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Translated from Russian into English

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									                                                   Translated from Russian into English


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Main state                                                                                                               AGREED by
registration number                                                                                            First Deputy Chairman
of credit organisation: 1027800000227                                                                                of Bank of Russia
Date of state registration                                                                                   (signature) A.A. Kozlov
of credit organisation: 02nd August 2002                                                                               28th April 2006
Registration number of credit organisation                                         Seal:
assigned to it by the Bank of Russia: 2551 dated 29.10.1993                        Central Bank of the Russian
                                                                                   Federation (Bank of Russia), OGRN 1037700013020




                                    CHARTER (ARTICLES OF ASSOCIATION)

                                         of Petersburg Social Commercial Bank
                                               Open Joint-Stock Company
                                                     (PSCB OJSC)




                                                                                                                   Approved
                                                                                                          by Annual General
                                                                                                     Meeting of Shareholders
                                                                                                        on 10th March 2006
                                                                                                            (Minutes No. 42)




                                                          St. Petersburg
                                                               2006
                                                                                                           2
                                         Chapter 1. GENERAL

1.1. Petersburg Social Commercial Bank Open Joint-Stock Company, hereinafter referred to as the
"Bank", shall be a credit organisation established according to the resolution of the Meeting of founders
in the form of a closed type joint-stock company with the name of Petersburg Social Commercial Bank
Joint-Stock Company (Minutes No. 1 dated 25th May 1993). The Bank has been registered by the Central
Bank of the Russian Federation on 29th October 1993 under No. 2551.
In accordance with the resolution of the General Meeting of Shareholders dated 03rd February 1995, the
Bank has changed the name of organisational legal form into the Closed Joint-Stock Company.
At the General Meeting of Shareholders dated 20th September 2002 (Minutes No. 33), a resolution was
made on reorganisation of the Bank in the form of takeover of Severniy Joint-Stock Commercial Road
Bank Closed Joint-Stock Company registered by the Central Bank of the Russian Federation on 02nd
December 1994, registration number 3165, located in at the address: 42 Shpalernaya ul., St. Petersburg,
191123.
The Bank shall be the successor of all rights and obligations of Severniy Joint-Stock Commercial Road
Bank Closed Joint-Stock Company in accordance with the transfer act dated 01st September 2002.
According to the resolution of the General Meeting of Shareholders dated 10th March 2006 (Minutes No.
42), the type of joint-stock company has been changed from closed joint-stock company into open joint-
stock company.
1.2. Full corporate name of the Bank in the Russian language: Открытое акционерное общество
"Петербургский социальный коммерческий банк".
Short corporate name of the Bank in the Russian language: ОАО "ПСКБ".
Full corporate name of the Bank in the English language: Petersburg Social Commercial Bank Open
Joint-Stock Company.
Short corporate name of the Bank in the English language: PSCB.
1.3. The Bank has the exclusive right to use its corporate name.
1.4. Bank’s location and mailing address: 42 Shpalernaya ul., St. Petersburg, 191123.
1.5. The Bank shall be a part of the banking system of the Russian Federation and in its activity it shall be
guided by the legislation of the Russian Federation, regulatory acts of the Bank of Russia as well as by
this Articles of Association.
1.6. The Bank shall have a round seal with its corporate full name in the Russian language and indication
of its organisational legal form and location, stamps, letterheads with its name, its own emblem and other
visual identification means.
1.7. The Bank shall be a legal entity, shall possess an isolated property being taken into account in its
independent balance sheets.
1.8. The Bank’s shareholders can be legal entities and/or natural persons, both Russian and foreign. The
peculiarities of the participation of foreign shareholders in the Bank shall be determined by applicable
legislation of the Russian Federation and the corresponding foreign state.
                                                                                                           3

1.9. The Bank shall have unlimited liability, can acquire and exercise property and non-property rights on
its own behalf, shall bear responsibilities, be a plaintiff and a defender in the court.
1.10. The Bank’s shareholders shall not be liable for the Bank’s obligations and shall bear the risk of loss
related to its activity within the limits of value of the shares belonging to them. The shareholders that
have not paid for the shares in full shall bear joint and several responsibility for the Bank’s obligations
within the limits of the outstanding part of value of the shares belonging to them. The Bank shall not be
liable for obligations of its shareholders. The Bank shall not be liable for obligations of the state and its
bodies. The state shall not be liable for the Bank’s obligations, unless the state has itself undertaken such
obligations.
1.11. The Bank shall be entitled to take part, independently or jointly with other legal entities and natural
persons, in other commercial and non-commercial organisations on the territory of the Russian Federation
and beyond its borders in accordance with applicable legislation of the Russian Federation and the
corresponding foreign state.
1.12. The Bank may open branches and representation offices in the established order and vest them with
rights within the limits of Bank’s constitutional provisions without lodging them with the rights of a legal
entity.
1.13. The Bank has been established without any limitation of its validity period.
1.14. The Bank shall carry out its activity on the basis of a license issued by the Bank of Russia.
1.15. The Bank shall be independent of state or governmental authorities in its decision-making.
1.16. The Bank shall be entitled to open correspondent accounts in banking institutions of the Russian
Federation and in foreign banks in the order established by law.

             CHAPTER 2. BANK’S BRANCHES AND REPRESENTATION OFFICES

2.1. Branches shall be Bank’s isolated subdivisions situated outside the Bank’s location and performing,
on Bank’s behalf, all or some of the banking operations stipulated by the Bank of Russia’s license issued
to the Bank.
2.2. Representation offices shall be Bank’s isolated subdivisions situated outside the Bank’s location and
representing the Bank’s interests and performing their protection. The Bank’s representation offices shall
not be entitled to perform banking operations.
2.3. The branches and representation offices shall not be legal entities and shall act on the grounds of
regulations to be approved by the Bank.
2.4. The Bank shall have the following branches:
2.4.1. Moscow Branch of Petersburg Social Commercial Bank Open Joint-Stock Company.
Location (mailing address): 17/28 Bakuninskaya ul., Moscow, 105005, Russia.

             CHAPTER 3. BANKING OPERATIONS AND OTHER TRANSACTIONS

3.1. The Bank may perform the following banking operations:
   attract monetary funds of natural persons and legal entities into deposits (non-fixed deposits and time
    deposits);
   place the funds mentioned above in the preceding paragraph of this article on its own behalf and at its
    own expense;
   open and maintain bank accounts of natural persons and legal entities;
                                                                                                           4
   perform settlements on behalf of natural persons and legal entities including correspondent banks on
    their bank accounts;
   collect cash assets, bills of exchange, payment and clearing documents and perform cash services for
    natural persons and legal entities;
   buy and sell foreign currency on a cash and non-cash basis;
   issue bank guaranties;
   perform transfers of monetary funds on behalf of natural persons without opening of bank accounts
    (with the exception of mail transfers).
3.2. Apart from the above-listed banking operations, the Bank shall be entitled to effect the following
transactions:
   issue guarantees for third parties providing fulfilment of obligations in the monetary form;
   acquire the rights of demand from third parties to fulfil obligations in the monetary form;
   perform trust management of monetary funds and other property according to agreements with
    natural persons and legal entities;
   execute operations with precious metals and precious stones in accordance with applicable legislation
    of the Russian Federation;
   lease out special rooms or safes being accommodated therein for storing documents and values to
    natural persons and legal entities;
   leasing operations;
   render consulting and informational services.
3.3. The Bank shall be entitled to effect other transactions in accordance with applicable legislation of the
Russian Federation.
3.4. All banking operations and other transactions shall be carried out in roubles, and, if the
corresponding Bank of Russia’s license is available, in foreign currency.
3.5. In accordance with the Bank of Russia’s license to carry out banking operations, the Bank shall be
entitled to perform the issue, purchase, sale, record-keeping, storage and other operations with securities
performing payment document functions, securities confirming the attraction of monetary funds in
deposits and bank accounts, other securities, which handling does not require obtaining of a special
license in accordance with federal laws; in addition, the Bank shall be entitled to carry out trust
management of the above-mentioned securities according to agreements with natural persons and legal
entities.
The Bank shall be entitled to carry out professional activity in the securities market in accordance with
federal laws.

                               CHAPTER 4. AUTHORISED CAPITAL

4.1. The Bank’s authorised capital shall consist of the nominal value of the Bank’s shares acquired by its
shareholders and determine the minimal amount of the Bank’s property securing the interests of its
creditors.
4.2. The Bank’s authorised capital has been formed in the amount of 24 570 000 (Twenty Four Million
Five Hundred and Seventy Thousand only) roubles and divided into 245 700 (Two Hundred and Forty
Five Thousand Seven Hundred) ordinary registered shares with the nominal value of 100 (One Hundred)
roubles each. In addition to the shares placed, the Bank shall be entitled to place ordinary registered
shares with the nominal value of 100 (One Hundred) roubles in the number of 100 000 000 (One Hundred
Million) pieces (authorised shares).
                                                                                                           5
4.3. An accumulation account shall be opened for the Bank in the Settlement and Cash Centre of the Bank
of Russia at the location of correspondent account management in order to collect funds in the currency of
the Russian Federation being entered on account of payment for shares.
4.4. In order to form the authorised capital, monetary funds and other assets can be used in accordance
with applicable legislation and Bank of Russia’s regulatory acts.
4.5. The following assets cannot be used for formation of the Bank’s authorised capital:
   borrowed monetary funds;
   funds from the federal budget and state off-budgetary funds, free monetary funds and other property
    objects being managed by federal state power bodies, with the exception of cases stipulated by federal
    laws.
4.6. The Bank’s authorised capital can be increased by increasing the nominal value of shares or by
placing additional shares.
A resolution to increase the Bank’s authorised capital by means of increasing the nominal value of shares
shall be adopted by the Bank’s general meeting of shareholders.
A resolution to increase the Bank’s authorised capital by placing additional shares shall be made by the
Bank’s Board of Directors, except cases when, in accordance with the Articles of Association and federal
legislation, such a decision can be made only by the Bank’s general meeting of shareholders.
A resolution to increase the Bank’s authorised capital by placing additional shares shall be made by the
Bank’s Board of Directors unanimously by all members of the Bank’s Board of Directors, with no
account of the votes of members of the Bank’s Board of Directors that have quitted the Board.
4.7. Additional shares can be placed by the Bank only within the limits of the number of authorised shares
established by the Bank’s Articles of Association.
4.8. The decision of the matter of increasing the Bank’s authorised capital by placing additional shares
can be adopted by the general meeting of shareholders concurrently with the decision on introduction of
the provisions on authorised shares into the Articles of Association, which are necessary for making such
decision or on the change of the provisions on authorised shares.
4.9. The resolution to increase the Bank’s authorised capital by placing additional shares shall indicate the
number of authorised additional shares of each category, method of placement, price of placement of
additional shares or a procedure for its determination, form of payment for additional shares as well as
other placement conditions stipulated by applicable legislation of the Russian Federation.
4.10. The increase of the authorised capital shall be allowed after its full payment.
4.11. The increase of the Bank’s authorised capital by placing additional shares can be performed on
account of the Bank’s property. The increase of the Bank’s authorised capital by means of increase of the
nominal value of shares shall be carried out only on account of the Bank’s property.
4.12. The Bank’s authorised capital can be reduced by decreasing the nominal value of shares or by
reducing their total number including that by acquiring some shares.
4.13. A resolution to decrease the Bank’s authorised capital and on introduction of the corresponding
amendments and addenda into the Articles of Association shall be adopted by the Bank’s general meeting
of shareholders by a majority vote of the shareholders being the owners of voting shares and participating
in the Bank’s general meeting of shareholders. Within 30 days from the date of adoption of the resolution
to decrease the Bank’s authorised capital, the Bank shall notify its creditors about the decrease of the
Bank’s authorised capital and its new amount as well as publics the data on state registration of legal
entities and a message about the decision adopted.
4.14. The general meeting of shareholders shall be obliged to adopt a resolution to decrease the authorised
capital in the following cases:
                                                                                                            6
   if upon expiration of the second and every subsequent financial years, in accordance with the annual
    balance sheets being submitted to Bank’s shareholders for approval or the results of an audit, the
    value of the Bank’s net assets appears to be less than its authorised capital. In this case the Bank shall
    be obliged to declare about the decrease of its authorised capital to the value not exceeding the net
    asset value;
   if the shares acquired by the Bank have not been sold within one year after their acquisition;
   if the shares redeemed by the Bank in the order set forth in Article 75 of the Federal Law "On joint-
    stock companies" have not been sold within one year after the date of their redemption;
   in other cases stipulated by applicable legislation of the Russian Federation.
4.15. If upon expiration of the second and every subsequent financial years, in accordance with the annual
balance sheets being submitted to Bank’s shareholders for approval or the results of an audit, the value of
the Bank’s net assets appears to be less than the minimal authorised capital value established by the law,
the Bank shall be obliged to make a decision on its liquidation.
4.16. The Bank shall not be entitled to reduce its authorised capital if as a result of such reduction it has
become less than the minimal authorised capital value established by the Bank of Russia at the moment of
registration of amendments to be introduced into the Bank’s Articles of Association.
4.17. If as a result of one or several transactions a legal entity or a natural person or a group of legal
entities and/r natural persons being linked by an agreement or a group of legal entities being subsidiary or
affiliated entities in respect of each other have acquired and/or obtained more than 5 percent of the Bank’s
shares, the Bank of Russia must be informed about this fact; the same concerning more than 20 percent of
the Bank’s shares requires a prior consent of the Bank of Russia.

                                    CHAPTER 5. BANK’S SHARES

5.1. All Bank’s shares shall be ordinary registered shares.
5.2. The nominal value of one ordinary share shall be 100 (One Hundred only) roubles, with their number
being equal to 245 700 (Two Hundred and Forty Five Thousand Seven Hundred) pieces. The form of
issue shall be non-documentary.
One ordinary share shall entitle the holder to cast one vote.
5.3. The number of placed shares shall be 245 700 (Two Hundred and Forty Five Thousand Seven
Hundred) pieces.
5.4. The limit number ordinary authorised shares shall be 100 000 000 (One Hundred Million) pieces.
5.5. The Bank shall additionally place ordinary shares but not more than the limit number of authorised
shares and their number specified herein. Otherwise amendments shall be introduced hereto about a new
limit number of authorised shares.

            CHAPTER 6. DEBENTURES AND OTHER SECURITIES OF THE BANK

6.1. The Bank can place shares, debentures as well as issue bills of exchange, cheques, deposit and
savings certificates, bank pay-to-bearer savings account passbook and other documents, which are
attributed by the securities legislation of the Russian Federation to the number of securities.
6.2. The Bank’s placement of debentures and other emissive securities shall be performed according to a
decision of the Bank’s Board of Directors, with the exception of cases where in accordance with the
Articles of Association or federal legislation such decision can be made only by the Bank’s general
meeting of shareholders.
                                                                                                              7
6.3. A decision of the Bank’s Board of Directors on the Bank’s placement of debentures being convertible
into shares and that of other emissive securities being convertible into shares shall be made unanimously
by all members of the Bank’s Board of Directors, with no account of the votes of members of the Bank’s
Board of Directors that have quitted the Board.
6.4. A debenture shall certify the right of its holder to demand repayment of the debenture (payment of
the nominal value or the nominal value and interest) in the form and within the dates determined by the
decision on the issue of debentures.
6.5. The nominal value of all debentures issued by the Bank shall not exceed the amount of the Bank’s
authorised capital or the value of security provided to the Bank by third parties for the purpose of issue of
debentures. The Bank’s placement of debentures shall be allowed after full payment of the Bank’s
authorised capital. These limitations on the issue of debentures shall not apply to the issue of mortgage-
backed debentures.
6.6. The Bank shall not be entitled to place debentures and other emissive securities being convertible
into Bank’s shares is the number of Bank’s authorised shares of certain categories and types is less than
the number of these categories and types, which can be acquired according to the right granting by such
securities.

                         CHAPTER 7. CREDIT RESOURCES OF THE BANK

7.1. The Bank’s credit resources shall be formed on account of:
   Bank’s own assets (with the exception of the value of fixed assets acquired by the Bank, contribution
    into the equity interest in the authorised share of banks and other legal entities and other immobilised
    assets);
   assets of legal entities being kept on their accounts with the Bank including assets attracted in the
    form of deposits under bill of exchange security;
   deposits of natural persons attracted for a certain period of time and those to be paid to bearer;
   credits received in other banks;
   other borrowed funds.
7.2. The Bank’s profit not distributed during the operational year can be used as a resource for crediting.
               CHAPTER 8. RIGHTS AND OBLIGATIONS OF SHAREHOLDERS

8.1. Each Bank’s ordinary share shall entitle the holder being its owner the same volume of rights.
8.2. The shareholders being the owners of ordinary shares shall be entitled to do the following:
   participate in the general meeting of shareholders with the voting right on all matters within its
    competence;
   receive dividends;
   receive a part of the Bank’s property in case of its liquidation;
   other rights provided by applicable legislation and by this Articles of Association.
        8.3. No conversion of ordinary shares into preferred shares, debentures or other securities shall be
allowed.
        8.4. The shareholders being the owners of voting shares shall be entitled to demand the Bank’s
redemption of all or some shares belonging to them in the following cases:
   reorganisation of the Bank or effectuation of a major transaction, which approval shall be adopted by
    the general meeting of shareholders in accordance with Item 2 of Article 79 of the Federal Law "On
    joint-stock companies", if they have voted against adoption of the resolution on its reorganisation or
    approval of the above-mentioned transaction, or have not taken part in the vote on these issues;
   introduction of amendments and addenda into the Bank’s Article of Association or approval a new
    edition of the Bank’s Article of Association, which limit their rights, if they have voted against
    adoption of the corresponding resolution or have not participated in the vote.
                                                                                                         8
The list of shareholders being entitled to demand the Bank’s redemption of shares belonging to them shall
be drawn up on the grounds of the data fixed in the register of Bank’s shareholders at the date of drawing
up a list of persons being entitled to take part in the general meeting of shareholders, which agenda
includes the issues, which voting may entail the occurrence of the right to demand the redemption of
shares.
The Bank’s redemption of shares shall be carried out at a price to be determined by the Bank’s Board of
Directors but not less than the market value, which shall be determined by an independent appraiser with
no account of its change as a result of Bank’s actions entailing the occurrence of the right to demand the
appraisal and redemption of shares.
8.5. The Bank’s shareholders shall be obliged to do the following:
   fulfil the requirements stipulated herein, resolutions of the general meeting of shareholders and other
    management bodies adopted within the limits of their competence;
   timely pay for the shares acquired;
   timely notify about changes in the location (residence);
   not to disclose any confidential information about the Bank’s activity including that constituting the
    Bank’s commercial secret.
8.6. The shareholders shall also have other rights and may bear other obligations provided by applicable
legislation of the Russian legislation and herein.

                       CHAPTER 9. PLACING OF SHARES BY THE BANK.
                        ALIENATION OF SHARES BY SHAREHOLDERS

9.1. The Bank shall be entitled to carry out the placement of additional shares by means of subscription
and conversion. In case of the Bank’s authorised capital being increased on account of its property, the
Bank shall be obliged to carry out the placement of additional shares by means of their distribution among
shareholders.
The payment for additional shares of the Bank being placed by means of subscription shall be effectuated
at a price to be determined by the Bank’s Board of Directors in accordance with the legislation but not
less than their nominal value.
The Bank shall be entitled to place the Bank’s shares by means of both open and closed subscription.
9.2. The placement of shares by means of closed subscription shall be carried out only according to a
resolution of the general meeting of shareholders on the increase of the Bank’s authorised capital by
means of placing additional shares adopted by the majority of three-fourths of votes belonging to
shareholders being the owners of voting shares taking part in the general meeting of shareholders.
9.3. The placement of ordinary shares by means of open subscription constituting more than 25 percent of
the ordinary shares placed before shall be carried out according to a resolution of the general meeting of
shareholders adopted by the majority of three-fourths of votes belonging to shareholders being the owners
of voting shares taking part in the general meeting of shareholders.
                                                                                                             9

9.4. The Bank’s shareholders shall have a pre-emptive right to purchase additional shares and emissive
securities being convertible into shares being placed by means of open subscription, in proportion to the
number of shares of this category (type) belonging to them.
The Bank’s shareholders that voted against or did not take part in the vote on the issue of placement of
shares by means of closed subscription shall have a pre-emptive right to purchase additional shares being
placed by means of closed subscription, in the number being proportional to the number of shares of this
category (type) belonging to them. This right shall not apply to the placement of shares being performed
by means of closed subscription only among shareholders, if in such case the shareholders have an
opportunity to purchase a whole number of shares being placed in proportion to the number of shares of
the corresponding category (type) belonging to them.
9.5. If a resolution being the basis for placement of additional shares and emissive securities being
convertible to shares is adopted by the Bank’s general meeting of shareholders, the list of persons having
a pre-emptive right to purchase additional shares and emissive securities being convertible into shares
shall be drawn up on the basis of data from the register of shareholders as of the date of drawing up the
list of persons having the right to take part in such general meeting of shareholders. In other cases, the list
of persons having a pre-emptive right to purchase additional shares and emissive securities being
convertible into shares shall be drawn up on the basis of data from the register of shareholders as of the
date of adoption of the resolution being the basis for the placement of additional shares and emissive
securities being convertible into shares. In order to draw up the list of persons having a pre-emptive right
to purchase additional shares and emissive securities being convertible into shares, the nominal holder of
shares shall provide data on the persons, in whose interests such holder possesses the shares.
9.6. The persons being included into the list of persons having a pre-emptive right to purchase additional
shares shall be notified about possibility of their exercise of the pre-emptive right provided by the
legislation, in the order provided by the legislation for notification about conduction of the general
meeting of shareholders.
The notification shall contain data on the number of shares being placed, price of their placement or a
procedure for determining the price of placement (including data on the price of their placement or the
procedure for determining the price of placement in exercising the pre-emptive right of purchase), a
procedure for determining the number of securities, which each shareholder is entitled to purchase, a
procedure, according to which the shareholders’ applications for purchasing shares shall be submitted to
the Bank, and the period of validity of the pre-emptive-right, which cannot be less than 45 days from the
moment of sending (delivery) or publication of the notification. Before the expiry of this period of time,
the Bank shall not be entitled to place additional shares to persons having no pre-emptive right to
purchase them.
9.7. The person having a pre-emptive right to purchase additional shares shall be entitled to exercise its
pre-emptive right, fully or partially, by means of submission a written application to the Bank with a
request to purchase shares and a document on payment for the shares being purchased. The application
shall contain the shareholder’s name, its residence (location) and number of securities being purchased.
If the resolution being the ground for placing additional shares provides their payment on a non-cash
basis, the persons exercising the pre-emptive right of purchase shall be entitled, at their sole discretion, to
pay for them in cash.
                                                                                                          10

9.8. The Bank’s shareholders shall be entitled to alienate the Bank’s shares belonging to them without the
consent of other shareholders and the Bank. Only paid-up Bank’s shares shall be subject to alienation.
9.9. A Bank’s shareholder having an intention to sell its shares to a third person shall be obliged to notify
other Bank’s shareholders and the Bank thereof in the written form with the indication of the price and
other conditions of the sale of shares. The notification of the Bank’s shareholders shall be performed via
the Bank.
9.10. Transactions related to the alienation of shares shall be subject to mandatory registration in the
register of shareholders.

    CHAPTER 10. REGISTER OF SHAREHOLDERS, PROCEDURE FOR REGISTRATION
                             OF SHAREHOLDERS

10.1. The Bank shall provide maintaining and keeping of the register of Bank’s shareholders in
accordance with the legal acts of the Russian Federation from the moment of state registration of the
Bank.
10.2. In case of the number of shareholders being more than 50, the Bank shall be obliged to entrust
maintaining and keeping of the register with a professional participant of the securities market carrying
out the activity on maintaining the register of registered securities (a registrar).
10.3. A person being registered in the register of Bank’s shareholders shall be obliged to timely inform
the registrar of the Bank’s shareholders within 10 days about a change in its details. In case of a
shareholder’s failure to provide information about its details, the Bank and the registrar shall not be
responsible for the losses inflicted thereby.
10.4. The registration of a shareholder shall be accompanied by making the corresponding record in the
register.
10.5. The introduction of a record in the register shall be performed at the request of the shareholder or
the nominal holder of shares not later than within three days from the moment of submission of
documents being necessary for this purpose.
10.6. No refusal to make a record in the register of Bank’s shareholders shall be allowed, with the
exception of cases stipulated by legal acts of the Russian Federation. In case of a refusal to make a record
in the register of Bank’s shareholders the registrar of the given register shall, not later than within five
days from the moment of submission a demand on making a record in the register of Bank’s shareholders,
send a justified notice to the person demanding to make the record about the refusal to make such record.
10.7. A refusal to make a record in the register of Bank’s shareholders can be appealed to a court.
10.8. As requested by the shareholder or then nominal holder of shares, the registrar of the register of
Bank’s shareholders shall be obliged to confirm its rights for the shares by means of issuing an extract
from the register of Bank’s shareholders, which is not a security.

        CHAPTER 11. DISTRIBUTION OF THE BANK’S PROFIT. FUNDS. DIVIDENDS

11.1. The Bank shall have full economic independence in the issues of distribution of net profits.
11.2. The book and net profits of the Bank shall be determined in the order provided by applicable
legislation of the Russian Federation. From the book value, the corresponding taxes, other obligatory
payments to the budget and to off-budgetary funds shall be paid as well as expenses shall be effectuated,
which are to be made according to applicable legislation before tax. The Bank’s net profit (after tax) shall
be kept at the Bank’s disposal and according to a resolution of the general meeting of shareholders it shall
be directed to the formation of a reserve and other funds of the Bank or distributed between shareholders
in the form of dividends for other purposes not contradicting applicable legislation.
                                                                                                           11
11.3. The Bank shall form its reserve fund in accordance with applicable legislation. The amount of the
Bank’s reserve fund shall be 5 (Five) percent of its authorised capital. The reserve fund shall be formed
by means of obligatory annual deductions until the achievement of its amount established by the Bank’s
Articles of Association. The amount of annual deductions shall be 5 (Five) percent of the net profit of the
Bank until the achievement of the amount established by the Bank’s Articles of Association.
11.4. The reserve fund of the Bank shall be intended for covering the Bank’s losses as well as for
repayment of the Bank’s bonds and for redemption of the Bank’s shares in the event of absence of other
funds. The reserve fund cannot be used for other purposes.
11.5. The Bank shall be entitled to form other funds in accordance with applicable legislation of the
Russian Federation.
11.6. The Bank shall be entitled, upon the results of the first quarter, nine months of the financial year
and/or upon the results of the financial year, to make decisions (declare) to pay dividends on placed
shares. The decision to pay (declare) dividends upon the results of the first quarter, half-year and nine
months of the financial year can be made within three months after the end of the corresponding period.
11.7. The source of payment of dividends shall be the net profit of the Bank. The net profit of the Bank
shall be determined according to the data of the Bank’s accounts.
11.8. The resolutions to pay (declare) dividends including decisions on the amount of dividend and the
form of its payment shall be adopted by the general meeting of shareholders. The amount of dividends
cannot be greater than that recommended by the Bank’s Board of Directors.
11.9. The dates and procedure of payment of dividends shall be determined by a resolution of the Bank’s
general meeting of shareholders on payment of dividends.
11.10. The list of persons having the right to receive dividends shall be drawn up as of the date of
drawing up the list of persons having the right to take part in the general meeting of shareholders, at
which the resolution to pay dividends is adopted.
11.11. The Bank shall not be entitled to make a decision (declare) to pay dividends on shares:
   until full payment of the whole of Bank’s authorised capital;
   until redemption of all shares, which should be redeemed from the shareholders in cases provided by
    applicable legislation;
   if at the date of adoption of such resolution, the Bank meets the insolvency (bankruptcy) test in
    accordance with applicable legislation of the Russian Federation on insolvency (bankruptcy) or if
    such signs appear with the Bank as a result of payment dividends;
   if at the date of adoption of such resolution, the value of Bank’s net assets is less than its authorised
    capital, reserve fund and exceedance over the nominal residual value of placed preferred shares
    determined herein or becomes less than their amount as a result of adoption of such resolution;
   in other cases provided by federal laws.
11.12. The Bank shall not be entitled to pay the declared dividends on shares:
   if at the date of payment the Bank meets the insolvency (bankruptcy) test in accordance with
    applicable legislation of the Russian Federation on insolvency (bankruptcy) or if such signs appear
    with the Bank as a result of payment of dividends;
   if at the date of payment the value of Bank’s net assets is less than its authorised capital, reserve fund
    and exceedance over the nominal residual value of placed preferred shares determined herein or
    becomes less than their amount as a result of payment of dividends;
   in other cases provided by federal laws.
      CHAPTER 12. BANK MANAGEMENT. GENERAL MEETING OF SHAREHOLDERS

12.1. The Banks management bodies shall be
   general meeting of shareholders;
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   Board of Directors of the Bank;
   Managing Board of the Bank (collegiate executive body);
   Chairman of the Managing Board of the Bank (sole executive body).
12.2. The general meeting of shareholders shall be the highest management body of the Bank.
12.3. The following issues shall be within the competence of the general meeting of shareholders:
1) introduction of amendments and addenda into the Bank’s Articles of Association or approval of the
Bank’s Articles of Association in a new version, except cases stipulated herein;
2) reorganisation of the Bank;
3) liquidation of the Bank, appointment of the liquidation commission and approval of the intermediate
and final liquidation balance sheets;
4) determination of the quantitative composition of the Bank’s Board of Directors, election of its
members and prior termination of their powers;
5) determination of the number, nominal value, category (type) of authorised shares and rights being
provided by these shares;
6) increase of the Bank’s authorised capital by means of increasing the nominal value of shares;
7) increase of the Bank’s authorised capital by placing additional shares (emissive securities being
convertible into shares) by means of closed subscription;
8) increase of the Bank’s authorised capital by placement, by means of open subscription, of additional
ordinary shares constituting more than 25 percent of the ordinary shares placed earlier;
9) placement, by means of open subscription, of convertible emissive securities, which can be converted
into ordinary shares constituting more than 25 percent of the ordinary shares placed earlier;
10) decrease of the Bank’s authorised capital by means of increasing the nominal value of shares, by the
Bank’s purchase of some shares in order to reduce their total number as well as by repayment of shares
purchased or redeemed by the Bank;
11) election of members of the Bank’s auditing commission and prior termination of their powers;
12) approval of the Bank’s auditor;
12.1) payment (declaration) of dividends upon the results of the first quarter, half-year, nine months of the
financial year;
13) approval of annual reports, annual accounts including reports on profits and losses (profit and loss
accounts) of the Bank as well as distribution of profits (including the payment (declaration) of dividends,
except the profit distributed as dividends upon the results of the first quarter, half-year, nine months of the
financial year) and looses of the Bank upon the result of financial year;
14) determination of the procedure for conduction of the general meeting of shareholders;
15) election of members of the counting commission and prior termination of their powers;
16) split-up and consolidation of shares;
17) adoption of resolutions on approval of transactions, in which effectuation there is an interest, in cases
stipulated by applicable legislation of the Russian Federation;
                                                                                                        13

18) adoption of resolutions on approval of major transactions in cases stipulated by applicable legislation
of the Russian Federation;
19) purchase of placed shares by the Bank in cases stipulated by applicable legislation of the Russian
Federation;
20) adoption of a resolution on participation in holding companies, financial and industrial groups,
associations and other alliances of commercial organisations;
21) approval of by-laws regulating the activity of Bank’s bodies;
22) adoption of a resolution on payment of remuneration to members of the Bank’s Board of Directors
and members of the Bank’s auditing commission during the period of their performance of corresponding
obligations and/or compensation of expenses related to their performance of functions of members of the
Bank’s Board of Directors and members of the Bank’s auditing commission, establishment of the
amounts of such remunerations and compensations;
23) solving of other issues stipulated by federal legislation.
The issues being attributed to competence of the general meeting of shareholders cannot be transferred for
resolution to the Bank’s executive body. The issues being attributed to competence of the general meeting
of shareholders cannot be transferred for resolution to the Bank’s Board of Directors, with the exception
of issues stipulated by applicable legislation of the Russian Federation.
12.4. General meetings of shareholders can be annual and extraordinary. The Bank shall be obliged to
conduct the annual general meeting of shareholders every year. The annual general meeting of
shareholders shall be held not earlier that two months and not later than six months after termination of
the financial year. At the annual general meeting of shareholders, issues relating to the election of the
Bank’s Board of Directors and auditing commission, approval of the Bank’s auditor, issues provided by
sub-Item 13 of Item 12.3, Chapter 12 hereof, as well as other issues attributed to competence of the
general meeting of shareholders shall be resolved.
The Chairman of the Bank’s Board of Directors shall preside at the general meeting of shareholders.
The functions of a secretary of general meetings of shareholders of the Bank, the assurance of interaction
between the Bank and its shareholders, carrying out of interaction with the Bank’s register holder
(Registrar) shall be imposed on the Bank’s Corporate secretary.
The issues related to the preparation, convocation, conduction, summarising of the general meeting of
shareholders have been stipulated by the Bank’s Regulations "On the general meeting of shareholders of
Petersburg Social Commercial Bank Open Joint-Stock Company".
12.5. The general meeting of shareholders being conducted besides the annual general meeting of
shareholders shall be extraordinary.
An extraordinary general meeting of shareholders shall be conducted according to a resolution of the
Bank’s Board of Directors on the basis of its own initiative, a demand of the Bank’s auditing commission,
Bank’s auditor as well as shareholders (shareholder) being the owners of not less than 10 percent of
Bank’s voting shares at the date of lodging the demand.
12.6. A resolution of the general meeting of shareholders may be adopted without conduction a meeting
(joint presence of shareholders for a discussion of issues of the agenda and adoption of resolutions on the
issues put forward to vote) by means of conduction of vote by correspondence.
The general meeting of shareholders, which agenda includes issues on the election of the Bank’s Board of
Directors, Bank’s auditing commission, approval of the Bank’s auditor, approval of annual reports,
annual accounts including reports on profits and losses (profit and loss accounts) of the Bank as well as
distribution of profit (including the payment (declaration) of dividends) and losses of the Bank upon the
results of financial year cannot be held in the form of vote by correspondence.
                                                                                                       14

The extraordinary general meetings of shareholders of the Bank being convened on the initiative of the
Bank’s Board of Directors shall be held in the form of meeting (joint presence of shareholders).
12.7. An extraordinary general meeting of shareholders shall be conducted:
   within 40 days from the moment of submission of a demand to conduct a general meeting of
    shareholders;
   within 70 days from the moment of submission of a demand to conduct a general meeting of
    shareholders if its proposed agenda contains an issue of election of members of the Bank’s Board of
    Directors;
   within 40 days from the moment of adoption of the resolution to hold the meeting by the Bank’s
    Board of Directors if in accordance with applicable legislation of the Russian Federation the Bank’s
    Board of Directors is obliged to make a decision to hold an extraordinary general meeting of
    shareholders of the Bank;
   within 70 days from the moment of adoption of the resolution to hold the meeting by the Bank’s
    Board of Directors if Bank’s Board of Directors is obliged to make a decision to hold an
    extraordinary general meeting of shareholders of the Bank for the election of members of the Bank’s
    Board of Directors.
12.8. The demand to hold an extraordinary general meeting of shareholders
   shall formulate issues to be subject to introduction to the agenda of the meeting;
   may contain formulations of resolutions on each of the issues stated as well as a proposal in the form
    of conduction of the general meeting of shareholders of the Bank;
   may contain a proposal on putting forward candidates for the establishment of the corresponding
    body of the Bank provided strict observance of the requirements set forth in applicable legislation of
    the Russian Federation.
The Bank’s Board of Directors shall not be entitled to introduce amendments into the formulations of
issues of the agenda, formulations of resolutions on such issues and modify the proposed form of
conduction of the extraordinary general meeting of shareholders to be convened on the demand of the
Bank’s auditing commission, Bank’s auditor or shareholders (shareholder) being the owners of not less
than 10 percent of voting shares of the Bank.
In the event of the demand to convene an extraordinary general meeting of shareholders originating from
shareholders (shareholder), it shall contain the names of shareholders (shareholder) demanding to
convene such meeting and indication of the category (type) of shares belonging to them.
The demand to convene an extraordinary general meeting of shareholders shall be signed by persons
(person) demanding to convene an extraordinary general meeting of shareholders.
12.9. Within five days from the date of making a demand by the Bank’s auditing commission, Bank’s
auditor or shareholders (shareholder) being the owners of not less than 10 percent of voting shares of the
Bank to convene an extraordinary general meeting of shareholders, the Bank’s Board of Directors shall be
obliged to adopt a resolution to convene an extraordinary general meeting of shareholders or to deny its
convocation.
A resolution of the Bank’s Board of Directors to convene an extraordinary general meeting of
shareholders or a motivated decision to deny its convocation shall be sent to the persons demanding its
convocation not later than within three days from the moment of adoption of such decision.
A resolution of the Bank’s Board of Directors to deny convocation of an extraordinary general meeting of
shareholders may be appealed to a court.
                                                                                                           15
In the event that during five days the Bank’s Board of Directors has not adopted a resolution to convene
an extraordinary general meeting of shareholders or a resolution has been adopted to deny its
convocation, the extraordinary general meeting of shareholders may be convened by bodies and persons
demanding its convocation. In doing so, the bodies and persons convening the extraordinary general
meeting of shareholders shall have powers being necessary for convocation and conduction of the general
meeting of shareholders.
In such case, the expenses on preparation and conduction of the general meeting of shareholders can be
reimbursed according to a resolution of the general meeting of shareholders at the expense of the Bank’s
funds.
12.10. For participation in the general meeting of shareholders, a list of persons having the right to take
part in the general meeting of shareholders shall be drawn up.
The list of persons having the right to take part in the general meeting of shareholders shall be drawn up
on the basis of the register of shareholders of the Bank as of the date being determined by the Bank’s
Board of Directors.
The list of persons having the right to take part in the general meeting of shareholders shall contain the
name of each such person, data being necessary for its identification, data on the number and category
(type) of shares, for which it has the right of vote, mailing address in the Russian Federation, to which a
notice on the conduction of a general meeting of shareholders, ballots in the event that the vote implies
sending ballots for casting votes and a report on the results of vote shall be sent.
The date of drawing up of the list of persons having the right to take part in the general meeting of
shareholders cannot be fixed earlier than the date of adoption of a resolution to hold a general meeting of
shareholders and more than 50 days before the date of conduction of the general meeting of shareholders,
and in the event that the proposed agenda contains an issue on the election of members of the Bank’s
Board of Directors – more than 65 days before the date of conduction of the general meeting of
shareholders.
The list of person having the right to take part in the general meeting of shareholders shall be presented
by the Bank for familiarisation at the request of persons being included into this list and having not less
than 1 percent of votes.
At the request of any interested person, the Bank, within three days, shall be obliged to provide such
person with an extract from the list of persons having the right to take part in the general meeting of
shareholders containing data on such person or a reference statement indicating that such person is not
included into the list of persons having the right to take part in the general meeting of shareholders.
12.11. The notification on conduction of a general meeting of shareholders shall be carried out not later
than 20 (Twenty) days and the notification on conduction of a general meeting of shareholders, which
agenda contains an issue of the Bank’s reorganisation – not later than 30 (Thirty) days before the date of
conduction of the meeting.
In the event that the proposed agenda of an extraordinary general meeting of shareholders of the Bank
contains an issue on the election of members of the Bank’s Board of Directors, the notification on
conduction of an extraordinary general meeting of shareholders shall be carried out not later than 50 days
before the date of its conduction.
12.12. The notification on conduction of a general meeting of shareholders shall be performed by sending
a registered letter to each person being specified in the list of persons having the right to take part in the
general meeting of shareholders or by delivering a notice to each of such persons against signature. The
information on conduction of the general meeting of shareholders shall also be provided via Internet and
placed on the Bank’s official Web site.
12.13. The informational message shall contain all necessary data in the scope provided by applicable
legislation of the Russian Federation.
12.14. In preparing for the conduction of a general meeting of shareholders of the Bank, the shareholders
shall be provided with the following data (materials): annual accounts including the report of the Bank’s
auditor, report of the Bank’s auditing commission upon the results of audit of the annual account, data on
the candidate (candidates) to the Bank’s Board of Directors, Bank’s auditing commission, Bank’s
counting commission, draft amendments and addenda to be introduced into the Bank’s Articles of
                                                                                                         16
Association or a draft Articles of Association of the Bank in a new version, draft by-laws of the Bank as
well as additional data (materials) provided herein.
12.15. The additional data (materials) being obligatory for the presentation to shareholders in preparing
for the annual general meeting of shareholders shall include:
   annual report of the Bank’s Board of Directors;
   recommendations of the Bank’s Board of Directors on distribution of the Bank’s profit including
    those on the amount of a dividend on the Bank’s shares and a procedure for its payment and Bank’s
    losses upon the results of financial year.
The additional data being obligatory for the presentation to shareholders in preparing for the general
meeting of shareholders, which agenda contains an issue on the election of members of Bank’s Board of
Directors, members of the auditing commission, members of the counting commission shall include data
on the presence or absence of a written consent of candidates being nominated for the election into the
corresponding company’s body.
The additional data (materials) being obligatory for the presentation to shareholders in preparing for the
general meeting of shareholders, which agenda contains issues, the vote on which can entail the creation
of a right of demand on the Bank’s redemption of shares shall include:
   a report of an independent appraiser on the market value of the Bank’s shares, for which the demand
    of redemption can be made to the Bank;
   a calculation of the value of net assets of the Bank according to the Bank’s accounts for the last
    completed reporting period;
   minutes (extract from the minutes) of the meeting of the Bank’s Board of Directors, at which a
    resolution was made on determination of the price of redemption of the Bank’s shares, with indication
    of the price of redemption of shares.
The additional data (materials) being obligatory for the presentation to shareholders in preparing for the
general meeting of shareholders, which agenda contains an issue on reorganisation of the Bank, shall
include:
   justification of the conditions and procedure for reorganisation of the Bank contained in the resolution
    on the split, spin-off or transformation either in the merger or takeover agreement approved (adopted)
    by the authorised body of the Bank;
   annual reports and annual accounts of all organisations participating in reorganisation for three
    completed financial years preceding the date of conduction of the general meeting or for each
    completed financial year from the moment of establishment of the organisation if the organisation has
    been carrying out its activity for not less than three years;
   quarterly accounts of all organisations participating in reorganisation for the last completed quarter
    preceding the date of conduction of the general meeting.
12.16. The Bank’s shareholders may get familiarised with the data (materials) for the general meeting of
shareholders in the office of the Bank’s executive body, at other places, which addresses are specified in
the notice on conduction of the general meeting of shareholders as well as via Internet on the Bank’s
official Web site.
Such data (materials) shall be accessible for the persons taking part in the general meeting of shareholders
during its conduction.
At the request of a shareholder, the Bank shall provide such shareholder with copies of the above-
mentioned documents.
                                                                                                         17
12.17. The shareholders (shareholder) being on aggregate the owners of not less than 2 percent of voting
shares of the Bank shall, not later than within 30 days after termination of the Bank’s financial year, be
entitled to introduce issues into the agenda of the annual general meeting of shareholders and nominate
candidates into the Bank’s Board of Directors, Bank’s auditing commission and Bank’s counting
commission, which number cannot exceed the quantitative composition of the corresponding body.
In the event that the proposed agenda of the extraordinary general meeting of shareholders contains an
issue on the election of members of the Bank’s Board of Directors, the Bank’s shareholders (shareholder)
being on aggregate the owners of not less than 2 percent of voting shares of the Bank shall be entitled to
nominate candidates for the election into the Bank’s Board of Directors, which number cannot exceed the
quantitative composition of the Bank’s Board of Directors. Such proposals shall be submitted to the Bank
not less than 30 days before the date of conduction of the extraordinary general meeting of shareholders.
The Bank’s Board of Directors shall be obliged to consider the proposals submitted and make a decision
on their inclusion into the agenda of the general meeting or a denial to include them thereto not later than
5 days after termination of the period of reception of the corresponding proposals by the Bank.
A motivated resolution of the Board of Directors on the denial to include the proposed issued into the
agenda or a candidate into the list of nominees for the vote on the election into the corresponding Bank’s
body as well as an evasion of the Bank’s Board of Directors from making a resolution may be appealed
into a court.
12.18. The right to take part in the general meeting of shareholders shall be exercised by a shareholder
both in person and via its representative.
A shareholder shall be entitled at any time to change its representative at the general meeting of
shareholders or take part in the general meeting of shareholders in person.
12.19. The general meeting of shareholders shall be valid (have the quorum of presence) if the
shareholders having on aggregate more than a half of votes of placed voting shares of the Bank have
taken part in it.
The shareholders that have checked in for participation in the general meeting of shareholders and
shareholders, which ballots have been received not later than two days before the date of conduction of
the general meeting of shareholders shall be considered taken part in the general meeting of shareholders.
The shareholders, which ballots have been received before the date of termination of the reception of
ballots, shall be considered taken part in the general meeting of shareholders being conducted in the form
of vote by correspondence.
If the agenda of the general meeting of shareholders includes issues, which vote is carried out by different
composition of those casting vote, the determination of the quorum of presence for the adoption of a
resolution on these issues shall be carried out separately. In doing so, the absence of the quorum of
presence for the adoption of a resolution on issues, which vote shall be performed by a single composition
of those casting vote, shall not impede the adoption of a resolution on issues, which vote is carried out by
another composition of those casting vote, for which adoption the quorum of presence is available.
In the event of the quorum of presence for conduction of the annual general meeting of shareholders
being unavailable, a repeated general meeting of shareholders shall be held with the same agenda. In case
of the quorum of presence for conduction of an extraordinary general meeting of shareholders being
unavailable, a repeated general meeting of shareholders may be held with the same agenda.
A repeated general meeting of shareholders shall be valid (have the quorum of presence) if the
shareholders having on aggregate not less than 30 percent of votes of placed voting shares of the Bank
have taken part in such meeting.
12.20. The right of vote at the general meeting of shareholders on issues put forward to vote shall belong
to shareholders being the owners of ordinary shares of the Bank.
12.21. The resolutions of the general meeting of shareholders on an issue put forward to vote shall be
adopted by a majority vote of shareholders being the owners of voting shares of the Bank taking part in
the meeting unless otherwise has been stipulated for the adoption of a resolution by applicable legislation
of the Russian Federation.
                                                                                                         18
12.22. Resolutions on issues specified in sub-Items 1) - 3), 5), 7), 8), 9) 19) of Item 12.3 hereof shall be
adopted by the general meeting of shareholders by a three-fourth majority of vote of shareholders being
the owners of voting shares taking part in the general meeting of shareholders.
12.23. In the event that the unanimity of the Bank’s Board of Directors on the issue of approval of a
major transaction is not reached, this issue on approval of a major transaction may, according to a
resolution of the Bank’s Board of Directors, put forward for solution to the general meeting of
shareholders. In this case the resolution on approval of a major transaction shall be adopted by the general
meeting of shareholders of the Bank by a majority of vote of shareholders being the owners of voting
shares taking part in the general meeting of shareholders of the Bank.
12.24. A resolution on approval of a major transaction, which subject is the property costing more than
50% of the book value of the Bank’s assets, shall be adopted by the general meeting of shareholders by a
three-fourth majority of vote of shareholders being the owners of voting shares taking part in the general
meeting of shareholders of the Bank.
12.25. The vote at the general meeting of shareholders shall be performed according to the principle of
"one voting share – one vote", with the exception of conduction of cumulative vote.
12.26. The minutes of the general meeting of shareholders shall be drawn up in duplicate not later than
within 15 days after closing of the general meeting of shareholders. Both copies shall be signed by the
chairman of the meeting and secretary of the general meeting of shareholders.
The following data shall be indicated in the minutes of the general meeting of shareholders:
   venue and time of conduction of the general meeting of shareholders;
   total number of votes, which belong to shareholders being the owners of voting shares of the Bank;
   number of votes, which belong to shareholders taking part in the meeting;
   chairman and secretary of the meeting, agenda of the meeting.
The minutes of the general meeting of shareholders shall contain the key points of talks, issues put
forward to vote and results of vote for them, resolutions adopted by the meeting.
12.27. The resolutions adopted by the general meeting of shareholders as well as the results of vote shall
be announced at the general meeting of shareholders, in which course the vote was conducted, or brought
to notice of the persons included into the list of persons having the right to take part in the general
meeting of shareholders not later than within 10 days after the date of drawing up of the minutes on the
results of vote in the form of a report on the results of vote, in the order stipulated for notices on
conduction of the general meeting of shareholders.

                     CHAPTER 13. BOARD OF DIRECTORS OF THE BANK

13.1. The Board of Directors of the Bank shall perform general management of the Bank’s activity, with
the exception of solving issues attributed to competence of the general meeting of shareholders.
13.2. The following issues shall be attributed to competence of the Bank’s Board of Directors:
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1) determination of priority trends of activity and strategy of development of the Bank;
2) convocation of the annual and extraordinary general meetings of shareholders of the Bank, with the
exception of cases where an extraordinary general meeting of shareholders may be convened by bodies
and persons demanding its convocation;
3) approval of the agenda of the general meeting of shareholders;
4) determination of the date of drawing up of the list of persons having the right to take part in the general
meetings of shareholders and other issues attributed to competence of the Bank’s Board of Directors in
accordance with the provisions of applicable legislation and related to the preparation and conduction of
the general meeting of shareholders;
5) putting forward the following issues to the general meeting of shareholders for resolution:
   reorganisation of the Bank;
   split-up and consolidation of shares;
   adoption of resolutions on the approval of transactions, in which effectuation there is an interest,
    when the adoption of such resolution is attributed by the legislation of the Russian Federation to
    competence of the general meeting of shareholders;
   adoption of resolutions on the approval of major transactions in cases stipulated by applicable
    legislation of the Russian Federation;
   purchase of placed shares by the Bank in cases stipulated by applicable legislation of the Russian
    Federation;
   adoption of a resolution on participation in holding companies, financial and industrial groups,
    associations and other alliances of commercial organisations;
   introduction of amendments and addenda into the Bank’s Articles of Association;
   approval of by-laws regulating the activity of Bank’s bodies;
6) increase of the Bank’s authorised capital by placing of additional shares by the Bank within the limits
of the number and category (type) of authorised shares, except cases where the adoption of such
resolution is attributed herein to competence of the general meeting of shareholders of the Bank;
7) placement of debentures and other emissive securities by the Bank, except cases where the adoption of
such resolution is attributed herein to competence of the general meeting of shareholders of the Bank;
8) determination of the price (monetary value) of property, price of placement and redemption of
emissive securities in cases stipulated by applicable legislation of the Russian Federation;
9) purchase of shares placed by the Bank, debentures and other securities in cases stipulated by applicable
legislation of the Russian Federation and herein;
10) establishment of a sole and collegiate executive bodies of the Bank and prior termination of their
powers, determination of requirements for the qualification of nominees for the executive bodies of the
Bank;
11) consideration of documents and coordination of nominees to the position of the chief accountant of
the Bank, deputy chief accountant of the Bank; chief, deputy chief, chief accountant, deputy chief
accountants of isolated and internal structural subdivisions of the Bank;
12) establishment and functioning of effective internal control, approval of internal control procedures,
risk management procedures;
13) regular consideration of the effectiveness of internal control at its meetings and discussion of issues of
organisation of the internal control and measures on the enhancement of its effectiveness with the
executive bodies of the Bank;
14) consideration of documents on the organisation of an internal control system prepared by the
executive bodies of the Bank, the internal control service, the official (responsible person, structural
subdivision) dealing with countering the legalisation (laundering) of income gained by criminal means
and financing terrorism, other structural subdivisions of the Bank, the auditing organisation conducting
(having conducted) the audit;
                                                                                                        20
15) taking measures providing the operational fulfilment of recommendations and remarks of the internal
control service, auditing organisation conducting (having conducted) the audit and supervisory bodies by
the executive bodies of the Bank;
16) time performance of the verification of conformity of the internal control to the character, scales and
conditions of the Bank’s activity in case of their changes;
17) recommendations on the amount of remuneration and compensations being paid to members if the
auditing commission of the Bank and determination of the amount of payment for the auditor’s services;
18) recommendations on the amount of a dividend on shares and the procedure for its payment;
19) use of the Bank’s reserve and other funds, re-distribution of funds;
20) approval of Bank’s by-laws determining the procedure of activity of committees including those
established within the Bank’s Board of Directors, commissions, internal control service; approval of
regulations on Bank’s funds; approval of the Bank’s credit and deposit policy;
21) adoption of resolutions on the write-off of uncollectible debt from the Bank’s balance in accordance
with the regulatory documents of the Bank of Russia;
22) establishment (closing) of isolated and internal structural subdivisions of the Bank, approval of
regulations on isolated and internal structural subdivisions of the Bank, introduction of amendments and
addenda into them as well as introduction of amendments and addenda into the Bank’s Articles of
Association related to opening of branches and representation offices;
23) approval of major transactions in cases where the adoption of such a resolution is attributed to
competence of the Board of Directors;
24) approval of transactions, in which effectuation there is an interest, in cases where the adoption of is
attributed to competence of the Board of Directors;
25) approval (coordination) of non-standard transactions/operations not complying with the
budget/business plan of the Bank by subject or amount of transaction;
26) approval of any transactions with real estate;
27) approval of the Bank’s Registrar and conditions of the agreement with it as well as cancellation of the
agreement with it;
28) adoption of a resolution on the Bank’s participation in other commercial organisations;
29) approval of the budget, business plans of the Bank;
30) determination of the organisational structure of the Bank;
31) approval of conditions of the agreement with the Chairman of the Managing Board of the Bank,
members of the Managing Board of the Bank, chief accountant of the Bank, head and employees of the
internal control service, including determination and establishment of the rights and obligations, amount
of compensation, form and procedure of the remuneration of labour of the above-mentioned persons. The
agreement with the Chairman of the Managing Board, members of the Managing Board, head and
employees of the internal control service on behalf of the Bank shall be signed by the Chairman of the
Bank’s Board of Directors or a person authorised by the Bank’s Board of Directors;
32) approval of conditions of the issue of deposit (savings) certificates;
33) generation of the financial and credit committee of the Bank;
34) establishment of committees of the Bank’s Board of Directors (including the committees for strategic
planning, audit and other committees) and approval of by-laws (in the form of regulations on specific
types of committees) regulating their formation and operations;
35) appointment of the corporate secretary of the Bank;
36) other issues stipulated by applicable legislation of the Russian Federation and herein.
The issues attributed to competence of the Bank’s Board of Directors cannot be transferred for solution to
the executive body of the Bank.
                                                                                                           21
13.3. The quantitative composition of the Bank’s Board of Directors shall be determined by a resolution
of the general meeting of shareholders of the Bank but cannot be less than five members.
13.4. The members of the Bank’s Board of Directors shall be elected by the general meeting of
shareholders for a period until the next annual general meeting of shareholders and can be re-elected
unlimited number of times.
If the annual general meeting of shareholders has not been held within the dates specified herein, the
powers of the Bank’s Board of Directors shall terminate, with the exception of power on the preparation,
convocation and conduction of the annual general meeting of shareholders.
13.5. According to a resolution of the general meeting of shareholders, the powers of all members of the
Bank’s Board of Directors can be terminated ahead of schedule.
13.6. A member of the Bank’s Board of Directors can be only a natural person. The member of the
Bank’s Board of Directors cannot be a shareholder of the Bank.
The members of the Managing Board of the Bank cannot constitute more than one fourth of the
composition of the Bank’s Board of Directors. The Chairman of the Managing Board of the Bank cannot
concurrently be the Chairman of the Bank’s Board of Directors.
Not less than one fourth of the composition of the Bank’s Board of Directors can be independent
directors.
The following members of the Board of Directors shall be recognised independent directors:
1) those who have not been during the last 3 years and who are not currently officials (managers) or
employees of the Bank;
2) those who are not officials of other company where any of the Bank’s employees is a member of the
committee of the Board of Directors for human resources and compensations;
3) those who are not affiliated persons of an official (manager) of the Bank;
4) those who are not affiliated persons of the Bank as well as affiliated persons of such affiliated persons;
5) those who are not parties in liabilities with the Bank, whereby they can purchase the property (receive
cash assets),which value equals to 10 and more percent of the aggregate annual income of these persons,
except the reception of compensation for participation in the activity of the Board of Directors;
6) those who are not a major counteragent of the Bank (such counteragent, for which the aggregate
volume of transactions with the Bank during the year equals to 10 or more percent of the book value of
the Bank’s assets);
7) those who are not representatives of the state.
An independent director, upon expiry of the 7-year period of fulfilment of obligations of the member of
the Bank’s Board of Directors cannot be considered as independent.
13.7. The elections of members of the Bank’s Board of Directors shall be carried out by cumulative vote.
In case of cumulative vote, the number of votes belonging to each shareholder shall be multiplied by the
number of persons who are to be elected into the Bank’s Board of Directors, and a shareholder shall be
entitled to cast votes obtained thereby fully for one nominee or distribute them between two and more
nominees.
The nominees secured the largest number of votes shall be considered elected into the membership of the
Bank’s Board of Directors.
                                                                                                        22
13.8. The Chairman of the Bank’s Board of Directors and the Deputy Chairman of the Bank’s Board of
Directors shall be elected members of the Bank’s Board of Directors out of their members by a majority
of votes of the total number of members of the Bank’s Board of Directors.
The Bank’s Board of Directors shall be entitled at any time to re-elect the Chairman of the Bank’s Board
of Directors and the Deputy Chairman of the Bank’s Board of Directors by a majority of votes of the total
number of members of the Board of Directors.
If the Chairman of the Bank’s Board of Directors is missing, its functions shall be performed by the
Deputy Chairman of the Bank’s Board of Directors, and in case of the latter being missing – one of the
members of the Bank’s Board of Directors according to a resolution of the Bank’s Board of Directors.
13.9. The Chairman of the Bank’s Board of Directors shall organise its operations, convene meetings of
the Bank’s Board of Directors and preside at them, organise record-keeping at the meetings, preside at the
general meetings of shareholders.
13.10. A meeting of the Bank’s Board of Directors shall be convened by the Chairman of the Bank’s
Board of Directors on its own initiative, at the request of a member of the Bank’s Board of Directors,
Bank’s auditing commission or Bank’s auditor, executive body of the Bank.
The status, composition, functions and powers of the Bank’s Board of Directors, the order of its
formation and prior termination of powers of members of the Bank’s Board of Directors, requirements for
members of the Board of Directors as well as the order of organisation of its operations and interaction
with other management bodies of the Bank shall be determined by the Bank’s by-law – Regulations "On
the Board of Directors of Petersburg Social Commercial Bank Open Joint-Stock Company.
In determining the availability of the quorum of presence and in making decision by the Board of
Directors at a meeting on the issues of agenda, the written opinions of members of the Bank’s Board of
Directors being absent at the meeting of the Bank’s Board of Directors can also be taken into account.
In the event that the number of members of the Bank’s Board of Directors becomes less than the number
constituting the above-mentioned quorum of presence, the Bank’s Board of Directors shall be obliged to
adopt a resolution to convene an extraordinary general meeting of shareholders for the election of a new
composition of the Bank’s Board of Directors. The remaining members of the Bank’s Board of Directors
shall be entitled to make a decision only on convocation of such extraordinary general meeting of
shareholders.
13.11. The Bank’s Board of Directors shall be entitled to make decisions by means of vote by
correspondence.
13.12. The Bank’s Board of Directors shall be authorised to solve the issues put forward for its
consideration if not less than a half of the number of elected members of the Bank’s Board of Directors
are present at the meeting.
13.13. The decisions at a meeting of the Bank’s Board of Directors, with the exception of decisions,
which voting peculiarities and procedure of adoption are separately stipulated herein or established by
applicable legislation of the Russian Federation, shall be made by a majority vote of the members of the
Bank’s Board of Directors taking part in the meeting of the Bank’s Board of Directors. Each member of
the Bank’s Board of Directors shall have one vote. No transfer of votes by the member of the Bank’s
Board of Directors to any other person including another member of the Bank’s Board of Directors shall
be allowed.
In the event of equality of votes of the members of the Bank’s Board of Directors, the Chairman of the
Bank’s Board of Directors shall have the right of decisive vote in making a decision by the Bank’s Board
of Directors.
In determining the availability of the quorum of presence and the results of vote, a written opinion of the
member of the Bank’s Board of Directors being absent at the meeting of the Bank’s Board of Directors on
issues of the agenda shall be taken into account.
Resolutions to increase the Bank’s authorised capital, placement of debentures and other emissive
securities by the Bank shall be adopted unanimously by all members of the Bank’s Board of Directors
being present at the meeting.
                                                                                                       23
A resolution on the approval of a major transaction, which subject is the property with the value from 25
to 50 percent of the book value of the Bank’s assets shall be adopted by all members of the Bank’s Board
of Directors unanimously; in this case the votes of retired members of the Bank’s Board of Directors shall
not be taken into account.
If no unanimity has been reached on an issue requiring a unanimous resolution of the Bank’s Board of
Directors, such issue can be put forward for solution to the general meeting of shareholders.
13.14. Minutes shall be maintained at the meeting of the Bank’s Board of Directors.
The minutes of a meeting of the Bank’s Board of Directors shall be drawn up not later than within three
days after its conduction.
The minutes of a meeting of the Bank’s Board of Directors shall be signed by the chairman of the meeting
who is responsible for the correctness of drawing up of the minutes as well as by the secretary of the
Bank’s Board of Directors.
13.15. The members of the Board of Directors shall be obliged to observe the loyalty in respect to the
Bank. They shall not be entitled to use the capabilities granted to them for purposes contradicting this
articles of association or for inflicting damage to the Bank’s property and/or non-property interests.
13.16. The functions of the secretary of the Bank’s Board of Directors shall be performed by the
corporate secretary of the Bank.
13.17. The corporate secretary of the Bank shall be an authorised person whose tasks are as follows:
   assure the observance of the order of preparation and conduction of general meetings of shareholders
    of the Bank;
   assure the activity of the Bank’s Board of Directors including assurance of the order of preparation
    and conduction of meetings of the Bank’s Board of Directors, performance of functions of the
    secretary of the Bank’s Board of Directors;
   assure the interaction between the Bank’s Board of Directors and executive bodies of the Bank;
   assure the observance of the order of storage, disclosure and presentation of information about the
    Bank by the Bank’s bodies and officials, provision of the shareholders with information relating to
    the Bank’s activity.
The order of election, functions, powers, order of determination of remuneration for the corporate
secretary shall be determined by the Regulations "On the corporate secretary of Petersburg Social
Commercial Bank Open Joint-Stock Company.

                       CHAPTER 14. EXECUTIVE BODIES OF THE BANK

14.1. The management of the Bank’s current activity shall be carried out by the sole executive body –
Chairman of the Managing Board and by the collegiate executive body – the Managing Board. The
executive bodies shall be subordinate to the Bank’s Board of Directors and to the general meeting of
shareholders. All issues of management of the Bank’s current activity shall be attributed to competence of
the executive bodies , with the exception of issues attributed to competence of the general meeting of
shareholders or the Bank’s Board of Directors.
The executive body of the Bank shall organise the fulfilment of resolutions of the general meeting of
shareholders of the Bank and the Bank’s Board of Directors.
14.2. The establishment of the executive bodies of the Bank and prior termination of their powers shall be
performed according to a resolution of the Bank’s Board of Directors.
The period of validity of powers of the executive bodies, the quantitative and personal composition of the
Managing Board of the Bank shall be established by the Bank’s Board of Directors.
The executive bodies shall be subordinate to the Bank’s Board of Directors and to the general meeting of
shareholders.
14.3. The Managing Board shall act on the basis of the Articles of Association as well as the Regulations
"On the Managing Board of Petersburg Social Commercial Bank Open Joint-Stock Company" to be
approved by the general meeting of shareholders, which specifies concrete requirements for the members
                                                                                                               24
of the Managing Board, the dates and order of convocation and conduction of its meetings as well as the
order of adoption of resolutions.
14.4. The Managing Board shall be authorised to resolve issues put forward to its meetings if not less than
a half of the number of elected members of the Managing Board are present in the meeting.
If the number of members of the Managing Board becomes less than the number constituting the above-
mentioned quorum of presence, the Bank’s Board of Directors shall be obliged a resolution to create the
Managing Board with a new composition.
Minutes shall be maintained at the meeting of the Managing Board, which shall be signed by the
Chairman of the Managing Board of the Bank. The minutes of the meeting of the Managing Board shall
be provided to the members of the Board of Directors, Managing Board, Bank’s auditing commission,
Bank’s auditor at their request.
14.5. The Managing Board of the Bank shall consist of the Chairman of the Managing Board of the Bank,
its deputies and members of the Managing Board of the Bank.
14.6. The resolution of the following issues shall be attributed to competence of the Managing Board of
the Bank:
1) assure the performance of resolutions of the general meeting of shareholders and Board of Directors of
the Bank;
2) preliminary consideration of issues, which, in accordance with this Article of Association, shall be
subject to consideration by the general meeting of shareholders or the Board of Directors of the Bank and
preparation of corresponding materials, proposals and draft resolutions for them;
3) preparation of proposals and drafts elating to the organisational structure of the Bank, its isolated and
internal subdivisions;
4) management of the activity of structural subdivisions of the Bank, its branches and representation
offices;
5) determination of the order of making managerial decisions;
6) determination of the accounting policy of the Bank, solving issues on accounting record-keeping and
reporting;
7) consideration and putting forward of main trends (strategy) of the Bank’s development to the Board of
Directors of the Bank for approval;
8) organisation of the elaboration of the budget, business plans of the Bank;
9) analysis of prospective trends of development on operations and transactions, which are effectuated by
the Bank in the financial services market; organisation of the elaboration and making a decision on the
Bank’s implementation of new types of services within the limits of authorised legal capacity of the
Bank;
10) determination of the Bank’s policy in the issues of recruiting, distribution and training of manpower,
elaboration of a system for remuneration of labour and normalisation of labour of Bank’s employees for
subsequent approval by the Chairman of the Managing Board;
11) forming (abolition) of committees and commissions being collegiate bodies making decision on
individual issues and trends of activity of the Bank in accordance with the powers granted to them, with
the exception of those, which forming (abolition) is within competence of the Bank’s Board of Directors;
12) determination of a list of data constituting a commercial secret of the Bank and assuring its safekeeping;
approval of the order of operations with data in the Bank attributed to the commercial secret and determination
of responsibility for infringement of this order;
13) elaboration of provisions on Bank’s funds and putting them forward for consideration to the Bank’s Board
of Directors;
14) making decisions on the amounts of interest rates for active and passive operations of the Bank; service
tariff rates;
15) attribution of loans to a lower risk group in accordance with the regulatory acts of the Bank of Russia;
16) approval of Bank’s transactions for the amount of 5 and more percent of the value of the Bank’s assets
with subsequent immediate notification of the Bank’s Board of Directors thereof;
                                                                                                               25
17) regular consideration of the results of Bank’s activity;
18) reports to the Bank’s Board of Directors on the current situation and prospects of the Bank’s development;
19) hearing of reports of the Chairman of the Managing Board of the Bank. Heads of structural subdivisions of
the Bank and working groups;
20) approval of by-laws of the Bank determining the order of activity of subdivisions, department,
administrations of the Bank;
21) approval and maintaining of the Bank’s by-laws, with the exception of those, which approval is attributed
to competence of the general meeting of shareholders of the Bank, Bank’s Board of Directors, Chairman of the
Managing Board of the Bank;
22) establishment of responsibility for the fulfilment of resolutions of the Bank’s Board of Directors,
implementation of the Bank’s strategy and policy in respect of organisation and effectuation of internal
control;
23) consideration of materials and results of periodic evaluations of the effectiveness of internal control;
24) establishment of a system of control over the elimination of violations and internal control drawbacks
detected and measures taken for their elimination;
25) preparation of documents and discussion of issues with the Bank’s Board of Directors related to the
organisation of internal control and measures enhancing its effectiveness;
26) solving other issues related to management of the current activity of the Bank, with the exception of issues
attributed to competence of the general meeting of shareholders of the Bank and Bank’s Board of Directors.
14.7 The resolutions of the Managing Board of the Bank shall be adopted by a simple majority vote.
No transfer of the voting right by a member of the Managing Board of the Bank to any persons including that
to another member of the Managing Board of the Bank shall be allowed.
14.8. The Chairman of the Managing Board of the Bank shall exercise management of the current activity of
the Bank in accordance with applicable legislation, this Articles of Association, Regulations on the Managing
Board and powers granted to the Chairman by the general meeting of shareholders of the Bank and Bank’s
Board of Directors.
The Chairman of the Managing Board of the Bank shall organise the conduction of meetings of the Managing
Board of the Bank.
14.9. The Chairman of the Managing Board of the Bank, without any proxy, shall act on behalf of the Bank,
including the following functions:
 represent the Bank’s interests before all Russian and foreign enterprises, institutions and organisations,
    state authorities;
 enter into agreements, effectuate transactions on behalf of the Bank;
   approve the regular staff;
   establish post salaries, determine the form, size and order of the remuneration of labour for Bank’s
    employees in accordance with the Bank’s budget, with the exception of members of the Managing Board
    of the Bank and the Chief Accountant of the Bank;
   employ and dismiss the Bank’s employees;
   distribute obligations between the Bank’s employees and its deputies, approve job descriptions for the
    Bank’s employees in accordance with labour agreements (contracts) being entered into;
   issue orders and give instructions being obligatory for execution by all Bank’s employees;
   approve and introduce regulatory by-laws of the Bank, with the exception of those, which approval is
    attributed to competence of the Bank’s Board of Directors, general meeting of shareholders;
   organise the implementation of resolutions adopted by the Bank’s management bodies;
   organise and conduct meetings of the Managing Board of the Bank;
   issue power of attorneys for the right to represent the Bank in relations with third parties;
   sign all documents on behalf of the Bank and effectuate formalities related to the performance of his/her
    powers;
                                                                                                              26
   delegate powers for the elaboration of rules and procedures in the sphere of internal control to the heads of
    corresponding structural subdivisions and supervise their performance;
   carry out the verification of conformity of the Bank’s activity to the by-laws determining the performance
    of internal control and the evaluation of conformity of the content of these documents to the character and
    scale of the Bank’s activity;
   distribute the obligations of subdivisions and employees being responsible for specific directions (forms,
    methods of implementation) of internal control;
   provide the establishment of effective systems for the transfer and exchange of information providing the
    delivery of necessary data to the users being interested therein;
   make decisions on all issues of the Bank’s activity, with the exception of those, which are attributed to
    competence of the general meeting of shareholders of the Bank, Bank’s Board of Directors and Managing
    Board of the Bank in accordance with the provisions hereof.
14.10. The Deputy Chairmen of the Managing Board of the Bank shall organise the current activity of the
Bank in individual directions. The obligations of the deputies and their rights shall be regulated by labour
agreements as well as by the Bank’s by-laws. The Deputy Chairmen of the Managing Board of the Bank
may effectuate civil legal transactions on behalf of the Bank only on the grounds of a power of attorney
being issued by the Chairman of the Managing Board of the Bank.
14.11. In exercising their rights and performing their obligations, members of the Bank’s Board of
Directors, Chairman of the Managing Board of the Bank, members of the Managing Board of the Bank
shall be obliged to act in the Bank’s interests, exercise their rights and perform their obligations in respect
of the Bank conscientiously and reasonably.
14.12. The members of the Bank’s Board of Directors, Chairman of the Managing Board of the Bank,
members of the Managing Board of the Bank shall be responsible to the Bank for losses inflicted to the
Bank by their guilty actions (omissions) unless other grounds and amount of responsibility have been
stipulated by federal laws.
14.13. The Chairman of the Managing Board of the Bank, its deputies, members of the Managing Board
of the Bank shall not be entitled to take positions in other organisations being credit or insurance
organisations, professional participants of the securities market as well as in organisations dealing with
leasing activity or being affiliated persons in respect to the Bank.
Holding of more than one office in management bodies of other organisations by the Chairman of the
Managing Board of the Bank and members of the Managing Board of the Bank shall be allowed only
with the consent of the Bank’s Board of Directors.
                                                                                                           27
                     CHAPTER 15. CONTROL OVER THE FINANCIAL AND
                          ECONOMIC ACTIVITY OF THE BANK

15.1. The control over the financial and economic activity of the Bank shall be performed by the Bank’s
auditing commission to be elected by the general meeting of shareholders of the Bank for a period of one
year in the number of not less than three persons.
Members of the auditing commission cannot concurrently be members of the Bank’s Board of Directors
as well as occupy any other positions in the Bank’s management bodies.
The shares belonging to the members of the Bank’s Board of Directors or persons occupying positions in
the Bank’s management bodies cannot take part in the vote in electing members of the Bank’s auditing
commission.
15.2. The check (audit) of financial and economic activity of the Bank shall be performed by the results
of its activity for a year as well as at any time on the initiative of the Bank’s auditing commission, a
resolution of the general meeting of shareholders of the Bank, Board of Directors of the Bank or on the
demand of a shareholder (shareholders) of the Bank being on aggregate the owners of not less than 10
percent of voting shares of the Bank.
15.3. On the demand of the Bank’s auditing commission, the persons occupying positions in the Bank’s
management bodies shall be obliged to provide documents on the financial and economic activity of the
Bank.
15.4. The Bank’s auditing commission shall be entitled to require the convocation of an extraordinary
general meeting of shareholders in according with applicable legislation.
15.5. The procedure for formation of the auditing commission, requirements for members of the auditing
commission, procedure for the activity and decision-making of the auditing commission, its competence
shall be determined by the Regulations "On the auditing commission of Petersburg Social Commercial
Bank Open Joint-Stock Company" to be approved by the general meeting of shareholders of the Bank.
15.6. The Bank’s auditor shall perform the check of financial and economic activity of the Bank in
accordance with legal acts of the Russian Federation on the basis of an agreements entered into with the
auditor.
15.7. The auditor shall be approved by the general meeting of shareholders.
15.8. The following information shall be contained in the reports to be drawn up by the auditing
commission or an auditing organisation by the results of audit of the Bank’s financial and economic
activity:
   acknowledgement of the reliability of data contained in the reports and other financial documents of
    the Bank;
   information about facts of infringement of the procedure for conducting book-keeping and accounting and
    provision of financial accounts established by legal acts of the Russian Federation as well as facts of
    infringement of legal acts of the Russian Federation in carrying out of financial and economic
    activity.
15.9. In order to protect interests of the Bank, its customers and investors, the Bank shall organise an
internal control service for monitoring of the Bank employees’ observance of applicable legislation,
regulatory acts and professional activity standards, for the settlement of conflicts of interest, assuring the
proper reliability level corresponding to the character and scale of the operations being executed by the
Bank and minimisation of banking activity risks.
The internal control service shall be established by the Bank’s Board of Directors, which is to determine
the name of structural subdivision, on which the internal control functions will be imposed (department,
administration or other).
In order to carry out its activity, the internal control service shall be entitled to receive documents being
necessary for the checks from the heads of the Bank’s subdivisions being audited and from employees
authorised by them, determine conformity of the actions and operations being performed by the Bank’s
employees, effectuate other actions in accordance with the Regulations on the internal control service,
regulatory acts of the Bank of Russia, applicable legislation.
                                                                                                         28
The head of the internal control service shall report to the Bank’s Board of Directors not less than twice a
year.

                   CHAPTER 16. SYSTEM OF INTERNAL CONTROL BODIES

16.1. In order to enhance the effectiveness and efficiency of the financial and economic activity in
effectuating banking operations and other transactions, improve the effectiveness of management of the
assets and liabilities including the asset safe-keeping assurance and banking risk management, the Bank
shall organise a system of internal control bodies.
16.2. The system of internal control bodies shall be a set of management bodies as well as subdivisions
and employees (responsible employees) performing functions within the framework in the internal control
system.
16.3. The system of internal control bodies shall include the Board of Directors of the Bank, Managing
Board of the Bank, Chairman of the Managing Board of the Bank, Deputy Chairmen of the Managing
Board of the Bank, auditing commission of the Bank, chief accountant of the Bank, deputy chief
accountants of the Bank, heads of branches of the Bank, deputy heads of branches of the Bank, chief
accountants of branches of the Bank, deputy chief accountants of branches of the Bank, internal control
service of the Bank, responsible employee (structural subdivision) for countering the legalisation
(laundering) of income gained by criminal means and financing of terrorism, inspector of a professional
participant of the securities market.
16.4. The procedure for establishment and powers of the Board of Directors of the Bank, Managing Board
of the Bank, Chairman of the Managing Board of the Bank, Deputy Chairmen of the Managing Board of
the Bank, auditing commission of the Bank shall be determined in accordance with applicable legislation,
provisions hereof and by-laws of the Bank.
16.5. The procedure of appointment and dismissal from office of the chief accountant of the Bank, deputy
chief accountants of the Bank, heads of branches of the Bank, deputy heads of branches of the Bank, chief
accountants of branches of the Bank, deputy chief accountants of branches of the Bank shall be
determined in accordance with applicable legislation and provisions hereof.
16.6. The powers of the chief accountant of the Bank, deputy chief accountants of the Bank, heads of
branches of the Bank, deputy heads of branches of the Bank, chief accountants of branches of the Bank,
deputy chief accountants of branches of the Bank shall be determined in accordance with applicable
legislation and job instructions.
16.7. The employee being responsible for countering the legalisation (laundering) of income gained by
criminal means and financing of terrorism shall be appointed and dismissed from office by the Chairman
of the Managing Board of the Bank. The responsible employee shall be independent in its activity in
respect of other structural subdivisions and subordinate to the Chairman of the Managing Board of the
Bank.
16.8. The following actions shall be attributed to competence of the employee being responsible for
countering the legalisation (laundering) of income gained by criminal means and financing of terrorism:
1) receiving of necessary documents from the heads and employees of Bank’s subdivisions including
orders and other directive documents issued by the executives of the Bank and subdivisions; accounting
and cash settlement documents;
                                                                                                           29

2) making copies from the documents obtained including copies of files, any records being stored in the
local area network and autonomous computer systems;
3) access to premises of the Bank’s subdivisions as well as to premises being used for storing documents
(archives), cash assets and values (monetary storages), computer data processing (computer halls) and
storing of data on machine media;
4) issue of warrants, within the periods established by applicable legislation of the Russian Federation for
the conduction of an operation (transaction) (before the decision made by the Chairman of the Managing
Board of the Bank), on suspension of the effectuation of the operation in order to receive additional
information or verify the available information about the customer or the operation;
5) exercise of other rights in accordance with the Regulations on internal control for the purpose of
countering the legalisation (laundering) of income gained by criminal means and financing of terrorism
and by-laws of the Bank.
16.9. The internal control service shall be established by the Board of Directors of the Bank and shall be a
structural subdivision of the Bank, shall act on the basis of the Articles of Association of the Bank and the
Regulations on internal control to be approved by the Board of Directors. In its activity, the service shall
be subordinate to the Board of Directors of the Bank. The head of internal control service shall be
appointed and dismissed from office according to a proposal of the Board of Directors of the Bank. The
internal control service shall be independent, act under the direct control of the Board of Directors of the
Bank. The internal control service shall be impartial, solve problems put forward to it for resolution
without any interference on the part of management bodies, subdivisions and employees of the Bank not
being employees of the internal control service.
16.10. The following issues shall be attributed to competence of the Service:
1) receiving documents and copies from documents and other information as well as any data being
available in the Bank’s informational systems being necessary for the implementation of control, with
observance of the requirements of applicable legislation of the Russian Federation and requirements of
the Bank for the operations with limited circulation data;
2) access to premises of the subdivision being checked as well as to premises being used for storing
documents (archives), cash assets and values (monetary storages), computer data processing (computer
halls) and storing of data on machine media, with observance of the access procedure defined by the
Bank’s by-laws;
3) employment of Bank’s employees in carrying out of checks and requiring from them to provide access
to documents, other information being necessary for the conduction of checks;
4) with the permission of the Bank’s management, independently or by means of employees of the
subdivision being checked, making copies from the documents obtained including copies from files,
copies of any records being stored in the local area network and autonomous computer systems and well
as decoding of such records;
5) exercise of other rights in accordance with the Regulations on the internal control service and other by-
laws of the Bank.
16.11. The inspector of a professional participant of the securities market shall be appointed and
dismissed from office by the Chairman of the Managing Board of the Bank and shall correspond by
position to the Deputy Chairman of the Managing Board of the Bank. In its activity, the inspector shall be
independent of other structural subdivisions of the Bank. If a professional participant has branches
performing its functions in the securities market, the inspector shall be included into the regular staff of
each branch. In its activity, the branch inspector shall be independent of other branch employees and shall
be subordinate only to the leading Bank’s inspector and to the head of the Bank’s branch. The functions
of the branch inspector can be performed by the inspector of the leading organisation of the professional
participant, if the number of employees in the regular staff of the branch performing the functions directly
related to the branch’s performance of the professional activity in the securities market is less than twelve.
In order to achieve the goals of internal control, the professional participant may form a structural
subdivision under the inspector’s leadership.
16.12. The following issues shall be attributed to competence of the professional participant inspector:
                                                                                                         30
1) receiving of any documents of the professional participant and familiarisation with the contents of
databases and registers directly connected with the performance of activity in the securities market;
2) making copies from the documents, files and records obtained in subdivisions, with the exception of
information not being subject to copying;
3) obtaining of necessary information from employees, whose obligations are related to the professional
participant’s performance of activity in the securities market;
4) demanding written explanations from employees, whose obligations are related to the professional
participant’s performance of activity in the securities market, on issues arising in the course of the
fulfilment of their obligations;
5) exercise of other rights of the control over the professional participant’s observance of the
requirements of applicable legislation of the Russian Federation on securities and protection of rights and
legal interests of investors in the securities market, regulatory legal acts of the Federal Commission.

              CHAPTER 17. RECORD-KEEPING AND REPORTS OF THE BANK.
              DOCUMENTS OF THE BANK. INFORMATION ABOUT THE BANK

17.1. The Bank shall be obliged to maintain bookkeeping and accounting, provide financial accounts and
other statistical reports in the order established by the Federal Law "On banks and banking activity",
Federal Law "On joint-stock companies", other legal acts of the Russian Federation.
17.2. The regulations on the maintaining of bookkeeping and accounting, provision of financial accounts
and statistical reports, drawing up of annual reports of the Bank shall be established by the Bank of
Russia.
17.3. The Bank shall publish its annual balance sheets approved by the annual general meeting of
shareholders according to the form and within the dates to be established by the Bank of Russia.
17.4. The reliability of data being contained in the annual report of the Bank, annual accounts shall be
confirmed by the auditing commission of the Bank.
Before the Bank’s publishing the documents mentioned in this Item, the Bank shall be obliged to employ
an auditor not having any property interest with the Bank or its shareholders in order to conduct the
annual audit and confirm the annual financial accounts.
17.5. The Bank shall provide the Bank of Russia with reports on the current activity in the established
order and within the established dates.
The financial year of the Bank shall begin on 01st January and end on 31st December.
17.6. The responsibility for the organisation, state and reliability of bookkeeping and accounting at the
Bank, timely submission of the annual report and other financial accounts to the corresponding agencies
as well as data on the Bank’s activity being provided to shareholders, creditors and mass media shall be
borne by the executive bodies of the Bank.
17.7. The Bank shall be obliged to keep the following documents:
   agreement on Bank’s establishment;
   Articles of Association of the Bank, amendments and addenda introduced into the Bank’s Articles of
    Association registered in the established order, resolution to establish the Bank, document on the state
    registration of the Bank;
   documents confirming the Bank’s rights for the property being on its books;
   by-laws of the Bank;
   regulations on a branch or representation office of the Bank;
   annual reports;
   bookkeeping and accounting documents;
   financial accounts;
   minutes of general meetings of shareholders, meetings of the Board of Directors of the Bank, auditing
    commission of the Bank and Managing Board of the Bank;
                                                                                                            31
   ballots as well as powers of attorney (copies of powers of attorney) for participation in the general
    meetings of shareholders;
   reports of independent appraisers;
   lists of affiliated persons of the Bank;
   lists of persons having the right to take part in the general meetings of shareholders, having the right
    to receive dividends as well as other lists to be drawn up by the Bank for the shareholders’ exercise of
    their rights in accordance with the requirements of applicable legislation of the Russian Federation;
   opinion of the auditing commission, Bank’s auditor, state and municipal financial control agencies;
   prospectuses, quarterly reports of the issuer and other documents containing information to be subject
    to publication or disclosure otherwise in accordance with federal laws and regulatory acts of the
    Bank of Russia;
   other documents provided by applicable legislation of the Russian Federation, Bank’s Articles of
    Association, by-laws of the Bank, resolutions of the general meeting of shareholders, Board of
    Directors of the Bank, management bodies of the Bank as well as documents stipulated by legal acts
    of the Russian Federation.
17.8. The information about the Bank shall be provided to the above-mentioned agencies shall be
provided in accordance with the requirements of applicable legislation and other by legal acts of the
Russian Federation.
17.9. The information about the operations of legal entities, individuals carrying out entrepreneurial
activity without establishment of a legal entity and natural persons shall be provided by the Bank to an
authorised agency taking measures on countering the legalisation (laundering) of income gained by
criminal means and financing of terrorism in case, order and scope that have been stipulated in the
Federal Law "On countering the legalisation (laundering) of income gained by criminal means and
financing of terrorism".

CHAPTER 18. REORGANISATION OF THE BANK AND TERMINATION OF ITS ACTIVITY

18.1. The reorganisation of the Bank can be carried out according to a resolution of the general meeting
of shareholders in the form of merger, takeover, split-up, spin-off and transformation.
18.2. The liquidation of the Bank shall be carried out voluntary on the grounds of a resolution of the
general meeting of shareholders or according to a court decision in the order established by applicable
legislation.
18.3. In case of reorganisation of the Bank, its rights and obligations shall be transferred to the successors.
                                                                                                        32

The information about the reorganisation of the Bank shall be recorded in the unified state register of
legal entities and all documents with unexpired shelf life shall be transferred to the Bank’s successor in
the established order.
The liquidation shall entail the termination of the Bank’s activity without the transfer of rights and
obligations in the order of succession.
18.4. In case of liquidation of the Bank, all interests of the Bank’s creditors shall be observed.
The property of the Bank being liquidated that has remained after the completion of settlement with
creditors shall be distributed by the liquidation commission among the shareholders in the established
order.
18.5. The liquidation shall be carried out in accordance with applicable legislation and regulatory acts of
the Bank of Russia. The liquidation shall be considered completed and the Bank shall be regarded as
having ceased its activity after introduction of the corresponding record in the unified state register of
legal entities by the authorised registering agency.
18.6. In case of liquidation of the Bank, the documents on the regular staff and other documents of the
Bank provided by legal acts of the Russian Federation shall be transferred to the corresponding archive
for state storage in the order established by Rosarkhiv.
The transfer of documents shall be carried out at the expense of the Bank in accordance with the
requirements of archiving agencies.

              CHAPTER 19. INTRODUCTION OF AMENDMENTS AND ADDENDA
                        INTO THE ARTICLES OF ASSOCIATION

19.1. All amendments and addenda to be introduced into the Bank’s Articles of Association and adopted
by the general meeting of shareholders or Board of Directors of the Bank (in accordance with its
competence) shall be registered in the established order.
19.2. The amendments and addenda into the Articles of Association shall become effective for third
parties from the moment of their state registration.


Chairman of the Board of Directors of the Bank               (signature)          V.L. Pribytkin

Seal:
Petersburg Social Commercial Bank Closed Joint-Stock Company. St. Petersburg
                                                     33
Stamp:
Stitched and numbered in this document:

32 (Thirty Two) pages
Chairman of the Meeting, Chairman of the
Board of Directors of Petersburg Social Commercial
Bank Closed Joint-Stock Company
(signature)    V.L. Pribytkin

Seal:
Petersburg Social Commercial Bank
Closed Joint-Stock Company. St. Petersburg

10th March 2006
                                                                                                    34
Saint-Petersburg
On the ninth of June the year of two thousand and six
I, the undersigned, NICKOLAI VICTOROVICH ZAKHAROV, Notary Public of the notary district of
St. Petersburg, acting on the grounds of the License No. 269 issued by the Justice Department of the
St. Petersburg Mayor’s Office dated 04th July 1994, does hereby certify that this is a true copy of the
original document. In the latter, there are no erasures, additions, crossed out words and other non-
stipulated corrections or any other peculiarities.
Recorded in the register under No. I-6-6679.
Collected according to the tariff rate: 330 roubles.

Notary Public: (signature)         N.V. Zakharov


Seal:
N.V. Zakharov, Notary Public.
Location: St. Petersburg.
Notary District: St. Petersburg.
06.07.94. No. 262-k.


Totally, there are 33 (thirty three) pages in this document
Notary Public: (signature)


Seal:
N.V. Zakharov, Notary Public.
Location: St. Petersburg.
Notary District: St. Petersburg.
06.07.94. No. 262-k.
                                                                                                           35
SAINT-PETERSBURG

Russia Federation, St. Petersburg
On the thirteenth of June the year of two thousand and six. I, the undersigned. Elena Borissovna
Russanova, Notary Public of the Notary District of St. Petersburg acting on the grounds of the License
Number one hundred and thirty issued by the Justice Department of the St. Petersburg Mayor’s Office on
the twenty third of April the year of nineteen hundred and ninety three, does hereby certify that it is a true
copy of the document copy. In the copy presented, there are no erasures, additions, crossed out words and
other non-stipulated corrections or any peculiarities.

Recorded in the register under No. 4456.
Collected according to the tariff rate: five hundred roubles.
Notary Public: (signature)


Seal:
E.B. Russanova, Notary Public
Location: St. Petersburg.
Notary District: St. Petersburg.
05.07.93. No. 243-k




Totally, there are thirty four pages in this document.

Notary Public: (signature) E.B. Russanova


Seal:
E.B. Russanova, Notary Public
Location: St. Petersburg.
Notary District: St. Petersburg.
05.07.93. No. 243-k

								
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