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Board of Directors' Nominating Process and Questionnaire Supplying

Procedure for nominating candidates to Board of Directors of the Company
The shareholders (a shareholder) of the Company, who are in aggregate the owners of no less than 2 (two) percent of voting shares of the Company, shall be entitled to put items on the agenda of annual General meeting of shareholders and nominate candidates to Board of Directors and Auditing Committee of the Company, the number of whom shall not exceed the number of members of the corresponding body, no later than within 60 (sixty) days from the moment of the financial year’s end.
The proposal on nominating candidates shall be made in writing with the name of a shareholder (shareholders) who has/have represented them, the number and category (type) of shares held by them (him/her) and shall be signed by shareholders (a shareholder).
The proposal on nominating the candidates shall contain name of each of the nominated candidates, name of the body to which a candidate is suggested to be elected. When nominating candidates for election to Board of Directors of the Company, the shareholders are recommended to submit to the issuer the following information on the nominated candidates as well: citizenship, place of residence, education, profession, labour experience for the five years preceding the date of nomination, including principal place of employment and other positions held in management bodies of other legal entities, holding of shares of the Company and its SAC, family relations with officials of the Company (the Company’s managing company), contract relations with the Company related to the issues of purchase of its property (monetary funds) in the amount of more than 10% of a candidate’s total annual income. The aforementioned information shall be submitted to the Company’s shareholders along with other materials concerning the issues on agenda of General meeting of shareholders. Failure to present the aforementioned information shall not imply refusal to put the corresponding candidate on the list for voting on election to Board of Directors of the Company.
Board of Directors of the Company shall be obliged to consider the received proposals and make decisions on putting them on the agenda of General meeting of shareholders of the Company or on refusal of putting them on the specified agenda no later than 5 (five) days after the termination of the term equal to 60 (sixty) days after the end of the financial year.
Board of Directors of the Company shall be authorized to refuse to put the items introduced by a shareholder (shareholders) on the agenda of General meeting of shareholders as well as to put the proposed candidates in the list of candidatures for voting on election to the corresponding body of the Company according to the reasons stipulated by Federal Law “On Joint Stock Companies” and other legal acts of the Russian Federation.
Reasoned decision of Board of Directors of the Company on refusal of putting the issue on the agenda of General meeting of shareholders of the Company or putting the candidate on the list of candidacies for voting on elections to the corresponding body of the Company shall be submitted to a shareholder (shareholders) who has/have placed the item and proposed the candidate no later than 3 (three) days from the moment of its adoption.
Board of Directors of the Company shall not be authorized to make changes in wordings of items proposed for entering on agenda of General meeting of shareholders and (if any) in wordings of decisions on such items.
Besides the issues proposed for putting on agenda of General meeting of shareholders and also in case such proposals have not been made, no candidates have been proposed or the number of candidates proposed by shareholders to set up the corresponding body has not been enough, the Board of Directors of the Company shall be authorized to put the items on agenda of General meeting of shareholders or include the candidates in the list of candidatures ad libitum.

Procedures for submitting issues to Board of Directors of the Company
Members of Board of Directors, Auditing Committee, General Director and members of Management Board are entitled to make proposals on convening a meeting of Board of Directors of the Company. The aforementioned proposals shall be submitted to Chairman of Board of Directors in writing along with the simultaneous submission of the duplicate to Corporate Secretary of the Company.
Chairman of Board of Directors shall be obliged to consider the received proposal on convening of extraordinary meeting of Board of Directors of the Company and to take decision on convening such a meeting, on refusal to convene it or on putting the issues contained in the proposal on the agenda of the scheduled meeting of Board of Directors no later than 5 working days from the moment of receipt of the corresponding proposal. Meeting of Board of Directors of the Company for consideration of an issue (issues) contained in the proposal shall be held no later than 30 calendar days from the moment of receipt of the corresponding proposal by Chairman of Board of Directors of the Company.

 

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óë. Ñòàâðîïîëüñêàÿ, 2
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