The Charter

Registration record of the credit institution is included in the Uniform State Register of October 29, 2002 primary state registration number 1027800005199

APPROVED BY: First Deputy Chairman of the Bank of Russia ___________ G.G. Melikyan 7 May, 2007

THE CHARTER of Open joint-stock company "Baltic Financial Agency Bank" Open Society "BFA Bank" Approved by General Shareholders’ Meeting Minutes # 1 of January, 31 2007

Saint Petersburg 2007

Chapter 1. General provisions 1.1. The open joint-stock company "Baltic Financial Agency Bank", herein after referred to as the Bank, is founded according to the decision of General meeting of promoters of bank from November 5, 1993 (minutes № 1) with the name of the Joint-stock bank "Olginsky" - joint-stock company of the closed type. The bank is registered in the Central bank of the Russian Federation (Bank of Russia) on August 4 , 1994, registration number 3038.

According to the decision of General meeting of shareholders of bank from April 25, 2001 (minutes № 45) the name of the business legal structure of the Bank is brought into accord with the current legislation and defined as the closed joint-stock company, the name of the Joint-stock bank "Olginsky" - the closed joint-stock company (Joint stock bank "Olginsky") is confirmed.

According to the decision of General meeting of shareholders of the Bank from September 23, 2003 (minutes № 4) the firm (full official) and the bank abbreviated name is changed to the Closed joint-stock company "PetroTrestBank" and Joint-Stock Company "PetroTrestBank ".

According to the decision of General meeting of shareholders of the Bank of January 31, 2007 (minutes № 1) the type of joint-stock company, firm (full official) and abbreviated Bank names are changed to Open joint-stock company "Baltic Financial Agency Bank" and Open Society "BFA Bank".

1.2. The firm (full official) name of the Bank is Open joint-stock company «Baltic Financial Agency Bank».

The Bank abbreviated name: Open Society "BFA Bank".

Bank full name in English: Baltic Financial Agency Bank.

The Bank abbreviated name in English: BFA Bank.

1.3. The bank has the exclusive right of using the company name.

1.4. The Bank location (the location of controls of Bank) and its post address: the Russian Federation, 197046, St.-Petersburg, Chapaev street, 3.

1.5. The bank is founded without restriction of term of activity, the order of the termination of its activity is defined by the legislation of the Russian Federation and the present Charter.

1.6. The bank is included into bank system of the Russian Federation and its activity is regulated by the legislation of the Russian Federation, statutory acts of Bank of Russia, and also the present Charter.

1.7. The Bank’s observance of the bank legislation, statutory acts of Bank of Russia, the obligatory regulations established by them is controlled by Bank of Russia according to federal laws.

Chapter 2. Objectives, bank operations and other transactions of the Bank 2.1. The bank carries out its activity on a commercial basis for the purpose of profit earning. The bank carries out its activity in territory of the Russian Federation and the foreign states according to the current legislation.

2.2. The bank according to the current legislation, on the basis and according to conditions of licenses of Bank of Russia carries out the following bank operations: • Attraction of money resources of individuals and legal entities in deposits (checking and time deposits), • Arranging involved resources specified in the previous paragraph of this article on its own behalf and at own expense,

• •

Opening and keeping of bank accounts of individuals and legal entities, Calculations of bank accounts on the instructions of individuals and legal entities, including corresponding banks, • Collection of money resources, bills, payment and calculation documents and cash service of individuals and legal entities, • Buying and selling of foreign currency sale in cash and non-cash, • Attraction in deposits and placing of precious metals, • Issuance of bank guarantees, • Transfers of money resources on the instructions of individuals without opening of bank accounts (except for postal orders).

2.3. The bank, besides listed above bank operations has the right to carry out the following transactions: • Issuance of guarantees for the third parties providing execution in the monetary form, • Buying of receivables of obligations in the monetary form from the third parties, • Trust management of money resources and other property under the contract with individuals and legal entities , • Operations with precious metals and jewels according to the legislation of the Russian Federation, • Renting of special premises or safes located in them to individuals and legal entities for storage of documents and valuables, • Leasing operations, • Consulting and information services.

2.4. According to the license of the Bank of Russia for bank operations the Bank has the right to carry out issuance, purchase, sale, account, storage and other operations with the securities which are carrying out functions of the payment document, with the securities confirming attraction of money resources in deposits and into bank accounts, with other securities, operations with which does not require special license according to federal laws, and also has the right to exercise trust management of the specified securities under the contract with individuals and legal entities.

The bank has the right to carry out professional activity on the stock market according to federal laws.

2.5. The bank has the right to carry out other transactions according to the legislation of the Russian Federation.

All bank operations and other transactions are carried out in rubles, and in case there is an appropriate license of the Bank of Russia - in foreign currency. Rules of bank operations, including rules of their material support are established by the Bank of Russia according to federal laws.

2.6. The bank is forbidden to be engaged in industrial, trading and insurance activity.

2.7. The bank accepts deposits of individuals only according to the license which is issued by the Bank of Russia, and under conditions of participation in system of obligatory insurance of deposits of individuals in banks and registering them in the organization which is carrying out functions on obligatory insurance of deposits. The bank provides safety of deposits and timely performance of obligations to investors.

Attracting money resources of individuals to deposits the Bank is obliged to reveal the information on interest rates under contracts of the bank deposits with individuals (without revealing information of certain individuals)) and the information on Bank debts of deposits of individuals. The order of disclosing of such information is established by the Bank of Russia.

2.8. The bank is obliged in an order provided by the Federal Credit Histories Act, to represent the available information necessary for formation of credit histories, concerning all borrowers who have agreed to its presentation, at least to one bureau of credit histories included in the state register of bureaus of credit histories.

Chapter 3. The Bank Legal status 3.1. The bank is the legal entity having its own separate property booked on its independent balance.

Rights and duties of the legal entities the Bank has got from the moment of its state registration.

3.2. The Bank is the credit organization included into bank system of the Russian Federation and its activity is regulated by the legislation of the Russian Federation, including Federal laws of the Russian Federation on joint-stock companies, banks and bank activities, and also statutory acts of Bank of Russia and the present Charter.

3.3. Shareholders of Bank can be legal entities and (or) individuals. The number of shareholders of Bank is not limited.

3.4. The bank is liable with all its property, it can on its own behalf purchase and exercise property and personal non-property rights, perform duties, be the claimant and the respondent in court.

The bank gets the civil rights and takes up civil duties through the bodies operating according to the law, other statutory acts and the present Charter.

3.5. The bank has the round seal with the firm (full and abbreviated) Bank name in Russian, location and business legal structure; stamps, forms with its name, the emblem, duly registered trade marks and other means of visual identification.

3.6. The Bank is not liable for obligations of its shareholders. Shareholders of the Bank are not liable for obligations of the Bank and bear risk of loss connected with its activity, within cost of shares belonging to them, except for the cases established by the Federal law “On joint-stock companies�. The shareholders who have paid shares bear a joint liability under obligations of the Bank within unpaid part of cost of shares belonging to them.

3.7. The bank has the right to participate independently or together with others legal entities and individuals in other commercial and noncommercial organizations in territory of the Russian Federation and abroad according to the current legislation of the Russian Federation and the relevant foreign state laws.

3.8. The bank can open correspondent accounts in branch offices of the Bank of Russia, in other credit organizations of the Russian Federation and foreign states according to the rules established by the Bank of Russia.

3.9. The bank is not liable for obligations of the state and its bodies. The state is not liable for obligations of the Bank, except for cases when the state itself has taken up such obligations.

3.10. The bank is independent of state governing bodies in taking decisions.

3.11. The bank can found branches and open representative offices in territory of the Russian Federation and abroad observing requirements of statutory acts of the Bank of Russia, the current legislation of the Russian Federation, and also legislations of the foreign states where branches are located unless other conditions are provided by the international contract.

Branches and representative offices carry out the activity on behalf of the Bank which bears responsibility for their activity.

Chapter 4. Charter capital 4.1. The Bank’s charter capital is 677 100 000 (Six hundred seventy seven millions hundred thousand) rubles and shared in 677 100 (Six hundred seventy seven thousand hundred) ordinary registered shares with nominal value 1000 (One thousand) rubles per each.

The Bank’s charter capital consists of nominal values of shares bought by shareholders.

The Bank’s charter capital determines the minimum amount of property of the Bank ensuring interests of its creditors.

4.2. The Bank’s charter capital can be formed by money resources in currency of the Russian Federation or in foreign currency, other property which can be used as the deposit to the charter capital according to statutory acts of the Bank of Russia.

4.3. The Bank’s charter capital can be increased by increasing nominal value of shares or placing of extra shares.

The increase of the charter capital is allowed after its full payment. It is not allowed to increase the charter capital for compensation of its losses.

4.4. The increase of the charter capital by placing extra shares is carried out according to the legislation and the Charter by the decision of General meeting of shareholders or the Bank Board of directors only within the quantity of the authorized shares established by the Bank Charter.

The decision to increase the Bank’s charter capital by placing extra shares can be taken

by General meeting of shareholders of the Bank along with the decision to introduce in the Charter provisions of authorized shares which are necessary for taking such decision or changing provisions of authorized shares.

4.5. The increase of the Bank’s charter capital by placing extra shares can be carried out at the expense of the Bank property (capitalization of internal funds (the capital)).

In case the Bank’s charter capital is increased at the expense of its property (capitalization of internal funds (the capital)) by placing extra shares these shares are distributed among all shareholders. Thus each shareholder gets shares of the same category (type) as shares belonging to them, in the quantity proportional to quantity of shares belonging to them.

Distribution of extra shares of the Bank among its shareholders is carried out in one day specified in the registered decision of their additional release, on the basis of records on personal accounts of registrar or that day records of depositary accounts. The specified date should not be later than 1 month from the date of the state registration of the extra share issue.

Fractional shares of shareholders - owners of the whole shares as a result of distribution of extra shares are not allowed.

In distributing extra shares to shareholders owning fractional shares a part of an extra share is distributed to a fractional share which is proportional to the fractional share belonging to them. Thus such distribution doesn’t form a fractional share.

4.6. The increase of charter capital by increase of nominal value of shares is carried out only at the expense of property (capitalization of internal funds (the capital)) of the Bank. The decision to increase the charter capital increasing nominal value of shares is taken by General meeting of shareholders of the Bank.

4.7. The sum by which the charter capital of the Bank is increased at the expense of its property (capitalization of internal funds (the capital)), should not exceed a difference between cost of internal funds (the capital) of the Bank and the sum of the charter capital and reserve fund of the Bank.

4.8. The bank has the right, and in cases provided by the current legislation, is obliged to reduce the charter capital.

The Bank charter capital can be reduced by reduction of nominal value or reduction of their total quantity, including acquiring a part of shares in cases provided by the Federal Jointstock companies Act. Reduction of the charter capital of the Bank by acquisition and retirement of a part of shares is possible.

The decision to reduce the charter capital of the Bank by reduction of nominal value of shares or by acquisition of a part of shares to reduce their total quantity is taken by General meeting of shareholders of the Bank.

4.9. Within 30 days from the date of decision to reduce the charter capital the Bank notifies in writing about reduction of the charter capital of the Bank and its new stock and also publishes the report on the accepted decision in the printed source meant for publication of data about the state registration of legal entities.

The bank submits to the Bank of Russia the report on the accepted decision on reduction of the charter capital for its publication in « Bulletin of the Bank of Russia». The order and terms of sending the report are set by the Bank of Russia.

4.10. During reduction of the charter capital of the Bank by reduction of nominal value of shares, shares with a former nominal value in the course of placing are converted into shares with reduced nominal value and retire (are cancelled).

4.11. In cases provided by the legislation of the Russian Federation, the Bank is obliged to declare and present documents for registration of reduction of the charter capital to bring it to conformity with the volume of internal funds (capital) in manner and terms required by the legislation of the Russian Federation, and also statutory acts of the Bank of Russia.

Chapter 5. Bank shares 5.1. All shares of the Bank are nominal. The bank can place ordinary shares.

The ordinary registered share gives one vote in decision of questions on General meeting of shareholders of the Bank, except for cases of cumulative voting, and participates in distribution of net profit after creation of necessary reserves, settlements of budget and offbudget funds and bond service.

If it is impossible to acquire the whole number of shares during exercise of the priority right for acquisition of extra shares and consolidation of shares, parts of shares (further - fractional shares) are formed.

The fractional share gives to its owner the rights given by the share of the corresponding category (type), in the volume corresponding to a part of the whole share which it makes.

To specify the total amount of placed shares in the Bank Charter all placed fractional shares are summarized. In case a fractional number is formed as a result of it, quantity of shares in the Bank Charter is expressed by fractional number.

Fractional shares float like whole shares. In case one person gets two and more fractional shares, these shares form one whole and (or) the fractional share equal to the sum of these fractional shares.

5.2. The nominal value of one ordinary share 1000 (One thousand) rubles. The nominal value of all ordinary shares of the company should be identical. The form of issuance is nondocumental.

5.3. Quantity of the placed ordinary shares - 677 100 (Six hundred seventy seven thousand hundred) pieces.

5.4. In addition to the placed shares the Bank has the right to place ordinary nominal nondocumental shares in number of 5 000 000 (Five millions) pieces with nominal value 1 000 (one thousand) rubles per each (the declared shares).

The declared shares give to shareholders the rights provided by Chapter 6 ÂŤRight of shareholdersÂť of the present Charter.

The decision to introduce changes and additions to the Bank Charter connected with provisions of declared shares of the Bank and their quantity, except for the changes connected with reduction of their quantity by results of placing of extra shares, is taken by General meeting of shareholders of the Bank by the majority in three quarters of voices of shareholders - owners of the voting shares which are taking part in General meeting of shareholders.

5.5. The bank has the right to carry out placing of additional shares by means of subscription and conversion.

5.6. The bank has the right to place shares by means of both public and private subscription if legal certificates of the Russian Federation do not limit private subscription by open societies.

Placing of shares of Bank by means of private subscription is carried out only under the decision of General meeting of shareholders of the Bank on increase in the charter capital of the Bank by placing extra shares, taken by the majority in three quarters of voices of shareholders owners of the voting shares which are taking part in General meeting of shareholders of the Bank.

Placing by means of public subscription of the ordinary shares making more of 25 percent ordinary shares of Bank placed earlier, is carried out only under the decision of General meeting of shareholders of the Bank, accepted by the majority in three quarters of voices of shareholders - owners of the voting shares which are taking part in General meeting of shareholders.

5.7. The Bank places shares according to legal certificates of the Russian Federation.

5.8. New issue of shares can be carried out only after full payment by shareholders of all shares earlier placed by the Bank. The decision on the next share issue can be taken only after registration of the changes introduced in the present Charter following the results of the previous issue concerning the new stock of the charter capital and quantity of placed and declared shares of the Bank.

5.9. The extra shares of the Bank placed by subscription are placed under condition of their full payment.

Shares can be paid by money resources in currency of the Russian Federation or in a foreign currency and other property which can be used as the deposit to the charter capital according to the requirements established by statutory acts of the Bank of Russia.

Payment of extra shares of the Bank placed by subscription, is carried out under the price set by the Board of directors of the Bank according to provisions of the Federal law “On jointstock companies” according to their market cost, but not below the nominal value.

To determine the market cost of the property used for payment of shares, the independent appraiser is involved unless otherwise specified by the federal legislation.

The price of placing of extra shares to persons in case they exercise the priority right of acquisition of shares can be set below the placing price to other persons, but not more than for 10 percent.

5.10. The bank has the right to buy the shares placed by it under the decision of General meeting of shareholders on reduction of the charter capital of the Bank by acquisition of a part of the placed shares to reduce their total quantity.

The shares bought by the Bank on the basis of decision made by General meeting of shareholders on reduction of the charter capital by acquisition of shares to reduce their total quantity are repaid during their acquisition.

5.11. The bank has the right to buy the shares placed by it under the decision of the Board of directors of the Bank.

The bank doesn’t have a right make the decision to buy placed shares if the nominal value of the shares which are in circulation, makes less than 90 percent from the Bank charter capital.

The shares bought by the Bank on the basis of the decision of the Board of directors, do not give a vote, are not considered in vote count and dividends are not charged on them. Such shares should be sold by the Bank at the price not below their market cost not later than one year after the Bank has bought them, otherwise General meeting of shareholders of the Bank should make the decision to reduce the charter capital of the Bank in due order.

5.12. The decision on purchase of shares should determine categories (types) of bought shares, quantity of shares of a category (type) bought by the Bank, the purchase price, the form and payment term, and also term during which purchase of shares is carried out.

5.13. Payment of shares by their acquisition is carried out by money. Term during which acquisition of shares is carried out, cannot be less than 30 days. The price of share acquisition is defined by the Bank on the basis of the decision of the Board of directors of the Bank according to provisions of the Federal law “On joint-stock companies” according to their market cost.

5.14. The the independent appraiser can be involved to determine the market cost of shares.

It is obligatory to involve the independent appraiser to determine the repurchase price of shares belonging to shareholders, and also in other cases provided by the present Charter.

5.15. Each shareholder - the owner of shares of certain categories (types) which can be bought by the decision can sell the specified shares, and the Bank is obliged to buy them. In case the total quantity of shares which are submitted for acquisition by the Bank, exceeds quantity of shares which can be bought the Bank taking into account the restrictions set by the present Charter, the Bank buys shares of shareholders proportionally to declared requirements.

Not later than 30 days prior to the beginning of term during which acquisition of shares is carried out, the Bank is obliged to notify shareholders - owners of shares of certain categories (types), which shares are to be bought.

5.16. The bank doesn’t have a right to buy ordinary shares placed by it: - Before full payment of all charter capital; - If at the moment of their acquisition the Bank meets the (bankruptcy) insolvency test according to legal certificates of the Russian Federation on insolvency (bankruptcy) of the credit organisations or it will meet the specified test as a result of acquisition of these shares; - If at the moment of their acquisition cost of internal funds (capital) of the Bank is less than its charter capital, reserve fund or will lower as a result of share acquisition.

5.17. According to decision of General meeting of shareholders the Bank has the right or carry out consolidation of shares already placed by issuance of shares of the same category (type) without changing the stock of the charter capital, as a result of which two or more Bank shares are converted in one new share of the same category (type). In this case appropriate respective alterations are introduced in the present Charter concerning a nominal value and quantity of the placed and declared Bank shares of a corresponding category (type).

5.18. According to decision of General meeting of shareholders the Bank has the right to split of shares already placed by new issuance of shares of the same category (type) without changing the stock of the charter capital, as a result of which one share of the Bank is converted in two or more shares of the Bank of the same category (type). In this case appropriate respective alterations are introduced in the present Charter concerning a nominal value and quantity of the placed and declared Bank shares of a corresponding category (type).

5.19. The consolidation/split factor should be expressed by a whole number.

Chapter 6. The rights of shareholders 6.1. Each ordinary registered stock of Bank gives an equal scope of rights to the shareholder - its owner.

Shareholders - owners of nominal ordinary shares of the Bank have the right: - According to the current legislation and the present Charter to participate in General meeting of shareholders of the Bank with a vote on all questions of its competence; - To receive the information on the Bank activity, to get acquainted with the Bank documentation in an order established by the legislation of the Russian Federation and the present Charter; - To receive dividends; - To receive a part of property of the Bank in case of its liquidation, remained after all calculations established by legislation of the Russian Federation, proportional to quantity and nominal value of their shares; - To demand the repurchase of all shares or parts of shares belonging to them by the Bank in cases provided by the legislation of the Russian Federation.

The shareholder of Bank has the right to sell or otherwise concede the right for shares of the Bank belonging to it without the consent of other shareholders. Only paid shares of the Bank are subject to alienation. The procedure of payments during assignment of shares is carried out according to the current legislation of the Russian Federation by agreement of the parties.

Transactions of cession of rights for shares are carried out according to requirements of the legislation of the Russian Federation both directly between the Bank and the shareholder, new and ex-shareholder and with the assistance of professional participants of the securities market.

Shareholders also have other rights provided by the legislation.

6.2. Shareholders of the Bank have the priority right of acquisition of extra shares placed by public subscription and equity securities converted in shares, in the quantity proportional to quantity of shares of this category (type).belonging to them 6.3. The shareholders of the Bank who voted against or didn’t take part in voting of placing of shares and equity securities converted in shares by private subscription, have the priority right of acquisition of extra shares and equity securities converted in shares, placed by private subscription, in the quantity proportional to quantity of shares of this category (type) belonging to them. The specified right does not concern placing of shares and other equity securities converted in shares, carried out by private subscription only among shareholders if shareholders have possibility to get a whole number of placed shares and other equity securities converted in shares, proportional to quantity of shares of a corresponding category (type) belonging to them.

The list of the persons having the priority right of acquisition of extra shares and equity securities, converted in shares, is made on the basis of data of the register of shareholders of the Bank for date of drawing up of the list of the persons having the right to participate in General meeting of shareholders of the Bank, which has made the decision of placing extra shares of the Bank and equity securities of the Bank, converted in shares.

To make the list of the persons having the priority right of acquisition of extra shares and equity securities, converted in shares, the nominal holder of shares submits data on persons in which interests (s)he owns shares.

The persons having the priority right of acquisition of extra shares and equity securities, converted in shares, should be notified on possibility to exercise the priority right in an order provided by the present Charter and the Federal law “On joint-stock companies” for the message on carrying out of general meeting of shareholders.

Period of validity of the priority right and exercise procedure of the priority right by persons having the priority right of priority of acquisition of extra shares and equity securities converted in shares, are defined according to the Federal law “On joint-stock companies”.

The bank has not the right to place extra shares and equity securities converted in shares to persons who don’t have the priority right of their acquisition.

6.4. Shareholders - owners of voting shares have the right to demand the repurchase of all shares belonging to them or a part of them by the Bank in cases: - Reorganisation of the Bank or a large transaction, the decision of which approval is taken by General meeting of shareholders according to point 3 of article 79 of the Federal law “On joint-stock companies” if they voted against decision on its reorganisation or approval of the specified transaction or did not take part in voting on these subjects; - Amendments and additions of the present Charter or statements of the Charter of the Bank in a new version, limiting their rights if they voted against the corresponding decision or din’t take part in voting.

The list of the shareholders, having the right to demand the repurchase of shares belonging to them by the Bank, is made on the basis of data of the register of shareholders of the Bank at date of drawing up of the list of the persons having the right to participate in General meeting of shareholders of the Bank which agenda includes subjects, voting on which can entail occurrence of the right to demand the repurchase of shares.

The repurchase of shares is carried out by the Bank at the price set by the Board of directors of the Bank, but not below market cost which should be determined by the independent appraiser without considering its change as a result of the Bank actions which have entailed occurrence of the right to demand repurchase of shares.

6.5. The bank is obliged to inform shareholders if they have the right to demand the repurchase of shares belonging to them by the Bank, and about the price and repurchase procedure.

The message to shareholders about carrying out of General meeting of shareholders of the Bank which agenda includes subjects, voting on which can entail occurrence of the right according to the legislation to demand the repurchase of shares by the Bank, should contain data on presence of such right, the price and repurchase procedure.

6.6. The written requirement of the shareholder about the repayment of shares belonging to them is submitted to the Bank in writing with indication of a residence (location) of the shareholder and quantity of the shares which should be repurchased. The signature of the shareholder - the individual as well as their representative, on the requirement of the shareholder about the repurchase of shares belonging to them and on the response of the specified requirement should be notarized or certified by the holder of the register of shareholders of the Bank.

Requirements of shareholders about the repurchase of shares belonging to them by the Bank should be submitted to the Bank not later than 45 days from the date of taking of the corresponding decision by General meeting of shareholders of the Bank.

From the moment the Bank receives the requirement of the shareholder about the repurchase of shares belonging to them till the moment of recording in the register of shareholders of the Bank about transfer of the property right for repurchased shares to the Bank or till the moment of withdrawal of the requirement about the repurchase of these shares by the shareholder, s(he) doesn’t have the right to make transactions connected with alienation or encumbrance of these shares with the third parties, which is specified in the register of shareholders of the Bank by the registrar. The withdrawal of the requirement about the repurchase of shares belonging to the shareholder should be submitted to the Bank during the term provided by the second paragraph of this point.

After the expiry of the term, specified in the second paragraph of this point, the Bank is obliged to repurchase shares of the shareholders who have made the demands about their repurchase within 30 days.

The Bank board of directors approves the report on results of presentation of requirements about the repurchase of shares belonging to the shareholders not later than in 50 days from the date of the corresponding decision taken by General meeting of shareholders of the Bank.

The registrar of the Bank makes records about transfer of the property right for repurchased shares to the Bank on the basis of the report on results of presentation of demands of repurchase of shares belonging to a shareholder or shareholders and on the basis of demands of shareholders of repurchase of shares and documents confirming execution by Bank of a duty on payment of money resources to the shareholder or shareholders, who made demands about repurchase of shares belonging to them.

6.7. The repurchase of shares is carried out by the Bank at the price specified in the message on holding of General meeting of shareholders which agenda includes subjects, voting on which can, according to the legislation, entail occurrence of the right to demand the repurchase of shares by the Bank. The total sum of resources assigned by the Bank for repurchase of shares, cannot exceed 10 percent of cost of net assets of the Bank for date of decision which has resulted in rights of shareholders for repurchase of their shares. In case the total quantity of shares which are submitted for repurchaseexceeds quantity of shares which can be repurchased by the Bank taking into account the abovementioned restriction, shares are repurchased in proportion to declared demands.

6.8. The shares repurchased by Bank come to its disposal. The specified shares do not give a vote, are not considered in vote count and dividends are not charged on them. The specified shares should be sold at the price not below their market cost not later than in one year from the date of transfer of the property right for repurchased shares to the Bank, otherwise General meeting of shareholders of the Bank should make the decision to reduce the charter capital of the Bank by retirement of the specified shares.

6.9. Acquisition and (or) receipt in trust management (further - acquisition) as a result of realization of one or several transactions by one legal entity or an individual, or group of legal entities and (or) individuals connected among themselves by the agreement, or group of the legal entities who are the affiliated or dependent organizations in relation to each other, over 1 percent of shares of the Bank requires to notify the Bank of Russia, and more than 20 percent require the preliminary consent of the Bank of Russia.

The Bank of Russia informs the applicant in writing about its decision (consent or refusal) not later than 30 days from the moment it receives the petition for the consent of the Bank of Russia for acquisition of more than 20 percent of shares. In case the Bank of Russia has not informed on the taken decision during the specified term, the specified transaction (transactions) is considered to be permitted.

The notice on acquisition of over 1 percent of shares of the Bank is submitted to the Bank of Russia not later than 30 days from the moment of the given acquisition. The procedure of receipt of the preliminary consent of the Bank of Russia on acquisition of more than 20 percent of shares of the Bank, the notification procedure of the Bank of Russia about acquisition of over 1 percent of shares of the Bank are established by federal laws and statutory acts of the Bank of Russia passed according to them.

6.10. An order of acquisition by the person who has intention to get more than 30 percent of total quantity of ordinary shares and the preference shares of the Bank giving a vote according to point 5 of article 32 of the Federal law “On joint-stock companies” taking into account the shares belonging to this person and its affiliated persons, and also the right and a duty of the person which according to provisions of the Federal law “On joint-stock companies” has bought more than 95 percent of voting shares of the Bank taking into account the shares belonging to this person and its affiliated persons, are established by provisions of Chapter XI.1 of the Federal law “On joint-stock companies”.

Chapter 7. Bonds and other equity securities of the Bank 7.1. The bank has the right to place bonds and other equity securities, including converted in the shares of the Bank provided by legal certificates on securities of the Russian Federation.

7.2. The Bank places bonds and other equity securities according to the decision of Board of directors of the Bank in which necessary conditions are arranged, unless otherwise specified by current legislation and the Bank Charter.

The Bank places bonds converted in shares and other equity securities converted in shares according to the decision of Board of directors of the Bank, unless otherwise specified by current legislation.

The decision of Board of directors of Bank on placing of the bonds converted in shares of the Bank and other equity securities converted in shares of the Bank, is taken by the Bank Board of directors unanimously by all members of Board of directors, votes of ex-members of Board of directors of the Bank thus are not counted.

7.3. The bond certifies the right of its owner to demand bond retirement (payment of nominal value or nominal value and percent) on a fixed date.

In the decision on bond issue the form, terms and other conditions of bond retirement should be set.

The Bank is allowed to issue bonds after full payment of its charter capital.

The bond should have a nominal value. The nominal value of all bonds issued by the Bank should not exceed the size of the charter capital of the Bank and (or) amount of security given to the Bank by the third parties in these purposes.

Other conditions of issuance of the Bank bonds are set by the current legislation 7.4. Bonds can be registered or bearer. In case of issuance of registered bonds the Bank is obliged to register their owners.

7.5. The lost registered bond is restored by the Bank at a reasonable charge. The rights of the owner of the lost bearer bond are restored by court in an order set by the procedural legislation of the Russian Federation.

7.6. The bank has not the right to place bonds and other equity securities converted in shares of the Bank if the quantity of the declared shares of the Bank of certain categories and types is less than quantity of shares of these categories and types, which can be bought according to the rights given by such securities.

7.7. The bank has the right to place equity securities by subscription and conversion.

The bank has the right to place equity securities of the company converted in shares, by both public and private subscription if private subscription for open societies is not limited by legal certificates of the Russian Federation.

7.8. Placing of equity securities of the Bank converted in shares by private subscription is carried out only according to the decision of General meeting of shareholders on placing of equity securities of the society converted in shares, accepted by the majority in three quarters of votes of shareholders - owners of the voting shares which are taking part in General meeting of shareholders of the Bank.

Placing of equity securities converted in ordinary shares which can be converted in the ordinary shares making more of 25 percent of ordinary shares placed earlier by public subscription, is carried out only according to the decision of General meeting of shareholders of the Bank, accepted by the majority in three quarters of votes of shareholders - owners of the voting shares which are taking part in General meeting of shareholders.

7.9. Shareholders of the Bank have the priority right of acquisition of the equity securities converted in shares placed by public subscription, in the quantity proportional to quantity of shares of this category (type).belonging to them 7.10. Payment of equity securities of the Bank placed by subscription, is made at the price set by Board of directors of the Bank according to article 77 of the Federal law “On joint-stock companies�. In this case payment of the equity securities converted in shares placed by subscription, is carried out at the price not below a nominal value of shares in which such securities are converted.

7.11. The price of placing of equity securities converted in shares to persons exercising the priority right of acquisition of such securities, can be below the price of placing to other persons, but not more than for 10 percent.

The range of persons, having the priority right of acquisition of equity securities of the Bank converted in shares, and the procedure of the priority right of acquisition of the equity securities converted in shares, is determined according to provisions of the Federal law “On joint-stock companies”.

Chapter 8. The register of shareholders of the Bank 8.1. The bank is obliged to conduct and keep the register of shareholders of the Bank according to legal acts of the Russian Federation from the moment of the state registration of the Bank.

The register of shareholders of the Bank contains data on each registered person, quantity and categories (types) of the shares recorded on each registered person, other data provided by legal acts of the Russian Federation.

8.2. The Bank itself or the registrar can be the keeper of the register of shareholders.

In case the number of shareholders of the Bank is more than 50 the registrar should keep the register.

Solution of questions of confirming the registrar of the Bank and treaty provisions with him (her), and termination of the contract with the registrar are within the competence of the Bank Board of directors.

The commission of conducting and keeping of the register of shareholders of the Bank to the registrar does not relieve the Bank of responsibility for conducting and keeping of the register of shareholders.

8.3. The person registered in the register of shareholders of the Bank, is obliged to inform in due time the keeper of the register of shareholders of the Bank on change of the data. In case the person doesn’t submit information on change of the data the Bank and the registrar are not liable for damages caused in this connection.

8.4. Record is entered in the register of shareholders of the Bank on request of the shareholder or the nominal holder of shares not later than three days from the moment of submission of the documents provided by legal acts of the Russian Federation if shorter term is not set by the current legislation.

8.5. Refusal to enter the record in the register of shareholders of the Bank is not allowed, except for the cases provided by legal acts of the Russian Federation.

Refusal to enter the record in the register of shareholders of the Bank can be appealed to a court. According to court’s decision the registrar is obliged to enter the corresponding record in the specified register.

8.6. The keeper of the register of shareholders of the Bank on request of the shareholder or the nominal holder of shares is obliged to confirm its rights for shares by issuing an extract from the register of shareholders of the Bank which is not a security.

Chapter 9. Distribution of profit of the Bank 9.1. The bank has full economic independence in distribution of net profit.

9.2. Balance and the Bank net profit are calculated in an order provided by the current legislation. From balance profit corresponding taxes, other obligatory payments in the budget and in off-budget funds are paid, and also the expenses which are carried out under the current legislation before taxation are made.

The Bank net profit (after payment of taxes) remains at the disposal of Bank and on the decision of General meeting of shareholders of the Bank is transferred to reserves, formation of other funds of the Bank or is distributed between shareholders in the form of dividends, transferred for other purposes according to the current legislation.

9.3. The bank has the right by results of the first quarter, half-year, nine months of a fiscal year and(or) by results of a fiscal year to make decision(declare) of payment of dividends on placed shares, unless otherwise specified by current legislation. The decision on payment (declaration) of dividends by results of the first quarter, half-year and nine months of fiscal year can be made within three months after the termination of the corresponding period.

Dividends are paid by money. Dividends are paid to shareholders after deduction of corresponding taxes.

Decisions on payment (declaration) of dividends, including decisions on the amount of the dividend and the form of its payment, are accepted by General meeting of shareholders of the Bank. The amount of dividends cannot be more than the Bank is recommended by Board of directors.

Term and order of payment of dividends are set by the decision of General meeting of shareholders of the Bank on payment of dividends and term of their payment should not exceed 60 days from the date of decision on payment of dividends.

The bank has not the right to make decision (declare) about payment of dividends on shares: - Before full payment of all charter capital of the Bank; - before repurchase of all shares which should be repurchased according to article 76 of the Federal law “On joint-stock companies�; - If at date of such decision the Bank meets the insolvency (bankruptcy) test according to the legislation of the Russian Federation on insolvency (bankruptcy) or if the Bank will become insolvent as a result of payment of dividends; - in case at the date of such decision cost of net assets of the Bank is less than its charter capital and reserve fund, and excess over a nominal value of the liquidating cost of the placed preference shares defined by the charter or becomes less as a result of such decision; - From the date of receipt of the requirement of the Bank of Russia about taking measures of financial improvement of the credit organization, having the reason for its submission, till the day of receipt of the corresponding permission of the Bank of Russia; - In other cases provided by federal laws.

The bank has not the right to pay the declared dividends on shares: - If at date of payment the Bank meets the insolvency (bankruptcy) test according to the legislation of the Russian Federation on insolvency (bankruptcy) or if if the Bank will become insolvent as a result of payment of dividends; -- in case at the date of such decision cost of net assets of the Bank is less than its charter capital and reserve fund, and excess over a nominal value of the liquidating cost of the placed preference shares defined by the charter or becomes less as a result of payment of dividends; - From the date of receipt of the requirement of the Bank of Russia about taking measures of financial improvement of the credit organization, having the reason for its submission, till the day of receipt of the corresponding permission of the Bank of Russia; - In other cases provided by federal laws.

After the termination of abovementioned circumstances the Bank is obliged to pay the declared dividends to shareholders.

Dividends are not charged on shares, the property right on which has passed to the Bank according to the current legislation.

9.4. The Bank forms Reserve fund at a rate of 5 percent from its charter capital.

The reserve fund of the Bank is formed by obligatory annual deductions before it takes the size set by the present Charter. The size of annual deductions makes 5 percent from net profit before the fund takes the size set by the present Charter.

The reserve fund of the Bank is meant for compensation of its losses, and also for retirement of bonds of the Bank and the repurchase of its shares in case there are no other resources.

The reserve fund cannot be used for other purposes.

9.5. The bank has the right to form other funds according to the current legislation.

9.6. The bank is obliged to give in due time to tax and other supervising bodies balances, reports and other information necessary to check correctness of calculation and payment of taxes and obligatory non-tax payments, in due time to pay taxes and obligatory non- tax payments in order and volume defined by the legislation.

Chapter 10. Credit resources of the Bank 10.1. Credit resources of the Bank are formed at the expense of: • internal resources of the Bank (except for cost of the fixed capital purchased by it, investments in shares of participation in the charter capital of banks and other legal entities, and other immobilized resources), • resources of the legal entities on their bank accounts, including the resources involved in the form of deposits for bill security, • fixed and non-fixed deposits of individuals, • The credits received in other banks, • Other involved resources As resources for crediting the profit of the Bank which has been not distributed within operational year can be used.

10.2. The bank involves resources according to available licenses of the Bank of Russia for bank operations. The Bank involves resources of individuals to deposits only under condition of participation in system of obligatory insurance of deposits of individuals and registration in the organization which are carrying out functions of obligatory insurance of deposits.

Chapter 11. Maintenance of interests of clients 11.1. The bank provides safety of money resources and other valuables entrusted to it by its clients and correspondents Their safety is guaranteed by all movable and immovable property of the Bank, its monetary funds and the reserves created according to the current legislation and the present Charter, and also carried out by Bank in an order established by the Bank of Russia, measures on maintenance of stability of financial position of the Bank and its liquidity.

11.2. The bank is constantly ready to perform in due time and fully the taken obligations up regulation of structure of the balance according to obligatory regulations set by the Bank of Russia provided by the current legislation for credit organizations.

11.3. The bank deposits to the Bank of Russia in amount and order set by it a part of the involved money resources to obligatory reserves, and also forms insurance funds and reserves according to rules and regulations of the Bank of Russia.

11.4. Money resources and other valuables of legal entities and individuals, being on accounts, in deposits or stored in the bank can be arrested or collected only in cases and in order, provided by federal laws.

11.5. The bank guarantees to the clients and banks-correspondents to keep operations and condition of their accounts and deposits transferred to the Bank in secret.

11.6. Inquiries on operations and accounts of legal entities and citizens carrying out noncorporate business activity are given by the Bank itself to courts and arbitration courts (judges), Audit Chamber of the Russian Federation, bodies of the state tax service, customs offices of the Russian Federation in the cases provided by acts on their activity, and if there is a consent of the public prosecutor - to preliminary investigation bodies on the cases which are in their proceeding.

Inquiries on operations and accounts of legal entities and the citizens who are carrying out non-corporate business activity are given by the Bank to law-enforcement bodies in case they perform functions of exposition, prevention and suppression of tax crimes.

Inquiries on accounts and deposits of individuals are given by the Bank itself to courts, organizations which are carrying out functions of obligatory insurance of deposits, in case of loss occurrence provided by the Federal law on insurance of deposits of individuals in banks of the Russian Federation, and if there is a consent of the public prosecutor - to preliminary investigation bodies on the cases which are in their proceeding.

Inquiries on accounts and deposits in case of death of their owners are given by the Bank to the persons specified by the owner of the account or the deposit at the testamentary order made to the credit organization, to notary's offices hereditary cases in their proceeding about deposits of the dead investors, and concerning accounts of foreign citizens - to foreign consulates.

The information on operations of legal entities, the citizens carrying out non-corporate business activity and individuals is given by Bank to the authorized body preventing legalization (laundering) of criminal income, in cases, order and scope provided by the legislation of the Russian Federation The information on operations of legal entities, the citizens who are carrying out noncorporate business activity and individuals with their consent is represented by the Bank in order to form credit histories in a bureau of credit histories in an order and on conditions which are provided by the contract signed with a bureau of credit histories according to the Federal act on credit histories.

11.7. All officials and employees of the Bank, its shareholders and their representatives, auditors are obliged to keep in secret operations, accounts and deposits of the Bank clients and its correspondents (bank secret), and the Bank trade secret as well.

The list of data which is a trade secret of the Bank, is made up by the Bank Board taking into account the current legislation.

11.8. The information created, purchased and collected in the course of Bank activity, as well as other information which is kept in the Bank on paper, magnetic and other media and considered to be a trade secret by the Bank Board, is not subject to sale, transfer, copying, reproduction, exchange and other distribution and duplicating in any form without the consent of the Bank Board or officials of the Bank authorized by the Board.

The procedure of processing of information which is considered to be the Bank trade secret, and liability of infringement of processing procedure are set by the Bank Board.

Chapter 12. The Bank accounting and reporting. Record keeping.

12.1. The Bank keeps accounting and submits financial reporting in an order established by the legislation.

Rules of accounting, submission of financial and statistical reporting, annual reporting by credit organizations are established by the Bank of Russia taking into account the international bank practice.

12.2. Responsibility for accounting in the Bank, compliance with legislation while performing economic operations is taken by the Chairman of Board of the Bank.

The chief accountant of Bank reports directly to the Chairman of Board of the Bank and bears responsibility for accounting policy formation, book keeping, timely submission of full and reliable accounting reporting.

The chief accountant of the Bank provides conformity of operations carried out by the Bank to the legislation of the Russian Federation, control of material flow and performance of obligations.

12.3. Reliability of data containing in the annual report of the Bank, annual accounting reporting should be confirmed by the Auditor (Revision committee) of the Bank. Before the Bank issues these documents it is obliged to involve an auditor not connected by property interests with Bank or its shareholders for annual check and confirmation of the annual financial reporting.

12.4. The bank submits to state bodies the information necessary for taxation and state system of collecting and processing of economic information.

12.5. The bank publishes the information concerning equity securities, in scope, terms and order established by the legislation.

12.6. Results of activity of the Bank are reflected in month, quarter and annual accounting balances, in the profit and loss statement as well as in the annual report submitted to the Bank of Russia in the terms established by it.

12.7. The bank is obliged to publish: The Bank annual report, the annual accounting reporting; The prospectus of issue of shares of the Bank in the cases provided by legal acts of the Russian Federation; The notice of General meeting of shareholders of the Bank in an order provided by the Federal law “On joint-stock companies�; Other data determined by federal enforcement authority on the securities market.

Obligatory disclosing of the information by the Bank in case of public placing of bonds b or other securities is carried out by the Bank in scope and order which are established by federal enforcement authority on the securities market.

12.8. Fiscal year of the Bank begins on January, 1 and ends on December, 31.

12.9. The bank is obliged to keep the following documents: - The charter of the Bank, amendments and additions introduced in the Charter of the Bank registered in due order, the certificate on the state registration of the Bank;

- The documents confirming the rights of the Bank to property (assets); - Internal documents of the Bank; - Provisions on branches and Bank representative offices; - Annual reports; - Accounting documents and financial reporting; - Minutes of General meetings of shareholders, sessions of Board of directors of the Bank, Revision committee and the Bank Board; - Bulletins for voting, and also powers of attorney (a copy of powers of attorney) for participation in General meeting of shareholders of the Bank; - Reports of independent appraisers; - Lists of affiliated persons of the Bank; - Lists of the persons having the right to participate in General meeting of shareholders of the Bank, right to get dividends as well as other lists made by Bank for shareholders to exercise their rights according to requirements of the legislation; - Certificates of the Auditor (Revision committee) of the Bank, the auditor of the Bank, state and municipal bodies of financial control; - Issue prospectuses, quarterly reports of the issuer and other documents containing information, subject to publication or other disclosing according to the legislation; - Other documents provided by legislation, the present Charter, internal documents of the Bank, decisions of General meeting of shareholders, Board of directors of the Bank, Board and the Chairman of Board of the Bank.

The Bank keeps the specified documents in the location of its executive office - Bank Board - in order and terms established by federal enforcement authority on the securities market.

12.10. The Bank is obliged to provide to shareholders access to the documents provided by point 12.9 of the present Charter. Shareholders having in aggregate not less than 25 percent of voting shares of Bank have the right of access to accounting documents and reports of board meetings of the Bank.

Documents should be submitted by the Bank within seven days from the date of presentation of the corresponding requirement for acquaintance in the Bank Board. The Bank is obliged on request of persons having the right of access to documents, to give them copies of the specified documents. The payment taken by the Bank for these copies, cannot exceed an expense for their manufacturing.

12.11. The bank is obliged to provide safety of archival documents, including documents on staff, during the terms of their storage established by federal laws, other standard legal acts of the Russian Federation, and also the lists of documents provided by part 3 article6 and part 1 article 23 of the present Federal law “On joint-stock companies�.

The bank is obliged to provide safety of accounting documents in order and terms established by the Bank of Russia. In this case primary registration documents, accounting registers, accounting reporting are kept during the terms established according to rules of the organization of the state archival business, but not less than five years.

Responsibility for the correct organization and observance of the established order of accounting documents keeping is assigned to the Chairman of Board and the chief accountant of the Bank.

Chapter 13. Management of the Bank 13.1. Management bodies of the Bank are: • General meeting of shareholders of the Bank, • Board of directors of the Bank, • Collegial executive body - the Bank Board • Chief executive officer - the Chairman of Board of the Bank.

13.2. General meeting of shareholders of the Bank is the supreme body of management of the Bank. The competence of General meeting of shareholders of the Bank concerns the following issues: 1) amendments and additions in the Charter of Bank or approval of the Bank Charter as amended, 2) reorganization of the Bank, 3) Bank liquidation, appointment of the liquidation commission and approval of intermediate and final liquidating balances, 4) definition of number of Board of directors of the Bank, election of its members and early termination of their powers, 5) definition of quantity, nominal value, category (type) of declared shares and rights given by these shares, 6) increase in the charter capital of the Bank by increase in nominal value of shares and also by placing of additional shares in cases when according to the Federal law “On joint-stock companies” such decision can be taken only by General meeting of shareholders of the Bank; 7) reduction of the charter capital of the Bank by reduction of nominal value of shares, by repurchase of a part of shares in order to reduce their total number as well as by retirement of shares purchased or repurchased by the Bank, 8) election of the Auditor (members of the Revision committee) of the Bank and early termination of their powers, 9) appointment of the auditor of the Bank, 10) payment (declaration) of dividends by results of the first quarter, half-year, nine months of fiscal year, 11) approval of annual reports, annual accounting reporting, including profit and loss account of the Bank as well as profit distribution (including payment (declaration) of dividends, except for profit distributed as dividends by results of the first quarter, halfyear, nine months of fiscal year) and losses of the Bank by results of a fiscal year, 12) procedure of General meeting of shareholders of the Bank, 13) election of members of the counting board and early termination of their powers, 14) split and consolidation of shares, 15) approval of the large transaction which subject is the property which cost makes more than 50 % of balance cost of assets of the Bank, 16) decisions on approval of transactions of interest in cases provided by the Federal law “On joint-stock companies”, 17) decisions on participation in financial and industrial groups, associations and other associations of the commercial organizations, 18) approval of internal documents regulating activity of bodies of the Bank, 19) Bank purchase of placed shares in cases provided by the Federal law “On joint-stock companies”,

20) the decision of other questions provided by the law.

13.3. The questions referred to the competence of General meeting of shareholders of the Bank, cannot be resolved by the Bank executive office.

The questions referred to the competence of General meeting of shareholders of the Bank, cannot be resolved by the Bank Board of directors, except for the questions provided by the Federal law “On joint-stock companies”.

General meeting of shareholders of the Bank has not the right to consider and make decision on the questions which are not referred to its competence by the Federal law “On jointstock companies”.

13.4. After the Bank receives the voluntary or obligatory offer, provided accordingly by articles 84.1. and 84.2. of the Federal law “On joint-stock companies”, decisions on the following questions are taken only by General meeting of shareholders of the Bank: 1) increase in the charter capital of the Bank by placing additional shares within the limits of quantity and categories (types) of the declared shares; 2) placing of securities converted in shares by the Bank, including Bank options; 3) approval of transaction or several interconnected transactions connected with purchase, alienation or possibility of direct or indirect alienation by the Bank of property which cost makes 10 and more percent of balance cost of assets of the Bank, determined according to its accounting reporting for last accounting date unless such transactions are made in the course of regular economic activity of the Bank or has been made before the Bank received the voluntary or obligatory offer, and in case the Bank received the voluntary or obligatory offer of purchase of negotiable securities - till the moment of disclosing of the information of submission of the appropriate offer to the Bank; 4) approval of interested party transactions; 5) purchase of placed shares by the Bank in cases provided by the Federal law «On jointstock companies»; 6) increase in remuneration to the persons holding positions in management bodies of the Bank, establishment of conditions of termination of their powers, including setting or increase in compensation paid to these persons, in case of termination of their powers.

Restrictions established by the present point are not valid after 20 days since the end of term of acceptance of the voluntary or obligatory offer.

In case till this moment the person who has purchased more than 30 percent of total number of shares of the Bank specified in point 1 of article 84.1 of the Federal law «On jointstock companies» according to the results of acceptance of the voluntary or obligatory offer, taking into account the shares belonging to this person and his(her) affiliated persons, demands to convene an extraordinary General meeting of shareholders of the Bank which agenda includes the question on election of members of Board of directors of the Bank, the restrictions established by the present point, operate till voting summarizing of election of members of Board of directors of the Bank on General meeting of shareholders of the Bank, considering such question.

13.5. General meetings of shareholders of Bank can be annual and extraordinary. The Bank holds annual General meeting of shareholders every year which solves questions on election of Board of directors of the Bank, the Revision committee (Auditor), approval of the auditor of Bank, annual reports, accounting balances, profit and loss accounts of the Bank and distribution of its profit and indemnification as well as other subjects.

Annual General meeting of shareholders of Bank is held not earlier than two months in advance and not later than six months after the termination of fiscal year of the Bank.

Extraordinary General meeting of shareholders of the Bank is held according to the decision of Board of directors of the Bank on the basis of its own initiative, requirement of the Auditor (Revision committee) of the Bank, the auditor, and also the shareholder (shareholders) owning not less than 10 percent of voting shares of the Bank for date of submission of requirements.

13.6. For participation in General meeting of shareholders of the Bank the list of the shareholders having the right to participate in General meeting of shareholders is made.

The order and terms of drawing up of the list of persons having the right to participate in General meeting of shareholders, are established by provisions of the Federal law «On jointstock companies».

Changes in the list of persons having the right to participate in General meeting of shareholders of the Bank, can be made only in case of restoration of violated rights of persons who have been not included in this list at the date of its drawing up, or correction of the mistakes made by drawing up.

13.7. The notice of General meeting of shareholders of the Bank is made by the registered mail directed to the shareholder in terms, provided by items 52 of the Federal law «On jointstock companies».

The bank has the right to notify in addition shareholders of General meeting of shareholders via other mass media (TV, radio).

13.8. In addition to requirements provided by the present Charter and the Federal law «On joint-stock companies» to order of preparation, convocation and carrying out of General meeting of shareholders of the Bank are established by federal enforcement authority on the securities market.

13.9. The shareholder can participate in voting both personally and by proxy. The shareholder has the right to replace the proxy any time on General meeting of shareholders or take part in General meeting of shareholders of the Bank personally.

The proxy of the shareholder on General meeting of shareholders of the Bank acts according to the powers based on instructions of federal laws or acts of authorized state bodies or local governments or the power of attorney made in writing. The power of attorney on voting should contain data on the represented shareholder and the representative (for an individual - the name, data of the identification document (series and (or) document number, date and place of its delivery, the body which has given the document), for the legal entity - the name, data on the location). The power of attorney on voting should be issued according to requirements of points 4 and 5 of articles 185 of the Civil code of the Russian Federation or certified by a notary.

In case of transfer of shares after date of drawing up of the list of persons having the right to participate in General meeting of shareholders of the Bank, and before date of General meeting of shareholders the person included in this list is obliged to give to the purchaser the power of attorney for voting or to vote at the General meeting of shareholders of the Bank according to instructions of the purchaser of shares. The specified rule is applied also to each subsequent case of transfer of the share.

In case the Bank share is in the general share property of several persons competences of voting at the General meeting of shareholders of the Bank are exercised at their discretion by one of participants of the general share property or their general proxy. Powers of each of the specified persons should be properly documented.

13.10. General meeting of shareholders of the Bank is competent (has quorum) if the shareholders possessing in aggregate more than half of votes of placed voting shares of the Bank have taken part in it.

The shareholders registered for participation in the General meeting of shareholders of the Bank and the shareholders which bulletins are received not later than two days before date of the General meeting of shareholders of the Bank are deemed to have taken part in the General meeting of shareholders.

The shareholders which bulletins are received till the final date of reception of bulletins deemed to have taken part in the General meeting of shareholders of the Bank, carried out in the form of correspondence voting.

In case there is no quorum for annual General meeting of shareholders there should be the second general meeting of shareholders with the same agenda.

In case there is no quorum for extraordinary general meeting of shareholders there should be the second general meeting of shareholders with the same agenda.

The second General meeting of shareholders is competent (has quorum) if the shareholders possessing in aggregate not less than 30 percent of votes of placed voting shares of the Bank have taken part in it.

The notice of the second General meeting of shareholders is made according to requirements of the Federal law «On joint-stock companies».

13.11. Voting at the General meeting of shareholders of the Bank is carried out according to the principle «one voting share of the Bank is one vote», except for cumulative voting in case provided by the Federal law «On joint-stock companies».

Voting on subjects of the agenda of General meeting of shareholders can be carried out by bulletins for voting.

Voting on subjects of the agenda of General meeting of shareholders of the Bank if the number of shareholders - owners of voting shares of the Bank exceeds 100, as well as voting on subjects of the agenda of General meeting of shareholders of the Bank performed in the form of correspondence voting, are carried out only by bulletins for voting.

13.12. The decision of General meeting of shareholders of the Bank is taken by the majority of votes of shareholders- owners of voting shares which are taking part in the General meeting of shareholders, unless otherwise specified by the Federal law «On joint-stock companies».

The decision of the questions provided by subparagraphs 1-3, 5, 15 and 19 points 13.2. of the present Charter, are taken by General meeting of shareholders of the Bank by the majority in three quarters of votes of shareholders - owners of the voting shares which are taking part in the General meeting of shareholders of the Bank.

The decision of the questions specified in subparagraphs 2, 6, 14-19 points 13.2. of the present Charter, are taken by General meeting of shareholders of the Bank only according to the offer of Board of directors of the Bank.

The decision of each of the questions specified in subparagraphs 2, 6, 7, 14 points 13.2. of the present Charter can contain instructions on term after which expiration such decision is not subject to execution. This term ends at the moment of: state registration of one of the societies founded by reorganization of the Bank in the form of division, - for decision of General meeting of shareholders of the Bank on reorganization of Bank in the form of division; entering into the uniform state register of legal entities of record of the termination of activity of an attached company - for decision of General meeting of shareholders of the Bank on reorganization of the Bank in the form of joining; state registration of the legal entity established by reorganization of the Bank, - for decision of General meeting of shareholders of the Bank on reorganization of the Bank in the form of merging, allocation or transformation;

The state registration of issuance (additional issuance) of securities - for decision of General meeting of shareholders of the Bank on increase in the charter capital of the Bank by increase in nominal value of shares or placing of extra shares, decisions of General meeting of shareholders of the Bank on reduction of the charter capital of Bank by reduction of nominal value of shares or the decision of General meeting of shareholders of the Bank on splitting or consolidation of shares; purchase of one share at least - for decision of General meeting of shareholders of the Bank on reduction of the charter capital of the Bank by purchase of a part of own shares to reduce their total quantity or by retirement of the shares purchased or repurchased by the Bank.

The decision of General meeting of shareholders of the Bank on reorganization of the Bank in the form of allocation there can be provided a term after which expiration such decision is not subject to execution concerning the founded company or companies which state registration has not been carried out during this term. In this case reorganization of the Bank in the form of allocation is considered finished from the moment of the state registration during the term provided by the present point, of the last company of the companies created by such reorganization.

13.13. The Chairman of Board of directors of the Bank acts as the chairman of General meeting of shareholders of the Bank.

13.14. The minutes of General meeting of shareholders of Bank are made in duplicate not later than 15 days after closing of General meeting of shareholders of the Bank.

Both copies are signed by the chairman of the General meeting of shareholders and the secretary of General meeting of shareholders of the Bank.

13.15. The shareholder has the right to appeal to court against the decision taken by General meeting of shareholders of the Bank with violation of requirements of the Federal law «On joint-stock companies», other legal acts of the Russian Federation and the present Charter in case s(he) did not accept participation in General meeting of shareholders of the Bank or voted against such decision, and the specified decision violates his(her) rights and legitimate interests.

Chapter 14. Board of directors of the Bank 14.1. The board of directors carries out the general management of the Bank activity, except for solution of the questions referred to competence of General meeting of shareholders of the Bank.

The activity of the Bank board of directors is regulated by federal laws, other statutory acts, the present Charter, as well as Provision on the Bank Board of directors, approved by General meeting of shareholders of the Bank.

Provision on the Bank Board of directors within the limits of the legislation on joint-stock companies, regulates issues of the organization of work of Board of directors, order of session convening, issues of exercise of powers of Board of directors within the limits of the competence set by the Charter, and other issues necessary for effective management of the Bank.

14.2. The following issues are referred to the competence of Board of directors of the Bank: 1) resolution of priority directions of the Bank activity; 2) convocation of annual and extraordinary General meetings of shareholders of the Bank in due order; 3) approval of the agenda of General meeting of shareholders of the Bank; 4) setting of date of drawing up of the list of persons having the right to participate in General meeting of shareholders of the Bank, and other issues referred to the competence of Board of directors of the Bank according to provisions of the Federal law «On joint-stock companies» connected with preparation and holding of general meeting of shareholders;

5) submission of questions provided by subparagraphs 2, 6, 14-19 points 13.2 of the present Charter to solution of General meeting of shareholders of the Bank; 6) increase in the charter capital of Bank by placing extra shares within quantity and categories (types) of the declared shares, except cases carried by the Federal law «On joint-stock companies» to the competence of General meeting of shareholders of Bank; 7) placing of bonds and other equity securities by the Bank; 8) determination of a price (monetary value) of property, price of placing and repurchase of equity securities of the Bank in cases provided by the Federal law «On joint-stock companies»; 9) purchase of shares placed by the Bank, bonds and other securities in certain cases; 10) formation of collegial body, appointment of CEO of the Bank and earlier termination of their powers, fixing of remunerations and compensations paid to them; 11) recommendations on the amount of remunerations and compensations paid to members of the Revision committee (Auditor) of the Bank, and fixing of the value of fee for the auditor; 12) recommendations on the amount of the dividend of shares and order of its payment; 13) use of the reserve and other funds of the Bank; 14) approval of internal documents of the Bank, except for the internal documents referred by the Federal law «On joint-stock companies» to the competence of General meeting of shareholders of the Bank, as well as internal documents of the Bank which approval is referred to the competence of Board or the Chairman of Board of the Bank by the present Charter; 15) creation of branches and opening of representative offices of the Bank; 16) decisions on participation and termination of participation of the Bank in other organizations (except for the organizations specified in subparagraph 17 of point 13.2 of the present Charter) in due order; 17) approval of the large transaction, in the cases provided by article 79 of the Federal law «On joint-stock companies»; 18) approval of the transactions provided by article 83 of the Federal law «On joint-stock companies»; 19) approval of transactions to be made with connected persons (individuals and legal entities which can influence character of decisions taken by the Bank on granting of credits and crediting conditions, as well as persons whose decisions can be influenced by the Bank) transactions according to internal documents of the Bank and statutory acts of Bank of Russia; 20) creation and functioning of the effective internal control of the Bank; 21) regular consideration of efficiency of the internal control at the sessions and discussion of issues of organization of the internal control and measures to increase its efficiency with executive powers of the Bank 22) consideration of documents on the organization of system of the internal control, prepared by the Bank executive powers, service of the internal control of Bank, the auditor organization, performing the Bank audit; 23) measures providing operative performance by executive powers of the Bank of recommendations and remarks of service of the internal control of the Bank, the auditor organization, performing the Bank audit, and supervising bodies; 24) timely check of conformity of the internal control to character, extent and conditions of activity of the Bank in case of their change; 25) strategic management and liquidity control, including development of the basic requirements and strategic directions for the control system organization in the Bank, reception of information from the Bank Board about measures taken for liquidity management and control, estimation of system of the measures taken by Board of the Bank for management of liquidity and making of certain decisions;

26) solution of questions of appointment of the registrar of the Bank and provisions of the contract with him(her) as well as cancellation terms; 27) acceptance of recommendations concerning the voluntary or obligatory offer received by the Bank, provided by articles 84.1. and 84.2. of the Federal law «On joint-stock companies», including estimation of suggested price of purchased securities and possible change of their market cost after purchase, estimation of plans of persons who have submitted the voluntary or obligatory offer, concerning the Bank, including offers concerning its employees; 28) other issues provided by the current legislation and the Bank Charter.

The questions referred to the competence of Board of directors of the Bank cannot be resolved by the executive office of the Bank.

14.3. Total number of Board of directors of the Bank is set by General meeting of shareholders of the Bank with the restrictions established by the Federal law «On joint-stock companies».

14.4. Members of Board of directors of the Bank are selected by General meeting of shareholders of the Bank for the term up to the following annual meeting of shareholders. If the annual meeting of shareholders has not taken place in terms established by point 1 of article 47 of the Federal law «On joint-stock companies», powers of Board of directors of the Bank cease, except for powers on preparation, convening and holding of annual General meeting of shareholders of the Bank.

Elections of members of Board of directors of the Bank are carried out by cumulative voting. Candidates having the maximum number of votes are considered as elected to the Board of directors of the Bank.

Candidates to the Board of directors of the Bank should comply with qualifying requirements established by federal laws and statutory acts of the Bank of Russia accepted according to them.

The persons selected to the Board of directors of the Bank can be re-elected unlimited number of times.

According to the decision of General meeting of shareholders of the Bank powers of all members of Board of directors of the Bank can be ceased ahead of schedule.

Only an individual can be a member of Board of directors of the Bank.

The member of Board of directors of the Bank can not be a shareholder of the Bank.

Members of a joint executive office of the Bank - Bank Boards - cannot make more the one fourth structure of Board of directors of the Bank.

Members of Board of directors of the Bank elect the Chairman of Board of directors of Bank among them by majority of votes from the general number of members of Board of directors of the Bank.

The person carrying out functions of CEO of the Bank - the Chairman of Board of the Bank - cannot be at the same time the Chairman of Board of directors of the Bank.

The chairman of Board of directors of the Bank organizes its work, convenes sessions of Board of directors of the Bank and presides over them, organizes report conducting at sessions, presides over General meeting of shareholders of the Bank unless otherwise specified by the present Charter.

In case there is no Chairman of Board of directors of the Bank, his (her) functions are performed by one of members of Board of directors of the Bank according to the decision of Board of directors of Bank.

According to the decision of General meeting of shareholders of the Bank members of Board of directors of the Bank executing their duties can get remuneration and (or)

compensation of expenses connected with execution of functions of a member of Board of directors of the Bank. The amount of such remunerations and compensations are established by the decision of General meeting of shareholders.

Election of members of board of directors (supervisory board) of the company founded by reorganization is carried out taking into account the features provided by the chapter II of the Federal law «On joint-stock companies».

14.5. Session of Board of directors of the Bank is convened by its Chairman on his(her) own initiative, on request of a member of Board of directors of the Bank, revision committee (Auditor) or the auditor of the Bank and the Bank executive office.

14.6. The quorum for session of Board of directors of the Bank makes not less than half of number of the selected members of Board of directors.

In case number of members of Board of directors of the Bank is less the number necessary for the quorum, the Bank Board of directors is obliged to make a decision to hold an extraordinary General meeting of shareholders for election of new Board of directors of the Bank. The remained members of Board of directors of the Bank have the right to make the decision only to convene such extraordinary General meeting of shareholders.

14.7. Decisions at session of Board of directors of the Bank are taken by the simple majority of votes of present members unless otherwise specified by the Federal law «On jointstock companies» and the present Charter.

In case questions are solved at session of Board of directors each member of Board of directors of the Bank has one vote. The transfer of vote of one member to the other member of Board of directors of the Bank is forbidden.

In case of equality of votes the Chairman of Board of directors of the Bank has the casting vote right.

In case of presence of quorum and results of voting the account of written opinion concerning the agenda of a member of Board of directors of the Bank which is absent at session of Board of directors is possible.

The decision of Board of directors of the Bank can be taken by correspondence voting.

14.8. Members of Board of directors of the Bank are obliged to observe loyalty in relation to the Bank. They have not the right to use the possibilities given to them for purposes contradicting the present Charter or to damage property and/or non-property interests of the Bank.

14.9. The member of Board of directors of the Bank, not participating in voting or voting against the decision taken by Board of directors of the Bank in violation of the order established by legal acts of the Russian Federation and the present Charter has the right to appeal against the specified decision in court in case this decision violates his (her) rights and legitimate interests.

Such application can be submitted to court within one month from the date of when the member of Board of directors of Bank has learnt or should learn about the taken decision.

Chapter 15. The Bank Executive office 15.1. The management of current activity of the Bank is carried out by a joint executive office of the Bank - Board of Bank and CEO of the Bank - the Chairman of Board of the Bank.

15.2. Executive powers are accountable to Board of directors of the Bank and General meeting of shareholders of the Bank.

Bank executive powers are formed according to the decision of Board of directors of the Bank.

15.3. Issues of management of the Bank current activity, except for issues referred to the competence of General meeting of shareholders of the Bank, Bank Board of directors, and issues

which are in the competence of the Chairman of Board of Bank are referred to competence of the Bank Board.

15.3.1. The Board previously considers all issues which are subject to decision at General meeting of shareholders of the Bank or the Bank Board of directors, and prepares information, conclusions and recommendations for them.

15.3.2. The Bank Board controls activity of structural divisions of the Bank, its branches and representative offices, on execution of the decisions taken by management bodies of the Bank.

15.3.3. The following issues concern the competence of Board of the Bank: 1) determination of organizational structure of the Bank; 2) determination of accounting policy of the Bank, solution of questions of the organization of accounting and reporting; 3) creation of committees and commissions on various directions of the Bank activity and the approval of decisions of corresponding committees and commissions; 4) approval of lending limits, standard conditions of granting of money resources as well as decisions of credits on favorable terms; 5) solutions on specification of classification of loans according to statutory acts of the Bank of Russia; 6) approval of rates on attraction of resources; 7) approval of internal documents of the Bank, except for the documents approved by General meeting of shareholders of the Bank and the Bank Board of directors; 8) approval of provisions on structural divisions of the Bank and duty regulations; 9) determination of the list of the information being a trade secret of the Bank; 10) allocation of responsibility for non-performance of decisions of Board of directors of the Bank, fulfillment of strategy and policy of the Bank concerning organization and internal control; 11) delegation of powers on working out of rules and procedures in the field of internal control to heads of corresponding structural divisions and control over their execution; 12) check of conformity of the Bank activity to the internal documents establishing a procedure of the internal control and estimation of conformity of contents of the specified documents to character and scope of activity of the Bank; 13) management and control of risks in the Bank activity; 14) management and control of liquidity; 15) working out of provisions on funds of the Bank and their submission for consideration of Board of directors of the Bank; 16) other issues referred to the competence of Board of the Bank by the current legislation of the Russian Federation, the present Charter, decisions of higher bodies of Bank.

15.4. The chairman of Board of the Bank is CEO of the Bank and manages all current activity of the Bank.

15.5. The chairman of Board of the Bank operates on the basis of the Charter and Provision of the Board, confirmed by General meeting of shareholders of the Bank.

15.6. The chairman of Board of Bank has the right to solve all questions of activity of the Bank, except for the questions referred to the competence of General meeting of shareholders of the Bank, the Bank Board of directors as well as the questions referred to the competence of Board of the Bank.

The chairman of Board of the Bank: 15.6.1. Acts on behalf of Bank without the power of attorney, represents the Bank in courts, state governing bodies, law enforcement bodies;

15.6.2. Makes on behalf of the Bank within the competence all transactions provided by the law, in particular, gives powers of attorney to employees of the Bank; 15.6.3. Employs and dismisses employees of the Bank, confirms the list of staff; 15.6.4. Issues orders, instructions obligatory for execution by all employees of the Bank, applies encouragement and summary punishment measures.

15.7. In case there is no Chairman of Board of the Bank its function are assigned to one of assistants. The assistant in this case operates on the basis of the order of the Chairman of Board of the Bank and the power of attorney which has been given by him(her) according to the current legislation.

15.8. The rights and duties of the Chairman of Board of the Bank are established according to the current legislation and the contract concluded with the Bank. The contract on behalf of the Bank is signed by the Chairman of Board of directors of the Bank or the person authorized by Board of directors.

15.9. The board operates on the basis of the Bank Charter and the Provision establishing terms and order of convening and holding of sessions as well as procedure of decision-making which is confirmed by General meeting of shareholders.

Chapter 16. Responsibility of members of Board of directors of the Bank, the Chairman of Board of Bank and (or) members of Board of the Bank 16.1. Members of Board of directors of the Bank, the Chairman of Board of the Bank, members of Board of the Bank exercising their rights and performance of duties should act in interests of the Bank and exercise rights and fulfill duties concerning Bank honestly and reasonably.

16.2. Members of Board of directors of the Bank, the Chairman of Board of the Bank, members of Board of the Bank are responsible to the Bank for losses caused to the Bank by their guilty actions (inactivity) if other bases of responsibility are not established by federal laws.

Members of Board of directors of Bank, the Chairman of Board of Bank, members of Board of Bank bear responsibility before Bank or its shareholders for the losses caused by their faulty actions (inactions) violating the order of purchase of shares of the open company, provided by chapter XI.1 of the Federal law «On joint-stock companies».

In this case members of the Bank Board of directors, Board of Bank who have voted against the decision which has entailed losses of the Bank or its shareholders or haven’t participated in voting do not bear responsibility.

16.3. The bases and procedure of bringing to liability of a member of Board of directors of the Bank, the Chairman of Board of Bank, a member of Board of the Bank are established by provisions of the Federal law «On joint-stock companies» and other regulations of the current legislation.

Chapter 17. The control over financial and economic activity of the Bank 17.1. The control of financial and economic activity of Bank is carried out by the Auditor selected by General meeting of shareholders of the Bank for a period of one year. General meeting of shareholders of the Bank can make the decision on Revision committee election.

The auditor (members of the Revision committee) cannot be at the same time members of Board of directors of the Bank or hold other offices in the Bank management bodies.

The shares belonging to members of Board of directors of the Bank or persons holding offices in the Bank management bodies cannot participate in voting for election of the auditor of the Bank (members of the Revision committee of Bank).

17.2. According to the decision of General meeting of shareholders of the Bank the Auditor (members of the Revision committee) of the Bank performing their duties can get remunerations or compensations of expenses connected with execution of their duties. Amount of such

remunerations and compensations are established by the decision of General meeting of shareholders of the Bank.

The auditor of Bank (members of the Revision committee) bears responsibility for honest performance of the duties assigned to them in order established by the current legislation.

17.3. During performance of functions assigned to the Auditor of the Bank (Revision committee) persons not occupying any permanent offices in the Bank can be involved as experts.

Responsibility for actions of the involved experts is born by the Auditor of Bank (the chairman of the Revision committee).

17.4. The auditor of Bank (Revision committee) checks observation by the Bank of the legislative and other acts regulating its activity, organization of internal control, legality of operations made by Bank (continuous or random inspection), condition of cash department and property.

On request of the Auditor (Revision committee) of the Bank the persons holding offices in management bodies of the Bank, are obliged to submit documents on its financial and economic activity.

The operating procedure of the Auditor of Bank (revision committee), their competence are established by Provision on the Auditor of the Bank (Provision on the Revision committee), confirmed by General meeting of shareholders of the Bank.

The auditor of Bank (Revision committee) submits to General meeting of shareholders of the Bank the report on the performed audit and the conclusion on conformity of accounting balance and the profit and loss statement submitted for approval to the real state of affairs in the Bank with recommendations of remedial actions.

17.5. Check (audit) of financial and economic activity of the Bank is carried out on the results of its activity for a year and any time on the initiative of the Auditor (Revision committee) of the Bank, decision of General meeting of shareholders of the Bank, Board of directors of the Bank or on request of the shareholder (shareholders) owning in aggregate not less than 10 percent of voting shares of the Bank.

17.6. By results of audit in case there is a threat to interests of the Bank or its investors or revealing of abuses of officials the Auditor of Bank (Revision committee) demands convening of extraordinary General meeting of shareholders of the Bank.

17.7. Documented results of checks the Auditor (Revision committee) submits for consideration to the Bank Board of directors, and also to the Chairman of Board of the Bank to take appropriate measures.

17.8. For check of financial and economic activity of the Bank and approval of reliability of its financial reporting the Bank annually involves the professional auditor organization which is not connected by property interests with the Bank or its participants (external audit), having license for such check.

The auditor is approved by General meeting of shareholders of the Bank.

The size of fee of the auditor is established by the Bank Board of directors.

17.9. Auditor check of the Bank is carried out according to the legislation of the Russian Federation on the basis of the contract concluded with the auditor organization.

17.10. Conclusions following the results of check of financial economic activity of the Bank made by the Auditor of Bank (Revision committee) and the auditor organization should contain the data: • on reliability of reports and other financial documents of the Bank; • The information on the facts of violations of procedures of accounting and financial reporting established by legal acts of the Russian Federation as well as legal acts of the Russian Federation during financial and economic activity;

•

Performance by the Bank of obligatory regulations established by the Bank of Russia; • Quality of management of the Bank; • Condition of internal control and other provisions established by the legislation and the present Charter of the Bank.

The audit report is submitted to the Bank of Russia in due order.

17.11. According to requirements of the current legislation of the Russian Federation the Bank organizes the system of internal control which is a combined system of bodies and directions of internal control, providing observation of procedure and achievement by the Bank of purposes of effective bank activity.

17.12. The internal control is carried out in order to maintain: 1) efficiency and effectiveness of financial and economic activity in bank operations and other transactions, efficiency of asset-liability management, including maintenance of asset security and managements of bank risks; 2) reliability, completeness, objectivity and timeliness of drafting and submitting of financial, accounting, statistical and other reporting (for external and internal users), as well as information security (security of interests (purposes) of the Bank in the information sphere being a combination of information, information infrastructure, subjects collecting, distributing and using information as well as systems of regulation of relations arising from it); 3) observation of normative legal acts, standards of the self-regulating organizations (for professional participants of the securities market), constituent and internal documents of the Bank; 4) prevention of involving of the Bank and participation of its employees in illegal activity, including legalization (laundering) of criminal money and terrorism financing as well as timely submission of data to public authorities and the Bank of Russia according to the legislation.

17.13. System of bodies of internal control of the Bank includes: - the Bank management bodies (General meeting of shareholders of the Bank, the Bank Board of directors; Board of the Bank and the Chairman of Board of the Bank); - The auditor (Revision committee) of the Bank; - The chief accountant of the Bank (his(her) assistants); - The head (his(her) assistants) and the chief accountant (his(her) assistants) of the Bank branches (in case the Bank branches are founded); - Departments and employees of the Bank carrying out internal control according to powers established by internal documents of the Bank, including: 1) Internal control Service - the department of the Bank carrying out activity according to requirements of statutory acts of the Bank of Russia on the organization of internal control in credit organizations; 2) the executive on combating money laundering and terrorism financing - the official responsible for development and implementation of rules of internal control for combating money laundering and terrorism financing, programs of its realization and other internal organizational measures for these purposes, as well as for submission of data to the authorized bodies combating money laundering and terrorism financing according to the Federal law «On combating money laundering and terrorism financing» and statutory acts of the Bank of Russia;

3) the supervisor of the professional participant of the securities market - the executive checking conformity of activity of the Bank, as a professional participant of the securities market, to requirements of the legislation on securities and protection of the rights and legitimate interests of investors of the securities market, normative legal acts of federal enforcement authority on the securities market.

17.14. The system of internal control of the Bank includes the following aspects: 1) control of organization of the Bank activity by the Bank management bodies; 2) control of and estimation of bank risks. The control over the system of bank risks management is performed by the Bank on a constant basis in an order established by internal documents; 3) control over distribution of powers in bank operations and other transactions; 4) control of information management (reception and transfer of information) and maintenance of information security; 5) constant supervision over functioning of the system of internal control in order to estimate the degree of its conformity to problems of activity of the credit organization, troubleshooting, development of offers and control of implementation of solutions on improvement of system of internal control of the Bank (further - monitoring of the system of internal control); 17.15. General meeting of shareholders of the Bank, the Bank Board of directors, the Bank Board, the Chairman of Board of the Bank are the Bank management bodies. The procedure of their formation and powers are established according to the current legislation, the present Charter and internal documents of the Bank.

General meeting of shareholders of the Bank participates in system of internal control of the Bank by making decisions to improve efficiency and effectiveness of financial and economic activity of the Bank, according to its competence established by the current legislation and the present Charter, including by election of members of the Board of directors of the Bank and early termination of their powers, election of the Auditor (members of the Revision committee) of the Bank and early termination of their powers, approval of internal documents of the Bank establishing operating procedures of the Auditor (Revision committee) of the Bank. General meeting of shareholders of the Bank carries out other powers in the field of internal control provided by the current legislation.

17.16. The following issues are referred to the competence of Board of directors of the Bank in the field of internal control: - Creation and functioning of effective internal control; - Regular consideration at the sessions of efficiency of internal control and discussion with executive bodies of the Bank of issues of organization of internal control and measures to increase its efficiency; - Consideration of documents on the organization of the system of internal control, prepared by the Bank executive bodies, Internal control service of the Bank, the executive (department) on combating money laundering and terrorism financing, other departments of the Bank, the auditor organization performing or having performed audit;

-adoption of measures providing operative performance by executive bodies of the Bank of recommendations and remarks of Internal control service of the Bank, the auditor organization, performing or having performed audit, and supervising bodies; - Timely check of conformity of internal control to character, scope and conditions of activity of the Bank in case of their change.

17.17. The following issues are referred to the competence of Board of the Bank in the field of the internal control: - Delegation of powers to development of rules and procedures in the field of internal control to heads of appropriate departments and control over their execution; - Establishment of responsibility for non-performance of decisions of Board of directors of the Bank, - Implementation of strategy and policy of the Bank concerning organization and performance of internal control; - Check of conformity of activity of the Bank to internal documents establishing the procedure of internal control and estimation of conformity of contents of the specified documents to character and scope of activity of the credit organization; - Consideration of data and results of periodic estimations of efficiency of internal control; - Creation of effective systems of transfer and interchange of information providing necessary data to users interested in it. Systems of information transfer and interchange include all documents establishing operational policy and procedures of activity of the Bank; - Creation of the system controlling troubleshooting of internal control and measures taken for this purpose.

17.18. The following issues are referred to the competence of the Chairman of Board of the Bank in the field of internal control: - Distribution of duties of departments and employees responsible for certain directions (forms, methods of implementation) of internal control; - Execution of decisions of the Bank Board of directors and Board of the Bank in the field of internal control, including bringing of employees to disciplinary responsibility by results of actions of internal control.

Vice-presidents of Board of the Bank carry out the powers referred to the competence of the Chairman of Board of the Bank on aspects of the Bank activity supervised by them.

Vice-presidents of the Board are appointed to office by the Chairman of Board of the Bank with the consent of the Bank of Russia.

17.19. The auditor (Revision committee) of the Bank controls financial economic activity of the Bank and participates in system of internal control according to powers and functions established by the present Charter. The order of formation (election), powers, purpose and mission of the Auditor of Bank (Revision committee) are established by the present Charter and Provision on the Auditor of Bank (Provision on the Revision committee) approved by General meeting of shareholders of the Bank.

17.20. Features of organization and implementation of internal control for the purpose of combating money laundering and terrorism financing are established by regulations approved in the Bank ÂŤOn internal control for the purpose of combating money laundering and terrorism financing Âť.

17.20.1. The executive on combating money laundering and terrorism financing (further in the text - the executive) reports directly to the Chairman of the Bank Board.

17.20.2. The executive performs internal control in order to combat money laundering and terrorism financing including: - organization of development of Rules of internal control in order to combat money laundering and terrorism financing, programs of their implementation and other documents adopted in their development; - organization of submission of data according to the legislation to authorized bodies of combating money laundering and terrorism financing; - consults employees of the Bank on the questions arising during implementation of programs of internal control for combating money laundering and terrorism financing.

Exercising his(her) functions the Executive also carries out powers provided by corresponding internal documents (Rules of internal control, provisions and regulations).

17.21. The supervisor of the professional participant of the securities market controls conformity of activity of the Bank on the securities market to requirements of the legislation of the Russian Federation on securities and protection of rights and legitimate interests of investors on the securities market, normative legal acts of Federal service on the financial markets and also observation of internal rules and procedures of the professional participant connected with its activity on the securities market.

Functions, rights and duties of the Supervisor are established by the Instruction of internal control during professional activity on the securities market.

17.21.1. The supervisor of the professional participant of the securities market acts on the basis of the present Charter, internal documents of the Bank, is appointed and relieved from office by the order of the Chairman of Board of the Bank to which she(he) is accountable.

17.21.2. The supervisor of the professional participant of the securities market bears responsibility for disclosure of data which s(he) learned in connection with control performance and which are not subject to disclosing .

17.22. The chief accountant (his (her) assistants) are appointed to the office and dismissed by the Chairman of Board of the Bank with the consent of the Bank of Russia.

The chief accountant of the Bank reports directly to the Chairman of Board of the Bank and bears responsibility for formation of registration policy, accounting, timely submission of full and reliable accounting reporting.

The chief accountant of the Bank (his (her) assistants) provide conformity of operations carried out by the Bank to the legislation of the Russian Federation, control over circulation of property and performance of obligations.

17.23. The Internal control service of the Bank is founded for internal control and assistance to the Bank management bodies to maintain effective functioning of the Bank.

The Internal control service carries out the following functions: 1) check and estimation of internal control system effectiveness; 2) check of completeness of application and efficiency of methods of estimation of bank risks and procedures of bank risks management (techniques, programs, rules and procedures of bank operations and transactions, management of bank risks); 3) check of reliability of functioning of internal control system of use of the automated information systems, including control of integrity of databases and their protection against nonauthorized access and (or) use and emergency plans;

4) check of reliability, completeness, objectivity and timeliness of accounting, reporting and their testing as well as reliability (including accuracy, completeness and objectivity) and timeliness of collection and submission of information and reporting; 5) check of reliability, completeness, objectivity and timeliness of submission of other data according to normative legal acts to public authorities and the Bank of Russia; 6) check of applied methods to provide security of safety of property of the Bank; 7) estimation of economic feasibility and efficiency of operations made by the Bank; 8) check of conformity of internal documents of the Bank to normative legal acts, standards for professional participants of the securities market; 9) check of processes and procedures of internal control; 10) check of systems created in order to observe legal requirements, professional codes of conduct; 11) other issues provided by internal documents of the Bank.

The internal control internal operates on the basis of the Bank Charter, the legislation of the Russian Federation and Provision on Internal control service of the Bank confirmed by Board of directors of the Bank. The Internal control service reports directly to the Board of directors of the Bank.

17.24. The Internal control service is organized according to principles of constant activity, independence and impartiality, professional competence of its head and employees, unhindered and effective performance of its functions.

17.25. The Internal control service submits the summary report to the Bank Board of directors not less often than once in six months.

17.26. The competence, order of interaction with the Bank departments, order of formation of the Internal control service are established by Provision on the Internal control service of the Bank. The head of the Internal control service has all rights given to the Internal control service and is obliged to submit reports to the Bank of Russia. The head of the Internal control service is accountable and appointed by the Bank Board of directors.

Chapter 18. Reorganization or liquidation of the Bank 18.1. The bank can be reorganized voluntary according to the decision of General meeting of shareholders in an order provided by federal laws. The question on Bank reorganization is offered by the Bank Board of directors to General meeting of shareholders of the Bank.

Other reasons and procedure of reorganization of the Bank are established by the federal legislation.

Bank reorganization can be carried out in the form of merging, joining, division, allocation and transformation.

In cases established by the law reorganization in the form of division or allocation is carried out according to the decision of the authorized state bodies or court decision.

18.2. In case of reorganization of the Bank its full rights and duties are transferred to assignees.

Formation of property of credit organizations founded as a result of reorganization is carried out only at the expense of property of reorganized companies.

The Bank of Russia has the right to forbid the Bank reorganization if as a result of it there will be reasons for application of measures to prevent insolvency (bankruptcy) of the Bank, provided by the Federal law «On insolvency (bankruptcy) of credit organizations».

18.3. The information on the decision of the Bank reorganization should be submitted to the Bank of Russia for publication in «the Bulletin of Bank of Russia» in order and terms established by the Bank of Russia.

18.4. Within 30 days from the date of decision of reorganization, and in case of reorganization of the Bank in the form of merging or joining - from the date of decision of the last of the companies participating in merging or joining, the Bank notifies creditors in writing and publishes the message on the adopted decision.

The creditor has the right to demand in writing early termination or execution of obligations and compensation of losses of the Bank in the terms established by the legislation..

The state registration of companies founded as a result of reorganization and entering of record of the termination of activity of the reorganized companies are carried out in case there are proofs of the notice of creditors.

The transfer act, separation balance sheet should contain provisions on legal succession of all obligations of the Bank concerning all its creditors and debtors, including challenged obligations, and order of determination of legal succession in connection with changes of sort, structure, costs of property of the Bank and also in connection with occurrence, change and termination of the rights and duties of the Bank which can take place after date on which the transfer act and separation balance sheet are drawn up.

The contract of merging, contract of joining or the decision on reorganization of the Bank in the form of division, allocation, transformation can provide the special order of settlement by the Bank of certain transactions and (or) kinds of transactions or prohibition of their settlement from the moment of decision on reorganization of the Bank and till the moment of its termination. The transaction made with violation of the specified special order or prohibition can be deemed invalid on the claim of the Bank and (or) reorganized companies as well as the shareholder of the Bank and (or) reorganized companies at the moment of transaction Other requirements to reorganization procedure, the contract of merging, the contract of joining or to the decision on reorganization of the Bank in the form of division, allocation, transformation are established by the current legislation, including statutory acts of the Bank of Russia.

18.5. The bank can be liquidated voluntary in an order established by the Civil code of the Russian Federation, taking into account requirements of federal laws and the Bank Charter.

The bank can be liquidated according to the court decision based upon the Civil code of the Russian Federation.

Bank liquidation involves its termination without transfer of the rights and duties to other persons as legal succession.

18.6. In case of voluntary liquidation of the Bank the Board of directors of the Bank offers for decision of General meeting of shareholders of the Bank a question on liquidation of the Bank and appointment of the liquidation commission.

In case of voluntary liquidation of the Bank General meeting of shareholders of the Bank makes the decision on liquidation and appointment of the liquidation commission (liquidator) of the Bank, approves intermediate liquidation balance sheet and liquidation balance sheet of the Bank in coordination with the Bank of Russia.

From the moment of appointment of the liquidation commission all powers of the Bank management are transferred to it. The liquidation commission acts at court on behalf of the Bank.

The liquidation commission: - Publishes in the appropriate printed source the notice on the Bank liquidation, order and terms for submission of requirements by its creditors (the specified term cannot be less than two months from the date of the notice publication); - Takes measures to disclose creditors and obtain account receivables and also notifies creditors of the Bank liquidation in writing.

At the termination of period for submission of requirements by creditors the liquidation commission makes intermediate liquidation balance sheet which contains data on structure of property of the liquidated Bank, requirements submitted by creditors as well as results of their consideration. The intermediate liquidation balance sheet is approved General meeting of shareholders of the Bank in coordination with the Bank of Russia.

In case the Bank money resources are not sufficient for satisfaction of requirements of creditors, the liquidation commission sells other property of the Bank from the public auctions in an order established for execution of judicial acts.

Payments of sums of money to creditors of the liquidated Bank are made by the liquidation commission in order of priority established by the Civil code of the Russian Federation, according to intermediate liquidation balance sheet since day of its approval except for creditors of the fifth turn which are paid after a month from the date of approval of intermediate liquidation balance sheet.

After end of settlement with creditors the liquidation commission makes liquidation balance sheet which is approved by General meeting of shareholders of the Bank in coordination with the Bank of Russia.

The property of the liquidated Bank remained after settlement with creditors is distributed by the liquidation commission among shareholders in due order.

In case of termination of activity of the Bank based upon of the decision of its shareholders the Bank of Russia on application of the Bank makes the decision on cancellation of the license for bank operations.

18.7. If decision of the liquidation adopted by shareholders of the Bank the Bank of Russia on the basis of provisions of the Federal law «On banks and bank activity» makes the decision on the withdrawal of the license for bank operations, the decision of shareholders of the Bank on its liquidation and other decisions of shareholders of the Bank connected with it or the decision of the appointed liquidation commission (liquidator) of the Bank lose validity. In this case the Bank is subject to liquidation in an order provided by provisions of the Federal law «On banks and bank activity» of liquidation of the credit organizations at the initiative of the Bank of Russia (compulsory liquidation) taking into account provisions of the Federal law «On insolvency (bankruptcy) of credit organizations».

18.8. In case of cancellation or withdrawal of the license for bank operations the Bank within 15 days from the date of adoption of such decision returns the specified license to the Bank of Russia.

18.9. The state registration of the Bank in connection with its liquidation and state registration of the bank founded by its reorganization are carried out in an order provided by the Federal law «On the state registration of legal entities and sole traders », taking into account the features established by the Federal law «On banks and bank activity» and statutory acts of the Bank of Russia adopted according to it. Data and the documents necessary for state registration of the Bank in connection with its liquidation and state registration of the bank founded by reorganization are submitted to the Bank of Russia. The list of the specified data and documents, as well as procedure of their submission is established by the Bank of Russia.

18.10. After adoption of decision on state registration of the Bank in connection with its liquidation or state registration of the Bank founded by its reorganization the Bank of Russia submits to the authorized registering body data and documents necessary for conducting of the uniform state register of legal entities.

The authorized registering body enters an appropriate record in the uniform state register of legal entities and notifies the Bank of Russia not later than the working day following the day of entering of the record.

Interaction of the Bank of Russia and the authorized registering body of state registration of the Bank in connection with its liquidation or state registration of the bank founded by reorganization is carried out in the order coordinated by the Bank of Russia with the authorized registering body.

18.11. Bank liquidation is considered as finished and the Bank is deemed to have ceased the activity after the authorized registering body enters the appropriate record into the uniform state register of legal entities.

Reorganization of the Bank in the form of transformation is considered as finished from the moment of state registration of newly formed legal entity (credit organization) and the transformed Bank is deemed to have ceased the activity.

Reorganization of legal entities (including the Bank) in the form of merging is considered as finished from the moment of state registration of newly formed legal entity (credit organization), and legal entities (including the Bank) reorganized in the form of merge are deemed to have ceased the activity.

Reorganization of the Bank in the form of division is considered as finished from the moment of state registration of the last of newly formed legal entities and the Bank reorganized in the form of division is deemed to have ceased the activity.

Reorganization of the Bank in the form of allocation is considered as finished from the moment of the state registration of the last newly formed legal entities.

Reorganization of Bank in the form of joining is considered as finished from the moment of entering into the uniform state register of legal entities of record on the termination of activity of the last of attached legal entities.

18.12. In case of liquidation of the Bank documents on staff and other documents of the Bank provided by legal acts of the Russian Federation are transferred to custody in the appropriate archive in an order established by the authorized federal enforcement authority and the Bank of Russia. The document transfer is carried out at the expense of the Bank according to requirements of archival bodies.

19. Modification and additions in the Charter 19.1 Modification and additions in the present Charter or approval of the Charter as amended is carried out according to the decision of General meeting of shareholders of the Bank except for cases provided by point 19 of the present Charter.

19.2. Modifications and aditions of the present Charter including modifications connected with increase of the charter capital of the Bank are made by results of placing of shares of the Bank based upon the decision of General meeting of shareholders of the Bank on increase in the charter capital of the Bank, the decision of General meeting of shareholders of the Bank on reduction of the charter capital by reducing nominal value of shares, other decision on which basis placing of shares and placing of equity securities converted in shares is carried out, and the registered report on results of share issue or in case if according to the federal law procedure of issue of shares does not provide the state registration of the report on results of share issue, extracts from the state register of equity securities.

19.3. Modifications and additions connected with reduction of the charter capital of the Bank by purchase of shares of the Bank with a view of their retirement are made to the Charter according to the decision of General meeting of shareholders of the Bank on such reduction and the report on results of share purchase approved by Board of directors. Modifications and additions of the Charter connected with reduction of the charter capital of the Bank by retirement of own shares belonging to the Bank in cases provided by the Federal law «On joint-stock companies» are made is on the basis of the decision of General meeting of shareholders of the Bank on such reduction and the report on results of share retirement approved by Board of directors. In these cases the Bank charter capital decreases for the sum of nominal value of the retired shares.

19.4. Modifications of the Charter connected with creation of branches, opening of representative offices of the Bank and their liquidation are made on the basis of deciosion of the Bank board of directors.

19.5. All modifications and additions of the present Charter adopted in due order are subject to the state registration according to legislation requirements.

Modifications and additions in the present Charter or the Bank Charter as amended are valid for the third parties from the moment of their state registration and in cases established by the Federal law «On joint-stock companies» - from the moment of the notice of the body which performs state registration.

The Chairman of Board of directors

E.M. Lotvinov