Перевод с русского языка на английский язык Translation from Russian language into English language APPROVED: - PDF

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Перевод с русского языка на английский язык Translation from Russian language into English language APPROVED: By Resolution of General Meeting of Shareholders (Minutes No.4 dated ) With changes

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Перевод с русского языка на английский язык Translation from Russian language into English language APPROVED: By Resolution of General Meeting of Shareholders (Minutes No.4 dated ) With changes made under Resolution of the Board of Directors (Minutes No.4 dated ) CHARTER OF OPEN JOINT STOCK COMPANY CONCERN KALINA Russia Ekaterinburg 2004 1 GENERAL 1.1. The open joint stock company Concern KALINA (before 30 November 1999 named OJSC Uralskie Samotsvety ) was established as the result of reorganization of the State enterprise Perfume and cosmetics factory Uralskie Samotsvety on the basis of the decree of the President of the Russian Federation On Organizational Measures of Reorganization of State Enterprises, Voluntary Associations of State Enterprises Into Joint Stock Companies No. 721 dated 01 July 1992, and registered by the Ekaterinburg Department of State Registration, Order No. 247 dated 27 November 1992 (Registration certificate No , series 1-EI). The company is the full successor of the State enterprise Perfume and cosmetics factory Uralskie Samotsvety The Company trade name: in Russian language: full - Открытое акционерное общество Концерн КАЛИНА , abbreviated - ОАО Концерн КАЛИНА , in English language: full - Open Joint Stock Company Concern KALINA , abbreviated - OJSC Concern KALINA Company location: 80, ul. Komsomolskaya, Ekaterinburg, Russian Federation, Postal address: 80, ul. Komsomolskaya, Ekaterinburg, Russian Federation, The period of company activity is not limited. 2. LEGAL STATUS OF COMPANY 2.1. The company is the legal entity, owns the separate property which is included into the company independent balance. The company may on its own behalf acquire and exercise property and personal non-property rights, bear responsibilities, be claimant and defendant in the court. The company is the commercial organization, the main purpose of its activity is gaining profit The company performs its activity in compliance with the acting legislation of RF and with the present Charter. Some aspects of the company activity can be governed by internal documents approved by the company managerial bodies in compliance with the present Charter. 2 Issues not settled by the present Charter or internal documents of the company shall be settled by the acting legislation of the Russian Federation The company has civil rights and bears responsibilities required for performing any kinds of activities not prohibited by the acting legislation of RF. Major kinds of the company activity include: production and sale of perfumery and cosmetics, soap, detergent, household chemicals, consumer goods and goods of production and technical application; research, design and other developments aimed at creating new and updating existing technologies of consumer good production; rendering services on introduction of research developments and production organization; marketing research in compliance with the profile of the company activity; leasing of equipment and technologies; wholesale and retail trade in the territory of the Russian Federation and beyond the territory of the Russian Federation with the application of various forms of trade; trade, purchasing and intermediary function, including through the own trade network; production and sale of agricultural products; dealer, distributor and broker activities on commercial basis; organization of forwarding undertaking, customs warehouses, container stations and terminals, their service on commercial basis; provision of paid services to individuals and legal entities, including services on printing documents and literature; provision of services on maintaining dwelling stock; organization and maintenance of hotels, hostels, public catering enterprises; organization and maintenance of recreation centers, tourism centers, clubs, preschool organizations; conduction of financial operations; advertisement and publishing activity; operations with securities; provision of transportation and warehousing services; export and import operations; training of specialists; technical service; maintenance of software products of other organizations on special orders, design and export of software, information materials, contract supervision and adjustment of imported complexes of domestic and import hardware (computers, electrical medical control devices, periphery devices, etc.) for making automated systems on a turn-key basis, including network structures of various application; provision of medical services in the order established by the acting law; charitable activity; design, production, prepackaging, storage, wholesale and retail trade, purchase, control of quality of drugs, goods of medical application, pharmaceutical and parapharmaceutical products; 3 advertisement and submission of information on drugs, goods of medical application to medical and pharmaceutical personnel and to the population. The company may carry out some other kinds of activities the list of which is defined by federal laws only on the basis of a special permit (license). If the terms of granting a special permit (license) for carrying out some specific kind of activity include the requirement of carrying out such activity as the exclusive one the company, within the period of validity of the special permit (license), shall have no rights to carry out other kinds of activities except for activities provided for by the special permit (license) and related The company shall have the right to open and dispose settlement and other accounts with the money lending institutions of the Russian federation and in other countries in compliance with the acting legislation of RF 2.5. The company has a round seal which bears its full trade name and company location in the Russian language. The company shall have the right to have stamps and forms with its name, own emblem, trade mark registered in the established order, other means of visual identification The company has separate structural subdivisions: Omsk detergent plant , abbreviated name Omsk plant MS , location: block 3, 21, ul. Kombinatskaya, Omsk, The company shall have the right to establish branches and representative offices in the territory of the Russian Federation and beyond the territory of the Russian Federation, to have subsidiaries and dependent companies in the order established by the acting law and present Charter. 3. LIABILITIES FOR OBLIGATIONS OF COMPANY AND ITS SHAREHOLDERS 3.1. The company shall be liable for its obligations with all its property. Shareholders shall not be liable for obligations of the company and shall bear the risk of losses related to the company activity within the value of shares they own except for cases established by the acting law and present Charter The company shall not be liable for obligations of its shareholders The state and the state bodies shall not be liable for company obligations, the company shall not be liable for obligations of the state and the state bodies If insolvency (bankruptcy) of the company is the result of actions (failure to act) of company's shareholders or other persons which have the right to issue instructions compulsory for the company, or which have the right to define the company actions in some other way, the subsidiary liability for company obligations may be imposed on such shareholders or other persons Insolvency (bankruptcy) of the company is considered to be the result of actions (failure to act) of company's shareholders or other persons which have the right to issue instructions compulsory for the company, or which have the right to define the company actions in some other way only in the case when they exercised the 4 indicated right and (or) possibility in the purpose of performing the action by the company foreknowing that insolvency (bankruptcy) of the company may take place as the result. 4. COMPANY SHAREHOLDERS 4.1. Individuals and legal entities, including foreign ones, which legally own at least one full or fractional share of the company and which are entered in the company register of shareholders may be company shareholders. 5. SHAREHOLDERS RIGHTS AND OBLIGATIONS 5.1. Shareholders have rights, perform obligations and bear liabilities in the order established by the present Charter and acting legislation of RF Each company shareholder shall have the right, in the order established by the acting legislation of the Russian Federation and present Charter: to participate in the General Meeting of Shareholders of the company either in person or through a representative; of one vote per each ordinary share he owns except for cases of cumulative voting when the number of shareholder's votes is defined by multiplying the number of shares he owns by the number of persons to be elected on the company Board of Directors; to assign company's shares he owns to other shareholders or third parties; to receive dividends; to receive information about the company activity; to acquire additional shares of all categories placed by the company, also bonds and other securities placed by the company; to demand redemption of shares in cases established by the law; to get part of the company property at the company liquidation or liquidation value of preference shares Each shareholder must: pay for shares and other securities of the company in the order, in the amount and in ways specified by the terms of their placement; adhere to provisions of the present Charter and observe resolutions of the company bodies of management; inform in due time the holder of the company Register about the change in data indicated in the Register; not disclose the confidential information about the company activity which became known to him in connection with the execution of his rights; refrain from actions which could result in company insolvency (bankruptcy). The company shareholders may have other obligations specified by the acting law of RF, present Charter and resolutions of the General Meeting of Shareholders In addition to rights indicated in item 5.2 of the present article, shareholder owners of the company ordinary shares shall have other rights stipulated by the acting law of RF and present Charter. 5 Each ordinary share of the company grants to its holder equal scope of rights In addition to rights indicated in item 5.2 of the present article, shareholder owners of the company preference shares may also have rights stipulated by the acting law of RF. Each type of preference share of the company grants to its holder equal scope of rights The fractional share grants to its holder rights granted by the share of the corresponding category (type) in the scope corresponding to a part of the full share it is a part of. 6. COMPANY CHARTER CAPITAL 6.1. In order to perform its activity the company has the charter capital which consists of the nominal value of all placed shares of the company and determines the minimum size of property which guarantees the interests of the company creditors The company charter capital amounts to RR682,661,770 (six hundred eighty two million six hundred sixty one thousand and seven hundred seventy) The company charter capital may be increased by increasing the nominal value of shares or by placing additional shares of the company. The resolution on an increase in the company charter capital by increasing the nominal value of shares shall be passed by the General Meeting of Shareholders. The resolution on an increase in the company charter capital by placing additional shares shall be passed by the company Board of Directors. Additional shares of the company shall be placed within the limits of the company declared shares specified by the present Charter The company shall have the right, and must in cases specified by the Federal law On joint-stock companies, decrease its charter capital The resolution on a decrease in the company charter capital shall be passed by the General Meeting of Shareholders. A decrease in the company charter capital can be made by decreasing the nominal value of shares or by decreasing the total number of shares, including by acquisition and redemption of a part of shares The company forms the reserve fund in the amount of 25% of its charter capital. The reserve fund is formed by contributing annually 5% of the company net profit until the established size is achieved. The company reserve fund is intended to cover company losses, to redeem company bonds and to redeem company shares in case on non-availability of other funds. 7.COMPANY SHARES 6 7.1. The company charter capital comprises 9,752,311 (nine million seven hundred fifty two thousand three hundred and eleven) ordinary registered shares of RR70 (seventy) par value each existing in the non-documentary form The company share represents a security which proves the rights of obligation of shareholders relative to the company. All shares of the company are registered securities The company shall have the right to place the following categories of shares: ordinary shares; preference shares. The number of shares, the nominal value of the company placed shares, the rights of shareholder owners of shares of each category are defined by the present Charter and by resolutions on their placement 7.4. The company ordinary shares are shares which grant to their holders the right to attend the General Meeting of Shareholders and vote on all issues which fall within the competence of the General Meeting of Shareholders, the right to receive dividends and to receive a part of the company profit in case of the company liquidation The company preference shares are shares which do not have the right to vote at the General Meeting of Shareholders except for cases when otherwise stipulated by the Federal law On joint-stock companies Company additional shares shall be paid up within the time period specified in the resolution on their placement but not later than one year from the date of their acquisition (placement). The form of payment for company additional shares shall be specified by the resolution on their placement The form of payment for company shares may include the money, securities, other things, property or other rights which can be evaluated in money The company shall have the right to place shares and issuing securities convertible into shares by public and close subscription in the order stipulated by the acting law of RF. Placement of shares (issuing securities convertible into shares) of the company by close subscription shall take place only on the resolution of the General Meeting of Shareholders on an increase in the company charter capital by placing additional shares (on placement of company issuing securities convertible into shares) passed by a majority of three quarters of votes of holders of voting shares which attend the General Meeting of Shareholders. Placement of ordinary shares which comprise more than 25% of ordinary shares placed earlier by public subscription shall take place only on the resolution of the General Meeting of Shareholders passed by a majority of three quarters of votes of holders of voting shares which attend the General Meeting of Shareholders. 7 8.BONDS AND OTHER ISSUING SECURITIES OF COMPANY 8.1. The company shall have the right to place bonds. The company bond is a security which proves the right of its holder to request within the established time periods payment of its nominal value or the nominal value and established interest (bond redemption) The company may redeem bonds in the money form and (or) by producing other property equivalent in compliance with the resolution on their issue The company bonds may be registered and bearer. Holders of registered bonds of each issue shall be registered in special registers running by the company 8.4. The resolution on bond issuance determines the main terms of the issue and redemption of bonds, including: the bond nominal value and the size of interests to be paid at redemption; the bond category; the form of bond redemption (in money or in property); the period of bond redemption; the possibility of prescheduled redemption of bonds with calculation of their value at prescheduled redemption and with determining minimum time periods after which they can be submitted for redemption; the bond type (registered or bearer); other terms of bond issue Interests on bonds shall be paid to their holders at least once a year within the established time periods Bonds can be sold by the company and their holders for rubles and for the foreign currency in the order established by the actin law of RF The company shall have the right to place other issuing securities the issuance of which is not prohibited by the acting law of RF 9.DECLARED SHARES OF COMPANY 9.1. The company's declared shares are shares which the company can place in addition to the company's placed shares in the order established by the acting law of RF and present Charter Placement by the company of additional shares of each category shall be made only within the number specified by the present Charter Holders of additional shares placed by the company shall have all the rights granted by shares according to the present Charter. Limitation of rights of holders of additionally placed ordinary shares of the company compared to the rights of holders of the shares place previously is not allowed. 8 9.4. The number of additionally placed shares of each category, time periods, way, order, terms and value of their placement as well as the form and order of payment for shareholders and third parties shall be established by the resolution on an increase in the charter capital by placing additional shares After issuance and placement by the company of additional shares of certain categories the number of declared shares indicated in the present article must be decreased by the number of placed shares of these categories The General Meeting of Shareholders shall have the right to pass the resolution on an increase in the number of declared shares with making relevant changes and addenda into provisions of the present Charter. 10.ACQUISITION AND REDEMPTION BY COMPANY OF PLACED SHARES. ASSIGNMENT OF SHARES The company shall have the right to acquire the placed shares in the following cases: if the General Meeting of Shareholders passes the resolution on a decrease in the company charter capital by acquiring a part of placed shares in order to decrease their total number; if shareholders request redemption of shares; in other cases and in the order stipulated by the acting law. Limitations of acquisition by the company of the placed shares are established by the acting law of RF The company shall have the right to acquire the placed shares following the resolution of the company Board of Directors in the order established by the acting law of RF. The resolution on shares acquisition determines categories of shares to be acquired, the number of shares of each category to be acquired by the company, the price of acquisition, form and period of payment as well as the time period during which shares shall be acquired Shares acquired by the company on the basis of the resolution of the General Meeting of Shareholders on a decrease in the company charter capital in order to decrease their total number shall be redeemed at their acquisition. Shares acquired by the company on the resolution of the company Board of Directors are on the balance of the company and do not grant the right to vote, they are not taken into account at calculating votes, no dividends are calculated on them. Not later than one year from the date of their acquisition these shares should be sold at their market value to company's shareholders or third parties. Shares not sold within this time period should be redeemed. At that, the General Meeting of Shareholders should pass the resolution on a decrease in the company ch
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