Approved

General Assembly of Founders

Protocol № 1

2008/07/11

Charter of the Russian Association of Financial Market Members

Guryevsk

2008

1. General provisions

1.1. The Russian Association of Financial Market Members, hereinafter "Association", is a voluntary consolidation of legal entities – commercial organizations operating at the financial markets - in noncommercial organization which was established for rendering assistance to its members in achievement of an objective prescribed in the Charter.

1.2. Association acts in accordance with Constitution of the Russian Federation, Civil Code of the Russian Federation, Russian Federal law "On Non Commercial Organizations", present Charter.

1.3. Long title of the Association is the Russian Association of Financial Market Members. Short title is the RAFMM.

1.4.Principle place of the Association: 2a, Lenina St., Guryevsk, 238300, Kaliningrad region, Russian Federation.

1.5. The Association accrues the rights of legal entity from the moment of registration.

The Association has solitary property, independent balance, a right of opening accounts including foreign currency accounts in banks and their outlets. It has round seal, stamp, letterhead, and other means of visual identification.

1.6. The Association in its own name for achievement of an objective has a right to conclude the contracts, acquire real property, incur obligations, to be claimant and respondent in court.

1.7. The Association has a right to found branch organizations, chapters and representations within the Russian Federation and in other countries, to be a Founder (Member) of economic partnerships and communities including enterprises with foreign investments, become a member of associations and unions.

Structural subdivisions for the most important lines of activities can be founded in the Association.

Branches and representations are not legal entities. They are vested with property at the expense of the Association, have their own balances as a part of consolidated balance-sheet.

1.9.1. Branches and representations act according to "Branch and representation statute" approved by the General Assembly of the Association, Russian legislation and legal system of country where branch or representation is situated.

1.10. Interference of government, public or other authorities except the specially authorized bodies in the activity of the Association, is not admitted.

1.11. The Association is liable for its obligations by all its property. Property transferred to the Association by its Members is demesne of the Association. The Members of the Association do not reserve the right to property transferred to the Association’s one.

2. The Association’s Founders

2.1. The Founders are legal entities:

• "Western Guarantor" ltd. (PSRN 1083906004885, Vat number 3906186173)

• "Investment company "United World Capital" ltd. (PSRN 1077763934830, Vat number 7733635396)

• "Corsa Capital" ltd. (PSRN 1071690074059, Vat number 1657072123)

• "Trend Line" ltd. (PSRN 1063905002930, Vat number 3905071589)

3. Goals and objectives of the Association’s activity

3.1. The main goals of the Association are:

• Protection and representation of interests of the Association’s members working at financial markets;

• Influence at drafting by representative and executive bodies of the Russian Federation of juridical, economical and social policy equitable to the professional interests of the Association’s members and assistance in its realization;

• Counteraction to monopolism and unscrupulous competition in the field of financial market activity;

• Assistance in the development of companies working at financial markets;

• Assistance in creation of financial and economic facilities for members of the Association;

• Representing of the Association members’ interests in international organizations;

• Coordination of its members’ business activity, representation and protection of their privities of estate.

• Bringing the Russian sector of world financial market to conformity with international standards.

• Assistance to members of the Association in personnel training for official evaluation.

• Efficient interrelation on the countermeasures in regards to money laundering and terrorist financing;

• Mending the internal clearing mutual relations;

• Work on exposure hedging of companies and customers’ deposits

• Elaboration of influence mechanisms on international financial markets

• Prosecution of fair competition at the international financial markets

• Creation of positive image and active participation in capturing of prestige for Russian financial market members

If by the decision of members the Association is assigned to business activity, the Association is converted to economic society or partnership on terms prescribed in the Civil Code of the Russian Federation or may found economic society for business activity and be a part of it.

On the assumption of the goals, the main objectives of the Association are:

• attraction of intellectual, financial, organizing and other resources of the Association’s members for the best realization of their professional interests;

• legal protection of the Association’s members’ interests contributed to the comparable improvement of their competitive strength at the domestic and international markets;

• participation in formulation of federal, regional and local regulatory and non-regulatory enactments and business intercourse habits;

• organization of informational, consulting and methodological assistance to members of the Association;

• development of database and other information systems contributing efficient work of the Association’s members;

• initiation and sponsorship of projects and programs directed to implementation of charter’s goals and objectives of the Association;

• creation of foundation and forms of cooperation for the Association’s members allowing them to use the facilities of each other for more successful business running;

• providing members and other involved legal entities with services and remissions;

• international collaboration with commercial and non-commercial organizations, development of business contacts with them with the purpose of the Association’s task solution;

• statistic and analytical information processing, pursuance of the marketing researches;

• assistance to members of the Association and other involved legal entities in consolidation of resources for implementation of large financial programs.

3.3. Goals and objectives of the Association’s activity determine the object of the Association’s activity.

• formulation of uniform rules and regulations of the financial market members’ activity

• participation in drafting of regulatory and legal enactments directed to the government regulation of financial markets;

• setting of moral and ethical standards of interactions with clients and other members of financial markets;

• development and implementation of different innovative technologies;

• organization of conferences, seminars, symposia, training and participation in them;

• development of software for efficient activity of the Association’s members;

• protection of financial markets members’ interests;

• detection of financial markets members’ loyalty and development of loyalty system;

• creation of unified licensing system for members of stock markets and formulation of rules for participation in it.

• Other activities warrantable by law.

4. MEMBERSHIP IN THE ASSOCIATION

4.1 The Association members are Founders and also new involved legal bodies who deposit annual admission fee and implement the Charter provisions and the Articles of Association.

4.2.1. The Association members retain their independence and legal body rights.

5. RIGHTS AND LIABILITIES OF THE MEMBERS

5.1. The members of the Association have the following rights:

5.1.1. Take part in the Association management.

5.1.2. Obtain information about Association’s activity, its plans and programs.

5.1.3. Request information from the Association regulatory bodies about decision implementing of the Association General Assembly and its offers.

5.1.4. Submit offers for discussion at the Association General Assembly.

5.1.5. Apply to the Association regulatory bodies with questions related to its activity.

5.1.6. Get consulting, methodical, juridical and another support from the Association.

5.1.7. Enjoy the usage right of the Association data base, goods and services, top-priority right to participate in the Association’s arrangements.

5.1.8. Enjoy the discounts, benefits and services developed for the Association members at the General Assembly.

5.1.9. Use the services of companies and organizations developed within the Association on a contractual basis.

5.1.10. Transfer the property ownership to the Association.

5.1.11. Get the part of property remained after settlements with creditors in case of the Association breakup, in the proportion of property deposit.

5.2. The Association members are obliged to:

5.2.1. Follow the Charter provisions and Regulations.

5.2.2. Take part in the Association affairs.

5.2.3. Ante up periodical (annual) and target contributions which size is determined by the General Assembly members.

5.2.4. Provide information necessary for handling the matters concerning the Association activities.

5.3. Damage inflicted due to the Association members is covered in full measure by decision of the Association General Assembly.

The amounts of damage reparation are deposited to the operating account within 10 days from decision taking.

5.4. The Association member who does not fulfill or fulfills his obligations not well, breaks his commitments to the Association and prevents the normal work of the organization by some actions or inactions can be excluded from it by the General Assembly decision.

5.5. The General Assembly has a right to enforce punitive sanctions to the Association members on terms and in the order prescribed in the Regulations.

6. The procedure of members’ inclusion/ secession.

6.1. The Association is open to joining of new members.

6.2. Any juridical person, who recognized the Charter and the Articles of Association and capable of contributing in realization of objects and goals, defining by the Association, can be a member of the Association.

6.3. Inclusion of new member of the Association is made by the General Assembly of the Association members on the grounds of the handed in application addressed to the President of Association, who represents the applicant in the nearest from the date of filing General Assembly of members.

6.4. Applicant must contribute the admission and annual fee during the 10 days from the day of the Association’s General Assembly decision of inclusion as the Association member.

6.5. The applicant is considered the Association’s member after the admission and annual fee contribution and signing of the relevant protocol.

6.6. The President of Association keeps a register of the Association’s members.

6.7. The rights of the Association’s member can not be handed over to the third party.

6.8. Secession of the member from the Association is realized by the submission of the written application. Not later than 6 month after the filing by the member of application for cessation of Association membership, the Association must:

6.8.1. Assign the period of the property restitution, transferred by this member to the Association’s daily management.

6.8.3. Make financial and credit calculations with the retiring member according to the agreement, concluded with the Association.

6.8.4. Decide the order of the fulfillment by the member of the assumed earlier commitments in relation to other members and the Association as a whole.

6.8.5. Settle other issues relating to the member secession from the Association.

6.8.6. After the decision of all mentioned above issues, the resolution about the applicant secession from the Association confirmed in the nearest members General Assembly.

6.9. The admission and annual fee of members are not the subjects to return. The special-purpose contributions are returned in the extent that was not spent on the execution of the special-purpose program.

7. The direction procedures of the Association’s activity.

7.1. The Association direction is exercised by the General Assembly of the Association’s members and the President of Association, or by other bodies, set up by the decision of the General Assembly of Association’s members.

8. THE GENERAL ASSEMBLY OF THE ASSOCIATION’S PARTICIPANTS

8.1. The Association General Assembly is a highest managing body. The principal function of the Association General Assembly is the goals’ enforcement by its participants.

The electoral quotient from each Association’s participant is the one representative with a right of one vote.

8.2. The General Assembly of the Association’s participants (their representatives) can make decision on all questions concerning Association’s activity, submitted on the agenda by any Association’s participant or President.

8.3. The Association General Assembly exclusive competence is:

1. The Association’s Charter and Articles of Association approval, their alteration and amendment.

2. Determination of the Association’s priority lines of activity, principles of formation and use of its property.

3. Election of the Audit Commission, decision making about early termination of their powers, the Audit Commission reports’ approval.

4. Election of the Association’s President, decision making about early termination of his powers, the President reports’ approval.

5. Sizing up and contributory scheme; sizing up of the target contribution.

6. Decision making about Association’s reorganization or liquidation.

7. Approval of the liquidation balance-sheet.

8. Development and adoption of the Regulations about Association’s membership and other internal regulatory documents.

9. Approval of the annual report and annual balance sheet.

10. Association’s branches and representative offices’ opening.

11. Association’s participation in other organizations.

12. Decision making about admission of a new participants or exclusion of the active participants from the Association’s membership.

8.4. The Association General Assembly is competent if more than half of its participant is present on it. The Association General Assembly decisions on the principle: 1 (one) member - 1 (one) vote with the simple majority of the voices, which are present at the meeting.

The Association General Assembly decisions according to questions of the present Charter’s provision, concerning its exclusive competence, are made by no less than 2/3 (two-thirds) majority of votes.

8.5. The voting procedure is specified by the General Assembly.

8.6. The regular Association General Assembly is called at least annually, no later than 2 (two) months before the end of the fiscal year. The fiscal year is from the 1st of January to 31st of December. The first fiscal year of the Association is assigned from the registration date to 31st of December of year in which the registration took place.

8.7. The special Association General Assemblies are called if it is necessary and also at the initiative of the Association’s President or Audit Commission or no less than 20% (twenty percent) of the Association’s participants – during one month from the date of President’s notification. The notice day is considered the day of obtaining the written request with the requirement of the calling the special Association General Assembly by the President (in his absence by secretary) with the date of receipt and signature of the President (secretary) at the request’s copy

8.8. The President must announce about the place and time of the Association General Assembly and also about the assumed agenda no later than 14 days before the designated period.

9. President of the Association.

9.1. Executive body of the Association is President appointed and removed from post by the General Assembly of the Association.

9.2. The president is individual permanent executive body of the Association. He carries out general and operational management of the Association’s activity, regulated by the General Assembly of the Association and organizes implementing of its decisions. The president has responsibility for the results of his activity to the Association.

9.3. The president without power of attorney and on the basis of Charter acts in the name of Association, represents its interests in relations with citizens and legal entities. Within the bounds of conferred rights he administers the estate and funds of the Association, opens clearing and other accounts in banks and credit institutions, conclude contracts including labor ones, executes power of attorney, issues orders and decrees, gives instructions obligatory for execution by all members of the Association on terms related to his competence.

9.4. Competence of the President includes:

• materiel and technical support of the Association’s activity within internal resources of the Association;

• call on additional sources of financial and materiel supplies for charter activity;

• reporting to the General Assembly of the Association;

• organization of regular and special meetings of the Association’s members;

• Approval of management structure, personnel list and official duties;

• Solution of personnel and other affairs which are not related to exclusive jurisdiction of the Association General Assembly;

• Appointment of accounting manager, secretary and others;

• Presentation of question about exclusion from the members of the Association.

Competence of the President covers the solution of all questions which are not related to exclusive jurisdiction of the Association General Assembly.

9.5. President has a right to hold a special meeting of the Association General Assembly for making decision on urgent issue.

10. Associate property and sources of its formation

10.1. Association is financed basically by its members.

Initial periodical membership fee is paid by every candidate member at the same time as entrance fee. Second and next periodical membership fees are paid by every member of the Association during the first calendar month following after reporting financial year or on terms prescribed in the "Statute Concerning Membership" approved by the Association General Assembly.

10.2. Fees may be paid in money, securities, other property, non-property or other rights having monetary value. Cost of contributed property is estimated as agreed between members of the Association and Association General Assembly rubles denominated. Members of the Association forfeit the right of property disposition after making it over as a fee.

10.3. Amount of entrance and membership fees as well as procedure and form of fees payment, changes connected with period and forms of entrance fee payment are set by Association General Assembly.

10.4. Entrance and periodical membership fees are used for paying expenses of consulting service and support of activity prescribed in the present Charter.

10.5. Target contributions are destined for sponsorship of concrete arrangements and programs. Period, amount, procedure and forms of payment are settled by the Association General Assembly.

10.6. The Association uses transferred property of the Association’s member and rents the property for organization and carrying out of charter activity.

10.7. The Association reserves the right of ownership for monetary funds, property and other proprietary subject matter conveyed to legal entities in the form of fee, donation or by somebody’s will.

10.8. In the interest of objectives’ achievement which are prescribed in the Charter, the Association can found other non-commercial organizations and ally.

10.9. The Association may have in ownership or in operational administration buildings, housing, equipment, stock, monetary funds in rubles and foreign currency, securities and other property. The association may have in ownership or unlimited use land plots.

The association is liable by all its property which execution can be levied on by Law of the Russian Federation.

10.10. The sources of the Association’s property formation in monetary and other forms are:

• regular and non-recurrent credits from the Founders (members);

• voluntary property contributions and donations;

• dividends (incomes, interests) received on shares, bonds, other securities and holdings;

• incomes gained on the Association’s property;

• other legal incomes.

The procedure of regular incomes from the Founders (members) determines by Articles of the Association and Statute concerning membership approved by the Association General Assembly.

10.11. Income gained by the Association can not be distributed between the members of the Association.

11. ACTIVITIES CONTROL

11.1. The President’s activities control is handled by the Audit Commission of 3 (three) people, elected in the end of the calendar year by the Association General Assembly for a term of 12 (twelve) months.

11.2. The Audit Commission annually carries out no less than 1 (one) audit and counsels the annual President’s report.

The Audit Commission annually reported about the audit findings to the Association General Assembly. The auditor or all Audit Commission’s members sign the annual report as conformation of the provided information about the actual situation.

11.3. The special audit must be carried out on the request of the no less than 20% (twenty percent) Association’s participants.

11.4. The Audit Commission has a right to require from the Association’s participants and officials all necessary documents and personal explanations concerning Association’ activity.

In the case of the abuses’ revealing or threat’s occurrence to the essential interests of the Association’s members the Audit Commission has a right to require the special Association General Assembly’s calling.

11.5. The Association presents information about its activity to the State statistical bodies and taxation bodies, Association’s members and to other persons in accordance with the Russian legislation and the present Charter.

12. REORGANIZATION AND LIQUIDATION PROCEDURE

12.1. The Association’s reorganization is put over in the manner prescribed by the current legislation of the Russian Federation. The Association’s reorganization can be put over in the form of merger, consolidation, splitting up, separation and reforming. Association can be reorganized to the fund, the autonomous noncommercial organization, the economic society or partnership.

12.2. The Association’s reorganization is put over on the decision of the Association General Assembly, judicial body or other competent authority.

12.3. The Association’s management or body, which took a decision about liquidation, appoints the liquidation commission, set the terms and order of the liquidation, in coordination with body, which took the state registration.

12.4. The power of the Association’s business disposal is deputed to the liquidation commission.

12.5. The liquidation commission publishes about Association’s liquidation, the order and assertion of claims’ terms in the press for its creditors.

12.6. At the end of the assertion of claims’ terms for the creditors, the liquidation commission prepares an intermediate liquidation balance-sheet, which is approved by the Association General Assembly.

12.7. After the settlements with creditors liquidations commission draw up the liquidation balance-sheet approved by the Association General Assembly.

12.8. The property or its value remained after the creditors’ claims settlement is used to the Association’s and (or) charitable purposes.

12.9. During Association’s reorganization or liquidation all documents (administrative, financial and economic, staff, etc.) are passed to the legal successor in accordance with the established procedure.

In the absence of the legal successor, the permanent documents, which have the scientifically- historic importance, are turned in for the state storage to the archives, staff documents (orders, employee data card, registration cards, personal accounts, etc.) are turned in for the storage to the archive of the administrative district, on territory of which the Association is found.

The transfer and ordering of the documents is carried out by forces and from funds of the Association in accordance with the requirements of archives departments.

13. RESPONSIBILITY OF THE ASSOCIATION AND ITS MEMBERS

13.1. The Association does not incur the obligations of the Association members.

13.2. The Association members bear a subsidiary responsibility in the amount of one annual membership fee agreed at the moment of accepting the member to the Association.

13.3. In case of secession from the Association at the member’s discretion and/or his exclusion from the Association in accordance with point 5.4. of the Charter, he bears a subsidiary responsibility under the Association obligations proportionally to his fee during two years from the moment of separation.

14. FINAL PROVISIONS

14.1. Corrections and additions to the Association Charter are made by the General Assembly decision and come into effect from the moment of official registration in accordance with the procedure established by legislation.

14.2. Relations which can not be regulated by the present Charter are adjusted by the active legislation of the Russian Federation.