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  Corporate relations in Russia are governed by the following laws and regulations:
  • The Civil Code of RF N51 from October 21, 1994, Part 1 (in the edition of Federal Laws N18 from 20.02.1996, N111 from 12.08.1996, N138 from 08.07.1999, N45 from 16.04.2001, N54 from 15.05.2001, N31 from 21.03.2002).

  • The Federal Law N208 "About Joint Stock Companies" from November 24, 1995 (in the edition of Federal Laws N65 from 13.06.1996, N101 from 24.05.1999, N120 from 07.08.2001, N31 from 21.03.2002)

  • The Federal Law N39 "About the Securities Market" from March 20, 1996 (in the edition of Federal Laws N 182 from 21.03.2002, N 139 from 08.07.1999, N 121from 07.08.2001).

  • The Federal Law N 46 "About the protection of rights and legitimate interests of investors on the securities market" from February 12, 1999 (in the edition of the Federal Law N 196 from 30.12.2001, with changes and amendments made by Federal Laws N 150 from 27.12.2000, N 194 from 30.12.2001)

  • The Federal Law N 178 "About privatization of federal and municipal property" from November 30, 2001.

  • The Federal Law N 6 "About insolvency (bankruptcy)" from December 10, 1997 (in the edition of the Federal N 31 from 21.03.2002, with changes and amendments made by the Resolutions of the Constitutional Court of RF N 8-P from 16.05.2000, N 9-P 06.06.2000, N 4-P 12.03.2001).

  • The Federal Law  N 74 "About particularities of disposition of shares of RAO "Unified Energy Systems" and shares of other energy subsidiaries owned by the State" from June 20, 1997.

  • The Law of the RSFSR N 948-1 "About competition and restriction of monopolistic activity on commodities markets" (in the edition of Federal Laws of RF N 3119-1 from 24.06.1992, N 3310-1 from 15.07.1992; Federal Laws  N 83 from 25.05.1995, N 70 from 06.05.1998, N 3 from 02.01.2000, N 196 from 30.12.2001, N 31 from 21.03.2002).

  • The Code of RF "About administrative violations" N 195 from December 20, 2001.

  • Federal Law N23 "About changes and amendments to the Penal Code of the Russian Federation in the part of strengthening criminal liability for violations at the securities markets" from February 8, 2002.

  • The Decree of the President of RF "About measures aimed at protecting the rights of shareholders and the interests of the State as owner and shareholder" (in the edition of the Presidential Decree N 1022 from 09.08.99).

  • The Regulation "About additional requirements to preparing, calling and holding general shareholders meetings", approved by the FCSM Resolution N 17/ps from May 31, 2002.

  • The Regulation "About the procedures of holding absentee shareholders meeting", approved by the FCSM Resolution N8 from April 20, 1998.

  • The Regulation "About keeping the register of owners of registered securities", approved by the FCSM Resolution N 27 from October 2, 1997 (in the edition of FCSM Resolutions  N 45 from 31.12.97, N 1 from 12.01.98, N 8 from 20.04.98).

  • The Resolution of the FCSM of Russia N 21 from August 30, 2001 "About recording shares not paid in full in shareholders' registers and about making changes to the register keeping system, related to the transfer of shares back to issuers shall such shares not be fully paid within the legally required period of time".

  • The Regulation "About the procedure of money back (return of property) to securities owners, where such funds or property were received by the issuer as payment for securities, in case, if such issue is declared invalid or ineffective", approved by the FCSM resolution N 36 from September 8, 1998 (with changes and amendments made by the Resolution of the Supreme Court of RF N GKPI 2001-51 from 27.02.2001).

  • Standards of securities issues during company start-up, additional placements, bonds and their Prospectuses, approved by the Resolution N 19 from September 17, 1996 (in the edition of FCSM Resolutions  N 8 from 12.02.97, N 11 from 04.03.97, N 29 from 06.10.97, N 45 from 31.12.97, N 9 from 20.04.98, N 47 11.11.98, with changes and amendments made by the Resolution of the Supreme Court of RF from 08.12.1998 and the Ruling of the Supreme Court N ÊÀÑ 00-249 from 04.07.2000).

  • Standards of bond issues and their prospectuses, approved by the FCSM Resolution N 27 from October 19, 2001.

  • Standards of share and bond issues and their prospectuses during the reorganization of commercial entities, approved by the FCSM Resolution N 8 from February 12, 1997 (in the edition of the FCSM Resolution N48 from 11.11.98)

  • The Regulation "About the procedure of suspending the securities issue and declaring the issue invalid or ineffective", approved by the FCSM Resolution N 45 from December 31, 1997.

  • The Order of the Ministry of Finance of Russia and the FCSM of Russia N 71/149 from August 5, 1996 "About the procedure of appraisal of net assets of joint stock companies".

  • The Regulation about "The procedure of admitting securities, issued by companies registered in the Russian Federation, to initial public offering outside the Russian Federation for trading through foreign organized marketplaces", approved by the FCSM Resolution N 29 from November 23, 2001.

  • The Resolution of the FCSM of Russia N 7/ps from March 22, 2002 "About the procedure of admitting securities, issued by companies registered in the Russian Federation, to trading outside the Russian Federation, where such securities are nopt intended to be traded at organized markets".

  • The Regulation "About the securities issuer's quarterly report", approved by the FCSM Resolution N 31 from August 11, 1998.

  • The Resolution of the FCSM of Russia N 2/ps "About the deadline for drafting and submitting the securities issuer's quarterly report".

  • The Regulation "About the procedure of disclosing information about material facts (events or actions) related the issuer's financial or business operations", approved by ther FCSM Resolution from August 12, 1998 N 32.

  • The Resolution of the FCSM of Russia N28 from October 26, 2001 "About approval of the Regulation about the system of control over organized marketplaces and additional requirements to trade participants and securities issuers ".

  • The Resolution of the FCSM of Russia N 7 from September 30, N 7 "About the procedure of keeping records about affiliated parties and disclosure of information thereabout".

  • The Regulation "About the procedure and volume of information disclosure by public joint stock companies during placement of shares and securities, convertible into shares, through the subscription process", approved by the FCSM Resolution N 9 from April 20, 1998.

In addition, all issuers, shareholders and other interested parties shall pay attention to the following documents, which contain clarifications of the above laws and regulations:

  • The letter of the FCSM of Russia N IK-07/2861 from June 16, 2000 "About information contained in the voting ballot at the general shareholders meeting ".

  • The letter of the FCSM of Russia N IK-07/883 from February 28, 2000 "About the period of authority of the Audit Commission".

  • The letter of the FCSM of Russia N IK-09/7948 from November 26, 2001 "About fractional shares".

  • The letter of the FCSM of Russia IK-04/1608 from March 31, 2000 "About membership of legal entities in the Board of Directors".

  • The letter of the FCSM of Russia N IK-04/5159 from August 2, 2001 "About submitting notifications about acquisition of securities issued by companies registered in Russia, by foreign owners".

  • The letter of the FCSM of Russia N IK-04/3906 from August 4, 2000 "About submitting accounting statements together with the securities issuer's quarterly report".

  • The Resolution of the Plenum of the Supreme Court of RF and the Plenum of the Supreme Arbitration Court of RF N 4/8 from 02.04.97ã. "About some aspects of application of the Federal Law "About joint stock companies" (in the edition of the Resolution of the Plenum of the Supreme Court of RF N 5, and the Resolution of the Plenum of the Supreme Arbitration Court of RF N3 from 05.02.98).

  • The Resolution of the Plenum of the Supreme Court of RF N 12 from October 10, 2001 "About the question, arising from the application of the Federal Law "About Joint Stock Companies".

 

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