Competence of the Board of Directors

The Board of Directors shall be responsible for the overall management of the Company activities except for the issues that are within the terms of reference competence of the General Meeting of shareholders.

The terms of reference of the Board of Directors shall include resolving of issues of overall management of the Company activities except the issues that come within the terms of reference of the General Meeting of the shareholders.

The following issues come exclusively within the terms of reference of the Board of Directors:

  1. setting the priorities of the Company activities;
  2. calling the Annual and Extraordinary General Meetings of shareholders except cases provided in paragraph 18.7 Article 18 of these Articles of Incorporation;
  3. approval of the agenda of the General Meetings of shareholders;
  4. appointing the date of completing the list of persons entitled to attend the General Meeting of shareholders and resolving other issues within the terms of reference of the Board of Directors concerning the preparation and conducting of the General Meeting of shareholders;
  5. increase of the authorized capital of the Company by floating additional shares within the limits of authorized number of shares and by floating loan and other issued securities of the Company;
  6. assessment of the value (monetary evaluation) of assets, cost of floating and redemption of the issued securities;
  7. redemption of shares, loan and other securities issued by the Company in cases provided by the Federal Law «On Joint Stock Companies»;
  8. election of the General Director of the Company and early termination of his/her term of office;
  9. determination of the quantitative composition and the term of office of the members of the Executive Board;
  10. determination of the amounts of remunerations and compensations paid to the General Director and to members of the Executive Board of the Company, approval of labor agreements concluded with them;
  11. appointment of the members of the Executive Board and approval of candidates for the positions of deputies of the General Director by the General Director’s advice and early termination of their term of office;
  12. recommendations on the amounts of remuneration and fees paid to the members of the Auditing Commission and to the members of the Board of Directors, and determining of the amount of fees of the Company Statutory Auditor;
  13. recommendations on the amount of dividends on shares and the order of payment thereof;
  14. utilization of the reserved and other funds of the Company;
  15. approval of the internal documents of the Company, except internal documents the approval of which, under the Company Articles of Incorporation, is placed under the terms of reference of the executive bodies of the Company;
  16. setting up branch offices, opening of Company representative offices and closure thereof;
  17. making amendments in the Company Articles of Incorporation concerning the creation of branch and representative offices of the Company and liquidation thereof;
  18. resolving issues concerning the establishment of subsidiary companies and Company participation in other organizations, except cases provided in subparagraph 16 of paragraph 16.8. hereby;
  19. approval of major transactions (to include loans, credits, pledges, guaranties) or several interconnected transactions involving assets of the value amounting to 25 (twenty five) to 50 (fifty) percent of the balance sheet value of the Company assets in the order provided in the Article 79 of the Federal Law «On Joint Stock Companies» and transactions on sale and purchase of aircraft, aircraft long term leases with subsequent transfer of the title to the lessee, under financial lease of aircraft as a security of financing and refinancing of loans;
  20. approval of transactions provided in Chapter XI of the Federal Law «On Joint Stock Companies»;
  21. approval of a transaction, a succession of transactions or several interconnected transactions (to include loans, credits, pledges, guaranties) concerning a purchase, disposal or possible disposal by the Company directly or indirectly of assets of the total value of 15,000,000 (fifteen million) US dollars (or equivalent of the said amount at the date of the decision on the approval of the relevant transaction) up to 25 percent of balance sheet value of the Company assets at the date of the decision on the approval of the relevant transaction;
  22. approval of the appointment of the specialized registrar of the Company and the terms and conditions of the contract with him;
  23. approval of the plan of production, commercial, financial and economic activity, budget of the Company, including funding the capital investments of the Company;
  24. approval of the organizational structure of the Company;
  25. other matters provided by the Federal Law «On Joint Stock Companies» and these Articles of Incorporation;

Matters referred to the jurisdiction of the Board of Directors of the Company may not be delegated to the executive authority of the Company.

Members of the Board of Directors elected by the general meeting of shareholders in the manner provided by the Federal Law «On Joint Stock Companies» and the Charter of the Company for a term until the next annual meeting of shareholders of 11 (eleven) persons.