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Upon receiving information on conducting the general meeting of shareholders, the respective federal ministry (body or agency) shall direct to the FAFPA its proposals with regard to voting on the matters of the agenda of the said general meeting of shareholders and appointment of the representative for voting at the general meetings of shareholders (with regard to the joint stock societies included in the said special list) within three (3) days but not later than fifteen (15) days prior to the date of the said general meeting of shareholders and should the agenda of the said general meeting of shareholders contain the question on prospective reorganization of such joint stock society then not later than twenty (20) days prior the said date.

Should no information on conducting the said general meeting of shareholders has been received in due time, the proposals may be formulated on the basis of the agenda of such general meeting of shareholders as approved by the respective Board of Directors.

The proposals shall be presented with the accompanying explanatory note contain ing reasonable justifications of the decisions proposed as well as with all the necessary materials attached.

These proposals can be prepared on the basis of the protocol of the respective Board of Directors' meeting where the agenda for the said general meeting of sharehold RUSSIAN ECONOMY in trends and outlooks ers was determined, and then directed to the FAFPA well in advance of the time officially set up.

The quantity of candidates to be included in the list for being elected to the Board of Directors membership, directed then by the FAFPA to the respective OJSS, must exceed the number of candidates by three (3) which corresponds to the share of the state in the authorised capital of the said joint stock society. The quantity of candidates to be included in the list for being elected to members of the Board of Directors, the Auditing and the Ac counting committees of this OJSS, should not exceed the quantitative composition of such bodies as determined by the general meeting of shareholders.

As to the joint stock societies included neither in the said special nor the strategic lists, the respective federal agency or body have a right to direct to the FAFPA their own proposals (including those with regard to prospective candidates to be included in the vot ing list for electing to the Board of Directors membership).

Respective directives to the representatives of the state for voting at the said general meetings of shareholders shall be duly executed by the FAFPA.

According to the procedure for determining position of the state as a legitimate shareholder of the joint stock society which is included in the special list (Art. 12 15 of the Regulations), proposals on nominating candidates to be elected to the governance bodies, the Auditing and the Accounting committees of the said joint stock society as well as on entering some other matters in the agenda of the annual general shareholders meeting, except for the questions as specified in Par. 1 Art. 47 of the Federal Law On Joint Stock Societies20, shall be proposed by the RF Ministry of Economic Development and Trade not later than December 1 of the year preceding the date of conducting the annual general meeting of shareholders (in case of conducting an extraordinary general meeting of shareholders not later than 10 days prior to the end date of their submission to the respective joint stock society) with all the neces sary materials attached. These include:

proposals from the respective federal ministry (body);

information on candidates to be elected to the respective OJSS governance bodies, the Auditing and the Accounting committees (official references from the personnel departments of the candidates previous jobs);

relevant information on the OJSS (share of the state in the authorized capital, composi tion of the respective governance bodies, the Auditing and the Accounting committees, the main financial and economic indicators and other necessary data);

copies of the constituent documents and the accounting materials for the last year duly certified by the notary or by the MEDT.

Proposals with regard to demanding the conduct of an extraordinary general meet ing of shareholders shall be presented by the MEDT to the RF Government not later than ten (10) days prior to the intended date of producing such demand with all the necessary materials attached.

Proposals with regard to voting on the agenda questions of the general meeting of shareholders shall be presented by the MEDT to the RF Government not later than ten (10) days prior to the intended date of holding such general meeting of shareholders with all the necessary materials presented by the said joint stock society when preparing for holding such general meeting of shareholders as well as any other relevant materials attached.

Implied here are matters obligatory for the annual general meetings of shareholders such as electing the Board of Direc tors (the Observation Council) of the Society, the Auditing and the Accounting committees, official approval of the annual and the annual accounting reports.

Section 4.

Institutional and Macroeconomic Challenges Proposals with regard to the agenda matters of the general meeting of shareholders included in the said special list, all voting shares of which are in the federal ownership shall be presented by the MEDT to the RF Government not later than thirty (30) days prior to the intended date of holding such annual general meeting of shareholders and in case of hold ing an extraordinary general meeting of shareholders not later than ten (10) days prior to the intended date of taking the respective decision.

Table Some procedures used by the state with regard to joint stock societies included in the respective special and strategic lists in accordance with the Provisions approved by the Resolution of the RF Government No 738, dated December 3, Direction of With regard to OJSS included in the With regard to OJSS included in the regulation special list strategic list In order to prepare the respective shareholder position of the Russian Federation, the Federal Agency for Federal Property Administration (FAFPA) directs the respective noti Procedure for ex fication on holding the general meeting of shareholders with the agenda and all other pressing the materials, obtained from the said joint stock society attached, within the three (3) days shareholder will of term from the date of its receipt but not later than twenty (20) days prior to the intended the Russian Fed date of holding such general meeting of shareholders and in case the said agenda in eration cludes the questions of this societys reorganization not later than twenty five (25) days prior to the said date:

to the federal ministry (body) to the federal agency (body) the federal ministry (body, agency) directs to the FAFPA its proposals on the agenda and nomination of candidates to be elected at the given general meeting of sharehold ers to the respective governance bodies, the Auditing and the Accounting commit tees prior to November 15 of the year pre ceding the year when the respective annual general meeting of shareholders was held.

Upon receiving such notification on holding the general meeting of shareholders, the federal ministry (body, agency) shall direct to the FAFPA its proposals with regard to voting on the respective agenda and ap pointment of the representative for voting at the said general meeting of shareholders within three (3) days but not later than twenty (20) days since the day such gen eral meeting of shareholders was held, and in case the said agenda contains questions of reorganizing the society, then not later than twentyfive (25) days prior to the said date.

The advance presenting of the said pro posals to the FAFPA based on the minutes of the Board of Directors meeting where the agenda of the said general meeting of shareholders was determined, is obligatory when respectively directing them not later than twenty five (25) days prior to holding such general meting of shareholders.

RUSSIAN ECONOMY in trends and outlooks In case certain differences arise between the federal ministry (body) and the Federal Agency for Federal Property Administration (FAFPA) with regard to the OJSS included in the respective special list, or between the federal agency (body) and the FAFPA with regard to the OJSS included in the respective strategic list, then it is the responsibility of the FAFPA Head (the respective Deputy Head) to provide for holding a conciliatory meeting regarding:

a). making demands for holding an extraordinary general meeting of shareholders not later than fifteen (15) days prior to the date of its actual presenting (in case the agenda of such extraordinary meeting of shareholders includes the question of electing the Board of Directors members, then the said time term shall comprise twenty five (25) days);

b). inclusion into the respective agenda of the annual general meeting of shareholders of proposals regarding nomination of candidates to be elected to the governance bod ies, the Auditing and the Accounting committees of the said joint stock society, and other matters not later than prior to December 10 of the year preceding the year of holding the annual general meeting of shareholders, with regard to the joint stock so cieties included in the said special list prior to November 25 of the year preceding the year of holding the annual general meeting of shareholders (in case of an extraordinary general meeting of shareholders no later than fifteen [15] days prior to final day of presenting such notification to the said joint stock society);

c). voting on the respective agenda matters of the general meeting of shareholders not later than fifteen (15) days prior to the day of its holding.

Should the said conciliatory meeting fail to reach a mutually agreed position then the Head of the FAFPA (not later than the day following the day of holding the said concilia tory meeting) shall present to the RF Ministry of Economic Development and Trade (RF MEDT) all the necessary materials, including the list of differences with reasonably sub stantiated justification of the positions of the respective parties and proposals of the federal ministry (body, agency) duly attached.

Be such a case, the position of the Russian Federation as a legitimate shareholder of the joint stock societies included in the said strategic list, or the respective proposals with regard to such position of the said shareholder (the Russian Federation) included in the said special list, presented to the RF Government in accordance with the pp. 12 of these present Provisions, shall be formed by the RF MEDT as mutually agreed with the respective federal; ministry (body).

The FAFPA directs the notification on the The FAFPA directs the notification on the agenda for the meeting of the Board of agenda for the meeting of the Board of Di Directors of the said joint stock society rectors of the said joint stock society with with all the necessary materials attached, Order of activities all the necessary materials attached, to the to the respective on federal agency of the said repre respective federal ministry (body) not later (body) and the RF MEDT not later than sentatives of the than 15 days prior to the date of Its actual days prior to the date of its actual holding.

Russian Federa holding. In case this information on holding In case this information on holding the tion in the Board of the said meeting of the Board of Directors said meeting of the Board of Directors Directors reached the FAFPA later than the stipulated reached the FAFPA later than the stipu date, then the said notification shall be di lated date, then the said notification shall rected on the day of its actual receipt.

be directed on the dayof its actual re ceipt.

Beforehand direction to the FAFPA by the said federal ministry (body) of respective proposals as based on the data obtained from the representatives of the state in the Board of Directors, is obligatory.

Section 4.

Institutional and Macroeconomic Challenges In case of differences with regard to the said directives to the representatives of the Russian Federation in the Board of Directors of the OJSS included in either the special or the strategic lists, then the Head (or the respective Deputy Head) of the FAFPA shall provide for holding a conciliatory meeting not later than twelve (12) days prior to the date of holding the said meeting of the Board of Directors. Should the said conciliatory meeting fail to reach a mutually agreed position then the Head of the FAFPA shall pre sent to the RF Ministry of Economic Development and Trade (RF MEDT) all the neces sary materials, including the list of differences with reasonably substantiated justification of the positions of the respective parties and proposals of the federal ministry (body, agency) duly attached.

Be such a case, the directives to the legitimate representative of the Russian Federa tion in the respective Board of Directors shall be duly formed by the RF MEDT in accor dance with the respective federal ministry (body).

Interests of the Russian Federation in the Board of Directors of the respective OJSS shall be represented by persons duly elected to the said Board of Directors of the number of candidates duly nominated by the state.

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