Material Facts

Report of material fact concerning EGM.

Aeroflot-Russian Airlines Joint Stock Company

Location: Leningradsky Prospekt, 37, bldg 9, Moscow, 125167

Issuer code: 00010-A

Date of fact appearance: 9.08.2004

Material fact code: 1300010A09082004

Minutes № 4, August 9, 2004 of the Board of Directors Meeting

THE FOLLOWING DECISIONS WERE ADOPTED:

On the first issue:

To approve Mr. I. Y. Livitin, Transportation Minister of Russian Federation, Aeroflot Board of Directors Member, as a chairman of Aeroflot Board of Directors meeting on August 9, 2004.

On the second issue:

To hold Aeroflot special general stockholders meeting on October 23, 2004; the form of the special stockholders meeting is a Meeting. To determine Sheremetyevo 1, bldg 6, Moscow, Aeroflot Aircraft Personnel Training Center as the place of the Meeting. The meeting is to start at 10 a.m.

On the third issue:

To approve the agenda of the stockholders meeting including issues proposed by a plenipotentiary who represents stockholders owning 10% Company’s voting stocks.

On the fourth issue:

To approve September 23, 2004, (the end of the day) as the last date of receiving proposals on candidates to Aeroflot Board of Directors.

On the fifth issue:

To approve August 25, 2004, (the end of the day) as the date of compiling list of persons who have the right to participate in the special stockholders meeting.

On the sixth issue:

To approve Aeroflot JSC, Leningradsky Prospekt, 37, bldg 9, Moscow, 125167 as the postal address where filled voting papers can be sent to.

October 20, 2004, (the end of the working day) is the last day of receiving voting papers.

On the seventh issue:

To consider at Aeroflot Board of Directors Meeting on September 1, 2004, the issue on the Company’s redemption price of stocks by stockholders’ request along with other principal issues of Aeroflot financial and economic activity under the Company Board of Directors authority.

On the eighth issue:

1.      To approve the procedure of informing stockholders about the Company special stockholders meeting.

2.      To consider the words of the report on holding Aeroflot special stockholders meeting, and approve it at Aeroflot Board of Directors Meeting on September 1, 2004.

On the ninth issue:

To approve the list of information (materials) presented to stockholders while preparing for the Company special stockholders meeting and its presentation procedure.

On the tenth issue:

For appropriate preparation and holding Aeroflot special stockholders meeting to conduct the Board of Directors Meeting on September 27, 2004, at 18.30, and to consider there the following issues:

1.      On draft decision on the next Aeroflot special stockholders meeting concerning the large deal.

2.      On graft of a new wording of the Company Articles of Association.

3.      On graft of the regulations on the Company Board of Directors.

4.      To consider proposals of stockholders owning 2% Company’s voting stocks concerning candidates to the Company Board of Directors.

5.      To approve the list of candidates to Aeroflot Board of Directors.

6.      To approve the form and text of voting papers.

7.      To approve draft agenda, voting procedures, structure of the authorities of the stockholders meeting.

 

Deputy Director General
on Strategic and Corporate Development                                                  S. S. Kharitonov