LukoilRUS: LKOH

Charter of PJSC LUKOIL (new version)

Apr 22, 2025 at 10:47 AM UTC · Issued by Lukoil

CHARTER

of Public Joint Stock Company "Oil сompany "LUKOIL" (new version)

Public Joint Stock Company "Oil company "LUKOIL" (hereinafter referred to as the "Company") was established in accordance with Decree No. 1403 of the President of the Russian Federation On Specific Features of the Privatization and Transformation into Joint Stock Companies of State Enterprises and Industrial and Research-IndustrialAssociations in the Oil and Oil-RefiningIndustries and Oil Product Supply, dated November 17, 1992 and Directive No. 299 of the Council of Ministers - Government of the Russian Federation On the Establishment of Open Joint Stock Company "Oil company "LUKoil", dated April 5, 1993, for the purpose of industrial-economic and financial-investment activity.

Article 1. Name and Location of the Company

1.1. The full official name of the Company is Публичное акционерное общество «Нефтяная компания «ЛУКОЙЛ».

The abbreviated official name of the Company is ПАО «ЛУКОЙЛ».

The full company name in English is Public Joint Stock Company "Oil company "LUKOIL". The abbreviated company name in English is PJSC "LUKOIL".

1.2. The location of the Company: Moscow.

The address of the Company is: Sretensky bulvar 11, Moscow, 101000, Russian Federation.

Article 2. Legal Status of the Company

The Company is a legal entity under the laws of the Russian Federation. The Company acquired the rights of a legal entity from the date of its state registration. The Company is a public joint stock соmpany.
The Company has a round seal bearing its full name in Russian and indicating its location, stamps and letterheads with its name, its own logo, duly registered trademarks, and other means of visual identification, as determined by the internal documents of the Company.
The rules on the use of means of visual identification shall be established by applicable law, the Company's internal regulations and agreements entered into by the Company.
The Company shall have the right to open bank accounts inside and outside the Russian Federation pursuant to the established procedure.
The Company shall have the right to enter into any transactions in its own name in compliance with the laws of the Russian Federation, to acquire and exercise civil rights and incur civil obligations, and act as plaintiff and defendant in a court of law.
As an independent business entity, the Company may own, use and dispose of its separate property accounted for on its independent balance sheet.
The Founder of the Company is the Council of Ministers - Government of the Russian Federation
(hereinafter referred to as the "Founder").
The provisions of this Charter shall be amended, or a new version of this Charter shall be approved by decision of the General Meeting of Shareholders (hereinafter referred to as the "Shareholders Meeting" or the "Meeting") of the Company or, in such cases as provided for by this Charter, by the Board of Directors, subject to the requirements of effective legislation and the provisions of this Charter.
The Company is the owner of assets transferred thereto as contributions, payment for shares or otherwise to the charter capital by its Founder and shareholders, and also of assets received as a result of its activity and from other sources.
The Company is liable for its obligations to the extent of its assets. The Company is not liable for the obligations of its shareholders.

Shareholders are not liable for the Company's obligations and bear the risk of losses related to the Company's operations to the extent of the value of the Company shares owned by shareholders.

The state and its bodies are not liable for the Company's obligations; likewise, the Company is not liable for the obligations of the state and its bodies.

The Company has the right to own an interest in other for-profit and non-profit organizations.
The Company may establish subsidiaries.
The Company shall have the right to establish branches and open representative offices, both in the Russian Federation and abroad.
The Company's branches and representative offices are not legal entities and shall act on behalf of the Company. The Company's branches and representative offices shall operate on the basis of the Regulations on the Branch (Representative Office) in compliance with the laws of the jurisdiction where such branch or representative office is located.
The Company shall take part in negotiations on concluding inter-state and intergovernmental agreements on the supply of oil and oil products by the Company.
The Company shall independently plan and carry out its activity, determine the remuneration of its employees (hereinafter, "Company employees"), the prices of products and services, the procedure and form of settlements under its transactions, unless otherwise provided by applicable law.
The Company shall disclose information according to applicable law and the obligations it assumes, including in connection with the listing of the Company's securities on stock exchanges.
The relationship between the Company and the governmental authorities of the political subdivisions of the Russian Federation and the local governmental authorities in the regions where the Company explores and extracts oil, gas and other mineral resources shall be governed by applicable law and any contracts and agreements between them, with due account of the interests of the Company and the population of such regions.
The Oil Concern LUKOIL, registered by the Moscow Registration Chamber on April 22, 1992 and entered into the Register under No. 2106-14, was reorganized through a takeover by the Company. The Company is the legal successor to all property and personal non-property rights and obligations of the Oil Concern
LUKOIL.

Article 3. Objective and Types of Activity of the Company

The main objective of the Company is to make profit.
The main types of the Company's activity are as follows:

Exploration at oil and gas fields and other deposits, geological survey of the subsoil, drilling of wells, extraction, transportation and refining of oil and gas, production of oil products, petrochemical and other products (including consumer goods and services), sale of oil, oil products and other products of the refining of hydrocarbons and other raw materials (including retail sales and exports);
3.2.2. Financial and investment activities in Russia and abroad;

Coordination of activities of the Company's subsidiaries;
Procedures for the issue of the Company's securities in compliance with applicable law;
Creation of production facilities and performance of actions furthering the objectives of the Company and the interests of its shareholders, including advertising, publishing and printing activity, organization of exhibitions, trade exhibitions, and auctions;
Exports and imports of goods and services, development of new forms of mutually beneficial foreign economic relations, trade, economic, scientific and technological cooperation with foreign companies;
Organisation and performance of actions on preparation for mobilization, registration for military service and reservation of individuals eligible for military call-up in the Russian Federation, civil defence, prevention and liquidation of emergencies, and the protection of information constituting a state or trade secret in accordance with the laws and regulatory acts of the Russian Federation as well as performance of work related to the use of information constituting a state secret and provision of services on the protection of a state secret;

Organisation and performance of research and technical, design and exploration, and commissioning activity;
Construction, renovation and operation of facilities for oil and gas extraction, transportation, oil and gas refining, production and sale of oil, gas, oil products and petrochemicals, and also housing, social, and cultural facilities;
3.2.10. Legal support and provision of legal services;

3.2.11. Intermediary, consulting, educational and marketing activities, provision of telecommunications services to legal entities and individuals and any other types of activities that are consistent with the Company's objectives and are not prohibited by applicable law;

3.2.12. Environmental protection, occupational and industrial safety in accordance with Russian legislation, international standards ISO 14001 and ISO 45001.

3.3. The Company's activities to execute orders for the implementation of federal special-purpose programs and the purchase and supply of products to meet state needs shall be carried out on the basis of state supply contracts to meet state needs, and state supply agreements entered into in connection therewith.

Article 4. Charter Capital

The Charter Capital of the Company shall consist of the par value of shares acquired by shareholders (placed) and shall be 17,321,644 roubles 05 kopecks (seventeen million three hundred twenty-one thousand six hundred forty-four roubles and five kopecks).
4.2. The Charter Capital of the Company is divided into 692,865,762 registered ordinary shares with a par value of 2.5 kopecks per share, representing in aggregate 100 percent of the Charter Capital.

As necessary and pursuant to the procedure stipulated by the laws of the Russian Federation and this Charter, the Company may:

increase the Charter Capital by placing additional shares within the limit of the authorized shares established by this Charter, or by increasing the par value of shares;
consolidate outstanding shares or split them into shares of smaller par value;
reduce the amount of the Charter Capital by decreasing the par value of shares of the Company or through the purchase by the Company of a portion of the shares in order to reduce the total number thereof or through the cancellation of shares not paid-up in full, and through the c of shares acquired or repurchased by the Company.
Any changes in the Company's Charter Capital shall be made pursuant to a decision on: 4.4.1. an increase in the Charter Capital:

by increasing the par value of shares, to be adopted by the Shareholders Meeting;
by placing additional shares, to be unanimously adopted by the Company's Board of Directors, except as otherwise stipulated by sub-points 4.4.1.3, 4.4.1.4 of point 4.4 of this Charter;

by placing additional shares through private subscription, to be adopted by the Shareholders
Meeting;
by placing, through open subscription, ordinary shares equal to more than 25 percent of outstanding ordinary shares, to be adopted by the Shareholders Meeting;
4.4.2. a reduction of the Charter Capital to be adopted by the Shareholders Meeting.

through a decrease in the par value of shares;
through the acquisition by the Company of a portion of shares in order to reduce the total number
thereof,
through the retirement of shares acquired and repurchased by the Company.
4.5. The price of additional shares placed by subscription shall be determined, or the procedure for determination of which shall be established, by the Board of Directors, but shall not be less than par value.

The value of assets contributed as payment for shares and other issuable securities shall be expressed in roubles.

4.6. The Company shall have the right to issue, in addition to shares already placed, 85,000,000 (eighty- five million) registered ordinary shares with a par value of 2.5 kopecks each, for a total par value of 2,125,000 (two million one hundred twenty-five thousand) roubles.

Registered ordinary shares declared for placement by the Company shall give their owners the rights stipulated by point 5.5 of this Charter.

Article 5. Shares and Other Securities of the Company. Shareholders' Rights

5.1. The issue and circulation of the Company's securities shall be determined by the applicable securities

law.

If the Company offers additional shares and issuable securities of the Company convertible into shares by open subscription, the Company's shareholders shall have a preemptive right to acquire such additional shares and issuable convertible securities in an amount proportionate to the number of such class (type) of shares held by them.
If the Company offers shares and issuable convertible securities by private subscription, the
Company's shareholders who voted against or who did not participate in the voting on such offering shall have a preemptive right to acquire such securities in an amount proportionate to the number of such class (type) of shares held by them. Such right shall not apply where shares and other issuable convertible securities are offered by private subscription to shareholders only, if the shareholders may acquire a whole number of the shares and other issuable convertible securities in proportion to the number of such class of shares held by them.
In each additional issue of shares or issuable convertible securities, the Company shall give notice to all holders of such class (type) of shares, at least 45 calendar days prior to the start of the offering according to the procedure stipulated for notifying of a session or absentee voting for taking decisions by the Meeting, stating the amount of shares and issuable convertible securities so offered, their offering price or the procedure for determining the same, or that the price or the procedure for determining the same will be established by the Board of Directors of the Company no later than the start of placement of the securities, as well as the procedure for determining the number of securities to which any such shareholder shall be entitled, the procedure for submitting an application to the Company on the acquisition of shares or issuable securities convertible into shares, and the period during which these applications must be submitted to the Company.
The Company, acting in compliance with the laws of the Russian Federation, may acquire its outstanding shares based on a decision of the Board of Directors. The Company may not take such decision on the acquisition of shares by the Company if the par value of outstanding Company shares thereby becomes less than 90 percent of the Company's Charter Capital.
Shares acquired by the Company pursuant to the decision of the Board of Directors shall not provide voting rights, shall be disregarded for the purposes of tallying votes, and shall not accrue any dividend. Such shares shall be sold within one year of their acquisition at the price not lower than their market value.
If a shareholder is unable acquire a whole number of shares in exercising the preemptive right to acquire additional shares or in consolidation of shares, fractional shares may be created (hereinafter, "fractional shares"). Fractional shares shall be traded pari passu with whole shares. Any fractional share shall grant to the holder thereof the rights granted by the relevant class (type) of shares in an amount equal to that portion of a share which it represents. In order to reflect the total number of shares outstanding in the Company Charter, all outstanding fractional shares shall be aggregated. If the resulting number is a fraction, such fraction shall be specified in the Company Charter to reflect the number of shares outstanding.
5.5. Each ordinary share shall grant equal rights to the holder thereof.

Pursuant to the procedure stipulated in this Charter, Company shareholders have the right:

to participate in the management of the Company through participation in a session or absentee voting when taking decisions by the Meeting of the Company in compliance with effective legislation and this Charter;
to purchase shares and other securities of the Company, including by exercising the preemptive right in accordance with the provisions of point 5.2 of this Charter;
to sell the shares owned by them without permission from other shareholders and the Company;
in cases and in accordance with the procedure stipulated by effective legislation and the Company
Charter, to receive information about the Company's activities and have access to its accounting and other documentation;
to receive a portion of the Company's assets available after settlements with creditors in the event of its liquidation;
to exercise their rights directly or by proxy, who may be other shareholders, or other persons acting on the basis of a power of attorney, issued in compliance with the procedure determined by applicable law;
5.5.7. to receive dividends on the Company shares.

Shareholders of the Company also have other rights stipulated by effective legislation and the Company Charter.

5.6. The shareholders shall be obligated not to disclose confidential information on the Company's

operations.

Shareholders of the Company also have other duties stipulated by effective legislation or the Company Charter.

5.7. A party that has purchased more than 30 percent of the total shares of the Company, taking into account the number of shares already owned by the party or its related parties, shall be required to publicly offer to purchase the remaining ordinary shares in the Company and the issuable securities of the Company convertible into suchshares from the shareholders that hold them, according to the procedure and by the deadlines established by the effective legislation of the Russian Federation.

Article 6. Shareholder Register

6.1. The Company shall maintain and ensure safekeeping of a shareholder register through a professional securities market participant licensed to maintain a register of the holders of registered securities (hereinafter, the

"Registrar").

The Board of Directors shall adopt a decision to approve the Registrar, provided that its operation comply with the laws of the Russian Federation and generally accepted international practices.

6.2. The shareholder register of the Company shall be maintained in accordance with the laws of the Russian Federation using a computer database that ensures identification of registered persons, certification of title to securities registered on the personal accounts of registered persons, and which also allows information to be received and sent to registered persons.

Article 7. Company Bodies

The Company shall establish the following bodies for the purpose of conducting Company's
activities:
7.1.1 The General Shareholders Meeting;
The Board of Directors;
The Chief Executive Officer - a single-person executive body.

Members of the Board of Directors and the Chief Executive Officer shall be officers of the Company
(hereinafter, the "officers of the Company").

7.3. The Company shall employ specialists necessary to support daily operations.

7.4. The Company's single-person executive body shall be stationed at the Company's location.

Article 8. Shareholders Meeting

8.1. The General Shareholders Meeting shall be the supreme body of the Company.

Decisions of the General Shareholders Meeting may be taken at a session where voting may be combined with absentee voting (hereinafter referred to as the "session"), or without holding of a session (absentee voting). The session of the Shareholders Meeting shall be held in the city where the Company is located (Moscow) or in the cities of Volgograd, Kogalym, Astrakhan, Nizhny Novgorod and Perm.

Absentee voting for decisions to be taken by the Shareholders Meeting shall take place through submitting voting ballots.

8.2. The following issues shall fall within the jurisdiction of the Shareholders Meeting:

8.2.1. amendments and addenda to the Company Charter or approval of any new versions of the Company

Charter;

8.2.2. reorganization of the Company;

liquidation of the Company, appointment of the liquidation commission and approval of interim and final liquidation balance sheets;
determination of the number of members of the Company's Board of Directors, election of its members, early termination of their powers, determination of remuneration and compensation payable to the Board members;
determination of the amount, par value, class (type) of authorized shares and the rights granted by
these shares;
8.2.6. increase in the Charter Capital through:

an increase in the par value of the shares;
placement of additional shares by private subscription;
placement of additional shares representing more than 25 percent of outstanding shares, by open
subscription;
8.2.7. decrease in the Charter Capital of the Company through:
8.2.7.1. a decrease in the par value of shares;

acquisition by the Company of a part of the shares in order to reduce the total number thereof;
the retirement of shares acquired or repurchased by the Company in accordance with the laws of the Russian Federation;
8.2.8. appointment of the Company's audit organisation;
8.2.9. payment (declaration) of dividends based on the results of the first three, six and nine months of the reporting year;
8.2.10. approval of annual reports, annual accounting (financial) statements of the Company;
8.2.11. distribution of profits (including through the payment (declaration) of dividends, with the exception of payment (declaration) of dividends based on the results for the first quarter, half year, and first nine months of the reporting year) and losses of the Company based on the results of the reporting year;
8.2.12. determination of the rules for the conduct of Shareholders Meetings; 8.2.13. split and consolidation of shares;
8.2.14. adoption of decisions on consent or subsequent approval of interested-party transactions, as provided by the Federal Law On Joint Stock Companies;
8.2.15. adoption of decisions on:

consent or subsequent approval of major transactions, as provided by the Federal Law On Joint Stock Companies;

8.2.15.2. consent or subsequent approval of a major transaction requiring decision on consent or subsequent approval of the Board of Directors in accordance with sub-point 9.7.17 of point 9.7 of this Charter, if the Board of Directors has not reached unanimity on the issue;

8.2.16. acquisition by the Company of outstanding shares in order to reduce the total number thereof; 8.2.17. decisions on participation in financial-industrial groups, associations and other unions of for-profit

organizations;

8.2.18. approval of internal regulations governing the activity of the Company's bodies;

8.2.19. placement of issuable securities convertible into Company shares through private subscription, and placement through open subscription of issuable securities convertible into ordinary shares representing more than 25 percent of the Company's outstanding ordinary shares;

8.2.20. adoption of a decision on filing an application on the delisting of the Company's shares and/or issuable securities convertible into shares;

8.2.21. other issues stipulated by effective legislation.

Sessions of the Shareholders Meeting may be annual and extraordinary.
Annual sessions of the Shareholders Meeting shall be held annually, not earlier than two and not later than six months after the end of the reporting year.
The annual session of the Shareholders Meeting shall settle issues of the election of the Board of Directors of the Company, appointment of the audit organisation, approval of the annual report and annual accounting (financial) statements, distribution of profits (including through the payment (declaration) of dividends) and losses based on the results of the reporting year. In addition, the annual session of the Shareholders Meeting may decide on other issues within its jurisdiction in accordance with effective legislation.
An extraordinary session of the Shareholders Meeting or absentee voting for decisions to be takenby the Shareholders Meeting shall be held by decision of the Company's Board of Directors, on its own initiative, or at the request of the Company's audit organisation, or shareholders (a shareholder) holding at least 10 percent of the Company's voting shares as at the date of such request.
Company shareholders (shareholder) holding in aggregate at least two percent of the Company's voting shares are entitled to propose (submit) items for the agenda of the annual session of the Shareholders Meeting and propose (nominate) candidates to the Board of Directors. The number of candidates such shareholders may nominate to the Board of Directors may not exceed the number of positions in this body. Such proposals shall be received by the Company not earlier than 1 July of the reporting year and not later than 60 days after the end of the reporting year.
In addition to issues proposed for the agenda by shareholders, and to the candidates to the Board of Directors of the Company nominated by the shareholders, the Board of Directors may place items on the agenda and/or nominate candidates to the Board of Directors at its own discretion. The number of candidates nominated by the Company's Board of Directors may not exceed the number of positions in the Board of Directors.
The notice of any session or absentee voting for decisions to be taken by the Shareholders Meeting
(hereinafter referred to as the "Session Notice" or "absentee voting Notice") shall be placed on the Company's official websites (www.lukoil.ru, www.lukoil.com) on the information and telecommunications network "Internet", at least 30 days prior to the date of the session or the deadline for the receipt of ballots during absentee voting, unless an earlier deadline is stipulated by law.
The Company shall send each person registered in the Company's shareholder register and entitled to vote for decisions to be taken by the Meeting voting ballots on all items on the agenda of the Meeting in the form of an electronic message with a file of a ballot (ballots) as an attachment to the e-mail address of the relevant person specified in the Company's shareholder register no later than 20 days before the session or the deadline for the receipt of ballots during absentee voting and no later than 30 days before the session or the deadline for the receipt of ballots during absentee voting if the agenda includes an item on the reorganization of the Company. During preparations for the session of the Meeting or absentee voting, the Board of Directors may determine additional methods of sending voting ballots.

During preparations for the session of the Meeting or absentee voting, the Company's Board of Directors may decide to enable persons entitled to vote when taking decisions by the Meeting to complete the voting ballots electronically, through a website on the information and telecommunications network "Internet", the URL whereof is established by the Board of Directors and included in a session or absentee voting Notice.

During preparations for the session or absentee voting, depending on the items included in the agenda, persons entitled to vote when taking decisions by the Meeting should be provided with the information (materials) stipulated by effective legislation, regulatory acts of the Bank of Russia, internal documents and decisions of the Board of Directors, including the Company annual report; the annual accounting (financial) statements; the Auditors' Report on such accounting (financial) statements; information on candidates for election to the Company's Board of Directors; draft amendments and addenda to the Company Charter or a draft new version of the Company Charter; draft internal documents of the Company or amendments and addenda to such documents subject to approval by the Meeting; draft decisions of the Shareholders Meeting of the Company.

If the agenda includes the issue of reorganization of the Company, shareholders will be informed, inter alia, of the reason for the reorganization and provided with the annual accounting (financial) statements of all organizations participating in the reorganization for three completed reporting years.

The session of the Meeting shall be presided by the Chairman of the Board of Directors or the Vice Chairman of the Board of Directors. Should they be absent from the session of the Meeting, it will be chaired by a person designated pursuant to the procedure stipulated by the Regulations on the General Shareholders Meeting of PJSC "LUKOIL".
The Meeting shall be competent (the session or absentee voting for decisions to be taken by the Meeting shall be quorate) if shareholders holding in aggregate more than half of the outstanding voting shares of the Company participated in the session or absentee voting. In case of a session where voting is combined with absentee voting, the Meeting shall be quorate if shareholders holding in aggregate more than half of the outstanding voting shares of the Company participated in the session and absentee voting.
If the agenda contains items to be voted by different types of voters, a quorum for taking decisions on such issues shall be determined separately. In such cases, a lack of quorum for taking decisions on issues to be voted by one set of voters shall not preclude taking decisions on items to be voted by another set of voters for which a quorum is present.
Shareholders registered to participate in a session of the Meeting, including through the use of electronic or other technical means, shall be deemed to have participated in the session of the Meeting. Shareholders whose completed ballots are received by the Company no later than the deadline for the receipt of ballots during absentee voting shall be deemed to have participated in absentee voting.
Shareholders who, in accordance with the rules set out in the securities laws of the Russian Federation, gave voting instructions (directives) to persons keeping record of their rights to shares shall also be considered to have participated in absentee voting, if notifications with declaration of their intent have been received no later than the deadline for receiving ballots during absentee voting.

If the session or absentee voting procedure, as resolved by the Company's Board of Directors, enables persons to complete voting ballots electronically, shareholders shall be deemed to have participated in the session of the Meeting, as long as they are registered on the website on the information and telecommunications network "Internet", as specified in the session Notice, and filled out their voting ballots electronically via the website on the information and telecommunications network "Internet", as indicated in the Notice, at least two days prior to the session of the Meeting, or in case of absentee voting - completed their voting ballots electronically through the website on the information and telecommunications network "Internet", as specified in the absentee voting Notice, no later than the deadline for the receipt of voting ballots.

8.10. Participation in a session of the Meeting may be exercised online through the use of electronic or other technical means and allowing to reliably identify a person participating online in the session of the Shareholders Meeting and enabling such person to participate in the discussion of agenda items and to vote on the agenda items put to a vote.

The session of the Meeting with online participation may be held without determining its venue and a possibility to attend the venue.

In the absence of a quorum at an annual session of the Meeting, a repeat session with the same agenda shall be held. In the absence of a quorum at an extraordinary session of the Meeting or when taking decisions by absentee voting, a repeat extraordinary session or repeat absentee voting with the same agenda may be held.
When holding a repeat session or repeat absentee voting, the Shareholders Meeting shall be quorate if shareholders holding in aggregate at least 30 percent of the outstanding voting shares of the Company participate in the repeat session or repeat absentee voting.
The functions of the counting commission shall be performed by the Registrar of the Company authorized by the decision of the Board of Directors.
The right to participate in a session of the Shareholders Meeting or absentee voting may be exercised by a shareholder in person or by proxy.
A shareholder's proxy shall act to the extent of the authority provided for in the orders of the federal bodies or the acts of the competent governmental or local authorities, or a written power of attorney.
A shareholder shall have the right to replace his/her proxy at any time or to participate in a session or absentee voting in person.
Experts (including Company employees) may be invited to the session of the Shareholders Meetings to support the review of certain special items included in the agenda.
The Shareholders Meeting shall make decisions by a majority vote of the shareholders holding voting shares and participating in a session of the Shareholders Meeting or absentee voting, with the exception of the cases stipulated by this Charter.
Decisions on the issues indicated in sub-points 8.2.1, 8.2.2, 8.2.3, 8.2.5, 8.2.6.2, 8.2.6.3, 8.2.7.1, 8.2.15.1, 8.2.16, 8.2.19, 8.2.20 of point 8.2 of this Charter shall be taken by the Shareholders Meeting by a three- fourths majority vote of the shareholders holding voting shares of the Company participating in a session of the Shareholders Meeting or absentee voting.
Decisions on the issues indicated in sub-points 8.2.2, 8.2.6, 8.2.7.1, 8.2.13, 8.2.14, 8.2.15, 8.2.16, 8.2.17, 8.2.18 of point 8.2 of this Charter shall be taken by the Shareholders Meeting only on the proposal of the Board of Directors of the Company.
Decisions on issues specified in sub-point 8.2.15 of point 8.2 of this Charter shall be taken by a majority vote of the holders of the Company's voting shares participating in a session of the Shareholders Meeting or absentee voting who have no material benefit (interest) in entering the transaction or who are not controlled by entities interested in entering the transaction.
For the purposes of taking a decision under sub-point 8.2.14 of point 8.2 of this Charter the Shareholders Meeting shall be deemed quorate irrespective of the number of shareholders, who own voting shares in the Company, participating in a session of the Meeting or absentee voting.
Holding of the session of the Meeting and voting results at the session, including when voting is combined with absentee voting, and also absentee voting results shall be affirmed by the minutes on the results of the session or absentee voting for taking decisions by the Meeting (hereinafter referred to as the "Minutes of the Meeting").
The Minutes of the Meeting shall be signed by the person presiding at the session (Chairman of the Meeting) and the Secretary of the Shareholders Meeting, and shall be certified with the Company seal.
The Minutes of the Meeting indicating the results of absentee voting shall be signed by the Chairman of the Board of Directors and the Secretary of the Meeting. The protocol on voting results shall be attached to the Minutes of the Meeting.
8.20. The decisions adopted by the Meeting and the voting results may be announced at the session of the Shareholders Meeting at which the voting was held, and shall also be brought to the attention of the persons entitled to vote when taking decisions by the Meeting in the form of a report on voting results not later than four

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