The Company Limited by Shares (The Joint- Stock Company)

Joint - Limited Liability Company

Provision

Joint - Stock Company

Charter and constituent agreement

Constituent documents

Charter

Besides those set by law, addIiona1 rights and duties may be set by constituent documents

Rights and duties of shareholders (participants)

Set by law, additional rights and duties (not contradicting the law) may be set by the Charter

Possible at any time, with payment of the actual value of participatory share

Withdrawal from the company

Impossible

Possible with recourse to court, at appeal of participants possessing not less than 10% of participatory shares

Dismissal from the company

Impossible

Defined by constituent documents

Making additional contributions to assets

Impossible

May exist. Members of the executive body may not have over a quarter of positions

Board of directors

Compulsory if over 50 shareholders. Members of the executive body may not constitute the majority

Access to accounting documents

Participants’ right to information

Access to financial reports

Not required

Establishment of reserve fund

Compulsory

The law contains the extensive list of limitations

Limitation of the circulation of shares (stakes) (participatory shares (stakes))

At closed joint-stock companies shareholders have the priority right to purchase shares

At open joint-stock companies- free circulation

1. At the company’s

initiative: may not be

done 2. Company is to purchase participatory share:

a) If a prohibition to transfer the participatory share to the third parties exists in the Charter and participants refuse to acquire it

b) If there is no consent in the Charter for transfer of the participatory share to a participant or to a third party

c) In case of participant’s withdrawal or dismissal

d) In case the contribution to the charter capital was not made in full

Participants alienating their shares (participatory shares) to the company

1. At the company’s initiative:

a) By the general meeting of shareholders’ decision on reducing charter capital

b) By the decision of the board of directors, but not more than 10% of the charter capital

2. Company is to purchase shares by request of shareholders in case of Charter amendment that infringes the lawful rights of shareholders, if these shareholders did not vote or voted against the amendments:

a) In case of reorganization

b) In case of liquidation

c) In case of the major transaction