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Executive Board of the Company

The Executive Board of the Company shall function on the grounds of these present Articles of Association and also Regulations for the Executive Board approved by a General meeting of shareholders which determine terms and the order of calling and holding of its meetings as well as a decision-making procedure.

The following issues shall pertain to the powers of the Executive Board of the Company:

1) Elaboration and submission of a strategic profile of the Company to the attention of the Board of Directors of the Company;

2) Preparation of an annual (quarterly) Business-plan including an investment program and a report on the summary of results on its execution as well as approval (adjustment) of the Company cash flows (budget);

3) Preparation of an annual return on the economic-and-financial operations of the Company and execution by the Executive Board of resolutions made by a General meeting of shareholders and the Board of Directors of the Company;

4) Consideration of progress reports rendered by deputies of Director General of the Company, heads of stand-alone subdivisions of the Company on the execution of approved plans, programmes, directives, deliberation over reports, documents and other information on the operations of the Company and its daughter and dependant companies.

5) Resolving of issues pertaining to the powers of the top management bodies of economic companies where 100 (One Hundred) per cent of its stated capital belong to the Company (considering provisions under Sub Items 36 and 37 of Item 15.1 of the Article No 15 of these present Articles of Association);

6) Preparation and submitting to the Board of Directors for a deliberation of returns on economic-and-financial operations of economic companies where 100 (One Hundred) per cent of its stated capital belong to the Company;

7) Resolve on the making of deals where subject matter is the property, works and services which value shall total from 1 up to 25 per cent of the balance value of the Company’s assets as accounted over the last reporting period immediately preceding the date when a decision to settle the deal is made (except for events stipulated under Sub Item 38 of Item 15.1 of these present Articles of Association);

8) Resolving of other issues related to the management of the current operations of the Company in compliance with the resolutions of a General meeting of shareholders, the Board of Directors of the Company as well as other issues rendered by Director General of the Company to the attention of the Executive Board.

Members of the Executive Board shall be elected by the Board of Directors of the Company in the number determined by a resolution of the Board of Directors of the Company on a proposal of Director General of the Company.

In the event when candidates for the Executive Board nominated by Director General are rejected by the Board of Directors of the Company then the Board of Directors of the Company will be in the right to elect candidates to the Executive Board nominated by a member (members) of the Board of Directors of the Company.

The numeric strength of the Executive Board of the Company may be not less than 3 (Three) persons.

The Executive Board shall be legally competent if not less than a half of elected members of the Executive Board participate in the meeting (absentee voting).

Any resolutions shall be made by the Executive Board by the simple majority vote out of the total number of votes of members of the Executive Board who are present at the meeting (took part in the absentee vote). In case votes during the voting split equality Chairman of the Executive Board shall have the casting vote.

Assignment by a member of the Executive Board of the Company of his right to vote to another person inclusive of other members of the Executive Board of the Company is not allowed.