On organizational measures to transform state enterprises into joint-stock companies. On organizational measures for the transformation of state enterprises into joint-stock companies

PRESIDENT OF THE RUSSIAN FEDERATION

About organizational measures on the transformation of state enterprises,
voluntary associations of state enterprises
in joint-stock companies

(as amended on December 31, 1992)

Repealed from March 29, 2003 on the basis of
Decree of the President of the Russian Federation of March 26, 2003 N 370
____________________________________________________________________

____________________________________________________________________

Document as amended by:
;
.

_______ _____________________________________________________________

In order to ensure the sustainable functioning of state enterprises and intersectoral state associations, concerns and other associations of state enterprises created by them on a voluntary basis and create conditions for accelerating the privatization of state enterprises

I decide:

1. The State Committee of the Russian Federation for State Property Management, the committees for property management of the republics within the Russian Federation, territories, regions, autonomous regions, autonomous districts, cities of Moscow and St. - industrial associations, legal status which was not previously brought into line with the legislation of the Russian Federation (hereinafter referred to as enterprises), as well as closed joint-stock companies, more than 50 percent of the authorized capital of which is state-owned, into joint-stock companies open type, with the exception of those whose privatization is prohibited State program privatization of state and municipal enterprises in the Russian Federation in 1992.

Not subject to transformation into open joint-stock companies in accordance with this Decree are state-owned enterprises that, in accordance with the State Program for the Privatization of State and Municipal Enterprises in the Russian Federation for 1992, are privatized by other means not related to the sale of shares of open-type joint-stock companies, as well as enterprises with equity participation of foreign investments (joint ventures).

This work must be completed by November 1, 1992.

2. Establish that all shares of joint-stock companies formed in accordance with this Decree, which are in state ownership, cannot be transferred or sold otherwise than in accordance with the legislation of the Russian Federation on privatization.

3. The founders of open joint-stock companies created in accordance with this Decree, on the part of the state, are the relevant property management committees. The charters of said joint-stock companies must comply with the Model Charter of an open-type joint-stock company, which is mandatory for application also in cases of privatization of state-owned enterprises.

4. The transformation of enterprises into joint-stock companies is carried out in accordance with the Regulations on the commercialization of state-owned enterprises with the simultaneous transformation into open-type joint-stock companies (attached) by working commissions for privatization created at each enterprise.

Personal responsibility for the preparation and timely submission of relevant documents rests with the heads of enterprises.

5. For enterprises that are members of intersectoral state associations, concerns, associations and other voluntary associations of enterprises (hereinafter referred to as associations), establish until October 1, 1992 the organizational and legal form of associations in accordance with applicable law, transforming their partnerships or joint-stock companies from simultaneous determination of the size of the contributions of the founding enterprises to their authorized capital.

State property previously transferred to the jurisdiction (on the balance sheet) of the said associations by the authorities government controlled, may be contributed to the authorized capital by the relevant property management committees, subject to the transformation of associations into open joint-stock companies. The procedure for making property contributions by state enterprises and property management committees to partnerships and joint-stock companies created in the course of transformation of associations is determined State Committee Russian Federation on state property management.

6. Recommend to the Russian Federal Property Fund, property funds of the republics within the Russian Federation, territories, regions, autonomous regions, autonomous districts, cities and regions to transfer on a contractual basis the blocks of shares in their possession until the moment of their sale in accordance with the plans for the privatization of enterprises in trust management (trust) to individuals and legal entities recognized by buyers in accordance with.

Establish that state-owned blocks of shares constituting more than 50 percent of the authorized capital of an enterprise may be transferred to a trust with the consent of labor collective enterprises.

The procedure for transferring blocks of shares to a trust is determined by the regulation approved by the State Committee of the Russian Federation for State Property Management and Russian fund federal property.

7. The powers of the Management Board of the joint-stock company created in accordance with this Decree are assigned to the previously appointed officials of the administration of the reorganized enterprise.

The head of the reorganized enterprise is responsible for Director General joint-stock company.

8. Approve the Regulations on the commercialization of state-owned enterprises with simultaneous transformation into open joint-stock companies.

9. The Government of the Russian Federation, within a week from the date of publication of this Decree, approves the Model Privatization Plan.

10. Submit proposals to the State Committee of the Russian Federation for State Property Management on bringing the Provisional Provisions approved "On Accelerating the Privatization of State and Municipal Enterprises" in accordance with the requirements of this Decree, and adopt, in accordance with its competence regulations that ensure the implementation of this Decree.

11. Committees for local property management together with the authorities state statistics before September 1, 1992, create registers of enterprises subject to transformation into open joint-stock companies in accordance with this Decree.

13. To impose control over the execution of this Decree on the State Committee of the Russian Federation for State Property Management and Control Department Administration of the President of the Russian Federation.

14. Enter this Decree into effect from the moment of its publication.

The president
Russian Federation
B. Yeltsin

REGULATIONS on the commercialization of state-owned enterprises with simultaneous transformation into open joint-stock companies

This Regulation determines the procedure for the commercialization of state enterprises with the simultaneous transformation into open joint stock companies of state enterprises, production and research and production associations, the legal status of which was not previously brought into line with the legislation of the Russian Federation (hereinafter referred to as enterprises), as well as their structural divisions.

Section I. Procedure for conducting commercialization with simultaneous transformation into joint-stock companies of an open type

1. All enterprises, production and research and production associations that are in federal ownership, state ownership of the republics within the Russian Federation, territories, regions, autonomous regions, autonomous districts are subject to mandatory transformation into open joint-stock companies (hereinafter referred to as joint-stock companies , cities of Moscow and St. Petersburg, with an average number of employees of more than 1,000 people or with a book value of fixed assets as of January 1, 1992, more than 50 million rubles, regardless of their inclusion in trusts, associations, concerns, unions, intersectoral, regional and other business associations.

2. State enterprises that had a book value of fixed assets as of January 1, 1992 from 10 to 50 million rubles and average headcount employing more than 200 people, as well as subdivisions of enterprises (associations) specified in clause 1 of this Regulation (hereinafter referred to as subdivisions) that are not legal entities, which, as of January 1, 1992, had a separate balance sheet or had a book value of fixed assets of more than 10 million rubles or an average headcount of more than 200 people may be transformed into open joint-stock companies by decision of their labor collectives and the relevant property management committees, taking into account the requirements of paragraph 2 of article 19 of the Law of the RSFSR "On Competition and Restriction of Monopolistic Activities in Commodity Markets".

The transformation of these divisions into open joint-stock companies (commercialization) is carried out without their preliminary transformation into independent state enterprises. The decision on commercialization is made by the relevant property management committee (hereinafter referred to as the committee) on the basis of an extract from the protocol submitted to the committee. general meeting the workforce of the department. At the same time, the consent of the labor collective of the enterprise (association), which includes the subdivision, is not required.

3. At each enterprise, in a division subject to paragraphs. 1 and 2 of this Regulation, working commissions for privatization (hereinafter referred to as commissions) are formed, acting in accordance with Section III of this Regulation.

4. The commission prepares and no later than October 1, 1992 submits for approval to the committee the following documents: a privatization plan, a property valuation act, a charter of a joint-stock company (hereinafter referred to as documents).

If documents are not submitted to the committee before October 1, 1992, the preparation of documents is entrusted to the commission for the privatization of the enterprise, created by the committee and acting in accordance with Decree of the President of the Russian Federation of January 29, 1992 N 66.

5. The amount of the authorized capital of joint-stock companies created in accordance with these Regulations is determined in the manner established by the Provisional guidelines on estimating the value of privatization objects, approved by Decree of the President of the Russian Federation of January 29, 1992 N 66 (with the exception of clauses 1.3, 2.4, 3.1.1, 3.4.1, the first and sixth paragraphs of clause 5.1, clauses 5.2, 5.3, 5.4, 5.5) as of July 1, 1992.

The joint-stock company shall be transferred objects of socio-cultural, municipal and household purposes and other objects for which the current legislation of the Russian Federation provides for a restriction or a special privatization regime has been established, the procedure for the further use of which is determined by the privatization plan. The item composition of the property transferred to the joint-stock company is approved by the committee. The cost of these objects is not included in the authorized capital of the joint-stock company.

6. Within seven days from the date of submission of documents, the committee considers them in the manner prescribed by the legislation on privatization, and approves the privatization plan, the act of assessing the value of property and the charter of the joint-stock company. In case of non-compliance of these documents with the requirements of these Regulations, the Committee shall make the necessary changes to them within a week. The plan for the privatization of an enterprise (subdivision) approved by the committee is a decision on its transformation into an open joint-stock company.

7. Documents on the transformation into open joint-stock companies of enterprises (subdivisions), the privatization of which in 1992 in accordance with the requirements of the State Privatization Program is carried out by decision of the Government of the Russian Federation, are submitted by the State Committee of the Russian Federation for State Property Management (hereinafter referred to as the State Property Committee) to approval to the Government of the Russian Federation, which is notified to the relevant ministry or department. If within two weeks the Government of the Russian Federation does not take a reasoned decision to prohibit privatization, the privatization plan is considered approved, and the enterprise is considered subject to privatization. A draft decision on a ban on the privatization of a state-owned enterprise must be prepared within ten days by the relevant ministry or department.

8. Disputes over the determination of the value and composition of property that arise between enterprises and divisions during their commercialization are considered by the relevant committee in the manner established by the Government of the Russian Federation.

9. Until November 1, 1992, the committee, as the founder of an open joint-stock company, shall submit for state registration a copy of the approved privatization plan, an application for registration and the charter of the joint-stock company. Registration of a joint stock company is carried out in accordance with the procedure established by the current legislation. When registering joint-stock companies established in accordance with these Regulations, registration fees and other payments are not charged.

10. From the moment of registration of the joint-stock company, the assets and liabilities of the enterprise, subdivisions are accepted by the joint-stock company. The joint stock company becomes the assignee of the rights and obligations of the reorganized enterprise. Limits of succession of joint-stock companies created in the order of commercialization of subdivisions are established by the decision of the relevant committee.

In all these cases, the preparation of transfer, separation balance sheets is not required. The composition of the property of a joint-stock company at the time of its establishment is reflected in the act of its valuation.

The joint-stock company from the moment of its registration leaves the management structure of the relevant ministries, departments and bodies sectoral management local administration.

11. The first meeting of shareholders is held no later than 12 months from the date of registration of the joint stock company.

The board of directors of a joint stock company is formed in accordance with its charter.

12. The property management committee, in accordance with the established procedure, transfers to the relevant property fund the rights of the founder of a joint-stock company and a block of his shares in the form of entries on the accounts.

13. Within fifteen days after the registration of a joint-stock company, the labor collective is obliged to make, in accordance with the chosen option for granting benefits, a decision on a one-time distribution of shares between employees and other persons equated to them by the privatization legislation, and submit to the committee a list of names of these persons with an indication of the shares transferred to each of them, as well as a protocol on the results of a closed subscription for shares.

The decision is formalized by the minutes of the general meeting (conference) of the labor collective, adopted by a simple majority of the total number of employees of the enterprise (subdivision). The minutes are sent to the committee, which submits the specified list to the executive bodies of the joint-stock company for inclusion of the persons indicated in it in the register of shareholders.

Participants in a closed subscription are entered into the register of shareholders after they make payments established by law and receive relevant documents from the property fund.

14. The issue by a joint-stock company established in accordance with the procedure established by this Regulation of shares and certificates is not subject to the requirements established by the Regulation on the issue and circulation of securities and stock exchanges in the RSFSR, approved resolution Government of the Russian Federation of December 28, 1991.

The plan for the privatization of an enterprise approved by the relevant property management committee is a prospectus for the issue of its shares.

15. The relevant committee ensures the transfer of shares to the relevant property fund within the time limits established by the privatization plan in accordance with the procedure established by the State Privatization Program. The sale of shares is carried out by the property fund in accordance with the privatization plan and subject to restrictions on privatization this enterprise established in accordance with the State Privatization Program.

The sale of shares is registered by making appropriate changes to the register of shareholders maintained by the joint-stock company.

Section II. The procedure for bringing the organizational and legal form of voluntary associations of enterprises in line with current legislation

1. Heads of state enterprises that are members of an intersectoral state association, concern, association or other voluntary association of enterprises (hereinafter referred to as associations) are obliged to convene the association's governing body before August 1, 1992 to make a decision on bringing the organizational and legal form of the association into compliance with the current legislation and organization of work on the preparation of constituent documents of the partnership or joint-stock company being created.

2. The amount of the authorized capital of the partnership or joint-stock company being created is estimated in accordance with the procedure established by paragraph 5 of Section I of these Regulations. The size of the shares of the authorized capital contributed by the founding enterprises are determined in proportion to the accumulated amount of their share and other monetary contributions for the entire period up to the moment of assessment. Property contributions of state enterprises made in a different form, as well as state property transferred to the association by government bodies, are recognized as a state contribution.

3. Documents that determine the size of the contributions of the state and state enterprises-founders to the authorized capital of the partnerships or joint-stock companies being created, are submitted for approval to the State Property Committee of Russia or the relevant property management committee.

State property, previously transferred to the jurisdiction (on the balance sheet) of the said associations by the state administration bodies, may be contributed to the authorized capital by the relevant property management committees, provided that the associations are transformed into open joint-stock companies. The procedure for making property contributions by state enterprises and property management committees to partnerships and joint-stock companies created in the course of transformation of associations is determined by the State Property Committee of Russia.

Section III. Regulations on the formation and activities of the working commission on privatization

2. Within seven days from the date of entry into force of Decree of the President of the Russian Federation of July 1, 1992 N 721 "On organizational measures for the transformation of state enterprises, voluntary associations of state enterprises into joint-stock companies" the head of the enterprise (association), in accordance with the requirements of paragraph 1 section I of these Regulations issues an order on the formation of a commission. The commission includes a representative of the labor collective. A copy of the order of the head of the enterprise is sent to the committee within three days from the date of its publication.

3. If the head of such an enterprise has not formed a commission within the specified period, then the commission is formed by decision of the labor collective with or without the participation of a representative of the administration. An extract from the decision of the meeting of the labor collective on the formation of the commission is sent to the committee within three days from the date of its adoption.

4. The labor collective of an enterprise (subdivision), which has decided to transform it into an open joint-stock company on the basis of paragraph 2 of section 1 of these Regulations, creates a commission independently with or without the participation of representatives of the administration. An extract from the decision of the general meeting of the labor collective of the unit on the creation of a commission is sent to the committee.

5. The commission consists of at least three and no more than five people.

6. At the first meeting, the commission elects the chairman of the commission. The chairman of the commission organizes the work of the commission and bears personal responsibility for its activities.

7. The meeting of the commission is considered competent if at least two thirds of the total number of members of the commission are present at it.

8. Each member of the commission has one vote. All decisions of the commission are taken by a simple majority of votes. In case of equality of votes, the chairman's vote is decisive. A member of the commission who disagrees with the decision taken by the commission may express his dissenting opinion in writing and submit it to the chairman of the commission. The dissenting opinion is attached to the relevant protocol.

9. Minutes of the meeting and decisions made are drawn up within three days and signed by the chairman of the commission.

10. The Commission organizes and holds a general meeting (conference) of the labor collective, at which the option of obtaining benefits by employees in accordance with the requirements of the State Privatization Program is determined. The Commission develops and puts to the vote proposals on options for obtaining benefits.

11. The Commission develops a privatization plan using the Model Privatization Plan approved by the Government of the Russian Federation and coordinates it with the labor collective.

12. The commission draws up and signs a property valuation act as of July 1, 1992 and determines the amount of the authorized capital of the joint-stock company in the manner prescribed by clause 5 of section 1 of these Regulations.

13. The Commission develops the charter of the joint-stock company in accordance with the Model Charter (Section IV).

14. Before October 1, 1992, the commission submits the following documents to the committee: a privatization plan, a property valuation act, a charter of a joint-stock company (hereinafter referred to as documents).

15. The commission, represented by the chairman, has the right to oblige the administration of the enterprise to prepare and submit to the commission accounting and statistical accounting and reporting data, other information necessary for the preparation of documents within the time limits set by it.

16. The commission, represented by the chairman, has the right to represent the interests of the enterprise (association), subdivision on all issues related to the transformation of the enterprise (association), subdivision into an open joint stock company and its privatization.

17. The Commission has the right to involve experts, audit, consulting and other organizations in its work.

18. From the moment of creation of the commission and until the moment of registration of the joint-stock company, dismissal and transfer to another job of employees and officials administration of enterprises (associations), divisions that are members of the commission are not carried out, except in cases of dismissal of their own free will.

19. The Commission is responsible for the correct preparation of documents submitted to the committee and the accuracy of the data used by it.

20. The commission is considered liquidated after the completion of the privatization of the enterprise (association).

21. The commission may be liquidated by decision of the general meeting of the labor collective by a three-quarters majority of the votes of the total number of members of the labor collective. In this case, the labor collective creates a commission in the manner prescribed by this Regulation.

Section IV.
Model charter of an open joint-stock company,
established by the State Committee of the Russian Federation for
management of state property, its territorial
agency, the Committee for Property Management of the Republic in
part of the Russian Federation, territory, region, autonomous region,
autonomous region, districts (except districts in cities) and cities
(except for cities of regional subordination)

STANDARD CHARTER of an open joint-stock company

Open Joint Stock Company "______________________________________" (hereinafter referred to as the "Company") was established in accordance with the Decree of the President of the Russian Federation "On organizational measures for the transformation of state enterprises, voluntary associations of state enterprises into joint stock companies" dated July 1, 1992 N 721.

Article 1. Name and location of the company

1.1. The full official name of the Company is "_________________________________________________"

Abbreviated name of the Company - "_____________________________________________________________"

1.2. Location of the Company -- "__________________________________________________________________"

Article 2. Legal status of a company

2.1. Society is legal entity. The rights and obligations of a legal entity shall be acquired by the Company from the date of its registration. The Company has a seal with its name, brand name (symbols), settlement and other accounts in rubles and foreign currency in banking institutions.

2.2. The founder of the Society is _________________________________ (the Committee that approved its Charter).

2.3. The Company is liable for its obligations only to the extent of its property. Shareholders bear losses within the limits of their contribution (block of shares belonging to them).

The Company is not liable for the property obligations of the shareholders.

2.4. The Company is the legal successor of ____________________________________
________________________________________________________________________

(name of state or municipal enterprise)
in a relationship*) _____________________________________________________________
(limits of succession)
_________________
*) To be filled in in cases where the limits of succession are established by the committee in accordance with paragraph 10 of section 1 of the Regulations on the commercialization of state enterprises with simultaneous transformation into open joint-stock companies.
(The paragraph is additionally included by Decree of the President of the Russian Federation of November 16, 1992 N 1392)

Article 3

3.1. The main goal of the Company is to make a profit.

3.2. The main activities of the Joint Stock Company are:

___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
(indicated specific types activities)

3.3. The Company carries out any kind economic activity, with the exception of those prohibited by the legislative acts of the Russian Federation, in accordance with the purpose of their activities.

Article 4. Authorized capital

4.1. The authorized capital of the company is _______________________ rubles.

4.2. Within thirty (30) days after registration, the Company:

- issues the following types of shares of the same nominal value:

1) preferred shares of type A ___________________ (number);
(issued only if the team chooses option 1 for providing benefits).

2) preferred shares of type B ___________________ (number);
(issued on account of a share of the authorized capital, the holder of which is the property fund).

3) ordinary shares ________________________ (number);

4)*) "Golden share" - 1 (one).
______________
(Part 4 is additionally included by Decree of the President of the Russian Federation of November 16, 1992 N 1392)

The par value of a share is ________________ rubles.

- maintains a register of shareholders with the obligatory inclusion of the following data in it: the number and type of shares, the date of acquisition, the name (name) and location (residence) of the shareholder, the purchase price of shares.

- preferred shares of type A are issued within the limits of 25% of the authorized capital exclusively for subsequent free transfer employees of the enterprise receiving benefits under option 1 during corporatization in accordance with the State Program for the Privatization of State and Municipal Enterprises for 1992.

4.3. At the written request of the shareholder, he is issued an extract from the register of shareholders, certified by the seal of the Joint Stock Company. The joint-stock company is obliged to keep a journal of extracts from the register. The journal must be numbered, laced and sealed with the seal of the Joint Stock Company. Each shareholder has the right to make sure that he is entered in the register of shareholders, and the holder of the register of shareholders is obliged to present to the shareholder a record of his entry in the register.

4.4. The Company has the right to acquire on the organized securities market the shares it has issued (with the exception of shares sold by property funds and their representatives) for subsequent sale to other persons. During the year, the Company cannot purchase more than 10% of its own shares.

During the period when 25 percent or more of the authorized capital of the Company is in state or municipal ownership, these shares can only be sold to persons recognized as buyers in accordance with Article 9 of the Law of the Russian Federation "On Privatization of State and Municipal Enterprises in the Russian Federation" . Transactions made in violation of this requirement are considered invalid.

The acquired shares may be on the balance sheet of the Company for no more than one year. Distribution of profits, as well as voting and determining the quorum at the meeting of shareholders, take place without taking into account the specified shares. Shares not sold within this period are subject to cancellation with a corresponding reduction in the authorized capital of the Company.
(The paragraph is additionally included by Decree of the President of the Russian Federation of November 16, 1992 N 1392)

Article 5. Rights and obligations of shareholders

5.1. Each holder of type A and B preference shares, as well as ordinary shares has the right to attend meetings of shareholders in person or through authorized representatives and submit proposals for consideration in accordance with these Articles of Association.

5.2. Each holder of type A preferred shares, type B shares, and ordinary shares has the right to sell his shares without the consent of other shareholders.

5.3. Rights of holders of type A preference shares:

Holders of Type A preference shares are entitled to an annual fixed dividend. total amount, paid as a dividend on each preference share of type A, is set at 10% net profit of the Joint Stock Company based on the results of the last financial year, divided by the number of shares that make up 25% of the authorized capital of the Company. At the same time, if the amount of dividends paid by the Joint Stock Company on each ordinary share in a certain year exceeds the amount payable as dividends on each type A preferred shares, the amount of the dividend paid on the latter must be increased to the amount of the dividend paid on ordinary shares. shares.

Dividends shall be paid by the holder of type A preferred shares annually no later than May 1 and additionally on the date of payment of dividends on ordinary shares in the event that, in accordance with this clause, the amount of the dividend on type A preferred shares must be increased to the amount of the dividend paid on ordinary shares. Dividends are paid to holders of type A preference shares that have been entered in the register of shareholders no later than thirty days before the announcement of the amount of the dividend by the Board of Directors.

The holders of type A preferred shares shall not have the right to vote at the meeting of shareholders, except in cases where the adoption of amendments or additions to these Articles of Association involves the reorganization or liquidation of the Company, a change in the size of the dividend on type A preferred shares, or the issue of preferred shares, the owners of which are granted broader rights, than those provided for by these Articles of Association for holders of type A preferred shares. In this case, the decision must be approved by the holders of two-thirds of type A preferred shares (paragraph as amended).

5.4. Rights of holders of type B preference shares:

Holders of type B preference shares are entitled to an annual fixed dividend. The total amount paid as a dividend on each type B preference share is set at 5% of the Joint Stock Company's net profit based on the results of the last financial year, divided by the number of shares that make up 25% of the Company's charter capital. At the same time, if the amount of dividends paid by the Joint Stock Company on each ordinary share in a certain year exceeds the amount payable as dividends on each Type B preference share, the amount of the dividend paid on the latter must be increased to the amount of the dividend paid on ordinary shares. shares.

Dividends shall be paid to holders of type B preference shares annually no later than May 1 and additionally on the date of payment of dividends on ordinary shares, in the event that, in accordance with this paragraph, the amount of the dividend on type B preference shares must be increased to the amount of the dividend paid on ordinary shares. Dividends are paid to holders of type B preferred shares that were entered in the register of shareholders no later than thirty days before the announcement of the amount of the dividend by the Board of Directors.

Type B preference shares are held exclusively by the property fund. Type B preference shares are automatically converted into ordinary shares (whereby one preference share is exchanged for one ordinary share) at the time of their sale by the property fund in the course of privatization.

The Property Fund, as a holder of type B preference shares, does not have the right to vote at a shareholders' meeting.

5.5. During the period when the Joint Stock Company has type B preference shares, the Company shall not have the right to:

- pay dividends on ordinary shares in a form other than cash;

- purchase shares issued by him.

5.6. The Company is not entitled to pay dividends on preferred shares of type A or type B except in the manner prescribed by this Charter.

5.7. The Company is not entitled to pay dividends on ordinary shares before the payment of dividends on preferred shares of type A and B.

5.8. Each ordinary share gives its owner one vote at the shareholders' meeting.

5.9. In the event of liquidation of the Company, the property of the Company remaining after the satisfaction of creditors' claims is used to make payments in the following order:

available but unpaid dividends on type A preference shares are paid;

holders of type A preference shares are paid the par value of their shares;

the remaining property is distributed among the holders of type A preferred shares, type B preferred shares and ordinary shares in proportion to the share of their shares in the total number of shares issued by the Joint Stock Company, taking into account the previously paid nominal value of type A shares.

5.10.*) "Golden share" gives its owner all the rights provided for the owners of ordinary shares, as well as the right to "veto" when the meeting of shareholders makes decisions on issues stipulated by parts 1, 9, 10, 11 and 12 of clause 6.3 of this Charter. The specified right is granted to its owner for a period of ________ (up to 3 years) from the date of registration of the Company.
___________________
*) Included in the charters of enterprises whose privatization in accordance with paragraph 3 of Article 3 of the Law of the Russian Federation "On the privatization of state and municipal enterprises in the Russian Federation" is permitted only by decision of the Government of the Russian Federation or the State Committee of the Russian Federation for State Property Management, if adopted the said bodies of such a decision.

Decisions on the above issues, taken by the meeting of shareholders in the absence of the owner of the "Golden Share" or his representative, are recognized as invalid.

The use of the right of "veto" by the owner of the "Golden Share" entails the suspension of the relevant decision for a period of up to six months and its submission to the body (including a government body or court) determined by the owner of the "Golden Share" in the manner prescribed founding documents Society*).
_____________________
*) The founding documents of the Company, created in the course of transformation of a state or municipal enterprise, include its Charter and the Privatization Plan.
(The paragraph is additionally included by Decree of the President of the Russian Federation of November 16, 1992 N 1392)

Article 6. Meeting of shareholders

6.1. The supreme management body of the Company is the meeting of shareholders. Once a year, the Company holds an annual meeting of shareholders.

In addition to the annual meeting, extraordinary meetings may be convened. Extraordinary meetings of shareholders may be convened by the General Director to consider any matters. The General Director shall convene an extraordinary meeting at the written request of the majority of the members of the Board of Directors or shareholders holding in aggregate at least ten percent (10%) of the ordinary shares of the Company. The request must state the purpose of the meeting.

Written notice of convening a meeting and its agenda must be sent to each shareholder no later than 30 days before the date of the meeting. by registered mail at the address indicated in the register of shareholders. By decision of the meeting, notification may be carried out by publishing an appropriate announcement and information about the agenda in a certain newspaper. The agenda cannot be changed after notification.

6.2. Except as otherwise provided by applicable law, the quorum for holding all meetings of shareholders is ensured by the presence personally or through authorized representatives of the owners of at least fifty percent (50%) of the Company's ordinary shares. In the absence of a quorum, the date of a new meeting of shareholders is set, at which decisions are made by a majority vote of the shareholders present, regardless of the presence of a quorum.

6.3. The exclusive competence of the meeting of shareholders includes next questions decisions on which are made if the owners of more than 50% of ordinary shares present at the meeting voted for it, unless otherwise provided by clause 6.4:

1) introduction of amendments and additions to the Charter;

2) change in the authorized capital (with the exception of cases provided for by the constituent documents of the Company) (part 2 as amended by Decree of the President of the Russian Federation of November 16, 1992 N 1392);

3) adoption of the Code of conduct for members of the Board of Directors, members of the Management Board and officials of the administration;

4) approval of the balance sheet, profit and loss account, the annual report of the Board of Directors, as well as the auditor's reports;

5) approval of the amount of dividend paid per ordinary share. The specified amount cannot exceed the amount recommended by the Board of Directors of the Company (Part 5 as amended by Decree of the President of the Russian Federation dated November 16, 1992 N 1392);

6) appointment of members of the Audit Commission and independent external auditors, as well as determination of their scope of activities and remuneration;

7) making decisions on the creation and termination of the activities of branches, representative offices, departments of the Joint Stock Company in accordance with applicable law;

8) approval of transactions and other actions that give rise to obligations on behalf of the Company that exceed the powers granted to the Board of Directors;

9) making decisions on pledge, lease, sale, exchange or other alienation real estate of the Company or other property, the composition of which is determined by the constituent documents of the Company, if the size of the transaction or the value of the property constituting the subject of the transaction exceeds ten percent (10%) of the Company's assets (Part 9 as amended by Decree of the President of the Russian Federation dated November 16, 1992 N 1392);

10) making decisions on the formation of subsidiaries and the participation of the Company in other enterprises, associations of enterprises;

11) making decisions on merging, accession, transformation of the Company into an enterprise of a different legal form;

12) decision-making on liquidation of the Company, creation of a liquidation commission and approval of its report;

13) election of members of the Board of Directors, appointment of the General Director of the Company.

Actions of the Company's officials that violate paragraph 6.3 of these Articles of Association lead to their being held accountable.

6.4. Resolution of the issues provided for by parts 1, 2, 9, 10, 11, 12 of clause 6.3 requires the consent of the owners of three-quarters of the ordinary shares present in person or through authorized representatives, except for the case provided for in clause 6.5.

6.5. When establishing the Company, the powers provided for by part 13 of clause 6.3 are exercised by the relevant property management committee (clause as amended by Decree of the President of the Russian Federation of November 16, 1992 N 1392).

6.6. The paragraph is excluded by Decree of the President of the Russian Federation of November 16, 1992 N 1392.

During the entire period while the property fund (committee) is a shareholder of the Company, it has the right to veto decisions on changing the organizational and legal form of the Company.

6.7. The founder of the company has the right to split existing shares into shares of a lower par value without changing the total value of the authorized capital in the manner established by the State Committee of the Russian Federation for State Property Management (the clause was additionally included by Decree of the President of the Russian Federation of December 31, 1992 N 1705).

Article 7 Board of Directors and Management Board

7.1. The main task of the members of the Board of Directors and members of the Management Board is to develop a policy to increase the Company's profitability and ensure the implementation of the Company's privatization plan.

The Chairman of the Board of Directors ex officio is the General Director.

7.2. Members of the Board of Directors and members of the Management Board must be loyal to the Company.

In the event that a member of the Board of Directors or a member of the Management Board has a financial interest in a transaction to which the Company is or intends to be a party, as well as in the event of another conflict of interests between the said person and the Company in relation to an existing or proposed transaction:

he is obliged to inform the Board of Directors about his interest before making a decision (concluding a transaction);

the transaction must be approved by a majority of members of the Board of Directors who do not have such an interest, or by a majority of shareholders.

A member of the Board of Directors or a member of the Management Board who has informed the Board of Directors in this manner of his financial interest or other conflict of interest may not take part in discussions or voting related to such a transaction. Members of the Board of Directors and members of the Management Board are considered to have a personal financial interest if they are labor relations or have the rights of an owner, creditor in relation to legal entities that:

are suppliers of goods or services to the Company,

or large consumers of goods or services produced by the Company,

or may benefit from the disposal of the Company's property,

or whose property is fully or partially formed by the Company,

- as well as in relation to individuals, to which one or another of the above definitions can be applied.

7.3. Members of the Board of Directors and members of the Management Board shall not use the Company's facilities or allow them to be used for purposes other than those provided for in clause 7.1 of these Articles of Association. The term "capabilities of the Company" in the sense of this article means:

all property and non-property rights belonging to the Company,

business opportunities,

information about the activities and plans of the Company,

any rights and powers of the Company that are of value to it.

7.4. Members of the Board of Directors and members of the Management Board during their work in this capacity shall not have the right to establish or take part in enterprises competing with the Company, except in cases where this has been permitted by a majority of disinterested members of the Board of Directors or shareholders holding a majority of ordinary shares of the Company.

7.5. Members of the Board of Directors and members of the Management Board are also required to comply with other rules established by the meeting of shareholders.

7.6. Members of the Board of Directors and members of the Management Board are not entitled to indirectly or directly receive remuneration for influencing decision-making by the Board of Directors or the Management Board of the Company. Members of the Board of Directors and members of the Management Board are liable for damage caused as a result of violation of the provisions of this article, along with bringing them to criminal and other liability in accordance with the current legislation of the Russian Federation.

7.7. Members of the Board of Directors and members of the Management Board are obliged to exercise their official duties in good faith and in such manner as they deem best in the interests of the Joint Stock Company.

7.8. Members of the Board of Directors and members of the Management Board are liable to the Company for damage caused to it as a result of:

- non-fulfillment by them of their functions defined by this Charter;

- negligent performance by them of their functions defined by this Charter.

7.9. Members of the Board of Directors and members of the Management Board who violate the obligations established by paragraphs 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 7.7 and 7.8 of this Charter shall be liable in the amount of compensation for damage in full, caused to the Company as a result of violation of the above obligations by a member of the Board of Directors or a member of the Management Board, including the lost profit of the Company in the amount of its full and fair market value.

Article 8. Meeting of the Board of Directors

8.1. The Board of Directors includes: the General Director of the Company (or his representative), a representative of the property fund (committee) or trustee, a representative of the labor collective and a representative of the local Council of People's Deputies (at the location or registration of the enterprise) (paragraph as amended by the Decree of the President of the Russian Federation dated November 16, 1992 N 1392).

The General Director of the Company (his representative) has two votes, all other members of the Board of Directors - one vote each.

8.2. Meetings of the Board of Directors are held as necessary, but at least once a month. One of the meetings of the Council (annual meeting) is held no later than three (3) months after the end of the financial year in order to consider the draft annual balance sheet of the Company, the profit and loss account and the auditor's report. The Chairman of the Council convenes the annual meeting and prepares the agenda. At the annual meeting, the chairman provides the Council with full current financial information, as well as a full report on the current state of affairs, on the main results and plans of the Society.

Extraordinary meetings of the Board of Directors may be convened by any two members of the Board of Directors.

8.3. Notice of a meeting of the Board of Directors shall be sent to each member of the Board in writing in accordance with the procedure established by the Board of Directors. The notice includes the agenda of the meeting. Attached to the notice are all Required documents related to the agenda. Issues not specified in the notice may not be considered at a meeting of the Board of Directors. If necessary, any meeting of the Board of Directors may be postponed with the consent of all members of the Board present.

8.4. All decisions of the Board of Directors are made by a simple majority of votes of its members, unless otherwise provided by the legislation of the Russian Federation.

8.5. The agenda of the meeting includes issues proposed for consideration by shareholders owning in the aggregate at least 5% of ordinary shares, members of the Board of Directors, the Audit Commission, and the General Director.

8.6. Minutes of all meetings of the Board of Directors are kept in accordance with the procedure established by it. Minutes of the meetings must be available for review to any shareholder, member of the Board of Directors, or his representative at the legal address of the Company or other place specified by the Board. All minutes must be signed by the Chairman and Secretary of the meeting.

Article 9. Competence of the Board of Directors

9.1. The Board of Directors has the right to make decisions on all issues related to the activities of the Company and its internal affairs, with the exception of issues related to the exclusive competence of the meeting of shareholders.

9.2. The Board of Directors does not have the right to delegate its powers to other persons or bodies, unless otherwise expressly provided by the legislative acts of the Russian Federation and this Charter.

9.3. The Board of Directors has the following powers and is obliged to take appropriate decisions:

- recommend to the shareholders the amount, conditions and procedure for increasing or decreasing the size of the authorized capital and certify in writing that the increase in the authorized capital is equal to the fair market value of the corresponding contribution to the authorized capital of the Company;

- to approve the regulation on the Management Board of the Joint Stock Company, presented by the General Director;

- accept regulations governing relations within the Company;

- adopt the rules and regulations for the meetings of the Council;

- approve the conclusion or termination of any transactions in which one party is the Joint Stock Company, and the other party is any shareholder owning a block of shares amounting to at least 5% of the authorized capital, a member of the Board of Directors, a member of the Management Board or an officer of the Company;

- give recommendations to shareholders regarding the establishment of branches, representative offices, departments or subsidiaries;

- in agreement with the General Director, appoint and dismiss officials of the Management Board of the Company;

- determine the procedure for the presentation of all accounts, reports, statements, systems for calculating profits and losses, including rules related to depreciation;

- determine policies and make decisions regarding the receipt and issuance of loans, loans, credits, guarantees;

- give recommendations on the amount of dividends paid to shareholders;

- take, upon the proposal of the Management Board, decisions on the implementation by the Company of capital investments, the amount of which exceeds ten percent (10%) of the annual turnover of the Company in the previous year *) (paragraph as amended by Decree of the President of the Russian Federation of November 16, 1992 N 1392);
________________________
*) During the first year of the Company's operation, the starting point is the turnover of the state enterprise, the assignee of which is the Company (the note was additionally included by Decree of the President of the Russian Federation of November 16, 1992 N 1392).

- approve the conclusion of transactions with the Company's assets, the amount of which exceeds twenty percent (20%) of the Company's quarterly turnover in the previous quarter*), in the manner established by the meeting of shareholders (paragraph as amended by Decree of the President of the Russian Federation of November 16, 1992 N 1392).
_____________________
*) During the first quarter of the Company's activity, the starting point is the turnover of the state enterprise, the assignee of which is the Company (the note was additionally included by Decree of the President of the Russian Federation of November 16, 1992 N 1392).

Article 10. General Director and Management Board

10.1. The General Director carries out operational management of the Company's activities and is vested in accordance with the legislation of the Russian Federation with all the necessary powers to perform this task. The General Director carries out his activities in strict accordance with the current legislation and this Charter.

10.2. The board is executive body of the Company and acts on the basis of a regulation approved by the Board of Directors.

10.3. At meetings of the Board of Directors and meetings of shareholders, the point of view of the Management Board is represented by the General Director.

10.4. The General Director has the right to act on behalf of the Company without a power of attorney.

Article 11. Accounting and reporting of the Company

11.1. The balance sheet, profit and loss account of the Company are drawn up in rubles.

11.2. The first financial year of the Company starts from the date of its registration and ends on December 31 of the current year. Subsequent financial years correspond to calendar years.

11.3. The balance sheet, profit and loss account, as well as other financial documents for the report are drawn up in accordance with applicable law.

11.4. Complete documentation is maintained at the location of the Company, including:

- constituent documents of the Company, as well as regulatory documents regulating relations within the company, with subsequent changes and additions;

- all documents accounting required to conduct the Company's own audits, as well as audits by the relevant government bodies according to the current legislation;

- register of shareholders;

- minutes of meetings, meetings of shareholders, the Board of Directors and the Audit Commission;

- a list of persons having a power of attorney to represent the Company;

- a list of all members of the Board of Directors and officials of the Company's administration.

These documents must be available for familiarization to shareholders and their authorized representatives at any time during the working day. Shareholders and their representatives have the right to make copies of these documents, except for those related to trade secret Society.

Article 12

12.1. The Audit Commission consists of at least three (3) persons elected by the owners of more than fifty percent (50%) of the Company's ordinary shares. The Audit Commission makes decisions by a majority vote of its members. At the request of the Board of Directors, members of the Audit Commission may attend its meetings.

12.2. The Audit Commission shall submit to the Board of Directors no later than ten days before annual meeting shareholders report on the results of the annual audit in accordance with the rules and procedures for maintaining financial reporting and accounting established in accordance with the provisions of Article 11 of this Charter. Unscheduled audits are carried out by the Audit Commission at the written request of the owners of at least ten percent (10%) of the Company's ordinary shares or the majority of members of the Board of Directors. The Company's employees must promptly provide the Audit Commission with all necessary information and documents.

Article 13. Liquidation and reorganization of the Company

13.1. The company may be liquidated in the following cases:

- by decision of the general meeting of shareholders;

- by a court decision in accordance with the legislation of the Russian Federation;

- by decision of the property fund (committee) in accordance with Article 6.5 of this Charter.

13.2. In the event of liquidation of the Company, except in the event of liquidation by a court decision, the Board of Directors creates a liquidation commission, determines the procedure and terms for conducting liquidation, sets a period for filing claims for creditors, which cannot be less than two and more than three months from the date of announcement of liquidation.

13.3. The liquidation commission carries out the liquidation, draws up the liquidation balance sheet and submits it to the Board of Directors. From the moment of its appointment, the liquidation commission assumes the functions of the Board of Directors, the Management Board and the General Director. From that moment on, she is the only authorized representative of the Joint Stock Company on all issues related to its activities. At the time of its creation, the commission takes the following actions: publishes in the official press at the location of the enterprise a publication on its liquidation and on the procedure and deadline for filing claims by creditors. The Commission shall ensure the first publication in the press not later than one week after its creation and repeat this publication not earlier than fourteen and not later than forty days. The liquidation commission organizes the work of collecting accounts receivable enterprises and identify claims of creditors.

13.4. The property of the Company is for sale liquidation commission from the auction. Proceeds from such sale are used to meet creditors' claims. The remaining assets are distributed among the shareholders in the manner prescribed by this Decree.

13.5. If the Company's funds are not sufficient to satisfy all obligations to creditors, the Company's funds are distributed among creditors in the appropriate queue in proportion to the amount of creditors' claims in this queue, determined in accordance with the current legislation.

13.6. The company is considered liquidated from the moment the relevant entry is made in the State Register.

13.7. If the property fund (committee) decides to divide the Company, a part of the assets of the Joint Stock Company is transferred as contributions to the authorized capital of newly created open joint stock companies in exchange for its shares, or other measures not prohibited by the current legislation are taken to reorganize the Joint Stock Company.

13.8. The reorganization measures provided for in clause 13.7 must be carried out within thirty (30) days after the decision to reorganize in accordance with these Articles of Association.

13.9. The conditions and procedure for reorganization and liquidation, not provided for by this Charter, are governed by the current legislation.

Revision of the document, taking into account
changes and additions
prepared by CJSC "Kodeks"

Decree of the President of the Russian Federation of July 1, 1992 N 721
"On organizational measures for the transformation of state enterprises, voluntary associations of state enterprises into joint-stock companies"

With changes and additions from:

In order to ensure the sustainable functioning of state enterprises and the intersectoral state associations, concerns and other associations of state enterprises created by them on a voluntary basis and to create conditions for accelerating the privatization of state enterprises, I decide:

1. The State Committee of the Russian Federation for State Property Management, committees for property management of the republics within the Russian Federation, territories, regions, autonomous districts, cities of Moscow and St. , the legal status of which was not previously brought into line with the legislation of the Russian Federation (hereinafter referred to as enterprises), as well as closed joint-stock companies, more than 50 percent of the authorized capital of which is state-owned, into open joint-stock companies, with the exception of those the privatization of which is prohibited state and municipal enterprises in the Russian Federation in 1992.

Not subject to transformation into open joint-stock companies in accordance with this Decree are state-owned enterprises that, in accordance with the State Program for the Privatization of State and Municipal Enterprises in the Russian Federation for 1992, are privatized by other means not related to the sale of shares of open-type joint-stock companies, as well as enterprises with equity participation of foreign investments (joint ventures).

Personal responsibility for the preparation and timely submission of relevant documents rests with the heads of enterprises.

State property, previously transferred to the jurisdiction (on the balance sheet) of the said associations by the state administration bodies, may be contributed to the authorized capital by the relevant property management committees, provided that the associations are transformed into open joint-stock companies. The procedure for making property contributions by state enterprises and property management committees to partnerships and joint-stock companies created in the course of transformation of associations is determined by the State Committee of the Russian Federation for State Property Management.

Establish that state-owned blocks of shares constituting more than 50 percent of the authorized capital of an enterprise may be transferred to a trust with the consent of the enterprise's labor collective.

The procedure for transferring blocks of shares to a trust is determined by the regulation approved by the State Committee of the Russian Federation for State Property Management and the Russian Federal Property Fund.

7. The previously appointed officials of the administration of the reorganized enterprise shall be assigned the powers of the Board of the joint-stock company created in accordance with this Decree.

The head of the reorganized enterprise shall be entrusted with the duties of the General Director of the joint-stock company.

10. Submit proposals to the State Committee of the Russian Federation for State Property Management on bringing the Provisional Provisions approved by Decree of the President of the Russian Federation of January 29, 1992 N 66 "On Accelerating the Privatization of State and Municipal Enterprises" into compliance with the requirements of this Decree, and adopt in accordance with its competence, normative acts that ensure the implementation of this Decree.

11. By September 1, 1992, local property management committees, together with state statistics authorities, shall create registers of enterprises to be transformed into open joint-stock companies in accordance with this Decree.

13. To impose control over the execution of this Decree on the State Committee of the Russian Federation for State Property Management and the Control Department of the Administration of the President of the Russian Federation.

Moscow Kremlin

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the Russian Federation

Decree of the President of the Russian Federation dated 01.07.92 N 721 (as amended on 12/31/92) "On organizational measures to transform state enterprises, voluntary associations of state enterprises into joint -stock companies" (together with the "Regulation on commercialization of state enterprises with the simultaneous transformation of open companies of the open opened company TYPE")

Personal responsibility for the preparation and timely submission of relevant documents rests with the heads of enterprises.

7. The powers of the Management Board of the joint-stock company created in accordance with this Decree are assigned by the previously appointed officials of the administration of the reorganized enterprise.

The head of the reorganized enterprise shall be entrusted with the duties of the General Director of the joint-stock company.

8. Approve the Regulations on the commercialization of state-owned enterprises with simultaneous transformation into open joint-stock companies.

9. The Government of the Russian Federation, within a week from the date of publication of this Decree, approves the Model Privatization Plan.

10. Submit proposals to the State Committee of the Russian Federation for State Property Management on bringing the Provisional Provisions approved by Decree of the President of the Russian Federation of January 29, 1992 N 66 "On Accelerating the Privatization of State and Municipal Enterprises" into compliance with the requirements of this Decree, and accept with its competence, normative acts that ensure the implementation of this Decree.

PRESIDENT OF THE RUSSIAN FEDERATION

On organizational measures for the transformation of state

enterprises, voluntary associations of state enterprises

to joint-stock companies

In all these cases, the preparation of transfer, separation balance sheets is not required. The composition of the property of a joint-stock company at the time of its establishment is reflected in the act of its valuation.

The joint-stock company from the moment of its registration leaves the management structure of the relevant ministries, departments and sectoral management bodies of the local administration.

11. The first meeting of shareholders is held no later than 12 months from the date of registration of the joint stock company.

The board of directors of a joint stock company is formed in accordance with its charter.

12. The property management committee, in accordance with the established procedure, transfers to the relevant property fund the rights of the founder of the joint-stock company and a block of shares in the form of entries in the accounts.

The decision is formalized by the minutes of the general meeting (conference) of the labor collective, adopted by a simple majority of the total number of employees of the enterprise (subdivision). The minutes are sent to the committee, which submits the specified list to the executive bodies of the joint-stock company for inclusion of the persons indicated in it in the register of shareholders.

Entry into the register of shareholders of participants in a closed subscription is carried out after they make payments established by law and receive the relevant documents from the property fund.

14. The issue by a joint-stock company established in accordance with the procedure established by this Regulation of shares and certificates is not subject to the requirements established by the Regulation on the issue and circulation of securities and stock exchanges in the RSFSR, approved by the Decree of the Government of the Russian Federation of December 28, 1991.

The privatization plan of the enterprise approved by the relevant property management committee is a prospectus for the issue of its shares.

15. The relevant committee shall ensure the transfer of shares to the relevant property fund within the time limits established by the privatization plan in accordance with the procedure established by the State Privatization Program. The sale of shares is carried out by the property fund in accordance with the privatization plan and taking into account the restrictions on the privatization of this enterprise, established in accordance with the State Privatization Program.

The sale of shares is registered by making appropriate changes in the register of shareholders maintained by the joint stock company.

Section II.

The procedure for bringing the organizational and legal form of voluntary associations of enterprises in line with current legislation

1. The heads of state enterprises that are members of an intersectoral state association, concern, association or other voluntary association of enterprises (hereinafter referred to as associations) are obliged to convene the governing body of the association until August 1, 1992 to make a decision on bringing the organizational and legal form of the association in accordance with applicable law and organizations work on the preparation of constituent documents of the partnership or joint-stock company being created.

2. The amount of the authorized capital of the partnership or joint-stock company being created is estimated in the manner prescribed by this Regulation. The size of the shares of the authorized capital contributed by the founding enterprises are determined in proportion to the accumulated amount of their share and other monetary contributions for the entire period up to the moment of assessment. Property contributions of state enterprises made in another form, as well as state property transferred to the association by government bodies, are recognized as the contribution of the state.

State property previously transferred to the jurisdiction (on the balance sheet) of the said associations by state administration bodies may be contributed by the authorized capital by the relevant property management committees, subject to the transformation of the associations into open joint stock companies. The procedure for making property contributions by state enterprises and property management committees in partnerships and joint companies created in the course of transformation of associations are determined by the State Property Committee of Russia.

Section III.

Regulations on the formation and activities of the working commission on privatization

1. A working commission on privatization (hereinafter referred to as the commission) is created at an enterprise (association), in a subdivision to be transformed into an open joint stock company.

2. Within seven days from the date of entry into force of the Decree of the President of the Russian Federation "On organizational measures for the transformation of state enterprises, voluntary associations of state enterprises into joint-stock companies" dated July 1, 1992, the head of the enterprise (association), in accordance with the requirements of this Regulation, issues an order to form a commission . The composition of the commission includes a representative of the labor collective. A copy of the order of the head of the enterprise is sent to the committee within three days from the date of its publication.

4. The labor collective of an enterprise (subdivision), which has decided to transform it into an open joint stock company on the basis of these Regulations, creates a commission independently with or without the participation of representatives of the administration. An extract from the decision of the general meeting of the labor collective of the unit on the creation of a commission is sent to the committee.

5. The commission consists of at least three and no more than five people.

6. At the first meeting, the commission elects the chairman of the commission.

The chairman of the commission organizes the work of the commission and bears personal responsibility for its activities.

7. A meeting of the commission is considered competent if at least two thirds of the total number of members of the commission are present at it.

9. The minutes of the meeting and the decisions taken are drawn up within three days and signed by the chairman of the commission.

10. The Commission organizes and holds a general meeting (conference) of the labor collective, which determines the option for obtaining benefits by employees in accordance with the requirements of the State Privatization Program. The Commission develops and puts to the vote proposals on options for obtaining benefits.

11. The Commission develops a privatization plan using the Model Privatization Plan approved by the Government of the Russian Federation and coordinates it with the labor collective.

13. The Commission develops the charter of the joint-stock company in accordance with the Model Charter ().

14. Before October 1, 1992, the commission submits to the committee the following documents: a privatization plan, a property valuation act, a charter of a joint-stock company (hereinafter referred to as documents).

15. The commission, represented by the chairman, has the right to oblige the administration of the enterprise to prepare and submit to the commission the data of accounting and statistical accounting and reporting, other information necessary for the preparation of documents within the time limits established by it.

17. The Commission has the right to involve experts, auditing, consulting and other organizations in its work.

18. From the moment of creation of the commission and until the moment of registration of the joint-stock company, dismissal and transfer to another job of employees and officials of the administration of enterprises (associations), divisions that are members of the commission are not carried out, except for cases of dismissal of their own free will.

19. The Commission is responsible for the correct preparation of documents submitted to the committee and the accuracy of the data used by it.

20. The commission is considered liquidated after the completion of the privatization of the enterprise (association).

Section IV.

The open joint stock company "" (hereinafter referred to as the "Company") was established in accordance with the Decree of the President of the Russian Federation "On organizational measures for the transformation of state enterprises, voluntary associations of state enterprises into joint stock companies" dated July 1, 1992 No. 721.

Article 1. Name and location of the company

1.1. The full official name of the Company is ""

Abbreviated name of the Company -

Article 2. Legal status of a company

2.1 The Company is a legal entity. The rights and obligations of a legal entity shall be acquired by the Company from the date of its registration. The company has a seal with its name, brand name (symbols), settlement and other accounts in rubles and foreign currency in banking institutions.

2.2 The founder of the Society is (the Committee that approved its Charter).

2.3 The Company is liable for its obligations only to the extent of its property. Shareholders bear losses within the limits of their contribution (package of shares belonging to them).

The Company is not liable for the property obligations of the shareholders.

2.4. The Company is the legal successor of __________________________________________

______________________________________________________________________________

(name of state or municipal enterprise)

in a relationship___________________________________________________________________

(To be filled in in cases where the limits of succession are established by the committee in accordance with the Regulations on the commercialization of state-owned enterprises with simultaneous transformation into open joint-stock companies.)

Article 3

3.1. The main goal of the Company is to make a profit.

3.2. The main activities of the joint-stock company are: (Specific activities are indicated)

3.3. The Company carries out any types of economic activity, with the exception of those prohibited by the legislative acts of the Russian Federation, in accordance with the purpose of its activity.

Article 4. Authorized capital

4.1 The authorized capital of the company is rubles.

4.2 Within thirty (30) days after registration, the Company: - issues the following types of shares of the same par value:

1) Type A preferred shares (number); (issued only if the team chooses option 1 for providing benefits).

2) Type B preference shares (number); (issued on account of the share of the authorized capital, the holder of which is the property fund).

3) Ordinary shares (number);

4) "Golden share" - 1 (one).

(It is included in the charters of enterprises, the privatization of which, in accordance with paragraph 3 of Article 3 of the Law of the Russian Federation "" is permitted only by decision of the Government of the Russian Federation or the State Committee of the Russian Federation for State Property Management, if such a decision is made by the indicated bodies.)

The par value of a share is RUR.

Maintains the register of shareholders with the obligatory inclusion of the following data in it: the number and type of shares, the date of acquisition, the name (name) and location (residence) of the shareholder, the purchase price of shares.

Type A preferred shares are issued within the limits of 25% of the authorized capital exclusively for subsequent free transfer to employees of the enterprise who receive benefits under option 1 during corporatization in accordance with the State Program for the Privatization of State and Municipal Enterprises for 1992.

4.3 At the written request of a shareholder, he is issued an extract from the register of shareholders, certified by the seal of the Joint Stock Company. A joint-stock company is obliged to keep a journal of extracts from the register. The journal must be numbered, laced and sealed with the seal of the Joint Stock Company. Each shareholder has the right to make sure that he is entered in the register of shareholders, and the holder of the register of shareholders is obliged to present to the shareholder a record of his entry in the register.

During the period when 25 or more percent of the authorized capital of the Company is in state or municipal ownership, these shares can only be sold to persons recognized as buyers in accordance with Article 9 of the Law of the Russian Federation " Privatization of state and municipal enterprises in the Russian Federation".

Transactions made in violation of this requirement are recognized as invalid.

The acquired shares may be on the balance sheet of the Company for no more than one year. The distribution of profits, as well as the voting and determination of the quorum at the meeting of shareholders, take place without taking into account the specified shares.

Shares not sold within this period are subject to cancellation with a corresponding reduction in the authorized capital of the Company.

Article 5. Rights and obligations of shareholders

5.1. Each holder of type A and B preference shares, as well as ordinary shares, has the right to attend meetings of shareholders personally or through representatives and submit proposals for consideration in accordance with this Charter.

5.2. Each holder of type A and B preference shares, as well as ordinary shares, has the right to sell his shares without the consent of other shareholders.

5.3. Rights of the holder of preferred shares of type A:

Holders of type A preference shares are entitled to an annual fixed dividend. The total amount paid as a dividend on each Type A preference share is set at 10% of the Joint Stock Company's net profit based on the results of the last financial year, divided by the number of shares that make up 25% of the company's charter capital. Moreover, if the amount of dividends paid by the Joint Stock Company on each ordinary share in a given year exceeds the amount payable as dividend on each Type A preference share, the dividend payable on the latter shall be increased to the amount payable on ordinary shares.

Dividends shall be paid by the holder of type A preference shares annually not later than May 1 and additionally on the date of payment of dividends on ordinary shares in the event that, in accordance with this paragraph, the amount of the dividend on type A preference shares must be increased to the amount of the dividend paid on ordinary shares. Dividends are paid to holders of Type A preference shares that have been entered into the register of shareholders no later than thirty days before the announcement of the amount of the dividend by the Board of Directors. The holders of type A preference shares shall not have the right to vote at the meeting of shareholders, except in cases where the adoption of amendments or additions to these Articles of Association presupposes the reorganization or liquidation of the Company, a change in the size of the dividend on type A preference shares, or the issue of preference shares, the owners of which are granted wider rights than those provided for by these Articles of Association for owners type A preferred shares. In this case, the decision must be approved by the holders of two-thirds of the type A preferred shares.

5.4. Rights of holders of type B preferred shares: Holders of type B preferred shares are entitled to an annual fixed dividend. The total amount paid as a dividend for each type B preferred share is set at 5% of the Joint Stock Company's net profit for the last financial year, divided by the number of shares, which is 25%. authorized capital of the company. At the same time, if the amount of dividends paid by the Joint Stock Company on each ordinary share in a certain year exceeds the amount payable as dividends on each type B preference share, the amount of the dividend paid on the latter must be increased to the amount of the dividend paid on ordinary shares.

Dividends shall be paid to holders of type B preference shares annually no later than May 1 and additionally on the date of payment of dividends on ordinary shares in the event that, in accordance with this paragraph, the amount of the dividend on type B preference shares must be increased to the amount of the dividend paid on ordinary shares. Dividends are paid to holders of type B preference shares that were entered into the share register no later than thirty days before the announcement of the amount of the dividend by the Board of Directors.

Type B preference shares are held exclusively by the property fund. Type B preference shares are automatically converted into ordinary shares (whereby one preference share is exchanged for one ordinary) at the time of their sale by the property fund in the course of privatization.

The Property Fund, as a holder of type B preference shares, does not have the right to vote at the shareholders' meeting.

5.5 During the period when the Joint Stock Company has type B preference shares, the Company shall not have the right to:

Pay dividends on ordinary shares in a form other than cash;

Acquire shares issued by them.

5.6 The Company is not entitled to pay dividends on preferred shares of type A or type B except in the manner prescribed by these Articles of Association.

5.7 The company is not entitled to pay dividends on ordinary shares before payment on preferred shares of type A and B.

5.8 Each ordinary share gives its holder one vote at the shareholders' meeting.

5.9 In the event of liquidation of the Company, the property of the Company remaining after satisfaction of creditors' claims is used to make payments in the following order:

available but unpaid dividends on type A preferred shares are paid; holders of type A preference shares are paid the par value of their shares;

the remaining property is distributed among the holders of type A preferred shares, type B preferred shares and ordinary shares in proportion to the share of their shares in the total number of shares issued by the Joint Stock Company, taking into account the previously paid nominal value of type A shares.

5.10. "Golden share" gives its owner all the rights provided for the owners of ordinary shares, as well as the right to "veto" when the meeting of shareholders makes decisions on issues provided for in parts 1, 9, 10, 11 and 12 of paragraph 6.3 of this Charter. This right is granted to her to the owner for a period of ________ from the date of registration of the Company. (up to 3 years) (Included in the charters of enterprises whose privatization in accordance with paragraph 3 of Article 3 of the Law of the Russian Federation " Privatization of state and municipal enterprises in the Russian Federation"permitted only by the decision of the Government of the Russian Federation or the State Committee of the Russian Federation for State Property Management, if such a decision is made by the said bodies.)

Decisions on the above issues, adopted by the meeting of shareholders in the absence of the owner of the "Golden Share" or his representative, are recognized as invalid.

The use of the "veto" right by the owner of the "Golden Share" entails the suspension of the relevant decision for a period of up to six months and its submission for consideration by the body (including a government body or court) determined by the owner of the "Golden Share" in the manner prescribed by the constituent documents of the Company. (The constituent documents of the Company, created in the course of the transformation of a state or municipal enterprise, include its Charter and the Privatization Plan.)

Article 6. Meeting of shareholders

6.1 The supreme management body of the Company is the meeting of shareholders.

Once a year, the Company holds an annual meeting of shareholders.

In addition to the annual meeting, extraordinary meetings may be convened.

Extraordinary meetings of shareholders may be convened by the General Director to consider any matters. The General Director shall convene an extraordinary meeting at the written request of the majority of members of the Board of Directors or shareholders owning in the aggregate at least ten percent (10%) of the ordinary shares of the Company. The request must state the purpose of the meeting.

Written notice of convening a meeting and its agenda must be sent to each shareholder no later than 30 days before the date of its holding by registered mail to the address indicated in the register of shareholders.

By decision of the meeting, notification may be carried out by publishing an appropriate announcement and information in the agenda in a certain newspaper. The agenda cannot be changed after notification.

Actions of the Company's officials that violate paragraph 6.3 of these Articles of Association lead to their being held accountable.

Members of the Board of Directors and members of the Management Board are liable for damage caused as a result of violation of the provisions of this article along with bringing them to criminal and other liability in accordance with the current legislation of the Russian Federation.

7.7 Members of the Board of Directors and members of the Management Board are obliged to carry out their official duties in good faith and in a manner that they consider to be the best in the interests of the Joint Stock Company.

7.8 Members of the Board of Directors and members of the Management Board shall be liable to the Company for damage caused to it as a result of:

Failure by them to perform their functions defined by this Charter;

Careless performance by them of their functions defined by this Charter.

7.9 Members of the Board of Directors and members of the Management Board who violate the obligations set forth in paragraphs , , of these Articles of Association shall be liable in the amount of compensation for damage in full, caused to the Company as a result of violation of the above obligations by a member of the Board of Directors or a member of the Management Board, including lost profits of the Company in the amount of its full and fair market cost.

Article 8. Meeting of the Board of Directors

8.1 The Board of Directors includes: the General Director of the Company (or his representative), a representative of the property fund (committee) or trustee, a representative of the labor collective and a representative of the local Council of People's Deputies (at the location or registration of the enterprise).

The General Director of the Company (his representative) has two votes, all other members of the Board of Directors - one vote each.

8.2 Meetings of the Board of Directors are held as needed, but at least once a month. One of the meetings of the Council (annual meeting) is held no later than three (3) months after the end of the financial year in order to consider the draft annual balance sheet of the Company, the profit and loss account and the auditor's report. The Chairman of the Board convenes the annual meeting and prepares the agenda. At the annual meeting, the chairman provides the Board with full current financial information, as well as a full report on the current state of affairs, on the main results and plans of the Society.

Extraordinary meetings of the Board of Directors may be convened by any two members of the Board of Directors.

8.3 Notice of a meeting of the Board of Directors shall be sent to each member of the Board of Directors in writing in accordance with the procedure established by the Board of Directors. The notice shall include the agenda of the meeting. All necessary documents related to the agenda shall be attached to the notification. At the meeting of the Board of Directors, issues not specified in the notice may not be considered. If necessary, any meeting of the Board of Directors may be postponed with the consent of all members of the Board present.

8.4 All decisions of the Board of Directors are taken by a simple majority vote of its members, unless otherwise provided by the legislation of the Russian Federation.

8.5 The agenda of the meeting includes issues proposed for consideration by shareholders owning in the aggregate at least 5% of ordinary shares, members of the Board of Directors, the Audit Commission, and the General Director.

8.6 Minutes of all meetings of the Board of Directors are kept in accordance with the procedure established by it. Minutes of the meetings must be available for review to any shareholder, member of the Board of Directors, or his representative at the legal address of the Company or other place determined by the Board. All minutes must be signed by the Chairman and Secretary of the meeting.

Article 9. Competence of the Board of Directors

9.1 The Board of Directors has the right to make decisions on all issues of the Company's activities and its internal affairs, with the exception of issues related to the exclusive competence of the meeting of shareholders.

9.2 The Board of Directors does not have the right to delegate its powers to other persons or bodies, unless otherwise expressly provided by the legislative acts of the Russian Federation and these Articles of Association.

9.3 The Board of Directors has the following powers and is obliged to make decisions in accordance with them:

Recommend to shareholders the amount, conditions and procedure for increasing or decreasing the size of the authorized capital and certify in writing that the increase in the authorized capital is equal to the fair market value of the corresponding contribution to the authorized capital of the Company;

Approve the Regulations on the Management Board of the Joint Stock Company presented by the General Director;

Adopt normative documents regulating relations within the Company;

Adopt the rules and regulations for the meetings of the Council;

the Joint Stock Company acts, and the other party is any shareholder owning a block of shares amounting to at least 5% of the authorized capital, a member of the Board of Directors, a member of the Management Board or an official of the Company;

In agreement with the General Director, appoint, dismiss officials of the Management Board of the Company;

Determine the presentation of all accounts, reports, statements, profit and loss systems, including rules relating to depreciation;

determine policies and make decisions regarding obtaining loans, loans, credits, guarantees;

To take, upon the proposal of the Management Board, decisions on the implementation by the Company of capital investments, the amount of which exceeds ten percent (10%) of the annual turnover of the Company in the previous year;

(During the first year of the Company's activity, the initial turnover is the state enterprise, the legal successor of which is the Company.)

Approve the conclusion of transactions with the Company's assets, the amount of which exceeds twenty percent (20%) of the Company's quarterly turnover in the previous quarter, in the manner prescribed by the meeting of shareholders.

(During the first quarter of the Company's activity, the starting point is the turnover of the state enterprise, the legal successor of which is the Company.)

Article 10. General Director and Management Board

10.1 The General Director carries out operational management of the Company's activities and is vested in accordance with the legislation of the Russian Federation with all the necessary powers to perform this task. The General Director carries out his activities in strict accordance with the current legislation and this Charter.

10.2. The Management Board is the executive body of the Company and acts on the basis of a regulation approved by the Board of Directors.

10.3. At meetings of the Board of Directors and meetings of shareholders, the point of view of the Management Board is represented by the General Director.

10.4. The General Director has the right to act on behalf of the Company without a power of attorney.

11.1. The balance sheet, profit and loss account of the Company is carried out in rubles.

11.2. The first financial year of the Company starts from the date of its registration and ends on December 31 of the current year. Subsequent financial years correspond to calendar years.

11.3. The balance sheet, profit and loss account, as well as other financial documents for the report are drawn up in accordance with applicable law.

11.4. Complete documentation is maintained at the location of the Company, including:

Constituent documents of the Company, as well as regulatory documents regulating relations within the company, with subsequent changes and additions;

All accounting documents necessary for carrying out the Company's own audits, as well as audits by the relevant state bodies in accordance with the current legislation;

Minutes of meetings, meetings of shareholders, the Board of Directors and the Audit Commission;

List of persons having a power of attorney to represent the Company;

List of all members of the Board of Directors and officials of the administration of the Company.

These documents must be available for familiarization to shareholders and their authorized representatives at any time during the working day. Shareholders and their representatives have the right to make copies of the said documents, except for those relating to the commercial secret of the Company.

Article 12

12.1 The Audit Commission consists of at least three (3) persons elected by the owners of more than fifty percent (50%) of the Company's ordinary shares. The Audit Commission makes decisions by a majority vote of its members. At the request of the Board of Directors, members of the Audit Commission may attend its meetings.

12.2 The Audit Commission shall submit to the Board of Directors no later than ten days before the annual meeting of shareholders a report on the results of the annual audit in accordance with the rules and procedure for maintaining financial reporting and accounting established in accordance with the provisions of this Charter.

Unscheduled audits are carried out by the Audit Commission at the written request of the owners of at least ten percent (10%) of the Company's ordinary shares or the majority of members of the Board of Directors. The Company's employees must promptly provide the Audit Commission with all necessary information and documents.

Article 13. Liquidation and reorganization of the Company

13.1 The Company may be liquidated in the following cases:

By decision of the general meeting of shareholders;

By a court decision in accordance with the legislation of the Russian Federation;

By decision of the property fund (committee) in accordance with Article 6.5 of this Charter.

13.2 In the event of liquidation of the Company, except in the event of liquidation by a court decision, the Board of Directors creates a liquidation commission, determines the procedure and terms for the liquidation, sets a time limit for submitting claims for creditors, which cannot be less than two and more than three months from the moment the liquidation is announced.

13.3 The liquidation committee conducts the liquidation, draws up the liquidation balance sheet and submits it to the Board of Directors. From the moment of its appointment, the liquidation commission assumes the functions of the Board of Directors, the Management Board and the General Director. From that moment on, she is the only authorized representative of the joint-stock company on all issues related to its activities. At the time of its creation, the commission undertakes the following actions: it publishes in the official press at the location of the enterprise a publication on its liquidation and on the procedure and deadline for filing claims by creditors. The commission must ensure the first publication of the press no later than one week after its creation and repeat this publication no earlier than fourteen and no later than forty days. The liquidation commission organizes work to collect the receivables of the enterprise and identify claims of creditors.

13.4 The property of the Company is sold by the liquidation commission at auction. The proceeds from such sale are used to meet the requirements of creditors. The remaining assets are distributed among the shareholders in the manner prescribed by this Decree.

13.5 If the Company's funds are insufficient to satisfy all obligations to creditors, the Company's funds shall be distributed among the creditors in the respective queue in proportion to the amount of creditors' claims in this queue, determined in accordance with the current legislation.

13.6 The Company is considered liquidated from the moment of making the relevant entry in the State Register.

13.7 If the property fund (committee) decides to split the Company, a part of the assets of the Joint Stock Company is transferred as contributions to the authorized capital of newly created open joint stock companies in exchange for its shares or other measures not prohibited by the current legislation are taken to reorganize the Joint Stock Company.

13.8 The measures for reorganization provided for in paragraph must be carried out within thirty (30) days after the decision to reorganize in accordance with these Articles.

13.9 The conditions and procedure for reorganization and liquidation not provided for by these Articles of Association are governed by the current legislation.

Annex 1. Temporary Regulations on Holding Companies Established in the Transformation of State Enterprises into Joint Stock Companies Annex 2. Amendments to the Model Charter of an Open Joint Stock Company Established by the State Committee of the Russian Federation for State Property Management, the Committee for Property Management of a Republic within the Russian Federation, a Territory , region, autonomous region, autonomous district, districts (except districts in cities) and cities (except cities of district subordination), approved by Decree of the President of the Russian Federation of July 1, 1992 N 721 "On organizational measures to transform state enterprises, voluntary associations of state enterprises into joint-stock companies" (repealed)

Decree of the President of the Russian Federation of November 16, 1992 N 1392
"On measures for the implementation of industrial policy during privatization
state enterprises"

With changes and additions from:

In order to streamline the processes of structural adjustment in industry, to ensure the protection national interests during the period of large-scale privatization, the creation of integrated production and technological complexes during the privatization of large state-owned enterprises and the transformation of voluntary associations of enterprises that form the basis of the industrial potential of the Russian Federation, I decide:

7. Approve the Temporary Regulations on holding companies created during the transformation of state enterprises into joint-stock companies (Appendix N 1).

Establish that the said Temporary Regulation is valid until the approval of the regulation on holding companies by the Supreme Soviet of the Russian Federation.