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The Regulations on the General Meeting of Shareholders of Joint Stock Oil Company Michurinsky Refinery (hereinafter referred to as the "Regulations") shall determine the procedure for preparation, convocation and holding of the General Meeting of Shareholders of Joint Stock Oil Company Michurinsky Refinery (hereinafter referred to as " OOO Michurinsky Refinery or the "Company") and for summing up the results thereof in accordance with the Civil Code of the Russian Federation, Federal Law On Joint Stock Companies, other regulatory acts of law of the Russian Federation and the Articles of Association of the Company.

COMPETENCE OF THE GENERAL MEETING OF SHAREHOLDERS

The competence of the General Meeting of Shareholders of the Company shall be determined by the legislation of the Russian Federation and the Articles of Association of the Company. Resolving of the issues falling within the competence of the General Meeting of Shareholders may not be delegated to the Board of Directors of the Company or the Company's executive bodies. The General Meeting of Shareholders shall have no right to consider any issues not falling within its competence and adopt resolutions on such issues.

ANNUAL GENERAL MEETING OF SHAREHOLDERS. PROCEDURE FOR CONSIDERATION AND ENTERING OF PROPOSALS FROM SHAREHOLDERS ONTO THE AGENDA OF THE GENERAL MEETING OF SHAREHOLDERS

The Company shall be obliged to hold the annual General Meeting of Shareholders on an annual basis, not earlier than two months and not later than six months from the end of the financial year. The date of holding the annual General Meeting of Shareholders shall be determined by the Board of Directors of the Company. The Company's financial year shall begin on January 01 and shall end on December 31 of the current year, inclusive. The annual General Meeting of Shareholders shall be convened by the Board of Directors except for the cases provided for by Federal Law On Joint Stock Companies. The resolution on convocation shall be adopted by a majority of the votes of the members of the Board of Directors attending the meeting Shareholders.

The following issues shall be resolved at the annual General Meeting of Shareholders: election of the members of the Board of Directors of the Company; approval of the Annual Reports and annual accounting (financial) statements, including the profit and loss statements (profit and loss accounts) of the Company, and also distribution of profit (including payment (declaration) of the dividend, except for the profit distributed as dividend based on the results of the first quarter, half-year, or nine months of a financial year, and the Company's loss based on the results of the financial year; election of the,members of the Audit Commission of the Company; approval of the External Auditor of the Company.

At the suggestion of shareholders or the Board of Directors, other issues falling within the competence of the Board of Directors in accordance with the legislation of the Russian Federation may also be entered onto the agenda of the annual General Meeting of Shareholders in accordance with the procedure and within the time limits determined by the Articles of Association of the Company and these Regulations.

Shareholders holding in the aggregate at least 2 percent of the Company's voting shares shall have the right to make proposals on the agenda of the annual General Meeting of Shareholders. Such proposals shall be received by the Company within 100 days from the end of the financial year.

Proposals on the agenda shall be submitted in writing by way of: - sending by mail or courier service to the address (location) of the sole executive body of the Company; - serving against signature to Corporate Secretary / Secretary of the Board of Directors of the Company, or by way of surrender to the registry office of the Company or other subdivision authorized to receive written correspondence addressed to the Company.

The portion of voting shares, which belong to a shareholder (shareholders) that makes a proposal on the agenda of the General Meeting of Shareholders, shall be defined as at the date of making such proposal. The date of making the proposal on the agenda of the General Meeting of Shareholders shall be: if the proposal on the agenda of the General Meeting of Shareholders has been sent by mail: the date stated on the impression of the date stamp proving the date of sending the mail item; if the proposal on the agenda of the General Meeting of Shareholders has been sent by courier service: the date of handing over to the courier service for delivery; if the proposal on the agenda of the General Meeting of Shareholders has been served against signature: the date of serving.

The date of receiving the proposal on the agenda of the General Meeting of Shareholders shall be: if the proposal on the agenda of the General Meeting of Shareholders has been sent as an ordinary letter or any other ordinary mail item: the date of receiving the mail item by the addressee; if the proposal on the agenda of the General Meeting of Shareholders has been sent as a registered letter or any other registered mail item: the date of delivery against signature; if the proposal on the agenda of the General Meeting of Shareholders has been sent by courier service: the date of delivery by the courier; if the proposal on the agenda or requirement to convene the General Meeting of Shareholders has been served against signature: the date of serving.

A proposal on the agenda of the annual General Meeting of Shareholders shall contain: the wordings of the items of the agenda of the General Meeting of Shareholders; the surname, name and patronymic (designation) of the shareholder having submitted the proposals, information on the shares held thereby (quantity, category (class)). A proposal shall be signed by the shareholder or by his authorized representative. If a proposal is signed by the authorized representative, the power of attorney shall be attached thereto, executed in accordance with the requirements of Article 185 of the Civil Code of the Russian Federation or notarized (or a notarized copy of the power of attorney). If the power of attorney is granted by way of sub-delegation, then, in addition to such power of attorney or a notarized copy thereof the power of 5 attorney shall be submitted on the ground of which the above said power of attorney was granted, or a copy thereof certified in accordance with the established procedure.

The shareholders whose right of ownership of the shares is recorded in the system of maintaining the register of the holders of registered securities of the Company shall not be obliged to acknowledge their rights by documents when submitting proposals on the agenda of the General Meeting of Shareholders. If a proposal on the agenda of the annual General Meeting of Shareholders is signed by a shareholder (the representative thereof) whose rights to the shares are recorded in a custody account with a depository, an extract from such shareholder's custody account with the depository recording the rights to the above said shares shall be attached to such proposal.

The Board of Directors shall be obliged to consider the submitted proposals and to adopt a resolution on entering them onto the agenda of the annual General Meeting of Shareholders or refusal of entering within 5 days of the deadline for submitting the proposals as per Clause 3.6 of these Regulations.

A resolution on refusal of entering an issue onto the agenda of the annual General Meeting of Shareholders of may be adopted by the Board of Directors in the following cases:

1 the time limit for submitting a proposal determined by the Company's Articles of Association and these Regulations is not complied with;

2 the proposal does not comply with the requirements of the legislation of the Russian Federation, the Company's Articles of Association and these Regulations;

3 the shareholders who have submitted the proposal do not hold as at the date of submitting the proposal the quantity of voting shares of the Company stipulated in item 3.6 hereof;

4 the issue proposed for entering onto the agenda is not referred by the legislation of the Russian Federation and the Company's Articles of Association to the competence of the General Meeting and (or) does not comply with the requirements of the legislation of the Russian Federation.

A motivated resolution of the Board of Directors on refusal of entering an issue onto the agenda of the annual General Meeting of Shareholders shall be sent to the shareholders that have proposed the issue, within 3 days from the time of adoption of the resolution. If the Board of Directors of the Company adopts the resolution on refusal of entering the proposed issue onto the agenda of the annual General Meeting of Shareholders, or if the Board of Directors of the Company evades adoption of such resolution, a shareholder shall have the right to apply to the court for compelling the Company to enter the proposed issue onto the agenda of the General Meeting of Shareholders.

The Board of Directors of the Company shall have no right to make amendments to the wordings of the issues proposed for entering onto the agenda of the annual General Meeting of Shareholders and to the wordings of the resolutions on such issues. Shareholders holding in the aggregate at least 2 percent of the Company's voting shares as at the date of submitting a proposal shall have the right to nominate candidatures for election to the Board of Directors and the Audit Commission of the Company at the annual General Meeting of Shareholders. Such proposals on nomination of candidates shall be submitted to the Company within 100 days from the end of the financial year. The quantity of the candidates nominated for election to each body in one proposal shall not exceed the number of the members of the respective body as determined by the Company's Articles of Association or by the General Meeting of Shareholders.

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