Charter of a limited liability company

Approved by: Decision approving the charter​.

Full company name: Full company name​. Short name: Short company name​. Registered location: Registered location​. The company is a legal entity, owns separate property and is liable for its obligations with its property. Members bear risk up to the value of their participatory interests, except as provided by law. The company is established for an unlimited term. Objectives and activities: Objectives and activities​. Activities requiring a special permit shall commence only after it is obtained. The company operates without a seal, except where one is expressly required by law.

The charter capital is Charter capital, RUB​ RUB. It is divided into participatory interests; records of the size and nominal value of those interests shall be maintained as required by law. Payment, increases and reductions of capital shall comply with the law. Members are entitled to participate in management, obtain information and inspect documentation, participate in profit distributions and receive property upon liquidation under the prescribed procedure, transfer their participatory interests in compliance with this charter and the law, challenge resolutions and protect their rights. Members shall pay for their participatory interests, maintain confidentiality, promptly provide the information required for the list of members, participate in decisions without which the company cannot continue operating, refrain from causing harm to the company and refrain from obstructing the achievement of its objectives.

The supreme governing body is the general meeting of members. Where there is one member, that member shall adopt written decisions in accordance with the law. The general meeting’s powers include amendments to the charter and capital; determination of the company’s areas of activity; formation of executive bodies and termination of their powers; approval of annual results and financial statements; distribution of profits; approval of internal documents; decisions on external audits and election of an internal auditor where applicable; establishment of branches; reorganization, liquidation, appointment of a liquidator and approval of liquidation balance sheets; and other matters under the law. Resolutions on reorganization and liquidation require unanimity. Amendments to the charter require at least two-thirds of all votes unless the law requires more. Other resolutions require a majority of all votes, except on matters for which the law requires a qualified majority or unanimity. Special statutory requirements take precedence. The ordinary meeting to approve annual results shall be held annually between 1 March and 30 April of the year following the reporting year. The executive body shall organize its preparation and conduct. Each member shall be notified by registered postal item sent to the address in the list of members at least 30 days before the meeting or the deadline for receipt of ballots. The notice shall specify the decision-making method, the date, time and place of the meeting or the deadline for receipt of ballots, the agenda and the voting information required by law. A member may propose additional agenda items at least 15 days before the relevant date. Members shall be notified of agenda changes at least 10 days beforehand. Materials shall accompany the notice or, where the agenda changes, the notice of that change; they shall be available for inspection at the executive body’s premises during the 30 days before the meeting or the deadline for receipt of ballots. Copies shall be provided on request for a fee not exceeding the cost of making them. Members shall be registered and representatives’ authority verified before the meeting opens. Voting shall be on the agenda items; matters outside the announced agenda may be considered only under the conditions prescribed by law. Each member has votes in proportion to their participatory interest, unless mandatory rules for a particular matter provide otherwise. Minutes shall be prepared no later than three working days after the meeting or the deadline for receipt of ballots and signed as required by law. A copy shall be sent to all members no later than ten days after preparation. Absentee voting shall use ballots under the statutory procedure; it shall not replace a meeting where the law specifically requires one. Adoption of resolutions and the membership present shall be confirmed by a notary in the cases and manner prescribed by law. Mandatory notarization of the appointment of the sole executive body (ЕИО) cannot be waived by internal rules.

Day-to-day activities shall be managed by the sole executive body — the general director, elected by the general meeting for a term of Term of office of the head​. Details of the persons holding the powers of the sole executive body and whether they act jointly or independently shall be entered in the Unified State Register of Legal Entities (ЕГРЮЛ) under the prescribed procedure. Persons holding the powers of the sole executive body shall represent the company without a power of attorney in the manner prescribed by the charter, enter into transactions, issue powers of attorney, make personnel decisions and resolve day-to-day matters not assigned by law or the charter to other bodies. They shall act in good faith and reasonably in the company’s interests. Major transactions and interested-party transactions shall comply with the applicable statutory rules; this charter does not waive mandatory procedures.

Transfers of participatory interests to a member of the company are permitted in accordance with the law. Transfers of participatory interests to third parties require the consent of the company’s other members under the statutory procedure. Applicable members’ preemptive rights and requirements concerning the offer, deadlines, transaction form and registration of the transfer shall be observed under Article 21 of the Law on Limited Liability Companies (ООО). Participatory interests shall pass to heirs and legal successors under the statutory procedure, without an additional charter requirement for consent.

This charter does not grant a member the right to withdraw from the company by transferring their participatory interest to the company upon application.

The company may decide to distribute net profit quarterly, semiannually or annually. Distribution shall be made by resolution of the general meeting in proportion to participatory interests. The payment deadline and procedure shall be set in the resolution; the deadline shall not exceed 60 days from its adoption. If no deadline is specified, payment shall be made within 60 days. Distribution is prohibited before full payment of the capital and the statutory payments of the actual value of participatory interests; where signs of bankruptcy exist or would arise as a result of the resolution; where net assets are insufficient in relation to the capital and reserve fund; and in other cases prescribed by law. Restrictions relating to bankruptcy and net assets shall be checked again before payment. Once the impediments cease, the distributed profit shall be paid. The company shall maintain accounts and financial statements and ensure statutory audits and internal controls where required. The executive body shall organize retention of company documents required by law, the charter, internal documents and resolutions of governing bodies: constitutional and registration documents, decisions and minutes, accounting documents, internal control and audit reports, branch documents, documents relating to material corporate transactions and other mandatory documents. Retention shall ensure preservation, version tracking and the ability to provide documents to authorized persons. At a member’s request, documents shall be made available for inspection at the executive body’s premises within five working days of the request. Copies shall be provided on request; the fee shall not exceed the cost of making them and, where delivery is requested, the delivery cost. Where prescribed by law, conditions for providing confidential documents and lawful grounds for refusal apply. Documents shall be provided to other persons to the extent required by law. The executive body is responsible for arranging access.

Reorganization and liquidation shall be conducted under the statutory procedure, respecting creditors’ rights. Property remaining after settlement of liabilities shall be distributed among members in the prescribed order of priority. Amendments to the charter shall take effect in relation to third parties in accordance with the state registration procedure. Matters not addressed herein are governed by the legislation of the Russian Federation.

This charter does not provide for an audit commission or election of an internal auditor. Requirements for statutory external audits and other mandatory forms of oversight shall be observed regardless of this provision. Persons managing the company may not serve on the internal audit body where the law establishes incompatibility of offices. An internal audit body does not replace a statutory external audit.