III. RIGHTS and RESPONSIBILITIES of the PARTICIPANTS of COMPANY

 Article 11. The rights of the Participants of Company

The participants have the right:

a) To participate in business management of Company immediately or through organs, formed by them: general meeting of the participants, management, auditing commission in the order established by the constituent documents of Company and the Federal law;

b) To select and to be elected in organs of management and monitoring of Company;

c) To transmit the authorities in general meeting of the participants of Company to the representatives(representative);

d) To receive an information about activity of Company, to be acquainted from it by the account books and other documentation in the order established by the Charter of Company;

e) To require realization of check of financial activity of Company by an auditing commission (auditor), and is equal of auditor check (external audit) to the annual financial reporting of Company;

f) To participate in distribution of the profit;

g) To receive in case of liquidation of Company a part of the property which has stayed after account with the creditors, or it cost (liqudating share);

h) To sell, to transmit by right of succession or by way of assignment, and equally otherwise to concede inherings to them shares of the authorized capital or part of a share to one or several participants of Company, or third faces. On fulfilment of such bargain the consent of other participants of Company, difiniendum by a voting by simple majority is required. The amount of voices for want of voting is determined in percent of sharing in the authorised capital;

i) At any time to leave from Company irrespective of the consent of other participants;

j) To use the right of priority of purchasing of a share or part of a share, which are alienated by other participants;

k) To appeal in the judicial order of an operation (inaction) of other participants, and is equal solutions of organs of Company, which limit or infringe of its right established by the legislation of Russian Federation, Charter and Constituent Agreement of Company;

l) The participants of Company, which shares in aggregate make not less, than 10 (ten) percents of the authorized capital of Company, have the right to require in the judicial order of an elemination from Company of the participant, which roughly infringes the responsibilities or operations (inaction) does impossible activity of Company or essentially it hinders;

m) To put in pawn a share, belonging to them, (part of a share) in the authorized capital of Company to other participant of Company or third face with the consent of Company on a solution of general meeting of the participants of Company accepted by majority of voices of all participants of Company. Voices of the participant of Company, which is going to put in pawn the share (part of a share), for want of definition(determination) of outcomes of a voting are not taken into account.

Article 12. Realization of the rights by the participants. The order and conditions of transition or cedation of a share(!long) in the authorized capital of Company.

1. The participant participates in business management of Company immediately or through organs of Company: general meeting of the participants, management, auditing commission.

2. The participant has the right to select and to be elected on a post of the chairman of general meeting of the participants of Company and General director of Company, member of an auditing commission (auditor).

3. In case of impossibility of personal presence of the participant on meetings of general meeting of the participants of Company, and is equal of personal sharing in voting the participant has the right to transmit the authorities to the representative, quoted by him(it).

The representative of the participant on general meeting of the participants of Company acts in the correspondence with authorities based on the instructions of the Federal laws, sertificates(acts) of the State organs, authorized to that, organs of a local government or power of attorney composed in writing in the correspondence with civil procedure law of Russian Federation.

The power of attorney on a voting should contain informations about represented and representative (name, residence, nameplate data of the natural persons or name, place of a determination, datas on registration of the legal persons). The power of attorney on a voting should be made out in the correspondence with requests of items 4 and 5 articles 185 of a part of the first Civil code of Russian Federation or is certified notarially.

4. The participant has the right with the purposes of a realization of monitoring behind activity of management of Company to require granting by the General director, members of management of Company, main accountant of Company of accounting and other documentation, to receive an information about activity of Company.

5. Because of of obtained information the participant has the right to require realization of check of financial activity of Company by an auditing commission (auditor).

For check and validation of the annual financial reporting of Company the participant has the right to require engaging the professional auditor who was not connected by property interests with Company or the participants (external audit). The solution about realization of external audit is accepted by general meeting of the participants of Company.

6. The distribution of the profit of Company is made after performance by it of the financial obligations and realization of deductions on shaping and supplement of funds of Company - in the order established by a solution of general meeting of the participants of Company.

On a solution of general meeting of the participants of Company the profit can be distributed as follows:

a) Is paid to the participants in the money form proportionally to their shares in the authorised capital;

b) Capitalized for further use in interests of the participants or in the correspondence with needs of Company;

c) Is used by a different way, difiniendum by general meeting of the participants of Company.

Term of a realization of payments to the participants of a part, belonging to them, of the distributed profit of Company can not be more than 3 months from the moment of the assertion of a solution about distribution of the profit.

7. For want of liquidations of Company the participants have the right to deriving of a part of the property which has stayed after accounts with the creditors, or it to cost is proportional to sizes of inherings by it by a share (liqudating share). The solution about distribution of property is accepted by a liqudating commission and affirms by general meeting of the participants.

8. The participant has the right to sell, to transmit by right of succession or by way of assignment, and equally otherwise to concede the share in the authorized capital or it a part to one or several participants, and also third faces.

The participants of Company use the right of priority of purchasing of a share (part of a share) participant of Company at the price of the offer to the third face - proportionally to sizes of the shares. The company has the right of priority to purchase of a share (part of a share), sold it by the participant, if other participants of Company did not use the right of priority of purchasing of a share (part of a share).

The participant of Companies going to sell the share (a part of a share) to the third face, is obliged in writing to inform(notify) on it the remaining participants of Company or Company with the instruction of the price and other conditions of its sale. The notices are directed to the participants through Company. In case the participants of Company or Company will not take advantage of the right of priority of purchasing of all share (all part of a share), offered for sale, and also will express the consent with sale of a share (part of a share) to the third face, during 10 of days from the date of decisionmaking a share (the part of a share) can be sold to the third face to the price and on conditions informed to Company and it to the participants.

The sale of a share (part of a share) with violation of the right of priority of purchasing by the participants of Company or Company is not supposed, the bargain is considered void. The sale of a share (part of a share) third person is supposed on a solution of general meeting of the participants of Company accepted by a voting by simple majority, for want of it for want of voting all voices of the participants expressed in percentage sharing in the authorized capital, including voice selling the share (part of a share) participant (participants) are taken into account.

The concession (sale) of a share (part of a share) in the authorized capital of Company should be accomplished in the simple written form as the Agreements of transfer and Appendix. The non-observance of the simple written form of the bargain on concession (sale) of a share (part of a share) in the authorized capital of Company attracts it nullity.

The agreement of transfer (concession, sale) is certified by round stamp of Company and signature of the General director. Appendix to the Agreement is the Protocol of general meeting of the participants of Company confirming deriving of the consent on concession (sale) of a share (part of a share). The purchaser of a share (part of a share) in the authorized capital of Company realizes the rights and bears the responsibilities of the participant of Company from the moment of registration of the Agreement of transfer and Appendix.

To the purchaser of a share (the parts of a share) in the authorized capital of Company pass all rights and responsibilities of the participant of the Companies which have arisen up to concession of an indicated share (of a part of a share), behind an elemination of the additional rights and additional responsibilities given the participant of Company in the correspondence with the present Charter and on a solution of general meeting of Company. The participant of Company, conceded the share (part of a share) in the authorized capital of Company, bears before Company the responsibility on entering the contribution into the property which has arisen up to concession of an indicated share (of a part of a share), is solidary from it by the purchaser.

The share of the participant can be alienated before full its payment only in that part, in which it is already paid.

9. The participant has the right at any time to leave from Company irrespective of the consent other it of the participants or Company.

In case of an output(exit) of the participant from Company it the share passes to Company from the moment of submission of the application about withdrawal from Company. For want of it the Company is obliged to pay to the participant of the Company which has submitted the application on withdrawal from of Company, valid cost it of a share, defined because of of datas of the accounting reporting of Company for one year, during which the application on withdrawal from Company was sent, or with the consent of the participant of Company to issue to it(him) in a nature property of same cost, and in case of partial payment of its contribution in the Charter capital of Company valid cost of a part it of a share, proportional paid part of the contribution.

The company is obliged to pay to the participant of the Company which has submitted the application on withdrawal from of Company, valid cost it of a share or to issue to it(him) in a nature property of same cost during six months from the moment of termination(ending) a fiscal year, during which the application on withdrawal from Company is sent.

Valid cost of a share of the participant of Company is paid at the expense of a difference between cost of pure assets of Company and size of the authorized capital of Company. In case if it is not enough of such difference for payment to the participant of the Company which has submitted the application on withdrawal from of Company, valid cost it of a share, the Company is obliged to reduce the authorized capital by the missing sum.

The output(exit) of the participant of Company from Company does not release it of the responsibility before Company on entering the contribution into property of Company arisen up to submission of the application about withdrawal from Company.

10. The share of the participant of Company, which for want of establishment of Company has not introduced the contribution in the Charter capital of Company in a full size, passes to Company. For want of it the Company is obliged to pay to the participant of Company valid cost of a part it of a share, proportional part, introduced by him,(it,) of the contribution (term, during which the property was in use of Company), or with the consent of the participant of Company to issue to it(him) in a nature property of same cost. Valid cost of a part of a share is determined because of of datas of the accounting reporting of Company for the last accounting period preceding to a day of expiry of the term of entering of the contribution.

The company is obliged to pay valid cost of a share (part of a share) or to issue in a nature property of same cost within one year from the moment of transition to Company of a share (part of a share). Valid cost of a share (part of a share) is paid at the expense of a difference between cost of pure assets of Company and size of its authorized capital. In case it is not enough of such difference, the Company is obliged to reduce the authorized capital by the missing sum.

11. The share of the participant of Company eliminated from Company, passes to Company. For want of it the Company is obliged to pay to the eliminated participant of Company valid cost it of a share, which is determined on datas of the accounting reporting of Company for the last accounting period preceding to date of the introduction into a legal force of a solution of court about an elemination, or with the consent of the eliminated participant of Company to issue to it(him) in a nature property of same cost.

12. The participant has the right in the judicial order to appeal against operations (inaction) of the participants, solution of general meeting of the participants and management of Companies bounding or infringing it of the valid rights and interests, to claim reimbursement of the losses, caused to it(him). The order of the appeal is installed by the current legislation of Russian Federation.

Article 13. The responsibilities of the participants of Company

The participants are obliged:

a) To introduce the contributions in the Charter (authorised) capital in the order, sizes, methods and to terms, which are stipulated by the Charter and Constituent Agreement of Company;

b) To not disclose a confidential information about activity of Company;

c) In time to inform other participants on impossibility of personal sharing in general meeting of the participants of Company and to realize operations, stipulated By the Charter, as required of representatives(representative) or sharing(participation) in a correspondence voting;

d) To notify on an intention to concede inherings to them shares or part of a shareof other participants;

e) In time to notify general meeting of the participants of Company on failure in realization by them of the right of priority of purchasing of shares, alienated by other participants;

f) Honesty to execute the taken up obligations in relation to Company;

g) To observe positions of the Charter and Constituent Agreement of Company.

 

Article 14. Performance(fulfillment) of the responsibilities by the participants

1. For want of magnification of the authorized capital the participant is obliged to introduce the contribution to payment of cost of a share, belonging to it,(him,) in the order, terms and method, difiniendums by a solution of general meeting of the participants.

For want of violation the participant of the order and terms of entering of the contribution on the sum which is were payable, charges percents for each calendar day of delay of entering of the contribution at the rate of 30 annual interest rates.

The participant can not be free of the responsibility of entering of the contribution in the authorised capital, including by offset it of requests to Company.

2. The participant is obliged to not disclose a confidential information about activity of Company, as that: informations about the bargains concluded by Company, about sizes of the authorized capital and distribution of a share, about sharing(participation) of Company in the capital of other legal persons, - other information component trade secret.

In the correspondence with the legislation of Russian Federation the participants are obliged to grant any information about activity of Company to public authorities and organs of a local government.

3. The participant is obliged to inform(notify) other participants on impossibility of personal sharing(participation) in general meeting of the participants of Company and about transfer of authorities to the representative in time not later of 7 calendar days before date of realization of general meeting of the Participants of Company.

4. The participant is obliged to inform in writing other participants on an intention of alienation of a share, belonging to it,(him,) (its part) authorized capital in time not later than 20 calendar days prior to prospective date of alienation.

5. In default of participant from realization it(he) is obliged by them of the right of priority of purchasing of a share (its part) authorized capital alienated by other participant, during one month after deriving the notice about prospective alienation of a share (its part) to notify on failure(refusal) general meeting of the participants of Company.

6. The participant is obliged honesty and reasonablly to execute the taken up obligations in relation to Company and to observe positions of the present Charter and Constituent agreement of Company.

 

Article 15. The responsibility of the participants for default of the taken up obligations in relation to Company.

The participants of Company, which shares in aggregate make not less, than ten percents of the authorized capital of Company, have the right to require in the judicial order of an elemination from Company of the participant, which roughly infringes the responsibilities, or operations does impossible activity of Company or essentially it hinders.

In case of an elemination of the participant it the share passes in full volume in the property of Company, and the contribution introduced in payment of a part of a share, is not subject to return to the participant.

The company is obliged to realize a share of the eliminated participant to other participants or third faces, in the correspondence with positions of the present Charter, or to reduce the Charter capital by cost of a share within one year after transition of a share of the eliminated participant in the property of Company. For want of diminution of the authorized capital it the size can not be of a less minimum size established by the legislation of Russian Federation.

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