• (OAO Sibneft)
  • 2. BUSINESS NAME AND LOCATION
  • 3. GOALS AND SUBJECT OF OPERATIONS
  • 6. AFFILIATES AND REPRESENTATIVE OFFICES
  • 7.2. Increasing Authorized Capital
  • 7.3. Reducing Authorized Capital
  • 8. SHARES 8.1. Types of Shares Placed by the Company. General Rights and Obligations of Shareholders
    		•

    Of open joint-stock company




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    APPROVED

    by decision of the OAO Sibneft

    general shareholders meeting

    Minutes No. ____ of ________2003

    Meeting chairman
    ______________________(K.N. Potapov)

    CHARTER

    OF OPEN JOINT-STOCK COMPANY

    Sibirskaya Neftyanaya Kompaniya

    (OAO Sibneft)

    (version No. 10)

    2003

    1. GENERAL
    1.1. The joint-stock company Sibirskaya Neftyanaya Kompaniya (hereafter the Company) shall be an open joint-stock company. The Company shall be a legal entity operating on the basis of its Charter and the laws of the Russian Federation.
    1.2. The Company was incorporated without any restrictions on the period of its operations.
    1.3. The Company was incorporated under decrees of the President of the Russian Federation No. 1403 On Specifics of Privatization and Corporatization of State Enterprises and Production and Scientific-Production Associations in Oil and Oil Refinery Industries and in Oil Products Supply of November 17, 1992, and No. 872 On Incorporation of Open Joint-Stock Company Sibirskaya Neftyanaya Kompaniya of August 24, 1995, and under Resolution No. 972 On Establishing Open Joint-Stock Company Sibirskaya Neftyanaya Kompaniya of the Government of the Russian Federation of September 29, 1995.
    The Company was registered by the Omsk City Registration Chamber on October 6, 1995, registration No. 38606450.

    1.4. The Company is the successor to the following entities:



    • Limited Liability Company “Olivesta” (Registration certificate # 482 dated 02.10.2000);

    • Limited Liability Company “Vester” (Registration certificate # 5780 dated 16.03.2001);

    • Limited Liability Company “Terra” (Registration certificate # 630/20 dated 18.05.2001);

    • Limited Liability Company “Argus” (Registration certificate # 637/3 dated 18.05.2001);

    • Limited Liability Company “Antarex” (Main State Registration Number 1028700586760);

    • Limited Liability Company “Unikar” (Main State Registration Number 1028700586782);

    • Limited Liability Company “Kretans Holding” (Main State Registration Number 1028700586793).

    • Limited Liability Company “Rubikon” (Main State Registration Number 1038700040246).



    2. BUSINESS NAME AND LOCATION
    2.1. The business name of the Company
    Full: Open joint-stock company Sibirskaya Neftyanaya Kompaniya
    Abbreviated: OAO Sibneft
    The Company's name in English:
    Full: Joint Stock Company "Siberian Oil Company"
    Abbreviated: JSC Sibneft
    2.2. Location of the Company: 85 Oktyabrskaya St., Lyubinsky worker settlement, Lyubinsky District, Omsk Oblast, Russian Federation.
    Postal address of the Company: 4 Sadovnicheskaya St., Moscow 115035, Russian Federation.

    3. GOALS AND SUBJECT OF OPERATIONS
    3.1. The goal of the Company's operations shall be to derive profit.
    3.2. The Company shall have civil rights and bear civil responsibilities essential to the performance of any type of operations not prohibited by the federal laws.
    3.3. The Company may pursue individual types of activities, the list of which is determined by federal laws, only under special permits (licenses).
    3.4. The Company shall perform activities of the following main types:
    1) prospecting for oil, gas and other deposits, organization of the mining, transportation and processing of oil, gas and other minerals, production of oil products and petrochemical and other products, including consumer goods and services to the public, sales of oil, petroproducts and other products of the refinery and processing of hydrocarbons and other raw materials (including sales to the public and export) by enterprises of the Company, including through coordination and cooperation of their operations, and supply of company production to the regions in which it operates;
    2) organization of the filling of orders for federal needs and for regional consumers of products turned out by enterprises of the Company;
    3) investment, scientific-technical, supply, sales, economic, external economic and legal support for the operations of enterprises of the Company. Research on the goods and services markets and scientific, sociological and other studies;
    4) organization of production units and banking, investment, financial, insurance and other enterprises to serve the objectives and interests of the Company;
    5) organization of advertising and publishing activities and holding of exhibitions, fairs, auctions, etc.;
    6) intermediation, consultation, marketing and other activities, including external economic ones, export-import operations, and performance of works and services on a contractual basis;
    7) geological and geophysical surveys and geological prospecting for oil, gas and other minerals;
    8) mining, transportation and refinery and processing of oil, gas and other minerals, and storage and sales (including export) of oil, gas, petroproducts and other products of hydrocarbons and other raw materials;
    9) application of methods of enhancing horizon yields and intensification of oil extraction;
    10) development of design documentation at the stage of feasibility proposals for the construction, reconstruction, expansion and technical modernization of facilities and units for oil and gas extraction;
    11) construction and operation of facilities for the production, preparation, transportation, refinery and processing of oil and gas, and also facilities related to geophysical studies and geological prospecting;
    12) construction and operation of industrial explosion hazardous and mining production units, trunk gas, oil and product pipelines and lifting and hoisting complexes, and also boilers and pressure vessels and pipelines;
    13) construction of wells for all purposes;
    14) production of construction materials and structures;
    15) performance of engineering services( design, production and construction engineering);
    16) performance of customer's functions;
    17) drafting of tender documentation for bids;
    18) topographic, geodesic, cartographic and surveying works;
    19) planning and surveying works related to prospecting for and development and rehabilitation of sand and gravel pits;
    20) planning and surveying works related to the allocation of land sites for development projects and forest cutting licenses;
    21) radio relay and telephone communications, construction of communication and teleautomatics lines;
    22) production, installation and repair of drilling, oil and gas production, geological prospecting, explosion-proof and electric engineering equipment, control systems and instruments, emergency protection and alarm signaling equipment and systems, lifting and hoisting complexes, and also boilers and pressure vessels and pipelines;
    23) specialized operations to install all automatic, teleautomatic and communications equipment and control and measurement devices and their adjustment and start-up;
    24) operation of communication systems, engineering networks, land improvement, housing, social and cultural facilities and non-housing space maintenance, provision of power, heat and water supply, and road and bridge maintenance;
    26) construction and maintenances of hotel, housing and utilities projects.

    4. LEGAL STATUS
    4.1. The Company shall be a legal entity and own segregated property that shall be registered on its independent balance sheet. The Company may in its own name acquire and exercise property and personal non-property rights, discharge obligations and act as a plaintiff or defendant in a court of law.
    4.2. The Company shall have the right to open bank accounts on the territory of the Russian Federation and outside it according to the established procedures.
    4.3. The Company shall have a round seal bearing its full business name in the Russian language and specification of its location, and also the following round seals: "for agreements," "for shipping documents," "for shipping documents-2," "for shipping documents-3," "for shipping documents-4," "accounting office. for references," "first department," "human resources," "for payment documents," "for invoices" and "for customs documents."
    4.4. The Company shall have stamps and letterhead bearing its name, its own emblem, and also a properly registered trademark and other means of visual identification.
    4.5. The Company shall perform all types of foreign economic operations.
    4.6. The Company may participate in and/or establish commercial organizations on the territory of the Russian Federation and outside it.
    4.7. The Company may, on a voluntary basis and on the terms and conditions that do not contravene anti-monopoly legislation, join unions and associations and/or participate in other non-profit organizations on the territory of the Russian Federation and outside it.
    4.8. The Company shall be obligated to arrange for the maintenance and safekeeping of a register of shareholders in accordance with the legal acts of the Russian Federation from the moment of the state registration of the Company.
    4.9. The Company shall implement government measures of mobilization preparations in accordance with the existing legislation and regulatory acts of the Russian Federation.

    5. LIABILITY
    5.1. The Company shall be liable under its obligations to the extent of all the property owned by it.
    5.2. The Company shall not be liable for the obligations of its shareholders.
    5.3. The state and/or its institutions shall not be liable for the obligations of the Company, just as the Company shall not be liable for the obligations of the state and/or its institutions.

    6. AFFILIATES AND REPRESENTATIVE OFFICES
    6.1. The Company may establish affiliates and open representative offices on the territory of the Russian Federation and outside it.
    6.2. Affiliates and representative offices shall perform activities on behalf of the Company, which shall be liable for their activities.
    6.3. Affiliates and representative offices shall not be legal entities, shall be awarded property by the Company and shall operate in accordance with their statutory documents.
    6.4. The chief officers of affiliates and representative offices shall act under powers of attorney issued by the Company.
    6.5. List of affiliates and representative offices of the Company:
    1. Moscow affiliate of OAO Sibneft, Moscow.
    2. Noyabrsk affiliate of OAO Sibneft, Noyabrsk, Tyumen Oblast.
    3. Yamal representative office of OAO Sibneft, Salekhard, Tyumen Oblast.

    7. AUTHORIZED CAPITAL
    7.1. The authorized capital of the Company shall be 7,586,079,4224 (seven million, five hundred eighty six thousand, seventy nine, and four thousand and two hundred twenty four ten-thousandths) rubles, and shall consist of 4,741,299,639 (four billion, seven hundred forty one million, two hundred ninety nine thousand and six hundred thirty nine) ordinary registered shares with a face value of 0.0016 (sixteen ten-thousandths) ruble, acquired by the shareholders.
    7.2. Increasing Authorized Capital
    7.2.1. The authorized capital of the Company can be increased through increasing the face value of shares or issuing additional shares.
    7.2.2. Decision on increasing the authorized capital of the Company through increasing the face value of its shares shall be taken by the general shareholders' meeting.
    7.2.3. Decision on increasing the authorized capital of the Company through issuing additional shares shall be taken by the general shareholders' meeting.
    7.2.4. When increasing the authorized capital, the Company shall be obliged to comply with the restrictions instituted by federal laws.
    7.3. Reducing Authorized Capital
    7.3.1. The authorized capital of the Company can be reduced through decreasing the face value of shares or reducing their total number, in particular, through acquisition of part of the shares.
    7.3.2. The authorized capital can be reduced through the acquisition of part of the Company's shares by decision of the general shareholders' meeting with a view to their redemption.
    7.3.3. The authorized capital can be reduced by decision of the general shareholders' meeting on reducing the authorized capital by redeeming the shares becoming available to the Company in the following cases:
    - if the shares bought out by the Company at the shareholders' request have not been sold within one year of the day of their buyout (except in cases of shares buyout following any decision on Company reorganization);
    - if the shares acquired by the Company in accordance with para 2 of Article 72 of the Federal Law On Joint-Stock Companies have not been sold within one year of the acquisition date.
    7.3.4. If upon the completion of the second and each successive fiscal year the value of the net assets of the Company according to the annual balance sheet submitted for the shareholders' approval or according to the audit appears to be less than its authorized capital, the Company shall be obliged to announce a reduction of the authorized capital to a value not exceeding the value of its net assets.
    In this case the authorized capital of the Company shall be reduced through decreasing the face value of the shares.
    7.3.5. Within 30 days of the date of decision on reducing the authorized capital the Company shall give written notice to the creditors of the Company regarding the reduction of the authorized capital and its new amount, and also to announce the decision taken through the printed medium specialized in publication of information about the state registration of legal entities.
    7.3.6. The authorized capital of the Company shall be reduced through redeeming part of its shared by decision of the shareholders' general meeting on reorganizing the Company in the following cases:
    - as stipulated by subpara 1 of para 6 of Article 76 of the Federal Law On Joint-Stock Companies;
    - reorganization of the Company in the form of branching-off through redemption of converted stock.
    7.3.7. In reducing its authorized capital, the Company shall be obliged to comply with the restrictions instituted by federal laws.
    7.4. Net Assets
    7.4.1. The value of the net assets of the Company shall be assessed based on the accounting data according to the procedures instituted by legal and regulatory acts of the Russian Federation.
    7.4.2. In the event upon the end of the fiscal year the value of the net assets of the Company according to the annual accounting balance sheet as submitted to the shareholders of the Company for approval or according to the findings of the audit appears to be less than the value of the minimum authorized capital as established by the RF laws for the open joint-stock company, the Company shall be obliged to take decision on its liquidation.
    7.4.3. If in the event specified in para 7.3.4 of the Charter the Company does not take decision within reasonable time limits on reducing its authorized capital, or in the event specified in para 7.4.2 of the Charter -- decision on liquidation, the creditors shall be entitled to request from the Company the early termination or discharge of obligation and compensation for their losses. In such cases the agency responsible for the state registration of legal entities or other state or local government authorities empowered by federal laws to make such demands shall have the right to initiate judicial procedures for the liquidation of the Company.

    8. SHARES
    8.1. Types of Shares Placed by the Company. General Rights and Obligations of Shareholders
    8.1.1. The Company shall have the right to place common shares, and also preferred shares of one or several types.
    8.1.2. All shares of the Company shall be registered, and shall be issued in non-documentary form.
    8.1.3. Shareholders shall not be liable for the obligations of the Company and shall bear the risk of losses resulting from its operations to the extent of the value of the shares held by them.
    8.1.4. Shareholders who have not fully paid up shares upon their placement shall bear joint and several liability for the obligations of the Company to the extent of the unpaid part of the value of the shares held by them.
    8.1.5. The shareholder shall be obliged:
    to comply with the requirements of the Charter;
    to pay up the shares upon their placement within the time limits, under the procedures and in the ways stipulated by the laws, the Charter of the Company and the agreement on the placement of shares;
    to discharge other duties as stipulated by the law, by the Charter and also by decisions passed by the shareholders' general meeting within its terms of reference.
    8.1.6. Rights of the holders of shares of all categories (types):
    to alienate the shares held by them without the consent of other shareholders and/or the Company;
    the shareholders of the Company shall have the preferred right to buy additional shares and emission securities convertible into shares, when they are placed through closed subscription, in quantities proportionate to the quantity of the shares of the respective category (type) held by them;
    the shareholders of the Company who have voted against the placement of shares or emission securities convertible into shares through closed subscription or who have not participated in the vote on this matter shall have the preferred right to buy additional shares and emission securities convertible into shares, when they are placed through closed subscription, in quantities proportionate to the quantity of the shares of the respective category (type) held by them. The said right shall not apply to the placement of shares or other emission securities convertible into shares through closed subscription exclusively among shareholders in the event shareholders can acquire a whole number of placed shares or other emission securities convertible into shares in quantities proportionate to the quantity of the shares of the respective category (type) held by them;
    to receive a share of net profits (dividends) to be distributed between shareholders as prescribed by the law and the Charter depending on the category (type) of the shares held by him/her;
    to receive part of the property of the Company (liquidation quota) remaining after the liquidation of the Company in proportion to the quantity of the shares of the respective category (type) held by him/her;
    to have access to the documents of the Company as prescribed by the law and the Charter and to obtain copies thereof for pay;
    to exercise other rights as prescribed by the laws, the Charter and decisions passed by the shareholders' general meeting within its terms of reference.
    8.1.7. If a party (independently or jointly with affiliated party or parties) shall acquire 30 (thirty) or more percent of the Company's shares, subject to the amount of the party’s owned shares, such party shall be released from the requirements of clause 2 of article 80 of the Federal Law "On Joint-Stock Companies" to offer shareholders the right to tender Company shares owned by them and securities convertible into equities at the market price, but not cheaper than their weighted average price over a period of six months prior to the acquisition date.
    8.2. Ordinary Shares
    8.2.1. Every ordinary share of the Company shall have equal face value and entitle its holder to an equal amount of rights.
    8.2.2. Under the Federal Law On Joint-Stock Companies the holders of ordinary shares of the Company can attend the shareholders' general meeting with the right to vote on matters within its terms of reference, and also have the right to receive dividends, and in the event of the liquidation of the Company the right to receive part of its property (liquidation quota).
    8.3. Preferred Shares
    8.3.1. In the event of placement of the Company's preferred shares of one or several types, the Company's preferred shares of the same type shall have equal face value and entitle their holders to an equal amount of rights.
    8.3.2. The holder of a preferred share shall have the right to attend the shareholders' general meeting held in the form of co-attendance. The holder of preferred shares of the Company shall not have the right to vote in the shareholders' general meeting unless otherwise stipulated by the Federal Law On Joint-Stock Companies.
    The holder of preferred shares shall attend the shareholders' general meeting with the right to vote on questions of the reorganization and/or liquidation of the Company.
    8.3.3. The holder of a preferred share has a priority right as compared with the holder of an ordinary share to receive:
    assessed but unpaid dividends upon the liquidation of the Company;
    a share of the value of the property of the Company (liquidation value) remaining after its liquidation in the event the liquidation value of preferred shares is stipulated by the Charter.
    8.4. Voting Shares
    8.4.1. The voting share shall be a share entitling its holder to the right to vote on all matters within the terms of reference of the general meeting or on individual matters within its terms of reference.
    The share carrying the right to vote on all matters within the terms of reference of the general meeting shall be:
    a fully paid ordinary share, with the exception of the shares at the disposal of the Company;
    a privileged share the amount of dividend on which is determined by the Charter starting with the meeting following the annual general meeting that, regardless of the reasons, failed to decide on paying dividends or decided on paying partial dividends on the preferred shares of this type (except in cases prescribed by the law).
    8.4.2. A preferred share of any type shall carry the right of vote in deciding on reorganization or liquidation of the Company.
    8.4.3. A preferred share of a specific type shall carry the right to vote in decision-making on amendments and additions to the Charter of the Company that restrict the rights of holders of preferred shares of this type, including cases of determining or increasing the size of dividend and/or determining or increasing the liquidation value payable on the preferred shares of the preceding order of priority, and also the entitlement of holders of preferred shares of other types to other privileges regarding the succession of the payment of dividends and/or the liquidation value of shares.
    8.4.4. The shares carrying the right to vote on all matters within the terms of reference of the shareholders' general meeting shall entitle their holder to the right:
    to participate in voting (including by proxy) at the shareholders' general meeting on all questions within its terms of reference;
    to nominate candidates for the agencies of the Company under the procedures and terms and conditions envisaged by the law and by the Charter;
    to make proposals for the agenda of the shareholders' annual general meeting under the procedures and terms and conditions envisaged by the law and by the Charter;
    to request to see the list of persons entitled to attend the shareholders' general meeting under the procedures and terms and conditions envisaged by the law and by the Charter;
    to have access to the accounting records and documents under the procedures and terms and conditions envisaged by the law and by the Charter;
    to request the convocation of an extraordinary general meeting of shareholders and/or verification of the financial and business operations of the Company by the auditing commission under the procedures and terms and conditions envisaged by the law and by the Charter;
    to request the buyout by the Company of al or part of his/her shares in cases prescribed by the law.
    8.4.5. Preferred stock carrying the right to vote only on individual matters within the terms of reference of the shareholders' general meeting shall entitle their holder to the right:
    to participate in voting (including by proxy) at the shareholders' general meeting only if and when such matters are to be decided;
    to request the buyout by the Company of al or part of his/her shares in cases prescribed by federal laws.

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