How to open JSC - non-public joint stock company. Charter of a non-public joint stock company - features, nuances and provisions Charter of a non-public joint stock company of a clearing organization

The charter of a joint-stock company is the basic document of an organization of this type, regulates the most significant issues of activity, determines the individual characteristics that distinguish it from other companies. From the article you will learn about how the charter is drawn up joint stock company and what information is included in it.

Requirements for the charter of a joint stock company in 2018

In accordance with Article 98 of the Civil Code of the Russian Federation, the main document of a joint-stock company is its charter, approved by the founders. At the same time, the rules and norms enshrined in the charter of the joint-stock company are, in accordance with article 11 of the law "On joint stock ..." dated 26.12.1995 No. 208-FZ, binding both for the company (its structures and management bodies) and for shareholders.

Also, do not forget that due to the requirements of Article 12 of the Law "On State ..." dated 08.08.2001 No. 129-FZ, the charter of the company is submitted to the tax office when registering the company. Clause 4 of Article 11 of the Federal Law No. 208 obliges the society to provide an opportunity to familiarize with the document and all interested parties.

The basic requirements for the content of the charter are defined in article 11 of the Federal Law No. 208, according to which the following information must be indicated:

• the name of the company and the address of its registration;
• information on the number and par value of shares, their categories (including privileged ones, if the company, in addition to ordinary ones, also has such securities);
• the rights of owners of shares of each type;
• the amount of the authorized capital of the JSC;
• the procedure for organizing management in the company, indicating the structure of management bodies, their competence and the procedure for making decisions;
• the procedure for convening and holding a general meeting of shareholders of JSCs, voting rules, as well as a list of issues for the solution of which a unanimous decision or a qualified majority of votes is required;
• other information relevant to the founders.

Technical requirements for the charter of a joint stock company

The current legislation defines only a list of issues that should be regulated by the charter, being a normative document. At the same time, the legislator does not establish technical requirements for the structure, procedure or method of presenting local prescriptions, therefore, in this part, generally accepted norms of legal practice should be adhered to.

In legislation, for example, article 52 of the Civil Code of the Russian Federation, you can find an indication of the right of companies not to develop a charter on their own, but to use a standard version already developed by authorized bodies. However, this power cannot be realized in practice due to the lack of relevant model charters for commercial organizations in 2018.

Charter of a public and non-public society - is there any specificity?

When developing the charter of a JSC, it is very important to remember the status of the company for which this document is being developed. Based on the requirements of Article 7 of the Federal Law No. 208, the fundamental difference between a public JSC and a non-public JSC is the possibility of distributing shares among a wide range of persons - both those who already own shares and outsiders.

From the specifics of the activities of the two types of joint-stock companies, the following details follow, which must be taken into account when preparing the charter:

1. The status of the company must be indicated (clause 3.1 of Article 11 of the Federal Law No. 208).
2. In a public joint stock company (PJSC), a collegial management body should be formed, consisting of 5 persons authorized by shareholders. The procedure for the formation of this governing body and its powers should be defined in the charter (paragraph 3 of Article 97 of the Civil Code of the Russian Federation).
3. PJSC is required to conclude an agreement with a registered holder, that is, a special organization authorized to maintain a register of shareholders, which is also endowed with the functions of a counting commission (clause 4 of Article 97 of the Civil Code of the Russian Federation).
4. By virtue of the requirements of Article 92 of the Federal Law No. 208, PJSC is obliged to publish annual reports on its work, notifications of a meeting of shareholders, information on the issue of shares.
5. It is prohibited in the charter of a PJSC to indicate the existence of pre-emptive rights for the acquisition (redemption) of shares by the JSC itself or by its shareholders (paragraph 5 of Article 97 of the Civil Code of the Russian Federation).

It should also be remembered that there are a number of restrictions on the rights of shareholders that are permissible in a non-public company, but prohibited in a PJSC (paragraph 5 of Article 97 of the Civil Code of the Russian Federation):

• the maximum percentage (amount) of shares that can be owned by one person;
• the aggregate par value of securities controlled by one shareholder;
• the number of votes that can belong to one person.

What sections does the charter of a joint-stock company include, where you can download a sample of the charter of a non-public JSC 2018 for free?

As the simplest example, demonstrating the typical content of the charter of a non-public joint-stock company, a sample of the charter of a joint stock company of 2018, drawn up by our specialists, can be used. Note that it was prepared in order to show the standard form and structure of the document, as well as to acquaint with the main issues that should be reflected in this document. The suggested example is divided into sections, which, in turn, consist of paragraphs.

Section 1 indicates the legal status and purpose of the charter itself, as well as the name of the JSC (full and abbreviated), its type (non-public) and location.

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Section 2 indicates the legal status of the company, the procedure for its interaction with state bodies and shareholders, the normative basis of which is Articles 48, 96 of the Civil Code of the Russian Federation and 2 Federal Law No. 208. Clause 4 of the section contains a list of types of commercial activities that the company is entitled to carry out (in the example there are only 5 of them, while in practice there can be much more). Methods of doing business are given in accordance with the requirements of the OKVED, put into effect by the decree of the State Standard of the Russian Federation "On acceptance ..." dated 06.11.2001 No. 454-st.

Authorized capital, property, and the basics of economic activities of the JSC

Section 3, in accordance with the requirements of Articles 11, 25, 26, 31 of Federal Law No. 208, lists the following information about the company:

• the amount of the authorized capital, which, according to article 26 of the Federal Law No. 208, cannot be less than 100 thousand rubles;
• the number of issued shares and their par, the value of which must be the same for all securities of the JSC;
• the rights and obligations of the owners of shares, as well as an indication of the priority opportunity for the purchase of shares of one shareholder by others.

Section 4 indicates (Articles 2 of the Civil Code of the Russian Federation, 11, 35, 42 FZ No. 208):

• legal status of JSC property;
• the procedure for distributing profits and dividends (for more details on this issue, see the corresponding material);
• the goals of functioning, the amount, amount of deductions and the procedure for replenishing the reserve and special funds of the JSC.

Section 5, in accordance with the requirements of Articles 88-90 of the Federal Law No. 208, reflects the basic provisions on maintaining accounting and statistical reporting in JSC, storing documents and providing the necessary information.

Governing bodies of JSC

Section 6 indicates that the meeting of shareholders is at the same time the board of a JSC, which is permissible, taking into account the requirements of Article 64 of the Federal Law No. 208, if there are no more than 50 shareholders. This part of the charter also specifies the procedure for electing a responsible person (director) who has the right to represent the interests of the company. acting without a power of attorney, as well as to resolve all current issues that do not fall within the competence of the board or the meeting of shareholders, in accordance with Article 69 of the Federal Law No. 208.

Section 7 is devoted to the procedure for preparing and convening a meeting of shareholders in accordance with the requirements of Articles 47, 51-55 of the Federal Law No. 208. In particular, the entities authorized to convene regular and extraordinary meetings are designated, as well as the frequency of these events.

Section 8 defines a list of issues that are attributed to the general meeting (Article 48 of the Federal Law No. 208), the requirements for a quorum, in the event of which the meeting is competent to make decisions, the order and counting of votes (Articles 58, 59 of the Federal Law No. 208). Also in this part of the charter, a list of issues is indicated, for the solution of which a qualified majority of votes (2/3, 3/4, etc.) are required, in accordance with Article 11 of the Federal Law No. 208.

Sections 9 and 10 prescribe the procedure for the election and the competence of the holder of shares presiding at the meeting (article 67 of the Federal Law No. 208), as well as the director of the joint-stock company (article 69 of the Federal Law No. 208), respectively.

Control over the activities of JSC and other provisions

Section 11 defines the competence, the procedure for electing members, the specifics of the activities of the audit commission of a JSC, as well as the procedure for presenting the results of audits and their approval by the shareholders' meeting (Articles 85-87 of the Federal Law No. 208).

Sections 12 and 13 are final. They determine the general provisions on the branches of JSC (Article 55 of the Civil Code of the Russian Federation) and possible procedures for the reorganization or liquidation of the company (Articles 15-24 of the Federal Law No. 208).

Summing up, it remains to be noted that the proposed model of the charter is approximate, but it may well help practitioners to prepare a legally competent and practical in use fundamental document of a joint-stock company, taking into account the basic requirements for it and the legal norms governing the content of its provisions.

Approved

General meeting of founders

Public Joint Stock Company

______________________________

Minutes N____ dated "__" _________ 20_]

The charter

public joint stock company

(management bodies in the company - general meeting of shareholders, board of directors, sole executive body)

1. General Provisions

1.1. Public Joint Stock Company "____________________" (hereinafter referred to as the "Company") operates in accordance with this Charter, the Civil Code of the Russian Federation, Federal Law of December 26, 1995 N 208-FZ "On Joint Stock Companies" and other regulatory legal acts of the Russian Federation.

1.2. The company was established on the basis of the Agreement on establishment dated "__" __________ 20__, approved by the General Meeting of Shareholders (Minutes No. _____ dated "__" __________ 20__).

1.3. Full corporate name of the Company in Russian: _________________________________________________________________

Public Joint Stock Company "__________________________________".

Abbreviated corporate name of the Company in Russian:

Public JSC "_________________________________________________".

1.4. Location of the Company: _____________________________________.

1.5. The company is a legal entity, has separate property and is responsible for its obligations, can acquire and exercise civil rights and bear civil obligations in its own name, be a plaintiff and defendant in court.

1.6. The company is liable for its obligations with all property belonging to it. The company is not responsible for the obligations of its shareholders.

1.7. The state and its bodies are not responsible for the obligations of the Company, just as the Company is not responsible for the obligations of the state and its bodies.

1.8. The Company has the right to open bank accounts in the Russian Federation and abroad in accordance with the established procedure.

1.9. The company has a round seal containing its full corporate name in Russian and an indication of its location.

The Company has the right to have stamps and letterheads with its own company name, its own logo, as well as trademarks and other means of visual identification registered in the established manner.

1.10. The Company undertakes to comply with the requirements of the Regulations on Military Registration, approved by Decree of the Government of the Russian Federation of November 27, 2006 N 719.

1.11. The Company can create branches and open representative offices on the territory of the Russian Federation and abroad. Branches and representative offices carry out their activities on behalf of the Company, which is responsible for their activities.

1.12. The Company maintains and stores the register of the Company's shareholders in accordance with the legal acts of the Russian Federation from the moment of the state registration of the Company.

The holder of the register of shareholders of the Company is the Registrar, who has a license provided by law and acts on the basis of an agreement for maintaining the register of shareholders concluded with the Company.

1. The purpose and types of activities of the company

2.1. The main goal of the Company is to make a profit through the effective use of its property in the interests of the Company itself and its shareholders.

2.2. The company has civil rights and bears the obligations necessary to carry out any types of activities not prohibited by federal laws.

2.3. The Company may engage in certain types of activities established by law only on the basis of a special permit (license), membership in a self-regulatory organization or a certificate of admission to a certain type of work issued by a self-regulatory organization.

If the conditions for granting a special permit (license) to engage in a certain type of activity stipulate a requirement to engage in such an activity as exclusive, then the Company during the validity period of the special permit (license) is not entitled to carry out other types of activity, except for the types of activity provided for by a special permit (license ) and related ones.

2.4. The main activities of the Company are: ________________

________ (indicate the types of activities in accordance with the All-Russian Classifier of Economic Activities OK 029-2001 (OKVED) (NACE Rev. 1), enacted by the Resolution of the State Standard of the Russian Federation of November 6, 2001 N 454-st, which the Company intends to carry out).

1. Authorized capital

3.1. The authorized capital of the Company is _______________ rubles and consists of the par value of shares acquired by shareholders.

The company hosts:

- ordinary registered shares with a par value of ___________ rubles each ___________________________ pieces;

- preferred shares of the type [fill in the required] with a par value of ___________ rubles each _________ pieces.

3.2. The company has the right to additionally place:

- ordinary registered shares with a par value of __________________ rubles each ___________________ pieces.

The declared ordinary share grants the same scope of rights as the outstanding ordinary share;

- preferred shares of _____________ type with par value of ___________ rubles each ___________ pieces.

A declared preferred share of the type [insert required] grants the same scope of rights as the placed preferred share.

3.3. The Company has the right to increase its authorized capital in the manner prescribed by the current legislation of the Russian Federation.

3.4. The Company has the right, and in cases stipulated by the Federal Law “On Joint Stock Companies”, is obliged to reduce its authorized capital in the manner prescribed by the current legislation of the Russian Federation.

1. Rights, obligations and responsibilities of shareholders

4.1. The shareholders of the Company have the right:

- to receive a share of the net profit (dividends) of the Company to be distributed among shareholders in the manner prescribed by this Charter;

- in the event of liquidation of the Company, a part of the property remaining after settlements with creditors, or its value (liquidation value), in proportion to the number of shares of the corresponding category (type) held by them in the order and order provided by the legislation of the Russian Federation and this Charter;

- to dispose of their shares at their own discretion in accordance with the current legislation of the Russian Federation;

- to receive from the management bodies of the Company the necessary information on all issues included in the agenda General meeting shareholders;

- in the cases and in the manner prescribed by law and this Charter, to receive information about the activities of the Company and get acquainted with its accounting and other documentation;

- transfer all or part of the rights provided by a share of the corresponding category (type) to a representative (representatives) on the basis of a power of attorney;

- for the pre-emptive purchase of shares and other equity securities of the Company, convertible into shares, placed by subscription, in the cases and in the manner provided for by the Federal Law “On Joint Stock Companies” and this Charter;

- to introduce issues into the agenda of the General Meeting of Shareholders, in the manner and on the conditions stipulated by this Charter and the Federal Law “On Joint Stock Companies”;

- to demand the convocation of an extraordinary General Meeting of Shareholders, an extraordinary audit by the Audit Commission or an independent auditor of the Company's activities in the manner and under the conditions stipulated by this Charter and the Federal Law “On Joint Stock Companies”;

- to challenge, acting on behalf of the Company, transactions made by it on the grounds stipulated by Article 174 of the Civil Code of the Russian Federation and the Federal Law “On Joint Stock Companies” and to demand the application of the consequences of their invalidity, as well as the application of the consequences of the invalidity of the Company's void transactions;

- to demand, acting on behalf of the Company, compensation for losses caused to the Company by a person authorized to act on behalf of the Company, members of the collegial bodies of the Company and persons who determine the actions of the Company;

- to appeal against decisions of the Company's bodies entailing civil law consequences in the cases and in the manner prescribed by law;

- demand the redemption by the Company of all or part of their shares in the manner and in the cases provided for by this Charter, the Federal Law “On Joint Stock Companies”;

- to exercise other rights stipulated by this Charter, the legislation of the Russian Federation, as well as by decisions of the General Meeting of Shareholders of the Company adopted in accordance with its competence.

4.2. Shareholders - owners of ordinary shares of the Company have the right:

- participate in the General Meeting of Shareholders with the right to vote on all issues within its competence.

4.3. Shareholders - owners of preferred shares participate in the General Meeting of Shareholders with the right to vote when deciding issues on the reorganization and liquidation of the Company, as well as the issue of releasing it from the obligation to disclose or provide information stipulated by the legislation of the Russian Federation on securities.

4.3.1. Shareholders - owners of preference shares of a certain type acquire the right to vote when the General Meeting of Shareholders decides on amendments and additions to the Charter of the Company that restrict the rights of shareholders - owners of preference shares of this type, including cases of determining or increasing the amount of dividends and (or) determining or increasing liquidation value paid on preferred shares of the previous order, as well as providing shareholders - owners of preferred shares of a different type with advantages in the order of payment of dividends and (or) liquidation value of shares.

4.3.2. Shareholders - owners of preferred shares of a certain type acquire the right to vote when the General Meeting of Shareholders decides on the issue of filing an application for listing or delisting of preferred shares of this type.

4.3.3. Shareholders - holders of preference shares of a certain type, the amount of the dividend for which is defined in this Charter, with the exception of shareholders - holders of cumulative preference shares, have the right to participate in the General Meeting of Shareholders with the right to vote on all issues of its competence, starting from the meeting following the annual General Meeting. the meeting of shareholders, at which, regardless of the reasons, no decision was made to pay dividends or a decision was made to pay incomplete dividends on preferred shares of this type. The right of shareholders - owners of preferred shares of this type to participate in the General Meeting of Shareholders terminates from the moment of the first payment of dividends on the said shares in full.

4.3.4. Shareholders - holders of cumulative preference shares of a certain type have the right to participate in the General Meeting of Shareholders with the right to vote on all issues of its competence, starting from the meeting following the annual General Meeting of Shareholders, at which a decision should have been taken on the payment of these shares in full accumulated dividends, if such a decision was not made or a decision was made on incomplete payment of dividends. The right of shareholders - owners of cumulative preferred shares of a certain type to participate in the General Meeting of Shareholders terminates from the moment of payment of all dividends accumulated on these shares in full.

4.4. The shareholders of the Company are obliged:

- pay for the shares of the Company within the period established by the agreement on the establishment of the Company;

- to comply with the requirements of the Charter of the Company and decisions of the management and control bodies of the Company, made within their competence;

- not to disclose confidential information about the activities of the Company;

- participate in making corporate decisions, without which the Company cannot continue its activities in accordance with the law, if its participation is necessary for making such decisions;

- not to perform actions deliberately aimed at causing harm to the Company;

- not to take actions (inaction) that significantly complicate or make it impossible to achieve the goals for which the Company was created.

The shareholders of the Company bear other obligations stipulated by the law and this Charter.

1. 5. Priority right of shareholders

5.1. The shareholders of the Company have the preemptive right to purchase additional shares and equity securities, placed through open subscription, convertible into shares, in an amount proportional to the number of shares of this category (type) they hold.

5.2. Shareholders of the Company who voted against or did not vote on the issue of placement by private subscription of shares and equity securities convertible into shares have the preemptive right to purchase additional shares and equity securities convertible into shares (hereinafter - the preemptive right) placed by private subscription, in an amount proportional to the number of shares of this category (type) owned by them. This right does not apply to the placement of shares and other equity securities convertible into shares, carried out by private subscription only among shareholders, if at the same time the shareholders have the opportunity to purchase a whole number of offered shares and other equity securities convertible into shares, in proportion to the number of their own shares of the corresponding category (type).

5.3. The shareholders of the Company exercise the preemptive right to purchase additional shares and equity securities convertible into shares in the manner prescribed by the Federal Law “On Joint Stock Companies”.

1. Acquisition and redemption of outstanding shares by the company

6.1. The Company has the right to purchase its placed shares by decision of the General Meeting of Shareholders to reduce the authorized capital of the Company in order to reduce their total number. Shares acquired by the Company on the basis of such a decision to reduce the authorized capital are canceled upon their acquisition. Payment for the acquired shares is carried out in cash.

6.2. The acquisition of ordinary shares of the Company for the purpose of their redemption must be carried out in compliance with the requirements of the Federal Law "On Joint Stock Companies" on the ratio of the par value of preferred and ordinary shares in the authorized capital of the Company.

6.3. The Company has the right to acquire its placed shares by decision of the Board of Directors (Supervisory Board) of the Company in cases not related to a decrease in the authorized capital of the Company. The acquired shares are placed at the disposal of the Company, do not provide voting rights, are not taken into account when counting votes, and dividends are not charged on them. Such shares must be sold at their market value no later than one year from the date of their acquisition. Otherwise, the General Meeting of Shareholders must take a decision to reduce the authorized capital of the Company through their redemption. Payment for the acquired shares is carried out in cash.

6.4. Each shareholder - owner of shares of those categories (types), the decision on the acquisition of which has been made, has the right to sell the specified shares, and the Company is obliged to purchase them. If the total number of shares in respect of which the Company received applications for their acquisition exceeds the number of shares that can be acquired by the Company subject to the restrictions established by Article 72 of the Federal Law "On Joint Stock Companies", shares are purchased from shareholders in proportion to the stated requirements.

6.5. Shareholders - owners of voting shares have the right to demand the redemption by the Company of all or part of their shares if they voted against or did not participate in voting when the General Meeting of Shareholders adopted the following decisions:

- on the reorganization of the Company;

- on a major transaction, the approval of which is adopted by the General Meeting of Shareholders in accordance with paragraph 3 of Article 79 of the Federal Law “On Joint Stock Companies”;

- on the introduction of amendments and additions to the Charter of the Company or approval of the Charter of the Company in a new edition, limiting their rights;

- on filing an application for the delisting of the Company's shares and (or) the Company's equity securities convertible into its shares, if they voted against the adoption of the relevant decision or did not participate in the voting.

6.6. The shares redeemed by the Company are placed at its disposal, they do not provide the right to vote, are not taken into account when counting votes, and dividends are not charged on them. The repurchased shares must be sold at a price not lower than their market value no later than one year from the date of transfer of ownership of them to the Company, otherwise the General Meeting of Shareholders must decide to reduce the authorized capital of the Company by canceling these shares.

1. Dividend

7.1. The Company has the right, based on the results of the first quarter, half a year, nine months of the financial year and (or) based on the results of the financial year, to make decisions (declare) on the payment of dividends on outstanding shares, unless otherwise provided by the Federal Law “On Joint Stock Companies”. The decision to pay (declare) dividends based on the results of the first quarter, six months and nine months of a financial year may be made within three months after the end of the relevant period.

Dividends are paid in cash.

7.2. The source of payment of dividends is the profit of the Company after taxation (net profit of the Company). Dividends on preference shares of certain types can also be paid out of the special funds of the Company previously formed for these purposes.

7.3. The decision to pay (declare) dividends is made by the General Meeting of Shareholders. The said decision must determine the amount of dividends on shares of each category (type), the form of their payment, the procedure for payment of dividends in non-cash form, the date on which the persons entitled to receive dividends are determined. In this case, the decision regarding the establishment of the date on which the persons entitled to receive dividends are determined is made only at the suggestion of the Board of Directors (Supervisory Board) of the Company.

7.4. The amount of dividends cannot exceed the amount of dividends recommended by the Board of Directors (Supervisory Board) of the Company.

7.5. A person who has not received the declared dividends due to the fact that the Company or the Registrar does not have accurate and necessary address data or bank details, or due to another delay of the creditor, has the right to apply for payment of such dividends (unclaimed dividends) within [specify period of at least three and not more than five years] years from the date of the decision on their payment. The deadline for filing a claim for the payment of unclaimed dividends when it is missed is not subject to restoration, unless the person entitled to receive dividends did not file this demand under the influence of violence or threat.

Upon the expiration of the specified period, the declared and unclaimed dividends are restored as part of the retained earnings of the Company, and the obligation to pay them ceases.

7.6. Restrictions on making decisions on the payment of dividends and payment of dividends are established by the Federal Law “On Joint Stock Companies”.

1. Management and control bodies of the company

8.1. The governing bodies of the Company are:

- General Meeting of Shareholders;

- Board of Directors (Supervisory Board) of the Company;

- Sole executive body - [Director, General Director].

8.2. The body controlling the financial and economic activities of the Company is the Audit Commission of the Company.

1. 9. General meeting of shareholders

9.1. The supreme governing body of the Company is the General Meeting of Shareholders. If all voting shares of the Company are owned by one shareholder, decisions on issues falling within the competence of the General Meeting of Shareholders are taken by this shareholder alone and are drawn up in writing.

9.2. The competence of the General Meeting of Shareholders includes the following issues:

1) introduction of amendments and additions to the Articles of Association of the Company or approval of the Articles of Association of the Company in a new edition;

2) determination of the number of members of the Board of Directors (Supervisory Board) of the Company, election of its members and early termination of their powers;

3) formation of the executive body of the Company, early termination of its powers.

4) making a decision on the transfer of the powers of the sole executive body of the Company to another business entity (managing organization) or an individual entrepreneur (manager), as well as approving such a managing organization or such a manager and the terms of an agreement with such a managing organization or with such a manager;

5) approval of annual reports, annual financial statements, including profit and loss statements (profit and loss accounts) of the Company, as well as distribution of profits (including payment (declaration) of dividends, excluding profit distributed as dividends on the results of the first quarter, six months, nine months of the financial year) and the Company's losses based on the results of the financial year;

6) making decisions on the establishment of other legal entities by the Company;

7) making a decision on participation in financial and industrial groups, associations and other unions of commercial organizations;

8) making decisions on the reorganization of the Company;

9) making decisions on the liquidation of the Company, on the appointment of the liquidation commission (liquidator) and on the approval of the interim and final liquidation balance sheets;

10) election of members of the Company's Audit Commission and early termination of their powers;

11) approval of the auditor of the Company;

12) determination of the number, par value, category (type) of declared shares and the rights provided by these shares;

13) increasing the authorized capital of the Company by increasing the par value of shares or by placing additional shares;

14) reduction of the authorized capital of the Company by reducing the par value of shares, through the acquisition by the Company of a part of shares in order to reduce their total number, as well as by redemption of shares acquired or redeemed by the Company;

15) payment (declaration) of dividends based on the results of the first quarter, six months, nine months of the financial year;

16) determination of the procedure for conducting the General Meeting of Shareholders;

17) split and consolidation of shares;

18) making decisions on approving transactions in the cases provided for by Article 83 of the Federal Law “On Joint Stock Companies”;

19) making decisions on approval of major transactions, the subject of which is property, the value of which is more than 50% of the book value of the Company's assets.

20) acquisition by the Company of placed shares in order to reduce their total number;

21) approval of internal documents regulating the activities of the Company's bodies;

22) decision-making on the audit of the financial and economic activities of the Company;

23) decision-making on reimbursement of expenses for preparation and holding of an extraordinary General Meeting of Shareholders at the expense of the Company;

24) making a decision on the payment of remuneration and (or) compensation for expenses related to the performance by members of the Board of Directors (Supervisory Board), members of the Audit Commission of the Company of their duties;

25) making a decision on filing an application for listing the Company's shares and (or) the Company's equity securities convertible into the Company's shares;

26) making a decision on filing an application for the delisting of the Company's shares and (or) the company's equity securities convertible into its shares;

27) solving other issues stipulated by the Civil Code of the Russian Federation and the Federal Law “On Joint Stock Companies”.

9.3. The decision of the General Meeting of Shareholders on the issue put to a vote is adopted by a majority of votes of shareholders - owners of voting shares of the Company participating in the meeting, unless otherwise provided for by the Federal Law "On Joint Stock Companies" and this Charter.

9.4. The decision on the issues specified in subparagraphs 4, 7, 8, 13, 17-21 of paragraph 9.2 of this Charter shall be adopted by the General Meeting of Shareholders only at the suggestion of the Board of Directors (Supervisory Board) of the Company.

9.5. The decision on the issues specified in subparagraphs 1, 8, 9, 12, 20, 26 of paragraph 9.2 of this Charter shall be adopted by the General Meeting of Shareholders by a majority of ¾ votes of shareholders - owners of voting shares participating in the General Meeting of Shareholders.

The decision on the issue specified in sub-clause 26 of clause 9.2 of this Charter shall enter into force provided that the total number of shares in respect of which redemption claims are filed does not exceed the number of shares that can be redeemed by the Company subject to the limitation established by clause 5 of article 76 of the Federal Law "On Joint Stock Companies".

9.6. The decision to approve an interested party transaction is made by the General Meeting of Shareholders by a majority vote of all shareholders not interested in the transaction.

9.7. The issues referred to the competence of the General Meeting of Shareholders cannot be transferred for decision to the executive body of the Company. Issues within the competence of the General Meeting of Shareholders may not be transferred for decision to the Board of Directors (Supervisory Board) of the Company, except for issues provided for by the Federal Law “On Joint Stock Companies”.

9.8. The General Meeting of Shareholders is not entitled to consider and make decisions on issues not attributed to its competence by the Civil Code of the Russian Federation and the Federal Law “On Joint Stock Companies”.

9.9. The General Meeting of Shareholders is not entitled to make decisions on issues not included in the agenda of the General Meeting of Shareholders, as well as to change the agenda of the General Meeting of Shareholders.

Resolutions of the General Meeting of Shareholders adopted on issues not included in the agenda of the General Meeting of Shareholders (unless all shareholders of the Company took part in it), or in violation of the competence of the General Meeting of Shareholders, in the absence of a quorum for holding the General Meeting of Shareholders or without required for the adoption of a decision by the majority of the shareholders' votes, are not valid regardless of their appeal in court.

9.10. The Company annually, not earlier than two months and not later than six months after the end of the financial year, holds an annual General Meeting of Shareholders.

9.11. The General Meetings of Shareholders held in addition to the annual are extraordinary.

9.12. An extraordinary General Meeting is held by decision of the Board of Directors (Supervisory Board) of the Company on the basis of:

- his own initiative;

- requirements of the Company's Auditing Commission;

- requirements of the auditor of the Company;

- requirements of the shareholders (shareholder) of the Company who own at least 10% of the voting shares of the Company as of the date of the request.

9.13. The list of persons entitled to participate in the General Meeting of Shareholders is drawn up on the basis of data from the register of shareholders of the Company within the time limits provided for in Article 51 of the Federal Law “On Joint Stock Companies”.

9.14. The announcement of the General Meeting of Shareholders must be made no later than 20 days before the date of its holding, unless other terms are specified in the Federal Law “On Joint Stock Companies”.

Within the specified time frame, the notice of the General Meeting of Shareholders shall be sent to each person specified in the list of persons entitled to participate in the General Meeting of Shareholders by registered mail or delivered to each of the specified persons against signature or published in [specify the name of the printed editions]. Within the specified time frame, the notice of the General Meeting of Shareholders shall be sent to each person specified in the list of persons entitled to participate in the General Meeting of Shareholders by registered mail or delivered to each of the specified persons against signature or published in (specify the name of a print publication available for all shareholders of the Company ) and posted on the website of the Company in the information and telecommunications network “Internet” (indicate the website of the Company), or posted on the website of the Company in the information and telecommunication network “Internet” (indicate the website of the Company).

The company has the right to additionally inform shareholders about the holding of a general meeting of shareholders through other means mass media (television, radio).

9.15. Shareholders (shareholder) who collectively own at least 2% of the voting shares of the Company have the right to include items on the agenda of the annual General Meeting of Shareholders and nominate candidates to the Board of Directors (Supervisory Board) of the Company, the Audit Commission, the number of which cannot exceed the quantitative composition the relevant body, as well as a candidate for the position of the sole executive body.

Such proposals must be received by the Company no later than 30 days after the end of the financial year.

9.16. If the proposed agenda of an extraordinary General Meeting of Shareholders contains an issue on the election of members of the Board of Directors (Supervisory Board) of the Company, the shareholders (shareholder) of the Company, who collectively own at least 2% of the voting shares of the Company, may propose candidates for election to the Board of Directors (Supervisory Board) of the Company, the number of which may not exceed the number of members of the Board of Directors (Supervisory Board) of the Company.

Such proposals must be received by the Company at least 30 days before the date of the extraordinary General Meeting of Shareholders.

9.17. In addition to the issues proposed by shareholders for inclusion in the agenda of the General Meeting of Shareholders, as well as in the absence of such proposals, or the absence or insufficient number of candidates proposed by shareholders for the formation of the relevant body, the Board of Directors (Supervisory Board) of the Company has the right to include in the agenda of the General Meeting shareholders questions or candidates for the list of candidates at their discretion.

9.18. The General Meeting of Shareholders is legally competent (has a quorum) if it is attended by shareholders holding, in aggregate, more than half of the votes of the outstanding voting shares of the Company.

9.19. If the agenda of the General Meeting of Shareholders includes issues to be voted on by a different composition of voters, the quorum for making decisions on these issues is determined separately. At the same time, the absence of a quorum for making decisions on issues that are voted on by one composition of voters does not prevent the adoption of decisions on issues that are voted on by a different composition of voters for which there is a quorum.

9.20. The functions of the Counting Commission are performed by the Registrar of the Company.

9.21. The Counting Commission verifies the powers and registers the persons participating in the General Meeting of Shareholders, determines the quorum of the General Meeting of Shareholders, explains the issues arising in connection with the exercise by shareholders (their representatives) of the right to vote at the General Meeting, explains the procedure for voting on issues put to vote, ensures the established voting procedure and the rights of shareholders to participate in voting, counts the votes and summarize the voting results, draw up a protocol on the voting results, transfer voting ballots to the archive.

9.22. The right to participate in the General Meeting of Shareholders can be exercised by a shareholder both personally and through his representative.

9.24. The minutes of the General Meeting of Shareholders are kept by the Secretary, who is elected by the General Meeting of Shareholders for a period of __________________ year / years.

9.25. The adoption by the General Meeting of Shareholders of the decision and the composition of the shareholders who were present at its adoption are confirmed by certification by the Registrar of the Company.

9.26. The minutes of the General Meeting of Shareholders shall be drawn up no later than 3 business days after the close of the General Meeting of Shareholders in two copies. Both copies are signed by the person presiding at the General Meeting of Shareholders and the Secretary of the General Meeting of Shareholders.

1. 10. Board of directors (supervisory board) of the company

10.1. The Board of Directors (Supervisory Board) of the Company is the governing body of the Company that carries out general management of the activities of the Company (except for resolving issues referred to the competence of the General Meeting of Shareholders), controls the activities of the executive bodies of the Company and performs other functions assigned to it by law or this Charter.

Members of the Board of Directors (Supervisory Board) of the Company are elected by the General Meeting of Shareholders for a period until the next annual General Meeting of Shareholders.

10.2. Only an individual can be a member of the Board of Directors (Supervisory Board) of the Company. A member of the Board of Directors (Supervisory Board) of the Company need not be a shareholder of the Company.

10.3. Persons elected to the Board of Directors (Supervisory Board) of the Company may be re-elected an unlimited number of times.

10.4. By decision of the General Meeting of Shareholders, the powers of all members of the Board of Directors (Supervisory Board) of the Company may be terminated early.

10.5. The number of members of the Board of Directors (Supervisory Board) of the Company is [enter the required] members.

10.6. The Chairman of the Board of Directors (Supervisory Board) of the Company is elected by members of the Board of Directors (Supervisory Board) of the Company from among them. A person performing the functions of the sole executive body cannot simultaneously be the Chairman of the Board of Directors (Supervisory Board) of the Company.

10.7. The Chairman of the Board of Directors (Supervisory Board) of the Company organizes its work, convenes and presides over meetings of the Board of Directors (Supervisory Board) of the Company, organizes the keeping of minutes at meetings, presides over the General Meeting of Shareholders.

10.8. A meeting of the Board of Directors (Supervisory Board) of the Company is convened by the Chairman of the Board of Directors (Supervisory Board) of the Company on his own initiative, at the request of a member of the Board of Directors (Supervisory Board), the Audit Commission of the Company or the auditor of the Company, the executive body of the Company.

10.9. The quorum for holding a meeting of the Board of Directors (Supervisory Board) of the Company is the presence of at least half of the elected members of the Board of Directors (Supervisory Board) of the Company.

10.10. When determining the presence of a quorum and voting results, the written opinion of a member of the Board of Directors (Supervisory Board) of the Company who is absent from the meeting of the Board of Directors (Supervisory Board) of the Company on the agenda items shall be taken into account.

10.11. Decisions of the Board of Directors may be adopted without holding a meeting by absentee voting.

10.12. Decisions at a meeting of the Board of Directors (Supervisory Board) of the Company are made by a majority vote of the members of the Board of Directors (Supervisory Board) of the Company, unless otherwise provided by the Federal Law “On Joint Stock Companies” or this Charter. When resolving issues at a meeting of the Board of Directors (Supervisory Board) of the Company, each member of the Board of Directors (Supervisory Board) of the Company shall have one vote.

10.13. When the Board of Directors (Supervisory Board) of the Company makes decisions in the event of an equal vote of the members of the Board of Directors (Supervisory Board) of the Company, the Chairman of the Board of Directors (Supervisory Board) shall have a casting vote.

10.14. The minutes of the meeting of the Board of Directors (Supervisory Board) of the Company shall be drawn up no later than three days after its holding and signed by the chairman of the meeting, who is responsible for the correctness of its preparation.

10.15. The competence of the Board of Directors (Supervisory Board) of the Company includes the following issues:

1) determination of priority directions of the Company's activity;

2) convocation of annual and extraordinary general meetings of shareholders;

3) approval of the agenda of the General Meeting of Shareholders;

4) determination of the date for compiling the list of persons entitled to participate in the General Meeting of Shareholders;

5) determination of the form of holding the General Meeting of Shareholders (meeting or absentee voting);

6) determination of the date, place, time of the General Meeting of Shareholders;

7) determination of the postal address to which bulletins filled in by shareholders can be sent in the case provided for by paragraph 3 of Article 60 of the Federal Law “On Joint Stock Companies”;

8) determination of the deadline for accepting voting ballots and the mailing address to which ballots filled in by shareholders should be sent (in case of absentee voting);

9) determination of the procedure for informing shareholders about the General Meeting of Shareholders;

10) determination of the list of information (materials) provided to shareholders in preparation for the General Meeting of Shareholders, and the procedure for its provision;

11) preliminary approval of the annual report of the Company;

12) approval of the form and text of voting ballots;

13) placement by the Company of bonds and other equity securities, except for shares;

14) determination of the price (monetary value) of property, the price of placement and redemption of equity securities;

15) acquisition of shares, bonds and other securities placed by the Company in cases not related to a decrease in the authorized capital of the Company;

18) use of the reserve fund and other funds of the Company;

19) approval of internal documents of the Company governing corporate relations, with the exception of internal documents, the approval of which is within the competence of the General Meeting of Shareholders;

20) creation of branches and opening of representative offices of the Company;

21) making decisions on the approval of major transactions, the subject of which is property, the value of which ranges from 25% to 50% of the book value of the Company's assets. The decision on this issue is taken unanimously by all members of the Board of Directors (Supervisory Board) of the Company;

22) making decisions on approving transactions in the cases provided for by Article 83 of the Federal Law “On Joint Stock Companies”. The decision on this issue is taken by a majority of votes of the members of the Board of Directors (Supervisory Board) who are not interested in the transaction;

23) approval of the Registrar of the Company and the terms of the contract with him, as well as termination of the contract with him;

24) permission to combine the person performing the functions of the sole executive body of the Company in the management bodies of other organizations;

25) approval of the decision on the issue of securities, the prospectus of the Company's securities and the report on the results of the issue of securities;

26) making decisions on participation and termination of participation of the Company in other organizations, except for organizations, the decision on participation in which is made by the General Meeting of Shareholders in accordance with subparagraph 7 of paragraph 9.2 of this Charter;

27) submission to the General Meeting of Shareholders for approval of the issue of reorganization of the Company;

28) submitting to the General Meeting of Shareholders the issue of increasing the authorized capital of the Company by increasing the par value of shares or by placing additional shares;

29) submitting to the General Meeting of Shareholders the issue of splitting and consolidating shares;

30) submitting to the General Meeting of Shareholders for approval the issue of approving interested-party transactions;

31) submission to the General Meeting of Shareholders for approval of the issue of approval of major transactions;

32) submission to the General Meeting of Shareholders for approval of the issue of acquisition by the Company of placed shares;

33) submitting to the General Meeting of Shareholders the issue of participation in financial and industrial groups, associations and other unions of commercial organizations;

34) submitting to the General Meeting of Shareholders for approval the issue of approval of internal documents regulating the activities of the Company's bodies;

35) on the formation of a temporary sole executive body of the Company and on holding an extraordinary General Meeting of Shareholders to resolve the issue of early termination of the powers of the sole executive body of the Company or a managing organization (manager) and on the formation of a new executive body of the Company or on the transfer of powers of the sole executive body of the Company to a managing organization (to the manager). Decisions on this issue are made by a majority of ¾ votes of members of the Board of Directors (Supervisory Board) of the Company;

36) other issues provided for by the Civil Code of the Russian Federation, the Federal Law “On Joint Stock Companies” and this Charter.

10.16. Issues referred to the competence of the Board of Directors (Supervisory Board) of the Company may not be transferred for decision to the executive body of the Company.

10.17. Members of the Board of Directors (Supervisory Board) of the Company have the right to receive information about the activities of the Company and get acquainted with its accounting and other documentation, demand compensation for losses caused to the Company (Article 53.1 of the Civil Code of the Russian Federation), challenge transactions made by the Company on the grounds provided for by Article 174 of the Civil Code of the Russian Federation or the Federal Law "On Joint Stock Companies", and require the application of the consequences of their invalidity, as well as demand the application of the consequences of the invalidity of the Company's void transactions in the manner prescribed by paragraph 2 of Article 65.2 of the Civil Code of the Russian Federation.

1. 11. Sole executive body of the company

11.1. The management of the current activities of the Company is carried out by the sole executive body of the Company - [Director, General Director], which is accountable to the General Meeting of Shareholders and the Board of Directors (Supervisory Board) of the Company.

11.2. The election of the [Director, General Director] of the Company and the early termination of his powers are carried out by decision of the General Meeting of Shareholders.

11.3. The term of office of the sole executive body is ____________ year / years.

11.4. The competence of the [Director, General Director] includes all issues related to the management of the current activities of the Company, except for issues referred to the competence of the General Meeting of Shareholders and the Board of Directors (Supervisory Board) of the Company.

[Director, General Director] organizes the implementation of decisions of the General Meeting of Shareholders and the Board of Directors (Supervisory Board) of the Company.

[Director, General Director] acts on behalf of the Company without a power of attorney, including representing its interests, concludes transactions on behalf of the Company, approves staffs, issues orders and gives instructions that are binding on all employees of the Company.

11.5. A person acting as the sole executive body may combine positions in the management bodies of other organizations only with the consent of the Board of Directors (Supervisory Board) of the Company.

1. 12. Audit Commission of the Company

12.1. Control over the financial and economic activities of the Company (internal audit) is carried out by the Audit Commission of the Company.

12.2. The Internal Audit Commission of the Company is elected at the annual general meeting of shareholders for a period of one year, consisting of ___________________ persons.

12.3. Members of the Audit Commission of the Company may not simultaneously be members of the Board of Directors (Supervisory Board) of the Company, as well as hold other positions in the management bodies of the Company.

12.4. The audit (revision) of the financial and economic activities of the Company is carried out based on the results of the Company's activities for the year, as well as at any time at the initiative of the Audit Commission of the Company, a decision of the General Meeting of Shareholders, the Board of Directors (Supervisory Board) of the Company or at the request of the shareholder (shareholders) of the Company owning in aggregate not less than 10% of the Company's voting shares.

12.5. Based on the results of the audit of the financial and economic activities of the Company, the Audit Commission of the Company draws up a conclusion.

12.6. At the request of the Audit Commission of the Company, persons holding positions in the management bodies of the Company are obliged to submit documents on the financial and economic activities of the Company within 10 days from the date of submission of a written request.

12.7. The Company's Audit Commission has the right to demand the convocation of an extraordinary General Meeting of Shareholders.

1. 13. Company reserve fund

13.1. The Company creates a reserve fund in the amount of [enter the required]% of the authorized capital. The Company's reserve fund is formed by compulsory annual deductions in the amount of at least 5% of net profit until the established amount is reached.

13.2. The reserve fund of the Company is intended to cover its losses, as well as to redeem the bonds of the Company and redeem the shares of the Company in the absence of other funds. The reserve fund cannot be used for other purposes.

1. 14. Storage of company documents. Society information

14.1. The company is obliged to keep the following documents:

- agreement on the establishment of the Company;

- the Charter of the Company and the amendments and additions made to it, which are registered in accordance with the established procedure, the decision to establish the Company, the document on the state registration of the Company;

- documents confirming the rights of the Company to the property on its balance sheet;

- internal documents of the Company;

- regulations on the branch or representative office of the Company;

- annual reports;

- accounting documents;

- accounting documents;

- minutes of General Meetings of Shareholders (decisions of a shareholder who owns all voting shares of the Company), meetings of the Audit Commission of the Company, meetings of the Board of Directors (Supervisory Board) of the Company;

- reports of independent appraisers;

- lists of affiliated persons of the Company;

- lists of persons entitled to participate in the General Meeting of Shareholders and persons entitled to receive dividends, as well as other lists drawn up by the Company for shareholders to exercise their rights in accordance with the requirements of the Federal Law “On Joint Stock Companies”;

- conclusions of the Company's Auditing Commission, the Company's auditor, state and municipal financial control bodies;

- prospectuses of securities, quarterly reports of the issuer and other documents containing information subject to publication or disclosure in any other way in accordance with the Federal Law "On Joint Stock Companies" and other federal laws;

- notifications about the conclusion of corporate agreements (shareholder agreements) sent to the Company, as well as lists of persons who have entered into such agreements (agreements);

- judicial acts on disputes related to the establishment of the Company, its management or participation in it;

- other documents provided for by the Federal Law “On Joint Stock Companies”, this Charter, internal documents of the Company, decisions of the Company's management bodies, as well as documents provided for by legal acts of the Russian Federation.

14.2. The company stores documents at the location of its executive body in the manner and within the time limits established by law.

14.3. The company is obliged to provide shareholders with access to the documents provided for by this Charter. Shareholders (shareholder) holding in aggregate at least 25% of the voting shares of the Company have the right to access accounting documents.

14.4. The documents stipulated by clause 14.1 of this Charter must be provided by the Company within seven days from the date of submission of the relevant request for familiarization at the premises of the executive body of the Company. The Company is obliged, upon the request of persons entitled to access the said documents, to provide them with copies of the said documents. The fee charged by the Company for the provision of these copies may not exceed the cost of their production.

14.5. The Company is obliged to provide the shareholders of the Company with access to judicial acts available to it on a dispute related to the creation of the Company, its management or participation in it, including to rulings on the initiation of proceedings by an arbitration court in the case and acceptance of a statement of claim or statement, on changing the basis or the subject of a previously filed claim. Within three days from the date of the relevant request by the shareholder, the above documents must be provided by the Company for review at the premises of the executive body of the Company. At the request of a shareholder, the company is obliged to provide him with copies of these documents. The fee charged by the Company for the provision of such copies may not exceed the cost of their production.

14.6. The company is obliged to disclose:

- annual report;

- annual financial statements;

- Charter and other internal documents of the Company regulating the activities of its bodies;

- information about affiliated persons;

- prospectus of the company's securities in cases stipulated by the legal acts of the Russian Federation;

- notice of holding a general meeting of shareholders in the manner prescribed by the Federal Law on Joint Stock Companies;

- other information determined by the Bank of Russia.

14.7. In the event of a public offering of bonds or other securities, the Company shall carry out mandatory disclosure of information in the amount and procedure established by the federal executive body for the securities market.

14.8. The company is obliged to keep records of its affiliates and submit reports on them in accordance with the requirements of the legislation of the Russian Federation.

1. 15. Reorganization and liquidation of the Company

15.1. The company can be voluntarily reorganized by decision of the General Meeting of Shareholders.

Other grounds and procedure for the reorganization of the Company are determined by the Civil Code of the Russian Federation and other federal laws.

15.2. The reorganization of the Company can be carried out in the form of a merger, acquisition, division, separation and transformation into another organizational and legal form, as well as with a simultaneous combination of various forms of reorganization.

15.3. The company is considered reorganized, with the exception of cases of reorganization in the form of merger, from the moment of state registration of the newly emerged legal entities.

In the event of the reorganization of the Company in the form of a merger with another company, the first of them shall be considered reorganized from the moment an entry is made in the unified state register of legal entities on the termination of the merged company.

15.4. The Company may be liquidated voluntarily in the manner prescribed by clause 2 of Article 61 of the Civil Code of the Russian Federation, taking into account the requirements of the Federal Law "On Joint Stock Companies" and this Charter. The company can be liquidated by a court decision on the grounds stipulated by the Civil Code of the Russian Federation.

The liquidation of the Company entails its termination without transfer of rights and obligations in the order of succession to other persons.

15.5. The liquidation of the Company is considered completed, and the Company - ceased to exist from the moment the state registration authority makes a corresponding entry in the unified state register of legal entities.

CHARTER _________________________________________________________________ (full company name of the joint stock company) I. General provisions 1. __________________________________________________________ (full company name of the joint stock company) (hereinafter JSC) is an open joint stock company. 2. AO was created on the basis of a voluntary agreement of legal entities and individuals (including foreign ones), who pooled their funds by issuing shares, in order to: facilitate the fullest satisfaction of the needs of society, the national economy in its products, works and services; expanding competition and overcoming sectoral regional monopoly; realization of the social and economic interests of founders, shareholders and members of the labor collective on the basis of the received profit. 3. Full name of JSC: ___________________________________ Abbreviated name of JSC: _________________________________ 4. This Charter was developed on the basis of ___________________ (normative _________________________________________________________________ acts on joint-stock companies operating in this territory), taking into account ________________________________________________________ (main normative acts of a general nature: on enterprises _________________________________________________________________ entrepreneurial activity, property , taxation _________________________________________, etc., in force in this territory) legislation ________________________________________________ (name of the state) 5. JSC is a legal entity: it owns and on the basis of other property rights, separate property; has and can, in its own name, acquire and alienate property and personal non-property rights; bears responsibilities, is responsible for its obligations with its property; acts on his own behalf in court, arbitration court and arbitration court; has an independent balance. It has the right to independently carry out any types of activities that do not contradict the current legislation _________________________________________________________________ (name of the state) JSC acts on the basis of its constituent documents and in accordance with the legislation of _________________________________ (name of the state) It acquires the rights of a legal entity from the moment of its state registration. 6. Shareholders of a JSC may be individuals and legal entities (including foreign ones) who recognize its Charter, are interested in the implementation of its goals, fulfill the obligations of its members and have acquired at least one share of this JSC in the manner prescribed by law. Legal entities retain their independence. 7. JSC is the owner of: property transferred to it by the participants; products manufactured by JSC as a result of economic activities; received income, as well as other property acquired by him on other grounds permitted by law. 8. A JSC may be a member of another company, organization, union or movement. A JSC has the right to create branches and representative offices in the territory of _____________________________ (name of the state, _________________________________ and abroad, where the joint-stock company is established) in the manner specified in the Charter and not contradicting the current legislation. A JSC, in the manner established by the legislation ________________ (name ________________, has the right to independently (or through the state) intermediaries) conduct foreign economic activities. 9. JSC has other rights and bears other obligations in accordance with the legislation ________________________________ (name of the state) 10. Disputes of the JSC with domestic and foreign legal entities and individuals are considered in accordance with the legislation of _______________________ by the court, arbitration court, (name of the state) by the arbitration court or others authorities, unless otherwise provided in the contract. Disputes between a JSC and its shareholders are considered in accordance with the legislation of _______________ (name ____________________ by a court, arbitration court, arbitration court or state) by other bodies. 11. The JSC has settlement and other accounts with banks, including foreign currency. JSC has a registered trademark, a round seal with its name and trademark, the corner there. 12. Location of JSC: _______________________________________ II. Subject and principles of activity of JSC 13. JSC independently and for its own, on behalf and at the expense of shareholders, on behalf of and at the expense of customers, based on real consumer demand and concluded contracts, carries out the following types on the territory of __________________________ and abroad (name of the state) activities: _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ and also carries out other work and provides other services corresponding to its ____________________ nature and not (specialization) contrary to the current legislation ____________________ (name of state) 14. To achieve the set goals and resolve the tasks, the JSC carries out all civil transactions not prohibited by law, performs transactions with property and securities, as well as other legally significant actions. 15. AO operates on the principles of full cost accounting and self-financing. A joint-stock company independently, in an established manner that does not contradict the legislation, solves the issues of making economic decisions, planning, supply, sales, setting prices, determines the forms of management, forms, systems and amounts of remuneration, and distributes net profit. 16. JSC is not responsible for the obligations of the state and its shareholders, just as the state and shareholders are not responsible for the obligations of the JSC. 17. JSC strictly observes the laws ______________________________ (name of the state) The activities of the JSC should not violate the normal conditions of functioning of other legal entities and worsen the living conditions of people. It bears full responsibility for the observance of the rights and legitimate interests of citizens, society, legal entities, the state, for the fulfillment of its obligations. 18. JSC carries out foreign economic activity on the basis of currency self-sufficiency and self-financing in accordance with the legislation _________________________ and this Charter. (name of the state) The JSC builds its economic relations with foreign legal entities and individuals on the principles of mutual benefit and equality. AO can also participate in international social and cultural relations. III. Founders of JSC 19. Founders of JSC are: ________________________________ (full name / name /, __________________________________________________________________ legal address / location, place of residence /, citizenship, __________________________________________________________________ passport data) __________________________________________________________________ __________________________________________________________________ (hereinafter "founders"). 20. The founders reserve _____% of shares, _______% of which are acquired on preferential terms for _________________ their (share) of the par value. They also have the right, with an increase in the authorized capital, for preemptive and priority purchase of shares, but not more than ________% at all. Founders are eligible for priority ___________ (share) seats on the Board of Directors. The founders have the right mainly, including on preferential terms, to use the services provided by the JSC, both legal entities and individuals included in it. Benefits provided to founders are approved at the founding meeting of the JSC. 21. The founders undertake the implementation at their own expense of the creation and registration of JSC. If one of the founders does not have his own funds, he turns to any other and he is obliged to provide him with an interest-free loan. Subsequently, these costs are included in the operating expenses of the JSC and are compensated by them to the founders. Transactions made by the founders before the registration of the JSC are recognized as concluded with the company, subject to their approval by the constituent meeting of the JSC. In case of disapproval of the transaction, the responsibility for it is borne by the founder who made it. 22. When organizing a subscription to shares, the founders are obliged to make a preliminary contribution in the amount of not less than ________% of the par value of the shares they intend to purchase. Before the day of the convocation of the constituent assembly, the founders are required to pay, taking into account the advance payment, at least _________% of the nominal value. If the founders fail to fulfill the obligation to make their contribution in full, they are subject to the general sanctions for all shareholders, except that if the founder is expelled from the JSC, his preliminary contribution and the part of the profit due to him remain in favor of the JSC. Only the property transferred by the founder for use (in kind without remuneration) is returned. 23. The founders are jointly and severally liable to the subscribers to the shares and to third parties in accordance with the agreements concluded with them and the current legislation. In order to ensure the observance of the interests of other shareholders and the stability of the JSC, the founders do not have the right to withdraw from it within __________________. During the next year, it is not allowed (term) the simultaneous disposal of their shares in full at once by several founders. If there are several applicants, a sequence is established that is inversely proportional to the size of the share (share value) of the founder (the founder is satisfied first with the minimum size of the contribution, etc. in ascending order). The interval between the satisfaction of such applications should not be less than 6 months. IV. Property, funds, profit of JSC 24. JSC is the owner of: property transferred to it by shareholders; products manufactured by JSC as a result of economic activities; income received, as well as other property acquired by him on other grounds allowed by law. The property of the JSC consists of fixed assets and working capital, as well as other values, the value of which is reflected in the JSC's own balance sheet. 25. The sources of formation of the JSC property are: contributions of shareholders; income received from the sale of products, works, services, as well as other types of economic activity; income from securities; loans from banks and other lenders; gratuitous, charitable contributions, donations of domestic and foreign legal entities and individuals; 26. A JSC can combine part of its property with the property of other individuals and legal entities, including through the organization of joint ventures. When a JSC merges its property in full with the property of another legal entity, a merger, takeover or reorganization of the JSC takes place, in connection with which all issues are resolved according to the rules of JSC reorganization. 27. AO can transfer part of its property to its subsidiaries, branches and representative offices. 28. The property of a joint-stock company may be seized only by a decision of a competent court, an arbitration court or other competent state body that has entered into legal force. Statutory fund 29. To ensure the activities of a JSC by making contributions by participants (shareholders), a statutory fund is formed in the amount of _________ thousand rubles. 30. Contributions to the statutory fund are made in cash, property and property rights. The value of the contribution made by property or property rights is determined by a joint decision of the JSC participants. The risk of accidental loss or damage to property transferred to the use of the JSC is borne by the participant who transferred this property, except for those cases when the malicious intent of the JSC, shareholders or third parties is proven. The participant who has provided the JSC with property or property rights on the right of use, if he has agreed in advance the term of use, can, after this period, withdraw his contribution and leave the JSC, extend the term of using the JSC property benefits or replace his contribution with an equivalent value. In all cases, the participant is obliged to notify the board of the JSC about his decision six months before the expiration date. In the second and third cases, the JSC, through its bodies, decides whether or not to accept the proposed conditions. The original owners of shares issued in exchange for a contribution in the form of intellectual property can alienate them only after the real economic efficiency of their intellectual contribution has been proved to the general meeting of shareholders. 31. Within 30 days after the registration of the JSC, at least 50% of the authorized capital must be paid. During the first year of activity of the JSC, the second half of the authorized capital must be paid. Persons participating in the subscription to shares must make an advance payment to the founders' account of at least 10% of the par value of the shares to which they subscribe, after which the founders issue them a written commitment to sell the corresponding number of shares. Before the day of the convocation of the constituent assembly, the persons who subscribed to the shares must pay, taking into account the advance payment, at least 30% of the par value of the share. In support of the contribution, the founders issue them temporary certificates. Buildings, structures, premises, land , other property and property rights in respect of which the right to use is transferred are assigned to the JSC within one month from the date of signing the constituent documents. Not later than a year from the date of registration of the JSC, each of the participants is obliged to make their full contribution. In case of failure to fulfill this obligation within the specified period: "frozen" and remains in storage with the JSC due to the shareholder based on the results of the JSC's work for a certain period, the share of net profit (dividend), but not to the par value of the share, but to its paid part; for its storage, 5% per annum is collected from the shareholder in favor of the joint-stock company; for the time of delay, the shareholder pays 10% per annum from the underpaid amount; until the full contribution is made and the above sums are paid, the debtor takes part in the management of the JSC only with the right of an advisory vote; if the shareholder fails to make his contribution in full within the next 6 months, he is excluded from the JSC on the basis of the decision of the Board of the JSC; unpaid shares are sold by JSCs as not related by subscription; the preliminary contribution is returned to the shareholder minus the above amounts, the amounts to cover possible material damage to the JSC, losses, as well as 7% per annum of the value of the shares to which the person subscribed, as compensation for the moral damage of the JSC; the excluded participant is paid the part of the profit received by the JSC until the moment of its exclusion; payment is made after the approval of the report for the year in which it was excluded from the JSC, and within 12 months from the date of exclusion; property transferred by the JSC participant only for use is returned in kind without remuneration. If there is a requirement for shareholders to contribute the unpaid part of shares by the Board of Directors of the JSC, it must be fulfilled within 15 days with a corresponding reduction in the above terms. 32. Before the opening of the current account of the JSC, the funds contributed to the authorized capital are paid to the current account ________________________ (full name __________________________________________________________________ / name / person, location, bank details or __________________________________________________________________ data of the temporary current account) Until the JSC has an independent balance, property contributions to the established the fund is recorded on the balance sheet _______________ (full name __________________________________________________________________ of the legal entity, its legal address, bank details) 33. The authorized fund is divided into ______________ shares as follows (number): _________________________ _____________________________________ (number of shares) (par value of one share) rub. _________________________ _____________________________________ _________________________ _____________________________________ Of which _____% of shares are ordinary, _____% are preferred with dividends of ________% to their par value. 34. A JSC, by decision of its supreme body, may increase or decrease the size of the authorized capital. The decision is made by ____________ votes. It comes into force from the moment of its adoption by the general meeting, subject to notification in the prescribed manner to the Ministry of Finance _____________________________ and (name of the state) of the state registration of the mandatory changes to the Charter of the joint-stock company in connection with the increase or decrease in the authorized capital. 35. A JSC has the right to increase the authorized capital if all previously issued shares are fully paid, except for those cases when the increase in the authorized capital is made by transferring property in kind. The main reason for increasing the authorized capital is the expansion of the JSC's activities. The increase in the authorized capital is carried out by issuing new shares, or by increasing the par value of shares, or by crediting the value of property in kind to the authorized fund, which was not previously included in it, or by exchanging bonds for shares. The issue of shares to cover losses related to the economic activities of the JSC is prohibited. The notice on the forthcoming convocation of the general meeting of shareholders to resolve the issue of increasing the authorized capital must contain: motives, method and minimum amount of increasing the authorized capital; a draft amendment to the charter of a JSC associated with an increase in the authorized capital; the number of additionally issued shares, their categories, par and total value; shareholders' rights for additionally issued shares; the fate of previously issued shares; start and end date of subscription to additionally issued shares; other information necessary to resolve the issue of increasing the authorized capital. Subscription for additionally issued shares is made according to the general procedure. Shareholders enjoy the preemptive right to purchase additionally issued shares. 36. The decision to reduce the authorized capital of a JSC is made in exceptional cases in the same manner as to increase it. The reduction of the authorized capital is carried out by reducing the number of shares, or by reducing the par value of shares, or by redeeming part of the shares from their holders in order to cancel them, or by transferring property in kind, which was previously included in it, free of charge or for an unequal payment. After ______ months from the date of bringing to the notice of all shareholders of the JSC's decision to reduce the size of the authorized fund, the shares not submitted for cancellation are invalidated. The payments due to them to shareholders are paid on the basis of the date of the decision to reduce the size of the authorized capital; payment is made after approval of the report for the year in which this decision was made, and within 12 months from the date of its adoption. If there are objections from the JSC's creditors, a decrease in its authorized capital is not allowed. Reserve fund 37. A reserve (insurance) fund in the amount of _______% of the authorized fund is created in the JSC to cover losses on operations identified on its annual balance sheet, to replenish the authorized fund, as well as for other purposes established by the general meeting of shareholders. Its formation is carried out by annual deductions of 5% of the amount of net profit until the specified amount is reached. If, after reaching this amount, the reserve fund turns out to be spent in full or in part, contributions to it are renewed until its full size is restored. Other funds 38. The procedure for creation, composition, purpose, size, sources of education and the procedure for using other funds are determined by the supreme body of the JSC when approving the annual report in accordance with the current legislation and this Charter. Funds are owned by the JSC. A wage fund, a fund for production and social development are compulsorily formed. If necessary, by decision of the general meeting of shareholders, depreciation deductions sent to the industrial and social development fund or to an independent (depreciation) fund can be used to restore fixed assets on the balance sheet of shareholders, primarily founders (buildings, premises, etc.) ). Shares 39. A JSC issues shares in the amount of its authorized capital. By the time the JSC was established, its authorized fund was divided into ________________ (number) of shares as follows: _______________________ ________________________________________ (number of shares) (par value of one share) rubles. _______________________ ________________________________________ _______________________ ________________________________________ Of which _____% of shares are ordinary, ______% are preferred with dividends of _____% to their par value. An additional issue of shares of a JSC is possible on the conditions and in the manner provided for by the current legislation and this Charter (Article 35). 40. The share gives the shareholder the right to participate in the profits of the JSC and in the distribution of the remaining property during the liquidation of the JSC, as well as to participate in the management of the JSC. An ordinary share gives 1 vote when resolving issues at the general meeting of shareholders and participates in the distribution of net profit after replenishment of reserves and payment of dividends on preferred shares. The preference share does not give voting rights, but generates a fixed income in the amount indicated above and has priority over ordinary shares in the distribution of profits and the liquidation of the JSC in the manner determined by the general meeting of shareholders. Shares are indivisible. In cases where the same share belongs to several persons, all of them in relation to the JSC are recognized as one shareholder and exercise their rights by agreement between them through one of them or through a common representative. The co-owners of the share are jointly and severally liable for the obligations of the shareholders. 41. Shares are purchased by shareholders: by purchase; in the form of a bonus; as a gift; by way of inheritance and other legal succession; in other ways provided by law. Initially, shares of JSC are distributed by open subscription to them among individuals and legal entities (including foreign ones), and the shares can be sold directly and (or) through banks. 42. Shares are paid for by shareholders in cash, securities, by providing the JSC with property, property or personal non-property rights (by decision of the general meeting of shareholders). Regardless of the form of the contribution made, the value of shares is expressed in rubles. Shares are issued only after full payment of their value. Prior to that, the following are issued: a written obligation of the founders of the JSC to sell the corresponding number of shares - after a preliminary payment of at least 10% of the par value of the shares to which they subscribe; temporary certificate - after a contribution of at least 30% of the par value of the shares to which they subscribed, carried out before the day of the convocation of the constituent assembly, and documents subject to a phased exchange (obligation for a certificate, certificate for shares). 43. Each share of JSC contains the following details: company name of JSC and its location; name of the security "Share", its serial number; date of issue of the share; type of action; par value of a share; holder's name (for a registered share); the size of the authorized capital of the JSC on the day of the issue of shares; the number of issued shares on the day of issue; the term for the payment of dividends; signature of the chairman of the board of JSC. 44. In case of full payment for the shares subscribed to by the person, he may be issued a certificate free of charge - a security, which is evidence of the ownership of the person named in it with a certain number of shares of the JSC, for the total par value of which it was issued. Additional certificates are issued for a fee set by the board of directors. The certificate has the following details: number; number of shares; par value; the name of the issuer; issuer status; category of the promotion; name (name) of the owner; the dividend (preferred share) rate; signatures of two responsible persons of the company; society stamp; conditions of circulation; name and location of the company and the registrar of securities; name of the bank or agent (overleaf). The transfer of a certificate from one person to another when registering an operation in the manner prescribed by law means the completion of the transaction and the transfer of ownership. The lost certificate is renewed for a fee set by the board of directors. 45. The share of shares held by one shareholder cannot exceed ______% of the total number of shares. AO does not pay dividends on shares held by one shareholder in excess of the specified size. 46. \u200b\u200b________________________________________________ (if necessary, the procedure for the movement of shares and its registration is indicated). 47. A purchase and sale transaction of shares is drawn up by filling out a form in the prescribed form with signatures of the parties and intermediaries, if any. The final settlement of the transaction, the transfer of securities or the issuance of new certificates are certified within 10 working days. 48. The unplaced shares of the JSC are at the disposal of the Board of Directors of the JSC. After the expiry of the repurchase period for the shares for which the subscription was made, and additionally provided in accordance with the Charter, the shares are sold by the JSC independently, as not related to the subscription. AO can buy back its shares from shareholders. If the redemption was not carried out for the purpose of their cancellation, then within one year the redeemed shares must be sold. 49. In case of loss of a registered share, the JSC issues a new registered share (its duplicate) in the manner and on the terms established by the board of the JSC. In case of loss of a bearer share, its restoration is carried out in the manner determined by the civil procedure legislation _________________________ to restore (name of the state) the right to lost bearer documents. 50. The shares issued by the JSC are provided with all of its property. When a JSC is reorganized, all obligations under the issued shares are transferred to its successors. Bonds 51. A joint-stock company has the right to issue bonds for the purpose of attracting additional funds and distribute them between individuals and legal entities. Bonds are issued only after full payment for all issued shares for an amount not exceeding _______% of the authorized capital and for a period of ___________. The issue of bonds for the formation and replenishment of the authorized capital of a JSC is not allowed. 52. The bond gives the right to reimburse the owner of its par value within the period specified in it, to receive the interest specified in it annually, to preferential satisfaction of their claims upon liquidation of the JSC. The bonds do not give the right to participate in the management of the JSC. Bonds can be registered and bearer. 53. The decision to issue bonds is taken by the board of the JSC. The issue, registration and circulation of bonds are regulated by special legislation. Bonds can be sold by JSCs and their holders directly or through banks. 54. Each bond of JSC contains the following details: company name of JSC and its location; name of the security "Bond", its serial number; the date of the bond issue; the par value of the bond; holder's name (for a registered bond); total loan amount; maturity; interest rate, conditions and procedure for payment of interest; signature of the chairman of the board of the JSC. 55. In case of non-fulfillment or untimely fulfillment by the JSC of the obligation to repay the amount specified in the bond and to pay interest, collection is made compulsorily on the basis of a notarial note, performed in accordance with the procedure established by the legislation ______________________________________. (name of the state) 56. In case of loss of a registered bond of the JSC, a new registered bond (its duplicate) is issued for a fee in the manner and on the terms established by the board of the JSC. In the event of loss of a bearer bond, its restoration is carried out in the manner determined by the civil procedure legislation _____________________________________. (name of state) to restore the right to lost bearer documents. 57. JSC may use other securities. Profit 58. AO profit is the main source of industrial and social development of AO, labor remuneration. It is owned by the joint-stock company, it is used independently and cannot be seized. 59. From the profit, settlements are made with the budget in the manner and at the rates established by the current legislation, with creditors, the funds of JSC are formed and replenished, and other payments are made. The net profit generated in accordance with the established procedure is distributed by the decision of the Board of Directors among the shareholders in the form of dividends. Dividends 60. A dividend is a part of the company's net profit, distributed among shareholders in proportion to the number of shares they own. 61. Dividends are paid once a year. The size of the dividend per one ordinary share is determined by the general meeting of shareholders at the suggestion of the directors of the joint-stock company, it cannot be more than the one recommended by them, but can be reduced by the meeting. JSC announces the size of the dividend excluding taxes. A fixed dividend on preferred shares is set upon issue. 62. Shares purchased not later than 30 days before the officially announced date of dividend are entitled to dividend. No dividend is paid on shares that have not been issued into circulation. 63. The procedure and terms for the payment of dividends are established by the Board of Directors in accordance with the current legislation, are negotiated when issuing securities and are stated on the reverse side of the share or certificate. Dividends can be paid in shares (capitalization of profits), bonds and commodities. It is paid by check, payment order or postal order as agreed with the shareholder or by decision of the Board of Directors (if it is impossible to agree on this issue) with the attribution of organizational costs to the shareholder's account. AO acts as a tax collection agent for the state and pays dividends to shareholders after deducting related taxes. Interest is not accrued on unpaid and not received dividends. Options 64. JSC grants founders the right to buy a certain number of shares on preferential terms (option): no more than ________% of shares in all for _______________ of their par value. These (share) shares and dividends are subject to the relevant provisions of the Articles of Association on shares and dividends. 65. A JSC, by decision of the general meeting of shareholders, may grant its employees the right to buy a certain number of shares on preferential terms (option). 66. A JSC, by decision of the general meeting of shareholders, may allocate a certain percentage of profits after taxes for distribution among employees, including in the form of cash or shares. 67. AO is responsible for its obligations with all of its property. V. Rights and obligations of shareholders 68. Shareholders have the right: a) to participate in the management of the JSC; b) receive part of the profit (dividends) from the activities of the JSC; c) receive information about the activities of the JSC, including familiarization with accounting and reporting data and other documentation at their request and with the consent of the Board of Directors; d) use the specialized services of the JSC on preferential terms: pay for them in the amount of ____% and be served out of turn, as well as other rights arising from the above rights. 69. Shareholders are obliged: a) to comply with the provisions of the constituent documents; b b) make contributions in the manner, amount and methods provided by the constituent documents; c) execute decisions of the JSC management bodies; d) not to disclose confidential information about the activities of the JSC; e) if necessary, render assistance to the JSC in the implementation of its activities and help each other, and bear other obligations arising from the above. 70. Shareholders may have other rights, bear and other obligations stipulated by this Charter, legislation _______________________. (name of state) Shareholders can exercise their rights both independently and through representatives. Shareholders can assign their responsibilities to other persons only with the consent of the general meeting of shareholders 71. Shareholders incur losses associated with the activities of JSCs, within the value of their shares. Shareholders are not responsible for the obligations of the JSC, which is also not responsible for their obligations. Losses caused by shareholders of the JSC to other legal entities and individuals by actions not related to the activities of the JSC or related to it, but for which the JSC did not authorize them, shall be reimbursed in the general procedure. 72. Shareholders do not have the right to demand from the JSC the return of their contributions, except for the cases stipulated by the legislation or the Articles of Association of the JSC. 73. A shareholder has the right to apply to an arbitration court or court with a statement to invalidate the decision of the general meeting of shareholders made in violation of the law or constituent documents, provided that such a decision was made in the absence of the shareholder (his representative), or he (or his representative) was deliberately misled about the substance of the issue and (or) the decision, or remained in the minority when making the decision. 74. A shareholder who systematically fails to fulfill or improperly fulfills his duties, violates the rights and legitimate interests of the JSC or interferes with the achievement of the objectives of the JSC, may be expelled from the JSC by decision of the general meeting of shareholders. In this case, the shareholder (his representative) does not participate in the voting. When a shareholder is expelled from a JSC, the consequences provided for by Article 31 of this Charter occur. 75. A shareholder can freely withdraw from a JSC, except for the cases provided for in the Charter and legislation. Vi. Management of JSC Shareholders Meeting 76. The supreme governing body of JSC is the general meeting of shareholders, which consists of shareholders and / or their appointed representatives. 77. The exclusive competence of the general meeting of shareholders includes: 1) approval and amendment of the Articles of Association of JSC; 2) determination of the main directions of activity of the JSC, approval of its plans and reports; 3) solving issues on the size of the authorized capital, including on its increase and decrease; 4) approval of the assessment of contributions made by property or property rights, terms and procedure for making contributions; 5) approval of transactions made by founders prior to registration of a joint-stock company, and approval of benefits provided to founders: 6) the procedure for the creation, composition, purpose, size, sources of formation and the procedure for using the funds of a joint-stock company; 7) consolidation of the property of JSC (in part or in full) with the property of other individuals and legal entities; 8) determination of the forms of management of the JSC activities, election of the Board of Directors, appointment of the general (executive) director (president) of the JSC, election of the audit commission; 9) approval of the rules of procedure and other internal documents of the JSC, determination of the organizational structure of the JSC; 10) creation and liquidation of subsidiaries, branches and representative offices of JSC; 11) approval of heads of divisions of JSC; 12) approval of the terms of remuneration of officials of the JSC, its branches and its representative offices; 13) approval of the annual results of the activities of the JSC (including its branches), reports and conclusions of the auditing commission, the procedure for distribution of profits, as well as determination of the amount of dividend on ordinary shares and the procedure for covering losses; 14) granting options; 15) making decisions on holding the officials of the JSC to property liability; 16) exclusion of shareholders; 17) reorganization and liquidation of JSC. 78. General meetings of shareholders can be ordinary and extraordinary (extraordinary). Regular meetings are convened at least once a year. More than 15 months cannot elapse between annual general meetings. The first general meeting at which the Charter is approved is not included in the unified work scheme of the supreme body of the JSC. 79. All meetings other than the annual one are extraordinary (extraordinary). Extraordinary meetings are convened at the request of the Board of Directors of a JSC, the Audit Commission, a group of shareholders with at least ______% of votes, as well as in other cases when the interests of the JSC as a whole require it. 80. A written notice of convocation of the general meeting is sent to the shareholder no later than 30 days before the date of its holding by registered mail to the address indicated in the share registration book (for holders of registered shares) and is published in the form of an advertisement in the newspaper determined at the first meeting (constituent conferences). The JSC is not responsible if it was not informed by the shareholder about the change of its location (place of residence). The notice of calling the meeting must contain the date, place of the meeting, and the agenda. Any of the shareholders has the right to submit their proposals on the agenda of the general meeting, but no later than 15 days before its convocation. Within the same period, shareholders holding in aggregate at least ________% of the votes may demand the inclusion of any issues on the agenda. If the shareholders make changes and additions to the agenda, then no later than 10 days before the start of the meeting, the final agenda is announced in the above way. 81. The meeting is competent if at least half of the shareholders or their legal representatives are present (according to the number of votes). The first meeting (constituent conference) is competent in the presence of all founders or their representatives. If a quorum is not collected within 30 minutes, then the meeting is postponed until the deadline established by the chairperson (no more than 30 days). A repeated meeting is considered valid with any number of shareholders present. By decision of a meeting that has a quorum, it can be suspended for up to 30 days. At the resumed meeting, only issues on the original agenda can be decided. 82. A shareholder may participate in the work of the general meeting directly or delegate his powers to participate in the management of the JSC's affairs to the Board of Directors, another shareholder or his representative who is not a shareholder. To transfer powers, a shareholder is obliged to provide a duly certified power of attorney to the person elected by him. In the absence of such a power of attorney, the shareholder is considered not to participate in the meeting. 83. Before the start of the general meeting, shareholders are obliged to submit to the board of directors documents confirming their rights. The Management Board introduces the shareholder into the general list with an indication of the number of votes assigned to it. The Audit Commission checks the list drawn up by the Board and reports the results of the audit to the general meeting of shareholders. 84. Shareholders have a number of votes proportional to the number of shares they hold. Issues at the meeting are decided by voting. To conduct a vote, the secretary of the Board of Directors of a JSC prepares nominal voting ballots indicating the name (name) of the shareholder, the number of votes belonging to him, and possible voting options. In case of secret voting, which is carried out at the request of at least one shareholder with the right to vote attending the meeting, the spine with the name (name) of the shareholder remains on the board with a note that the shareholder has received the ballot. The presiding officer shall vote only by means of a personal ballot. In case of equality of votes, his vote is decisive. 85. On the issues specified in article 77 in subparagraphs 1, 3, 8, 17 of this Charter, decisions are made by a majority of 3/4 of the votes of the shareholders present at the meeting. The decision to establish a JSC is taken unanimously. On all other issues, decisions are made by a simple majority of votes of the shareholders present at the meeting. 86. The meeting is chaired by the Chairman of the Board of Directors or his deputy. In their absence, one of the directors shall preside at the choice of the members of the Board of Directors. If there are no directors, the meeting elects a chairman from among the shareholders. At the first meeting (constituent conference), the chairman is elected from among the founders. The Chairman of the meeting instructs the Secretary of the Board of Directors to keep minutes. The minutes book must be presented to shareholders at any time. At their request, certified extracts from the book of minutes are issued. 87. The General Meeting of Shareholders has the right to delegate the resolution of issues within its competence (except for issues within its exclusive competence) to the Board of Directors or the Board of the JSC. Board of Directors 88. In the intervals between general meetings of shareholders, the supreme governing body of the JSC's activities is the Board of Directors. The board of directors decides on all issues related to the activities of the JSC, except for those that fall within the exclusive competence of the general meeting of shareholders. The number of directors is determined by the general meeting of shareholders and must be odd. Founders are entitled to first priority _____________ (share) seats on the Board of Directors. 89. Directors are elected for two years and can be re-elected an unlimited number of times. For election at the meeting, directors with expiring terms of office, persons nominated by directors or shareholders may be proposed. The intention to nominate a candidate for the post of director shall be reported in writing to the Board of Directors of the company not later than a week before the meeting, simultaneously with the candidate's signed consent to run for office. The meeting cannot dismiss the director before the expiration of his term. Between meetings, the Board of Directors may appoint a director to fill the vacancy. Before the next annual meeting, he resigns from himself, but can be re-elected. 90. The directors elect the chairman of the Board of Directors and one or more deputies for two years. The Chairman of the Council or his deputy chair the meetings of the Council. If they are absent, the members of the Board of Directors elect the chairman from among the directors present. A meeting of the Board of Directors is convened by its chairman or any two directors. The Board of Directors meets as needed, but at least once a month. 91. AO directors make decisions and organize work at their own discretion. The quorum is the presence of 2/3 of the members of the Board of Directors. In case of equality of votes, the vote of the presiding judge is decisive. The directors appoint the secretary of the Board, who ensures the keeping of minutes of general meetings of shareholders and meetings of the Board of Directors. 92. The board of directors may, if necessary, create committees from among its members and other employees of the company to resolve specific issues. 93. The amount of remuneration and compensation during the term of office of the members of the Board of Directors is established by the general meeting of shareholders. Management Board of JSC 94. From among the directors, the meeting appoints the general (executive) director (president) of the company. Upon the recommendation of the general (executive) director (president) of the company, the Board of Directors approves the composition of the company's management board, consisting of the company's executive directors and managers - heads of the company's main divisions; the Management Board is the company's executive body. The CEO presides over the board meetings. In the period between general meetings of shareholders and meetings of the Board of Directors, the board manages the current activities of the JSC. 95. The General Director has the right to act on behalf of the company without a power of attorney. Other members of the management board act within the competence determined by the Articles of Association or the decision of the general meeting of shareholders. 96. Board meetings are held as required. The CEO organizes the minutes of the board meetings. The minutes book must be made available to shareholders at any time. Audit Commission 97. From among the shareholders, the general meeting elects the control body of the JSC - the Audit Commission in the number of ________ persons. Members of the audit committee cannot be executive directors of a JSC. The term of office of the Audit Commission is determined by the general meeting of shareholders and is ________ months. It is possible to extend the term of office of the full audit commission or its individual members. 98. The Audit Commission carries out internal audit of the JSC - verification and confirmation of annual financial activities, checks the compilation of the list of shareholders participating in the general meeting by the board, and also performs other functions. The procedure for the activity of the audit commission is approved by the general meeting of shareholders. If necessary, with the permission of the Board of Directors, external experts may be involved in the activities of the Auditing Commission. 99. The audit is carried out by the audit commission on behalf of the general meeting, on its own initiative or at the request of shareholders owning in aggregate more than 10% of shares. The members of the audit commission have the right to demand from the officials of the JSC to provide all required documents and personal explanations. The Audit Commission submits the results of inspections to the general meeting of shareholders. 100. Members of the Audit Commission are obliged to demand the convocation of an extraordinary meeting of shareholders if there is a serious threat to the interests of the JSC. 101. The general meeting of shareholders may decide on the development of regulations on the management bodies of the JSC. Vii. Subsidiaries, branches and representative offices of AO 102. AO has the right to create subsidiaries, the state where the AO was created, branches and representative offices in the territory of ________________________ (name _____________________________ and abroad) in a manner that does not contradict the current legislation. 103. Subsidiaries of JSC are legal entities, are endowed with fixed and circulating assets at the expense of the property of the JSC, act on the basis of charters or regulations approved by the JSC under the leadership of persons appointed by the JSC. 104. Branches and representative offices are not legal entities, they are endowed with fixed and circulating assets at the expense of the property of the JSC, which are recorded on their separate balance sheet and the independent balance sheet of the JSC, act on the basis of the provisions approved by the O under the leadership of the persons appointed by the JSC (who act on the basis of a power of attorney received from JSC) and on behalf of JSC. VIII. Accounting, reporting and control 105. JSC maintains operational, accounting and statistical accounting and reporting in accordance with the legislation ___________________ (name ___________________ order, is responsible for its state) reliability. 106. The financial reporting period is set at one year. The first financial reporting period starts from the day of registration of the JSC and ends on the last day of the current year. The annual balance sheet, profit and loss statement must be drawn up within the first month after the end of the accounting year and by the end of March of the following year must be approved by the general meeting of shareholders. 107. Control, verification and audit of financial and economic activities of JSC are carried out in accordance with the procedure established by the general meeting by the accounting department, the audit commission, audit services, financial authorities, and, if necessary, also by other management bodies of JSC and other state bodies within their competence. The financial activity of a JSC is accountable and controlled by state financial bodies only in terms of mandatory payments provided for by legislation ______________________ (name of the state) A JSC has the right not to provide state and other bodies with information containing commercial secrets by the decision of the general meeting of shareholders. 108. AO conducts an audit of its financial and economic activities at least once a year, and extraordinary audits - at the request of a group of shareholders who own at least 10% of the votes, and in other cases recognized as necessary by the general meeting of shareholders. Revisions and checks should not interfere with the normal operation of the JSC. IX. Termination of the activities of the JSC 109. The activities of the JSC are terminated: a) upon the expiration of the period for which it was created, or upon reaching the goal set during its creation; b) if the need for his further work has disappeared; c) in the absence of positive results after the adoption of measures by the JSC to ensure profitability and competitiveness; d) in case of gross violation of the constituent documents by the JSC; e) in case of gross or systematic violation of legislation by the JSC __________________________________________; (name of the state where the joint-stock company was established) f) in case of insolvency of the joint-stock company, declaring it bankrupt; g) when a decision is made to prohibit the activities of a JSC due to non-compliance with the conditions established by law, and within the time period stipulated by the decision, compliance with these conditions has not been ensured or the type of activities of the JSC has not been changed; h) if the constituent documents of the JSC are recognized as invalid; i) by the direct order of the competent authority, duly executed; j) on other grounds provided for by the legislation _________________________. (name of the state) 110. The activities of a JSC may be terminated by decision of the general meeting of shareholders, a court, an arbitration court or other authorized body. The body that made the decision to terminate the activities of the JSC decides the issues of the liquidation commission, establishes the procedure and the term for the reorganization or liquidation of the JSC, as well as the period for the creditors to file their claims against the JSC, resolves issues on the procedure for the execution of the concluded contracts. 111. The termination of the activities of a JSC occurs through its reorganization (merger, acquisition, division, separation) or liquidation. When reorganizing a JSC, the necessary changes are made to constituent documents and the register of state registration, and upon liquidation - a corresponding entry in the register. Reorganization of JSC 112. Reorganization of JSC entails the transfer of rights and obligations belonging to JSC to its successors. 113. A merger is carried out by combining controlling blocks of shares with subsequent conversion of shares or by withdrawing shares of one company with an equivalent replacement by shares of another company and consolidating balance sheets. 114. The merger takes place by purchasing 100% of the shares of the JSC. At the same time, the JSC can retain the rights of a legal entity or lose independence, its balance sheet is consolidated with the balance sheet of the buyer, and the management scheme is changed. In the latter case, all rights and obligations of the affiliated JSC pass to the buyer. 115. The division is carried out through the creation on the basis of one company of new independent companies with the division of balance sheets and capital, the issue of new shares. 116. When one or several legal entities with their balances and capitals are separated from an existing JSC, each of them is transferred in the corresponding parts of the rights and obligations of the reorganized company, and it continues to exist with the corresponding changes in assets and liabilities 117. When a JSC is transformed into another legal entity the person to the emerging legal entity transfers all the rights and obligations of the former JSC. Liquidation of JSC 118. Liquidation of JSC is carried out by the liquidation commission created (appointed) by the body that made the decision to terminate the activities of the JSC. From the moment of the appointment of the liquidation commission, the powers to manage the affairs of the JSC are transferred to it. The liquidation commission publishes in the newspaper, determined at the first general meeting of shareholders, a publication on its liquidation, the procedure and the deadline for filing claims by creditors. The liquidation commission evaluates the existing property of the JSC, identifies its debtors and creditors and settles with them, takes measures to pay the debts of the JSC to third parties, as well as its shareholders, draws up a liquidation balance sheet and submits it to the highest body of the JSC or another body that appointed liquidation. 119. Claims of creditors to the liquidated JSC are satisfied from the property of the JSC; at the same time, debts to the budget are satisfied as a matter of priority, the costs of land reclamation (if any) are compensated. Bondholders get an advantage in meeting claims. Claims declared and revealed after the expiration of the period established for their application are satisfied from the property of the joint-stock company remaining after the satisfaction of priority claims, as well as claims identified and declared within the prescribed period. Claims not satisfied for the lack of property are considered extinguished, as well as claims not recognized by the liquidation commission if creditors, within a month from the date of receipt of the message on full or partial non-recognition of claims, do not bring claims to the court or the arbitration court to satisfy their claims. 120. Upon liquidation of a JSC, the capitalization of time-based payments due from the JSC in connection with injury or other damage to health, or with the death of an individual is carried out. 121. The funds available to the JSC, including proceeds from the sale of its property during liquidation, after settlements with the budget, for the remuneration of employees of the JSC, creditors and the fulfillment of other obligations, are distributed by the liquidation commission among the shareholders, with the advantage being given to the owners of preferred shares, and the remaining shareholders receive part of the funds, proportional to the value of the shares held by them. 122. The property transferred by the JSC shareholders for use is returned in kind without remuneration. 123. The Liquidation Commission bears property responsibility for damage caused by it to the JSC, its shareholders, as well as third parties, in accordance with the civil legislation _____________________________________________. (name of the state) 124. During the reorganization and liquidation of a joint-stock company, the dismissed employees are guaranteed the observance of their rights and interests provided for by the current legislation. 125. A JSC is considered reorganized or liquidated from the moment of making an entry about it in the register of state registration. This Charter was approved at the founding conference of the JSC, held on "___" __________ 20___ in __________.

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APPROVED
General meeting of shareholders
Joint-stock company
"________________"
Protocol N ____
from "__" ____________ ____

Statute
Joint-stock company
"________________"

Joint Stock Company "________________" (hereinafter referred to as the "Company") was established in accordance with the Civil Code of the Russian Federation, and other current regulatory legal acts of the Russian Federation.

The company operates on a commercial basis in order to generate profit for its shareholders.



Joint Stock Company "________________" is a non-public company.

Option:

The company has a seal containing its full corporate name in Russian and an indication of its location.

or:

The company has the right to have stamps and letterheads with its name, its own emblem, as well as a trademark registered in the prescribed manner and other means of individualization.

Article 1. Name and location of the company

Article 1. Name and location of the company

1.1. Full company name of the Company in Russian - Joint Stock Company "________________"; abbreviated corporate name of the Company in Russian - JSC "________________".

1.2. Location of the Company: (full address is indicated)... The location of the Company is determined by the place of its state registration.

Article 2. Legal status of the company

2.1. The company is considered to be created as a legal entity from the moment of its state registration in accordance with the procedure established by federal laws.

The society is created without any time limit.

2.2. The company is a legal entity and owns separate property, recorded on its independent balance sheet, can, in its own name, acquire and exercise property and personal non-property rights, bear obligations, be a plaintiff and defendant in court.

The company is liable for its obligations with all property belonging to it.

2.3. The company is not responsible for the obligations of its shareholders.

Article 3. Objectives and types of activities of the company

3.1. The purpose of the Company is to make a profit.

3.2. The main activities of the Company are: ________________.

3.3. Certain types of activities, the list of which is determined by federal laws, may be carried out by the Company only on the basis of a special permit (license).

If the conditions for granting a special permit (license) to engage in a certain type of activity stipulate a requirement to engage in such an activity as exclusive, then the Company during the validity period of the special permit (license) is not entitled to carry out other types of activity, except for the types of activity provided for by a special permit (license ) and related ones.

Article 4. Authorized capital and shares of the company

4.1. The authorized capital of the Company is made up of the par value of the shares of the Company acquired by the shareholders.

To ensure the activities of the Company, the authorized capital was formed in the amount of ____________ (____________) rubles. The authorized capital of the Company is divided into ____________ (____________) ordinary registered uncertified / documentary shares with a par value of ____________ (____________) rubles each.

4.2. When the Company is founded, all of its shares must be distributed among the founders.

4.3. The shares of the Company distributed at its foundation must be fully paid up within a year from the date of state registration of the Company.

At least 50 percent of the shares of the Company, distributed at its foundation, must be paid within three months from the date of state registration of the Company.

The share owned by the founder of the Company does not grant voting rights until its full payment.

In case of incomplete payment for the shares within the period established by the first paragraph of this clause, the ownership of the shares, the placement price of which corresponds to the unpaid amount (the value of the property not transferred in payment for the shares), is transferred to the Company.

4.4. The authorized capital is paid in cash in the currency of the Russian Federation in the following order: ________________.

4.5. The monetary assessment of the non-monetary contribution to the authorized capital of the Company must be carried out by an independent appraiser. The shareholders of the Company are not entitled to determine the monetary value of a non-monetary contribution in an amount exceeding the value of the estimate determined by an independent appraiser. When contributing not monetary funds, but other property to the authorized capital of the Company, the shareholder who made such payment and an independent appraiser, in the event of insufficiency of the Company's property, jointly bear subsidiary liability for its obligations within the amount by which the valuation of the property contributed to the authorized capital is overstated within five years from the date of state registration of the company or the introduction of appropriate amendments to the charter of the company.

4.6. The Company is entitled to place, in addition to the placed shares, ____________ ordinary registered shares with a par value of ____________ (____________) rubles each, with a total par value of ____________ (____________) rubles, which, after their placement, provide the same rights as ordinary registered shares placed at the establishment of the Company.

4.7. The company is entitled to place additional shares and other equity securities by subscription and conversion. In the event of an increase in the authorized capital of the Company at the expense of its property, the Company must place additional shares by distributing them among shareholders.

The Company is not entitled to place shares and equity securities of the Company convertible into shares by public subscription or otherwise offer them for purchase to an unlimited number of persons.

4.8. Payment for additional shares can be made in money, securities, other things or property rights or other rights that have a monetary value. The form of payment for additional shares is determined by the decision on their placement.

The placement price of additional shares placed by subscription, or the procedure for determining it, must be contained in the decision to increase the authorized capital of the Company by placing additional shares, unless the said decision stipulates that such a price or the procedure for determining it will be established by the Board of Directors of the Company no later than the start of the placement additional promotions.

Additional shares can be paid for by offsetting monetary claims against the Company.

Additional shares and other equity securities of the Company placed by subscription are placed subject to full payment.

4.9. Conversion of ordinary shares into preferred shares, bonds and other securities is not allowed.

Conversion of preferred shares into bonds and other securities, except for shares, is not allowed

4.10. The authorized capital of the Company can be increased by increasing the par value of shares or issuing additional shares.

The decision to increase the authorized capital of the Company by increasing the par value of shares or by placing additional shares is adopted by the General Meeting of Shareholders of the Company.

4.11. The increase in the authorized capital of the Company by increasing the par value of shares is carried out only at the expense of the property of the Company.

4.12. The amount by which the authorized capital of the Company is increased at the expense of the property of the Company shall not exceed the difference between the value of the net assets of the Company and the amount of the authorized capital and the reserve fund of the Company.

4.13. The authorized capital of the Company may be reduced by decreasing the par value of shares or reducing their total number, including by acquiring part of the shares, in cases stipulated by federal law.

4.14. The company is not entitled to reduce the authorized capital if, as a result of such a decrease, its size becomes less than the minimum amount of the authorized capital established in accordance with Federal Law of December 26, 1995 N 208-FZ "On Joint Stock Companies", as of the date of submission of documents for state registration of the relevant changes in the Charter, and in cases where in accordance with Federal Law of December 26, 1995 N 208-FZ "On Joint Stock Companies" the Company is obliged to reduce its authorized capital, - on the date of state registration of the Company.

4.15. The decision to reduce the authorized capital of the Company by reducing the par value of shares or by acquiring part of the shares in order to reduce their total number is adopted by the General Meeting of Shareholders of the Company.

4.16. Shareholders enjoy the preemptive right to purchase shares sold by other shareholders of the Company at the offer price to another person in proportion to the number of shares held by each of them.

4.17. If shareholders have not used their preemptive right to acquire shares, the Company shall receive the preemptive right to acquire shares.

4.18. A shareholder of the Company intending to sell his shares to a third party is obliged to notify the other shareholders of the Company and the Company itself about this in writing, indicating the price and other conditions for the sale of shares. The shareholders of the Company are notified through the Company. Notification of the shareholders of the Company is carried out at the expense of the shareholder intending to sell his shares.

If other shareholders have not exercised their preemptive right to purchase shares within ____________ days after sending them the appropriate notification, a shareholder wishing to sell his shares must send a corresponding offer to the Company. If within ____________ days after this the Company does not use its preemptive right, the shares may be sold to a third party at the price and on the terms that were communicated to the shareholders and the Company.

The term for exercising the preemptive right is terminated if, prior to its expiration, written applications for the use or refusal to use the preemptive right are received from all shareholders of the Company.

4.19. When shares are sold in violation of the preemptive right to purchase, any shareholder of the Company and (or) the Company has the right, within three months from the moment when the shareholder or the Company learned or should have learned about such a violation, to demand in court the transfer of the buyer's rights and obligations to them.

4.20. In accordance with the law, the register of shareholders is maintained by an independent organization that has a license provided for by law, determined by a decision of the Board of Directors of the Company (an independent registrar).

Article 5. Shareholders of the company, their rights, obligations, responsibility

5.1. The shareholders of the Company have the right:

5.1.1. Receive the part of the distributed profit (dividends) due to them from the activities of the Company in the manner prescribed by this Charter.

5.1.2. Receive information regarding the activities of the Company in the manner and scope established by the Company, get acquainted with the accounting and other documentation of the Company.

5.1.3. In case of liquidation of the Company, receive part of the property left after settlements with creditors, or its value;

5.1.4. Participate in the management of the Company in accordance with this Charter and the legislation of the Russian Federation.

5.1.5. Participate in General Meetings of Shareholders in person or through an authorized representative.

5.1.6. Submit proposals for consideration by the General Meeting of Shareholders, the Board of Directors and other bodies of the Company.

5.1.7. Appeal against decisions of the Society's bodies.

5.1.8. To demand, acting on behalf of the Company, compensation for losses caused to the Company.

5.1.9. To challenge, acting on behalf of the Company, transactions made by it on the grounds of a violation by a representative or a body of the Company of the conditions for exercising the powers or interests of the Company, on the grounds provided for by Federal Law No. 208-FZ dated 26.12.95 "On Joint Stock Companies", and to demand the application of the consequences of their invalidity, as well as the application of the consequences of the invalidity of the Company's void transactions.

5.1.10. To conclude an agreement with each other or with some shareholders on the exercise of their corporate (membership) rights (corporate agreement), in accordance with which they undertake to exercise these rights in a certain way or refrain from (refuse) their exercise, including voting in a certain way at the General Meeting shareholders, to agree to take other actions to manage the Company, acquire or dispose of shares at a certain price or upon the occurrence of certain circumstances, or refrain from alienating shares until certain circumstances occur.

5.1.11. Exercise other rights in accordance with the legislation of the Russian Federation.

5.2. Shareholders are required to:

5.2.1. Observe the confidentiality of information on the Company's activities in the manner prescribed by the current legislation of the Russian Federation.

5.2.2. To notify the Company about any changes in addresses, passport data.

5.2.3. Participate in the formation of the property of the Company in the required amount in the manner, manner and within the time limits provided for by Federal Law No. 208-ФЗ dated 26.12.95 "On Joint Stock Companies" and this Charter.

5.2.4. Participate in making decisions without which the Company cannot continue its activities in accordance with the law, if such participation is necessary for making such decisions.

5.2.5. Not to take actions deliberately aimed at causing harm to the Company, not to take actions (inaction) that significantly complicate or make it impossible to achieve the goals for which the Company was created.

5.2.6. Take reasonable measures to notify other shareholders of the Company in advance of their intention to file claims for compensation for losses caused to the Company or declare the corporation's transaction invalid or apply the consequences of the invalidity of the transaction to court, and provide them with other information relevant to the case.

5.2.7. Comply with the provisions of this Charter.

Article 6. Branches and representative offices. Subsidiaries

6.1. The Company has the right to create representative offices and branches in accordance with the procedure established by the legislation of the Russian Federation.

6.1.1. A representative office is a separate subdivision of the Company, located outside its location, representing the interests of the Company and protecting them.

6.1.2. A branch is a separate subdivision of the Company located outside its location and performing all of its functions or part of them, including the functions of a representative office.

6.1.3. Representative offices and branches are not legal entities. They are endowed with the property of the Company and act on the basis of the provisions approved by the Company.

6.1.4. The heads of representative offices and branches are appointed by the Company and act on the basis of its power of attorney.

6.1.5. The creation of branches by the Company and the opening of representative offices outside the territory of the Russian Federation are also carried out in accordance with the legislation of a foreign state at the location of branches and representative offices, unless otherwise provided by an international treaty of the Russian Federation.

6.2. Information about branches and representative offices (if there are branches and / or representative offices in the Company).

6.3. The Company has the right to have subsidiary business companies with the rights of a legal entity on the territory of the Russian Federation, created in accordance with Federal Law of December 26, 1995 No. 208-FZ "On Joint Stock Companies" and other federal laws, and outside the territory of the Russian Federation - in accordance with the legislation a foreign state at the location of subsidiaries, unless otherwise provided by an international treaty of the Russian Federation.

Article 7. Management in the company. General Meeting of Shareholders

7.1. The Company has established management and control bodies.

7.1.1. Management bodies of the Company:

- General Meeting of Shareholders;

- Board of Directors (Supervisory Board);

- Board (Directorate);

- General Director (Director, Chairman).

7.1.2. The control body of the Company is the Audit Commission.

7.2. The supreme governing body of the Company is the General Meeting of Shareholders.

The competence of the General Meeting of Shareholders includes:

1) introduction of amendments and additions to the Articles of Association of the Company or approval of the Articles of Association of the Company in a new edition;

2) reorganization of the Company;

3) liquidation of the Company, appointment of a liquidation commission and approval of interim and final liquidation balance sheets;

4) determination of the number of members of the Board of Directors of the Company, election of its members and early termination of their powers;

5) determination of the number, par value, category (type) of declared shares and the rights provided by these shares;

6) increasing the authorized capital of the Company by increasing the par value of shares;

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