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APPROVED

By the General Meeting of Shareholders

Minutes No. 1 dated June 1, 2015

Chairman of the General Meeting of Shareholders

Vozrozhdenie Bank

/ Otar Margania /

Seal

THE PROCEDURE OF HOLDING

of the General Meeting of

Shareholders of Vozrozhdenie

Bank

(new edition)

Moscow

2015

CONTENTS

GENERAL PROVISIONS ...................................................................................................... 3

WORKING BODIES OF THE GENERAL MEETING OF SHAREHOLDERS ......................... 3

REGISTRATION OF SHAREHOLDERS ............................................................................... 5

PROCEDURE OF THE GENERAL MEETING OF SHAREHOLDERS .................................. 7

VOTING AT THE GENERAL MEETING OF SHAREHOLDERS ............................................ 8

MINUTES OF THE GENERAL MEETING OF SHAREHOLDERS ....................................... 10

FINAL PROVISIONS ........................................................................................................... 12

1. GENERAL PROVISIONS

1.1. This Procedure of holding of the General Meeting of Shareholders of

Vozrozhdenie Bank (hereinafter referred to as the Procedure) stipulates the procedure o f

the General Meeting of Shareholders of Vozrozhdenie Bank (hereinafter referred to as the

General Meeting of Shareholders and the Bank respectively) in accordance with the

applicable legislation of the Russian Federation and the Articles of Association of the Bank.

1.2. The supreme management body of the Bank is the General Meeting of

Shareholders that is convened and held in the manner and within the time prescribed by

the applicable legislation of the Russian Federation, the Articles of Association of the

Bank, the Regulation on the General Meeting of Shareholders of Vozrozhdenie Bank and

this Procedure.

1.3. The functions of the Counting Board of the Bank are carried out by a professional

member of securities market, the Registrar whose exclusive responsibility is to keep the

licensed for this business activity in conformity with the applicable legislation of the Russian

Federation (hereinafter referred to as the Counting Board and the Registrar respectively).

2. WORKING BODIES OF THE GENERAL MEETING OF SHAREHOLDERS

2.1. The working bodies of the General Meeting of Shareholders are as follows:

Chairman of the General Meeting of Shareholders;

Presidium of the General Meeting of Shareholders;

Secretary of the General Meeting of Shareholders;

Counting Board.

2.2. The Chairman of the Board of Directors of the Bank presides at the General

Meeting of Shareholders. The powers of the Chairman of the Board of Directors to hold the

General Meeting of Shareholders may be transferred to one of the members of the Board of

Directors of the Bank by the decision of the Board of Directors. The decision is made by

the majority of votes of the members of the Board of Directors attending the meeting.

If the extraordinary General Meeting of Shareholders held to execute the court

decision requiring the Bank to convene an extraordinary General Meeting of Shareholders is

not attended by the person who chairs the General Meeting of Shareholders in conformity

with the applicable legislation of the Russian Federation, t h e Articles of Association of

the Bank, the Regulation on the General Meeting of Shareholders of Vozrozhdenie Bank

and this Procedure, the Chairman of the General Meeting of Shareholders is the body (the

chairman of the body) of the Bank or the person who holds the extraordinary General

Meeting of Shareholders according to the court decision.

2.3. The Chairman of the General Meeting of Shareholders shall:

open and close the General Meeting of Shareholders;

announce the agenda of the General Meeting of Shareholders and the schedule of

the speeches and reports on the agenda items;

inform on the end of agenda items discussion and the start of vote counting;

call on the members of the General Meeting of Shareholders to speak and answer

the questions;

ensure compliance with the procedure of the General Meeting of Shareholders

prescribed by this Procedure and in-house documents of the Bank;

make the decision to dismiss the violator from the room where the General Meeting

of Shareholders is held in the event of flagrant violation of order in the course of the

General Meeting of Shareholders;

ensure the minuting of the General Meeting of Shareholders;

sign the Minutes of the General Meeting of Shareholders, and the report on the voting

results at the General Meeting of Shareholders.

2.4. The Presidium of the General Meeting of Shareholders consists of:

Chairman of the Board of Directors;

Chairman of the Management Board;

Deputy Chairmen of the Management Board who are the members of Board of

Directors of the Bank;

Secretary of the Board of Directors.

Other persons participating in the General Meeting of Shareholders may also be

included to the Presidium by the decision of the Chairman of the Board of Directors.

2.5. The Secretary of the General Meeting of Shareholders is the Secretary of the

Board of Directors of the Bank, or, in his/her absence, any other person appointed by the

Chairman of the General Meeting of Shareholders.

The Secretary of the General Meeting of Shareholders shall:

submit operational reports and explanatory notes on the questions raised during the

General Meeting of Shareholders;

accept and register applications of shareholders (their representatives) attending the

General Meeting of Shareholders on authorising them to participate in debates on the

agenda of the General Meeting of Shareholders, as well as accept and register

questions;

deliver the applications and questions of shareholders (their representatives) to the

Chairman of the General Meeting of Shareholders;

minute the General Meeting of Shareholders;

sign the Minutes of General Meeting of Shareholders, and the report on the voting

results of the General Meeting of Shareholders;

ensure the order in the room where the General Meeting of Shareholders is held;

involve the employees of the Bank responsible for security and order during

public events in the event of flagrant violations of order and procedures during the General

Meeting of Shareholders.

2.6. The functions of the Counting Board of the Bank are carried out by a professional

member of securities market, the Registrar whose exclusive responsibility is to keep the

licensed for this business activity in conformity with the applicable legislation of the Russian

Federation (hereinafter referred to as the Counting Board and the Registrar respectively)

When performing the functions of the Counting Board, the Registrar

’

s authorised

representatives shall:

examine the authorities of the persons entitled to participate in the General Meeting

of Shareholders or their representatives;

determine a quorum at the General Meeting of Shareholders;

clarify issues arising when the shareholders (their representatives) use their voting

right at the General Meeting of Shareholders;

clarify the rules of voting on issues put to the vote;

ensure the established voting procedure and the shareholders

’

right to vote;

count the votes and summarize the voting results;

prepare a report on the voting results;

submit voting ballots to the archives of the Bank for permanent storage.

2.7. The Organising Committee on Preparation and Holding of the General Meeting

of Shareholders makes arrangements and holds the General Meeting of Shareholders,

notifies shareholders, prepares and sends necessary documents, and interacts with the

Registrar of the Bank on carrying out the functions of the Counting Board and providing the

list of persons entitled to participate in the General Meeting of Shareholders.

Members of the Organising Committee are approved by the Board of Directors of

the Bank upon the recommendation of the

Bank’s

Management Board. The Organising

Committee may include members of the Board of Directors, members of the Management

Board, the Secretary of Board of Directors of the Bank, as well as the Bank employees

responsible for preparation and holding of the General Meeting of Shareholders. The

Organising Committee makes arrangements to prepare and hold the General Meeting of

Shareholders according to the Schedule on preparation of the General Meeting of

Shareholders entered into force by the Regulation of the Chairman of t h e Management

Board of the Bank. The Schedule sets the time frame for the events to prepare and hold

the General Meeting of Shareholders, and specifies the persons responsible for such events.

The Organising Committee settles disputes arising in the course of preparation before

the General Meeting of Shareholders starts.

3. REGISTRATION OF SHAREHOLDERS

3.1. Shareholders attending the General Meeting of Shareholders held in the form

of a meeting shall be registered by the Counting Board at the venue of holding the General

Meeting of Shareholders. The time of start of the registration is determined by the Board of

Directors and indicated in the notification on the General Meeting of Shareholders.

3.2. The shareholder has the right to participate in the General Meeting of

Shareholders either in person or through his/her representative. The shareholder is entitled to

replace his/her representative or participate in person in the General Meeting of Shareholders

at any time.

3.3. The shareholder

’

s representative at the General Meeting of Shareholders acts in

accordance with the powers based on the directives of the federal laws or acts of the

competent state or local authorities, or based on the written power of attorney. The voting

proxy shall contain information about the represented person and the representative, which is

specified in the Federal Law On Joint Stock Companies.

3.4. Persons entitled to participate in the General Meeting of Shareholders shall be

registered, except for those whose ballots are received no later than two days before the

date of the General Meeting of Shareholders, provided that participants vote on agenda

items of the General Meeting of Shareholders by sending the completed voting ballots to

the Bank.

The persons who are entitled to participate in the General Meeting of Shareholders

held in the form of a meeting and who voted by sending the completed voting ballots to the

Bank, which were received no later than two days before the date of the General Meeting of

Shareholders, shall be entitled to participate in the General Meeting of Shareholders and in

this case the stated persons shall not be registered by the Counting Board for participation in

the General Meeting.

The documents certifying the powers of the successors and representatives of

individuals included in the list of persons entitled to participate in the General Meeting of

Shareholders (their copies certified in the prescribed manner) shall be attached to the voting

ballots sent by these persons or submitted to the Counting Board when such persons are

registered for participation in the General Meeting of Shareholders.

Persons entitled to participate in the General Meeting of Shareholders shall be

registered provided that those who turned up to participate in the General Meeting of

Shareholders have been identified by comparing the data in the list of persons entitled to

participate in the General Meeting of Shareholders with the data of the documents presented

(submitted) by specified persons.

3.5. The persons registering to participate in the General Meeting of Shareholders

whose ballots were not received by the Bank or were received later than two days before

the date of the General Meeting of Shareholders may demand the voting ballots with the

note of their reissue against their signature.

3.6. The number of voting shares to determine that the General Meeting of

Shareholders is quorate shall be counted simultaneously with the registration.

3.7. The General Meeting of Shareholders is quorate (has a quorum) if attended by

shareholders or their representatives collectively holding more than half of the placed

voting shares of the Bank.

The quorum of the General Meeting of Shareholders (quorum on the agenda

items of the General Meeting of Shareholders) is determined based on the number of the

placed (in circulation and outstanding) voting shares of the Bank as at the date of the list of

persons entitled to participate in the General Meeting of Shareholders, excluding:

shares the ownership of which has been transferred to the Bank;

shares which account for more than 30, 50 or 75 percent of the total number of

the placed ordinary shares of the Bank, as well as the preference shares of the Bank giving

the right to vote under Paragraph 5 Article 32 Federal Law On Joint Stock Companies, if

such shares are held by a person who is obliged to make a mandatory offer under Article

84.2 Federal Law On Joint Stock Companies, but who has not submitted such mandatory

offer to the Bank and its affiliates;

shares repaid after the date of the list of persons entitled to participate in the

General Meeting of Shareholder and before the date of the General Meeting of

Shareholders;

shares held by persons who are

deemed interested in the Bank’s transaction

(several interrelated transactions) under Article 81 Federal Law On Joint Stock Companies

provided that there is a quorum on the approval of the

Bank’s related party

transaction

(several interrelated transactions);

shares held by members of the Board of Directors of the Bank or by persons

holding positions in the management bodies of the Bank

provided that there is a quorum on

election of the Audit Commission of the Bank.

When determining that there is a quorum and when counting votes, fractional

votes are summed up without rounding.

3.8. In the absence of quorum for holding the Annual General Meeting of

Shareholders, the reconvened General Meeting of Shareholders with the same agenda

shall be held. In the absence of quorum for holding an extraordinary General Meeting of

Shareholders, the reconvened General Meeting of Shareholders with the same agenda may

be held.

3.9. The decision to hold the reconvened Annual General Meeting of Shareholders

shall be made by the Board of Directors of the Bank.

The decision to hold the reconvened extraordinary General Meeting of Shareholders

shall be made by the Board of Directors of the Bank or by the person who convened the

extraordinary General Meeting of Shareholders.

The reconvened General Meeting of Shareholders is quorate (has a quorum) if

attended by shareholders collectively holding at least thirty percent of the placed voting

shares of the Bank.

3.10. The General Meeting of Shareholders held in the form of a meeting shall begin if

by the time of its start there is a quorum at least on one item included to the agenda of

General Meeting of Shareholders.

3.11. If by the time of start of the General Meeting of Shareholders there is no

quorum on any agenda item, the Chairman of the General Meeting of Shareholders

announces that the General Meeting of Shareholders will be postponed for two hours.

Rescheduling of the General Meeting of Shareholders is not allowed more than once.

In the event that two hours after announcement of postponing the General Meeting

of Shareholders, persons securing a quorum at least on one agenda item have not

registered, the Chairman of the General Meeting of Shareholders announces that the

Meeting has not been held.

3.12. Registration of persons entitled to participate in the General Meeting of

Shareholders who have not registered before it starts is closed when the Chairman

announces the end of the discussion of the last agenda item (last agenda item having a

quorum) and before persons who have not voted start voting.

3.13. If by the start of the General Meeting of Shareholders there is a quorum only on

separate agenda items, this General Meeting of Shareholders cannot be closed if by the end

of the registration persons securing a quorum for taking decisions on other agenda items

have registered.

3.14. After the end of discussion of the last agenda item having a quorum and before

persons who have not voted start voting, those present at the General Meeting of

Shareholders shall be notified of the number of votes held by the persons who have

registered and (or) participated in the meeting at this point.

4. PROCEDURE OF THE GENERAL MEETING OF SHAREHOLDERS

4.1. A member of the Counting Board notifies the Chairman of the General Meeting of

Shareholders whether there is a quorum at the start time of the Meeting. If there is no quorum

on one or some items of the agenda of the General Meeting of Shareholders, the

representative of the Counting Board notifies the Chairman of the General Meeting of

Shareholders whether there is a quorum on each agenda item.

4.2. The Chairman of the General Meeting of Shareholders announces the opening

(postponing) of the General Meeting of Shareholders.

4.3. The official language of the General Meeting of Shareholders is Russian.

4.4. The Chairman starts the General Meeting of Shareholders by announcing the

number of registered shareholders and their representatives, as well as the number of

t h e i r votes and the percentage of their votes in the total number of voting shares of the

Bank.

4.5. The start time of the General Meeting of Shareholders is determined by the Board

of Directors of the Bank. The General Meeting of Shareholders continues until the end of

discussion of all agenda items. The Chairman of the General Meeting of Shareholders

may announce a 15 minute break every 2 (two) hours of work. The Chairman of the

General Meeting of Shareholders may decide to make a 45 minute lunch break after the

first 4 (four) hours of work.

4.6. Those speaking at the General Meeting of Shareholders shall follow the

following procedure:

main speeches on agenda items - no more than twenty minutes;

debates

–

up to five minutes;

answering the questions

–

up to five minutes.

One agenda item cannot be discussed for more than twenty minutes (excluding the

time of the main speech).

4.7. The shareholder (representative of the shareholder) willing to debate on

agenda items of the General Meeting of Shareholders shall submit a signed written

notification thereof to the Secretary of the General Meeting of Shareholders where his full

name (name of the shareholder b e i n g a legal entity) and the question wording should

be indicated.

In the event of questions on agenda items of the General Meeting of Shareholders, the

question should be addressed to the Secretary of t h e General Meeting of

Shareholders; in addition to the question wording, the shareholder (representative of the

shareholder) shall specify his full name (name of the shareholder being legal entity) and

sign the notification.

4.8. The Secretary of the General Meeting of Shareholders considers the applications

of shareholders (their representatives) to participate in the debates on the agenda items and

transfers them to the Chairman of the General Meeting of Shareholders. The decision on

participation in the debates on the agenda items is made by the Chairman of the General

Meeting of Shareholders.

5. VOTING AT THE GENERAL MEETING OF SHAREHOLDERS

5.1. The voting at the General Meeting of Shareholders is based on the principle

“

one

voting share -

one vote”

excluding the following cases:

the cumulative voting for election of the Board of Directors of the Bank;

there are fractional shares giving their holders the rights in the amount

corresponding to the part of the fractional share in the whole share.

Members of the Counting board shall collect the completed and signed voting ballots.

If for any reason the shareholder (representative of the shareholder) did not submit the

ballot during the voting, it is con sid e red tha t such shareholder does not participate in

the voting and his/her vote is not taken into account when counting the voting results.

5.2. The voting ballot includes:

full name of the shareholder;

the number of voting shares of the Bank he/she holds;

full company name and location of Vozrozhdenie Bank;

the form of holding of the General Meeting of Shareholders (meeting or absentee

voting);

date, venue, time of the General Meeting of Shareholders

postal address for sending completed ballots;

deadline for submission of voting ballots;

the wording of decisions on each item (name of each candidate) on which the voting

is executed;

the voting options on each agenda item including

“pro”, “contra” or

“abstain”;

the notification that the voting ballot shall be signed by the shareholder or

his/her representative;

clarifications on the procedure of its completion under the applicable legislation of

the Russian Federation.

5.3. In the ballot used for cumulative voting, such voting options as "pro", "contra" and

"abstain" are given once in respect of all candidates on the list of candidates to the Board of

Directors of the Bank, and there should a box for indicating the number of votes cast for a

candidate against each candidate. The number of candidates among which votes are

distributed in the event of cumulative voting may exceed the number of those to be elected to

the Board of Directors of the Bank.

5.4. Persons registered for participation in the General Meeting of Shareholders held

in the form of a meeting shall be entitled to vote on all agenda items since the opening of the

General Meeting of Shareholders and until its closing, and if the voting results and decisions

adopted by the General Meeting of Shareholders are announced at the Meeting - since the

opening of the General Meeting of Shareholders and until the beginning of counting of votes

on the agenda.

Those who have not voted shall be given time for voting after the end of the

discussion of the last item on the agenda of the General Meeting of Shareholders (last

agenda item having a quorum) and before the closing of the General Meeting of

Shareholders (the beginning of vote counting).

5.5. Should two or more voting ballots of one person with different options of voting on

one agenda item of the General Meeting of Shareholders be found in the course of vote

counting, all such voting ballots shall be deemed invalid in respect of such agenda item.

This rule does not apply to the voting ballots signed by the person issuing the power of

attorney to vote in regard to the shares submitted after the date of the list of persons entitled

to participate in the General Meeting of Shareholders, and (or) the persons acting under such

powers of attorney where the number of votes cast for the corresponding voting option is

indicated in the voting boxes specifying the number of votes cast for each voting option, and

where there are appropriate marks prescribed by regulations of the federal executive body

for the securities market.

5.6. The fact the voting ballot is deemed invalid on one, several or all items for voting

by means of this ballot shall not be cause for excluding the votes of such ballot when

determining that there is a quorum.

5.7. If there are more than one voting options left as to one or more candidates in the

voting ballot on election of members of the Audit Commission of the Bank, such ballot shall be

deemed invalid only with regard to the voting on the candidate(s) for whom there are more

than one voting options left.

5.8. Votes on the ballot which is not signed by the person (representative of the person)

entitled to participate in the General Meeting of Shareholders shall not be taken into account

when summarizing the voting results at the General Meeting of Shareholders.

Votes on the ballot which is not signed by the person (representative of the person)

entitled to participate in the General Meeting of Shareholders shall not be considered when

determining that there is a quorum at the General Meeting of Shareholders held in the form of

absentee voting, as well as when determining that there is a quorum at the General Meeting

of Shareholders held in the form of a meeting if the voting was carried out by sending the

ballot to the Bank, which received the ballot no later than two days before the General

Meeting of Shareholders.

5.9. Should the agenda of the extraordinary General Meeting of Shareholders include

the items related to early termination of office of members of the Board of Directors and

election of new members of the Board of Directors, the vote on election of new members of

the Board of Directors of the Bank shall not be held unless the decision is made to early

terminate office of the previously elected members of the Board of Directors.

5.10. If the agenda of the General Meeting of Shareholders includes not only the issue

of electing the Audit Commission of the Bank, but also the issue of electing members of the

Board of Directors of the Bank, when summarizing the results of voting on election of the Audit

Commission, the votes on shares owned by the candidates elected to the Board of Directors

and the votes on shares owned by persons holding positions in the executive bodies of the

Bank shall not be taken into account. The votes on shares owned by members of the Board of

Directors whose powers have been terminated shall be taken into account when determining

that there is a quorum and when summarizing the results of voting on election of the Audit

Commission.

5.11. Should the voting ballots be considered invalid by the Counting Board, the

votes on such ballots (excluding counting votes for determining that there is a quorum) shall

not be taken into account. After drawing up and signing of the Minutes on the voting results

of the General Meeting of Shareholders, the Counting Board seals up the ballots and

submits them to the archives of the Bank for keeping.

5.12. The Counting Board shall prepare the Minutes on voting results. The Minutes on

voting results shall be prepared within three working days after closing of the General

Meeting of Shareholders or the deadline for filing the ballots when holding the General

Meeting of Shareholders in the form of absentee voting.

The Minutes on voting results of the General Meeting of Shareholders prepared by the

Counting Board shall be signed by the persons authorised by the Registrar.

5.13. The decisions made by the General Meeting of Shareholders as well as the

voting results may be announced at the General Meeting of Shareholders during which the

voting was held and shall be disclosed to the persons included to the list of persons entitled

to participate in the General Meeting of Shareholders in the form of a report on voting

results as required for notification on holding the General Meeting of Shareholders within

four business days after the date of closing the General Meeting of Shareholders or the

deadline for filing ballots when holding the General Meeting of Shareholders in the form of

absentee voting.

If as at the date of compiling the list of persons entitled to participate in the General

Meeting of Shareholders in the register of

the Bank’s

shareholders, one of the persons is a

nominee shareholder, the report on voting results is forwarded in electronic form (in the form

of an electronic document signed by electronic signature) to a nominee shareholder. The

nominee shareholder shall disclose the report on voting results received under this clause to

his/her depositors report on the voting results obtained by him in the manner and within the

time established by regulations of the Russian Federation or the deposit agreement.

6. MINUTES OF THE GENERAL MEETING OF SHAREHOLDERS

6.1. The Minutes of the General Meeting of Shareholders is based on the agenda,

participants

’

key points of speeches, registration log and the Minutes on voting results

prepared by the Counting Board.

Approval of the decision by the General Meeting of Shareholders and the Bank's

shareholders present when making this decision shall be confirmed by the Registrar

performing the functions of the Counting Board.

6.2. The Minutes of the General Meeting of Shareholders shall be prepared in two

copies within three business days after closing of the General Meeting of Shareholders.

Both copies shall be signed by the Chairman and the Secretary of the General Meeting of

Shareholders.

The Minutes of the General Meeting of Shareholders shall include:

full company name and location of the Bank;

type of the General Meeting of Shareholders (annual or extraordinary);

form of holding the General Meeting of Shareholders (meeting or absentee voting);

the record date for the General Meeting of Shareholders;

date of the General Meeting of Shareholders;

venue of the General Meeting of Shareholders held in the form of joint presence

(address where the meeting is held);

agenda of the General Meeting of Shareholders;

start and end time of registration of persons entitled to participate in the General

Meeting of Shareholders held in the form of joint presence;

opening and closing time of the General Meeting of Shareholders held in the form of

joint presence, as well as start time of vote counting if the decisions made by the General

Meeting of Shareholders and their voting results are announced at the General Meeting of

Shareholders;

postal address(es) to which completed voting ballots were addressed;

number of votes on each agenda item owned by those on the list of persons entitled

to participate in the General Meeting of Shareholders;

number of votes per voting shares of the Bank for each agenda item of the General

Meeting of Shareholders determined considering Clause 3.7. of the Procedure;

number of votes on each agenda item owned by the persons who participated in

the General Meeting of Shareholders indicating whether there was a quorum on each item;

number of votes cast for each voting option

(“

pro

”,

“contra”, and

“abstain”)

on each

agenda item of the General Meeting of Shareholders having a quorum;

information about the persons who took part in the meeting (participants of the

meeting). For the purpose of the Procedure, participants of the meeting refer to the list of

individuals (their full name) and legal entities (their full company name) who took part in the

voting by sending ballots or by attending the meeting;

information about the persons who voted against the decision of the General Meeting

of Shareholders on some agenda item and who required making a record thereof in the

Minutes;

wording of the decisions approved by the General Meeting of Shareholders on each

agenda item;

highlights of speeches and names of the speakers on each agenda item of the

General Meeting of Shareholders held in the form of joint presence;

full company name and location of the Registrar performing the functions of the

Counting Board as well as names of the authorised representatives;

Chairman (Presidium) and Secretary of the General Meeting of Shareholders;

date of the Minutes of the General Meeting of Shareholders.

6.3. The decision of the General Meeting of Shareholders is considered approved

(becomes legally effective) since the announcement of the approved decisions and voting

results on agenda items at the General Meeting of Shareholders, and if not announced

–

from the date of the Minutes of the General Meeting of Shareholders.

6.4. Minutes of the General Meeting of Shareholders are permanently kept at the

location of the sole executive body of the Bank.

6.5. Upon written request of the shareholder, as well as upon the request of members

of the Board of Directors, members of the Management Board, heads of internal

divisions, and branch managers of the Bank, a copy of the Minutes of the General Meeting of

Shareholders, or an extract thereof shall be provided.

A copy of the Minutes of the General Meeting of Shareholders or a n extract thereof

are prepared within seven days from the date of receiving the relevant request.

Copies of the Minutes of the General Meeting of Shareholders and extracts thereof

are signed by the Secretary of the Board of Directors and are certified with the seal of the

Bank.

7. FINAL PROVISIONS

7.1. This Procedure shall be approved by the General Meeting of Shareholders, by the

majority of votes of the shareholders participating in the General Meeting of Shareholders

upon the proposal of the Board of Directors of the Bank.

7.2. Amendments and alterations to the Procedure or approval of its revised version

shall be made by the General Meeting of Shareholders in the manner prescribed by the

applicable legislation of the Russian Federation and by the Articles of Association of the

Bank.

7.3. Should some clauses of this Procedure conflict with the applicable legislation of

the Russian Federation because of changes in the legislation, laws and regulations shall

prevail. In such cases the Bank's shareholders, members of the Board of Directors, the

Chairman of the Management Board and members of the Management Board as well as

internal divisions of the Bank shall be governed by the applicable laws and regulations of

the Russian Federation until amendments to the Procedure have been approved.

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