and shall be published on the official web-site of the Exchange ( in the Internet information and telecommunication network. The Exchange is entitled to use electronic form of announcement as additional way of notification at its own discretion. If the person recorded in the shareholders register is a nominee holder of the shares, the announcement of holding of the General Shareholders Meeting, as well as the information (materials) to be submitted to the persons entitled to participate in the General Shareholders Meeting in preparation for the General Shareholders Meeting, shall be sent according to the procedure established by the legislation The extraordinary General Shareholders Meeting shall be held upon resolution of the Board of Directors based on its own initiative or at the request of the Revision Commission, the Auditor or the shareholders (the shareholder) owning at least 10 percent of the Exchange`s shares as of the date of request. The extraordinary General Shareholders Meeting upon the request of the Revision Commission, the Auditor or the shareholders (the shareholder) owning at least 10 percent of the Exchange`s shares shall be convoked by the Board of Directors. The extraordinary General Shareholders Meeting convoked upon the request of the Revision Commission, the Auditor or the shareholders (the shareholder) owning at least 10 percent of the Exchange`s shares shall be held within 50 days from filing of the request for holding of the extraordinary General Shareholders Meeting, unless the Federal Law On Joint-Stock Companies establishes other term. If the proposed agenda of the extraordinary General Shareholders Meeting contains the issue of election of the members of the Board of Directors, such General Shareholders Meeting shall be held within 75 days from filing of the request for holding of the extraordinary General Shareholders Meeting. The request for holding of the extraordinary General Shareholders Meeting shall contain the wordings of the issues to be introduced into the Meeting`s agenda. Such request may contain the wordings of resolutions on each of such issues as well as a proposal on the form of holding of the General Shareholders Meeting. The Board of Directors is not entitled to change the wordings of the agenda`s issues, wordings of resolutions on such issues and to change the proposed form of the extraordinary General Shareholders Meeting convoked upon the request of the Exchange`s Revision Commission, the Auditor or the shareholders (the shareholder) owning at least 10 percent of the Exchange`s shares. Within 5 days from filing of the request of the Revision Commission, the Auditor or the shareholders (the shareholder) owning at least 10 percent of the Exchange`s shares for convocation of the extraordinary General Shareholders Meeting, the Board of Directors shall decide to convoke or refuse to convoke the extraordinary General Shareholders Meeting. If the proposed agenda of the extraordinary General Shareholders Meeting contains the issue of election of the members of the Board of Directors, such proposal shall be governed by the respective provisions of Article 53 of the Federal Law On Joint-Stock Companies. 11

12 9.16. The list of the persons entitled to participate in the General Shareholders Meeting shall be compiled on the basis of the information obtained from the shareholders register as of the date specified by the Board of Directors according to the Federal Law On Joint-Stock Companies The right to participate in the General Shareholders Meeting shall be exercised by the shareholder in person or by its representative. At any time, the shareholder is entitled to replace its representative at the General Shareholders Meeting or to participate in the General Shareholders Meeting in person. The shareholder`s representative at the General Shareholders Meeting shall act within its authorities based on the instructions of the federal laws or the acts of the respective competent state or local authorities or on the power of attorney drawn up in the written form. The power of attorney granting the authority to vote shall contain information on the principal and its representative (for an individual name, details of its identity document (series and (or) number of the document, date and place of issue, name of the issuing body), for a legal entity name and location). The power of attorney granting the authority to vote shall be executed according to the requirements of the CCRF The General Shareholders Meeting is entitled to make decisions without holding of the Meeting (joint attendance of the shareholders for discussion of the agenda`s issues and making decisions on the issues put to the vote) by way of absentee vote The General Shareholders Meeting the agenda of which includes the issues of election of the Board of Directors, the Revision Commission, approval of the Auditor, as well as the issues provided for by sub-clauses 11 and 12 of clause 9.5 of the present Charter, shall not be held in the form of absentee vote Voting on the issues of the General Shareholders Meeting`s agenda shall be carried out using ballot papers. A ballot paper shall be sent (given) to each person specified in the list of the persons entitled to participate in the General Shareholders Meeting (or to its representative) not later than within 20 days prior to holding of the General Shareholders Meeting. A ballot paper shall be sent by recorded delivery or given against signature to each of the specified persons. In holding of the General Shareholders Meeting, except for the General Meeting convoked in the form of absentee vote, the persons included into the list of the persons entitled to participate in the General Shareholders Meeting (their representatives) shall have the right to participate in such Meeting or to send the completed ballot papers to the Exchange The General Shareholders Meeting shall be deemed competent (quorate) in case of participation of the shareholders owning, in the aggregate, more than a half of votes of the Exchange`s outstanding voting shares. Attendees of the General Shareholders Meeting, except for the General Meeting held in the form of absentee vote, shall be deemed the shareholders registered as its participants and the shareholders whose ballot papers were received not later than within two days prior to the date of holding of the General Shareholders Meeting. Attendees of the General Shareholders Meeting held in the form of absentee vote shall be deemed the shareholders whose ballot papers were received prior to the final date of acceptance of the ballot papers. If the agenda of the General Shareholders Meeting contains the issues on which the voting is carried out by different groups of voters, a quorum for making decisions on such issues shall be determined individually. However, the presence of quorum for making decisions on the issues put to the vote before one group of voters shall not affect making decisions on the issues which are put to the vote before any other group of voters and in respect of which a quorum is present. In absence of quorum for holding of the annual General Shareholders Meeting, the 12

13 subsequent General Shareholders Meeting with the same agenda shall be held. In absence of quorum for holding of the extraordinary General Shareholders Meeting, the subsequent General Shareholders Meeting with the same agenda can be held. The subsequent General Shareholders Meeting shall be deemed competent (quorate) in case of participation of the shareholders owning, in the aggregate, at least 30 percent of votes of the Exchange`s outstanding voting shares. Notification of holding of the subsequent General Shareholders Meeting shall be performed according to the requirements set forth by the Federal Law On Joint-Stock Companies and the present Charter. In case of holding of the subsequent General Shareholders Meeting within less than 40 days after the failed General Shareholders Meeting, the persons entitled to participate in such General Shareholders Meeting shall be specified (fixed) as of the date of determination (fixing) of the persons entitled to participate in the failed General Shareholders Meeting Voting at the General Shareholders Meeting shall be carried out according to the one voting share one vote principle, except for the cumulative voting to elect the members of the Board of Directors Resolution of the General Shareholders Meeting on the issue put to the vote shall be adopted by a majority of the shareholders owning the Exchange`s voting shares and participating in the Meeting, unless otherwise is stipulated by the Federal Law On Joint- Stock Companies or the present Charter in respect of making decisions Resolution on the issues referred to in sub-clauses 1 3, 5 and 17 of clause 9.5 of the present Charter shall be adopted by the General Shareholders Meeting by a three-fourths majority of votes of the shareholders owning the voting shares and participating in the General Shareholders Meeting, unless otherwise is stipulated by the Federal Law On Joint- Stock Companies Functions of a counting commission shall be exercised by the Exchange`s registrar The Minutes of the General Shareholders Meeting shall be executed in two originals within not later than 3 working days after closing of the General Shareholders Meeting or a final date of acceptance of ballot papers, if the General Shareholders Meeting is held in the form of absentee vote. Both originals shall be signed by the person presiding at the General Shareholders Meeting and the secretary of the General Shareholders Meeting Resolutions adopted by the General Shareholders Meeting and the results of voting can be announced at the General Shareholders Meeting where the voting was carried out and shall be communicated to the persons included in the list of the persons entitled to participate in the General Shareholders Meeting, in the form of report on the results of voting according to the procedure stipulated for notification of holding of the General Shareholders Meeting, within not later than four working days from the date of closing of the General Shareholders Meeting or a final date of acceptance of ballot papers, if the General Shareholders Meeting is held in the form of absentee vote. To make the Minutes available for all shareholders, the Exchange, as soon as possible after signing of the Meeting`s Minutes by the Chairman and the Secretary of the Meeting, ensures disclosure thereof on the official website of the Exchange ( in the Internet information and telecommunication network Adoption of a resolution by the General Shareholders Meeting and the list of participants who were present at such adoption shall be confirmed by the Exchange`s registrar. 10. THE BOARD OF DIRECTORS 13

14 10.1. The Board of Directors shall resolve the issues of general management of the Exchange`s activity, except for the issues referred by the Federal Law On Joint-Stock Companies and the present Charter to the authorities of the General Shareholders Meeting The following issues are referred to the authorities of the Board of Directors: 1) determination of priority directions of the Exchange`s activity; 2) convocation of annual and extraordinary General Shareholders Meetings, except for the cases provided for by clause 8 of Article 55 of the Federal Law On Joint- Stock Companies ; 3) approval of the General Shareholders Meeting`s agenda; 4) determination of the date of drawing-up of the list of the persons entitled to participate in the General Shareholders Meeting, and other issues referred to the authorities of the Board of Directors according to provisions of the Federal Law On Joint-Stock Companies related to preparation and holding of the General Shareholders Meeting; 5) placement by the Exchange of bonds and other issue-grade securities, save for the shares; 6) determination of the price (monetary value) of property, the price for placement or procedure for determination thereof, and price for repurchase of the issue-grade securities in the cases stipulated by the Federal Law On Joint-Stock Companies ; 7) acquisition of the Exchange`s outstanding shares alienated under nongratuitous deals with the shareholders or the shares repurchased by the Exchange, at the request of the shareholders in the cases and in the order stipulated by the Federal Law On Joint-Stock Companies, as well as acquisition of bonds and other securities in the cases stipulated by the Federal Law On Joint-Stock Companies or other federal laws; 8) election of the Exchange`s President and early termination of its authorities; 9) formation of the Management Board, appointment of members of the Management Board, deputies of the Management Board`s Chairman and termination of their authorities; 10) approval of provisions of the labour contract concluded by and between the Exchange and the President, including in respect of the amounts of remunerations and compensations, other forms of incentives, as well as the size of compensations in case of dismissal; 11) approval of secondary employment of the President and the members of the Management Board in the management bodies of other legal entities; 12) approval of the Exchange`s budget, amendment of the Exchange`s budget, and approval of key performance indicators; 13) periodic review of the President`s reports on the Exchange`s activity; 14) advice on the amounts of remunerations and compensations paid to the members of the Revision Commission and determination of the amount of the Auditor`s fee; 15) advice on the amounts of dividends for the shares and on the procedure of their payment; 16) use of the reserve fund and other funds of the Exchange; 17) formation of the committees of the Board of Directors for individual issues of the Exchange`s activity; 19) making decisions on compliance of the candidates for the Board of Directors and the members of the Board of Directors with criteria of independence; 20) assessment of performance of the Board of Directors, its members and committees, including determination of the respective indicators for such assessment and making decisions on the results of the assessment; 21) approval and dismissal of the Exchange` corporate secretary and control over the corporate management practice followed by the Exchange; 22) approval and dismissal of the head of the Exchange`s Internal Audit Service, approval of activity plan of the Exchange`s Internal Audit Service, consideration of reports of 14

15 the Exchange`s Internal Audit Service. 23) formation of the exchange councils (section councils); 24) establishment of the services cost and other remunerations and fees included into the Tariff Book of the Exchange and related to the activity for conduct of the organized trading, except for the cost of the information services of the Exchange; 25) approval of the Exchange`s internal documents referred to the authorities of the Board of Directors by the Federal Law On the Organized Trading and regulations of the Bank of Russia, including: - the Rules of the Organized Trading inclusive of the Rules of Conduct of the Organized Trading, Admission to Trading Rules and other documents; - the Regulation on the System of Internal Control; - the Regulation on the Internal Audit Service; - the Rules of Risk Management; - the internal document on the corporate management; - the Regulations on the Exchange Councils (Section Councils); - the Regulations on the Committees at the Board of Directors; - the documents determining the measures to be taken in emergency situations, aimed at ensuring of continuity of activity for conduct of the organized trading; 26) approval of other internal documents of the Exchange, save for the internal documents approval of which is referred by the CCRF and the Federal Law On Joint-Stock Companies to the authorities of the General Shareholders Meeting, as well as other internal documents of the Exchange approval of which is referred by the present Charter to the authorities of the Exchange`s executive bodies; 27) approval of the major deals in the cases stipulated by Chapter X of the Federal Law On Joint-Stock Companies ; 28) approval of the interested party deals in the cases stipulated by Chapter XI of the Federal Law On Joint-Stock Companies ; 29) approval of the Exchange`s registrar and determination of the terms and conditions of the contract with the registrar, as well as termination of the stated contract; 30) making decisions on the Exchange`s participation in and withdrawal from other legal entities (save for the specified in sub-clause 18 of clause 9.5 of the present Charter); 31) other issues provided for by legislation of the Russian Federation and the present Charter Members of the Board of Directors shall be elected by the General Shareholders Meeting according to the procedure stipulated by the Federal Law On Joint-Stock Companies and the present Charter, for the term up to the next annual General Shareholders Meeting. If the annual General Shareholders Meeting is not held within the terms established by the Federal Law On Joint-Stock Companies and the present Charter, the authorities of the Board of Directors shall be terminated, save for the authorities related to preparation, convocation and holding of the annual General Shareholders Meeting The number of members of the Board of Directors shall be determined by the resolution of the General Shareholders Meeting, but shall not be less than the number established by the Federal Law On Joint-Stock Companies The persons elected to the Board of Directors may be re-elected any number of times Members of the Management Board shall not constitute more than a one-fourth of the membership of the Board of Directors Members of the Board of Directors shall be elected by cumulative voting In cumulative voting, the number of votes of each shareholder shall be multiplied by the number of persons to be elected to the Board of Directors, and the shareholder may 15

16 give all the above votes for one candidate or to distribute them among two or more candidates The candidates receiving a majority of votes shall be deemed elected to the Board of Directors Upon decision of the General Shareholders Meeting, the authorities of the members of the Board of Directors may be early terminated. Resolution of the General Shareholders Meeting on early termination of the authorities may be adopted only in respect of all members of the Board of Directors The Chairman of the Board of Directors and its Deputy shall be elected by the members of the Board of Directors therefrom by a majority of votes of the total number of members of the Exchange`s Board of Directors. If the Chairman of the Board of Directors is absent, its functions shall be exercised by the Deputy Chairman of the Board of Directors. In case of absence of the Chairman of the Board of Directors and its Deputy, the Chairman`s functions shall be exercised by one of the members of the Board of Directors upon the decision of the Board of Directors A meeting of the Board of Directors shall be convoked by the Chairman of the Board of Directors (Deputy Chairman of the Board of Directors) based on its own initiative, upon the request of a member of the Board of Directors, the Revision Commission, the Auditor, the Management Board, as well as the President Procedure for convocation and holding of meetings of the Board of Directors shall be established by the present Charter and Regulation on the Board of Directors A quorum for holding of a meeting of the Board of Directors shall be made up by at least a half of the elected members of the Board of Directors. If the number of members of the Board of Directors becomes less than the number constituting the specified quorum, the Board of Directors shall make a decision on holding of the extraordinary General Shareholders Meeting to elect a new membership of the Board of Directors In determination of presence of a quorum and the results of voting in adoption of resolutions of the Board of Directors, the written opinion of a member of the Board of Directors, who is absent from the meeting thereof, shall be taken into consideration. Such written opinion of an absent member of the Board of Directors shall be received by the Exchange prior to a meeting of the Board of Directors At the meetings of the Board of Directors, resolutions shall be approved by a majority of votes, save for the cases stipulated by the Federal Law On Joint-Stock Companies Each member of the Board of Directors shall have one vote. In case of equality of votes, the vote of the Chairman of the Board of Directors shall be the casting vote. Transfer of the voting right by a member of the Board of Directors to other person, including another member of the Board of Directors, shall not be allowed Resolutions of the Board of Directors may be adopted at meetings in presentia (joint attendance of members of the Board of Directors) or by absentee vote (by poll) Members of the Board of Directors shall not disclose the confidential information, which became known to them, on the Exchange, its deals, transactions, clients, correspondents, partners, and other information constituting commercial and official secrets of the Exchange, except for the cases determined by the legislation. 11. THE EXECUTIVE BODIES OF THE EXCHANGE Management of daily operations of the Exchange shall be performed by the President who shall be the sole executive body, and the Management Board which shall be a collective executive body of the Exchange The President and the Management Board shall report to the Board of Directors and to the General Shareholders Meeting. 16