The company acquires the civil rights and bears the civil responsibilities through the organs: general meeting of the participants and General director.

1. The supreme body of Company is the general meeting of the participants hereinafter "Convention", which consists of the participants or representatives, appointed as them. The convention is headed by the Chairman elected on general meeting of the participants in the correspondence with the Positions p.37 item 5 of the Federal Law " About Limited companies " and an Item of 21 present Charters.

2. The solutions of the convention are accepted on it meetings by a way personal sharing or correspondence voting, for want of which realizations the participants have an amount of voices, proportional size of inherings by him(it) by a share.

The company is obliged annually to conduct the next general meeting in time not later than 3 months after ending a fiscal year, which is convoked by the General director of Company. On this convention except for other problems the annual outcomes of activity of Company should affirm.

1. The extraordinary Convention is convoked by the chairman of the Convention in cases, if it is required with interests of Company as a whole, either on demand of the participants, or on presentation of the General Director.

2. The extraordinary general meeting of the participants of Company is convoked by the General Director of Company till it to the initiative, on demand of the auditor, and also participants of Company having in aggregate not less than one tenth from a total number of voices of the participants of Company.

The general director of Company is obliged within five days from the date of deriving a request about realization of extraordinary general meeting of the participants of Company to consider the given request and to accept a solution about realization of extraordinary general meeting of the participants of Company or about failure in it of realization. The solution about failure in realization of extraordinary general meeting of the participants of Company can be accepted by the General director of Company only in case:

- If not the established order of presentation of a request about realization of extraordinary general meeting of the participants of Company is observed;

- If any from problems offered for inclusion in the agenda of extraordinary general meeting of the participants of Company, does not concern to it of the competence or does not conform the requirements of the Federal laws.

If one or several problems offered for inclusion in the agenda of the extraordinary convention of the participants of Company, does not concern to the competence of general meeting of the participants of Company or do not conform the requirements of the Federal laws, the datas problems are not included in the agenda.

The general director of Company has no right to make modifications to statements of problems offered for inclusion in the agenda of the extraordinary convention of the participants of Company, and also to change the offered form of realization of extraordinary general meeting of the participants of Company.

Alongside with problems offered for inclusion in the agenda of extraordinary general meeting of the participants of Company, the General director of Company under the own initiative has the right to include in it additional problems.

3. In case of decisionmaking about realization of extraordinary general meeting of the participants of Company the indicated general meeting should be conducted not later than 45 days from the date of deriving a request about it of realization.

4. In case if during the term, established by the present Charter, the solution about realization of extraordinary general meeting of the participants of Company is not accepted or the solution about failure in it of realization is accepted, the extraordinary general meeting of the participants of Company can be called by organs or faces requiring its realization.

In this case General director of Company is obliged to grant the indicated organs or faces the list of the participants of Company with their addresses.

The costs for preparation, convocation and realization of such general meeting can be reimbursed on a solution of general meeting of the participants of Company at the expense of means of Company.

2. In the advice should be indicated time and place of realization of general meeting of the participants of Company, and also offered agenda.

Any participant of Company has the right to introduce the offers on inclusion to the agenda of general meeting of the participants of Company of additional problems not later than 15 days before its realization.

Additional problems, behind an elemination of problems, which do not concern to the competence of general meeting of the participants of Company or do not conform the requirements of the Federal laws, are included in the agenda of general meeting of the participants of Company.

The organ or faces, from whom the initiative on convocation of the convention proceeds (general meeting of the participants of Company), has no right to make modifications to statements of additional problems offered for inclusion in the agenda of general meeting of the participants of Company.

In case if under the offer of the participants of Company in the initial agenda of general meeting of the participants of Company are made modifications, organ or faces, initiating general meeting of the participants of Company, are obliged not later than 10 days before its realization to notify all participants of Company on the modifications, introduced in the agenda, by a method indicated in item 1 of the present article.

3. To an information and materials which are being a subject to granting to the participants of Company for want of to preparation of general meeting of the participants of Company, the informations about the candidate (candidates) in actuators of Company, project of modifications and additions introduced into the constituent documents of Company, or projects of the constituent documents of Company in a new wording, projects of the internal documents of Company, and also other information (materials) stipulated by the present Charter concern the annual report of Company, auditor by results of check of the annual reports and annual balance sheets of Company.

Organ or the faces, initiating general meeting of the participants of Company, are obliged to direct them an information and materials together with the advice of realization of general meeting of the participants of Company, and in case of a modification of the agenda appropriate an information and the materials are directed together with the advice of such modification.

Indicated an information and the materials within 30 days before realization of general meeting of the participants of Company should be given to all participants of Company for an inspection in a location of the actuator of Company. The company is obliged on demand of the participant to grant it(him) copies of the indicated documents. The payment levied by Company for granting of datas of copies, can not exceed the costs of their manufacturing.

4. In case of violation established by the present article about convocation of general meeting of the participants of Company such general meeting is recognized competent, if all participants of Company participate in it.

2. Before discovery of general meeting of the participants of Company the registration of the arrived participants of Company is carried out.

The participants of Company have the right to participate in general meeting personally or through the representatives(representative). The representatives(representative) of the participants of Company should present the documents confirming them of authority. The power of attorney given to the representative(representative) of the participant of Company, should contain informations about the represented representative (name or name, residence or place of a determination, nameplate data), to be made out in the correspondence with requests of items 4 and 5 articles 185 of the Civil code of Russian Federation or is certified notarially.

The nonregistered participant of Company (representative) of the participant of Company) has no right to participate in a voting.

3. The general meeting of the participants of Company is opened in indicated in the advice of realization of general meeting of the participants of Company time or, if all participants of Company are already registered, earlier.

4. The general meeting of the participants of Company is opened by the General director of Company. The general meeting of the participants of Company called by the auditor or participants of Company, is opened by the auditor or one from the participants of the Company which has called the given general meeting.

5. The participant opening general meeting of the participants of Company, will organize realization of choices of Company, presiding from among the participants. For want of voting on a problem on election of general meeting, presiding each participant, of the participants of Company has one voice, and the solution on the indicated problem is accepted by majority of voices from a total number of voices of the participants of Company have the right to vote on the given general meeting.

6. The actuator of Company will organize management of the protocol of general meeting of the participants of Company.

The protocols of all general meetings of the participants of Company are filed in the book of the protocols, which should at any time be grantiven to any participant of Company for an inspection. On demand of the participants of Company they issue the statements from the book of the protocols certified as the actuator of Company.

7. The general meeting of the participants of Company has the right to accept solutions only on problems of the agenda informed participants of Company in the correspondence with items 1 and 2 articles 20 of the present Charter, behind an elemination of cases, if all participants of Company participate in the given general meeting.

The remaining solutions are accepted by majority of voices from a total number of voices of the participants of Company, if the necessity of the greater number of voices for want of acceptance of such solutions is not stipulated by the present Charter.

9. The solutions of general meeting of the participants of Company are accepted by an open voting.

1. The solution of general meeting of the participants of Company can be accepted without realization of the convention (joint presence of the participants of Company for discussion of problems of the agenda and decision making on problems delivered on a voting). Such voting can be conducted by exchange by the documents by means of mail, telegraphic, teletype, telephone, electronic facsimile or other communication(connection) ensuring truth of the transmitted and accepted messages and their documentary acknowledgement(confirmation).

2. For want of decisionmaking the general meeting of the participants of Company by realization of a correspondence voting (polling way) does not apply items 2, 3, 4, 5 and 7 articles 21 of the present Charter, and also position of items 1, 2 and 3 articles 20 of the present Charter in a part of terms, stipulated by them.

3. The order of realization of a correspondence voting is determined by the internal document of Company, which should provide compulsion of the message to all participants of Company of the offered agenda, access of all participants of Company prior to the beginning a voting with all necessary by an information and materials, possibility to introduce the offers on inclusion to the agenda of additional problems, compulsion of the message to all participants of Company prior to the beginning a voting of the changed agenda, and also termination date of a procedure of a voting.

a) Election of the Chairman of the Convention;

b) Modification of the Charter of Company, including modification of a size of the authorized capital of Company;

c) Modification in the Constituent agreement;

d) Formation of actuators of Company and advance termination(discontinuance) of their authorities, and also decisionmaking about transfer of authorities of the sole actuator of Company of commercial organization or individual businessman (further - manager), assertion of such manager and terms and conditions of his contract;

e) Definition of main directions of activity of Company, and also decisionmaking about sharing in associations and other associations of commercial organizations;

f) Assertion of the annual reports both balance sheets of Company and distribution of profits and losses of Company;

g) Decisionmaking about reorganization and liquidation of Company, purpose(assignment) of a liqudating commission, assertion of the transfer sertificate, separating or liqudating balance;

h) Decisionmaking about independent auditor check of financial activity of Company;

i) Assertion of a solution of a liqudating commission about distribution of property of Company, including about selection of liqudating shares of the participants;

j) Decisionmaking about the repayment of a share (part of a share) participant, its realization to other participants or third faces;

k) Creation of branches and representations, and also decisionmaking about participation of Company in the capital of other legal persons;

l) Decisionmaking about accommodation by Company of the bonds or other issuing valuable papers;

m) Decisionmaking about recognizing Company by inconsistent (bankrupt);

n) Assertion of the documents regulating internal activity of Company (of the internal documents of Company);

o) Other problems in the correspondence with positions of the present Charter and legislation of Russian Federation;

p) Decisionmaking about distribution of a net profit.

2. On problems of the competence of the Convention, which are indicated in the subitem "o" of the present article, the solutions are accepted for want of amount of voices of the participants and quorum established appropriate positions of the present Charter or legislation of Russian Federation.

3. The problems referred to the exclusive competence of the Convention, can not be transferred on a solution of other organs of management of Company.

1. The sole actuator of Company - General director - is selected by general meeting of the participants of Company on five years' term.

The sole actuator of Company can be elected as well not from among it of the participants.

The agreement between Company and face realizing functions of the sole actuator of Company, is signed on behalf of Company by a face presiding over general meeting of the participants of Company, on which the face realizing functions of the sole actuator of Company, or participant of Company authorized solution of general meeting of the participants of Company is elected.

2. As the sole actuator of Company the natural person, behind an elemination of case of transfer of authorities of the sole actuator of Company to the manager in the correspondence with the present Charter can act only.

3. Sole actuator of Company:

4. The order of activity of the sole actuator of Company and acceptance by him(it) of solutions is installed by the present Charter of Company, internal documents of Company, and also Agreement made between Company and a face, realizing functions of its sole actuator.

5. The convention has the right to accept a solution about the termination of authorities of the General director and cancellation about a Nim of the labour agreement.

In case if the General director is elected from among the participants, the cancellation about a Nim of the labour agreement does not attract its elemination from Company.

6. The overlapping by the General director of Company of posts in organs of management of other legal persons is supposed only with the consent of the Convention.

7. The general director has the right to assert the internal documents of Company, to issue the orders and to instruct, mandatory for performance by all workers of Company.

The general director will organize performance of solutions of the Convention, nominates the deputies, has the right to transmit a part of the authorities to the deputies or other faces only because of of powers of attorney given on behalf of Companies and which were made out in established current legislation of Russian Federation, the established by the current legislation,

8. For want of performance of the authorities the General director is accountable to the Convention. The general director has no right to accept solutions, mandatory for the participants.

9. The general director for want of realization of the rights and performance of the responsibilities should act in interests of Company, to realize the rights and to execute the responsibilities concerning Company honesty and reasonablly.

10. The general director bears responsibility before Company for the losses caused it by operations or an inaction, in the correspondence with the legislation of Russian Federation, positions of the present Charter and Constituent Agreement of Company.

The agreement with the manager is signed on behalf of Company by a face presiding over general meeting of the participants of Company, ratified the terms and conditions of contract with the manager, or participant of Company authorized solution of general meeting of the participants of Company.

1.The solution of general meeting of the participants of Company accepted with violation of requests of the present Charter, Federal law, other legal sertificates(acts) of Russian Federation, both infringing the rights and legal interests of the participant of Company, can be recognized by court void under the application of the participant of Company not accepting voting or voting against a challenged solution. Such application can be sent during two months since a day, when the participant of Company has learned or should learn about an accepted solution. The participant of Company participated in case if in general meeting of the participants of Company accepting a solution the indicated application can be sent during two months from the date of acceptance of such solution.

2. The court has the right with allowance for of all circumstances of business to keep in a force appealed a solution, if the voting of the participant of the Company which has submitted the application, could not affect outcomes of a voting the allowed violations are not essential and the solution has not entailed causing the losses to the given participant of Company.

3. The solution of the General director or manager accepted with violation of requests of the present Charter, Federal law, other legal sertificates(acts) of Russian Federation both infringing the rights and legal interests of the participant of Company, can be recognized by court void under the application of this participant of Company.

1.The general director and manager for want of realization by them of the rights and performance of the responsibilities should act in interests of Company honesty and reasonablly.

2. The general director and manager bear responsibility before Company for the losses caused to Company by their guilty operations, if other basis and size of the responsibility are not established by the Federal laws.

3. For want of definition of the basis and size of the responsibility of the General director of Company and manager should be accepted in attention of usual conditions of a business turn-over and other circumstances important for business.

4. In the correspondence with positions of the present article the responsibility is born some by faces, their responcibility before Company is solidary.

5. With the claim about compensation for damages caused to Company by the General director of Company and the manager, have the right to address to court Company or it the participant.

1. The bargains, in which fulfilment there is an interest of the General director of Company or interest of the participant of Company have together with it attituded by faces 20 and more of percents of voices from a total number of voices the participants of Company, can not be made by Company without the consent of general meeting of the participants of Company.

The indicated faces are recognized interested in fulfilment as Company of the bargain in cases, if they, their spouses, parents, children, brothers, sister and (or) their attituded persons:

Are the party of the bargain or act in interests of the third faces in relations with Company;

Possess (everyone or populations) 20 and more than percents of the shares (share) legal person being the party of the bargain or acting in interests of the third faces in their attitudes with Company;

Take posts in organs of management of the legal person being the party of the bargain or acting in interests of the third faces in their attitudes with Company.

2. The faces indicated in the paragraph of first item 1 of the present article, should bring to the notice of general meeting of the participants of Company an information:

About the legal persons, in which they, their spouses, parents, children, brothers, the sisters and their attituded persons possess 20 and more than percents of the shares (share);

About the legal persons, in which they, their spouses, parents, children, brothers, the sisters and (or) take their attituded persons posts in organs of management;

About the made them made or prospective bargains, known inem which fulfilment they can be recognized interested.

3. The solution about fulfilment by Company of the bargain, in which fulfilment there is an interest, is accepted by general meeting of the participants of Company by majority of voices from a total number of voices of the participants of the Company which has been not interested in it fulfilment.

4. The fulfilment of the bargain, in which fulfilment there is an interest, does not require a solution of general meeting of the participants of Company stipulated by item 3 of the present article, in cases if the bargain is made during usual economic activity between Company and other party having a place up to a moment, from which the person interested in fulfilment of the bargain, is recognized as those in the correspondence with item 1 of the present article (solution it is not required before date of realization of the following general meeting of the participants of Company).

5. The bargain, in which fulfilment there is an interest and which is accomplished with violation of requests stipulated by the present article, can be recognized void under the claim of Company or its participant.

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1. The large bargain is the bargain or some interconnected bargains connected to purchase, alienation or possibility of alienation by Company directly or indirectly of property, which cost makes more than 25 percents of cost of property of Company accounting reporting, determined because of datas, for the last accounting period preceding to a day of decisionmaking about fulfilment of such bargains. The large bargains do not recognize the bargains made during usual economic activity of Company.

2. For the purposes of the present article cost alienated by Company in an outcome of the bargain of property is determined because of of datas of its book keeping, and cost of property, acquired By Company, - because of prices of the offer.

3. The solution about fulfilment of the large bargain is accepted by general meeting of the participants of Company.

4. The large bargain accomplished with violation of requests, stipulated by the present article, can be recognized void under the claim of Company or its participant.