Below a brief summary of the documents which establish the ownership rights of shareholders to the shares in a Russian joint stock company ("JSC") and other relevant issues.

1. TITLE OVER SHARES

1.1 Pursuant to the Federal Law "On Securities Market" ("Securities Law"), rights of holders of emissive (issued) non-documentary shares (shareholders and shares) to such shares are be certified by:

a. relevant records of "personal" accounts of shareholders (in the case of shares registered in share register held by a professional registrar or the JSC itself); or

b. relevant records of "depo" accounts of shareholders (in the case of shares held with a depositary).

1.2 Pursuant to the Securities Law, ownership rights to shares shall be deemed to be transferred to the acquiror of such rights:

a. at the moment of entering relevant records to the personal account or depo account, as applicable (see above) of the acquiror.

2. RIGHT OF SHAREHOLDER TO RECEIVE INFORMATION ABOUT TITLE TO ITS SHARES

2.1 Extract from the Personal Account

Pursuant to "Regulations on holding the register of registered securities" approved by Decree of the Federal Commission of Securities Market (now named as the Federal Service for Financial Market – "FSFM") No. 27 dated 2 October 1997 ("Regulations No. 27"), a person (or its authorised representatives) who is registered with the relevant registrar (registered person) shall have the right to submit an instruction to the registrar requesting an extract from the personal account of such registered person which shall prove the number of shares in the charter capital of a relevant JSC held by such registered person.

Regulations No. 27 stipulate that the registrar is required to provide the registered person with an extract from the personal account within five working days following the receipt of the relevant instruction from the registered person.

2.2 Extract from the Depo Account

Pursuant to "Regulations on depository activity in the Russian Federation" approved by Decree of FSFM No. 36 on 16 October 1997 (Regulations No. 36), a person (or its authorised representatives) who is registered with the relevant depository (registered person) shall have a right to submit an instruction to the depository requesting an extract from the depo account of such registered person which shall prove the number of shares in the charter capital of a relevant JSC held by such registered person.

The depository is required to provide the registered person with an extract from the depo account within the terms provided for by internal regulations of the depository and by the agreement between the depository and the registered person.

2.3 Report on Operations over Personal (Depo) Account

In addition to the rights mentioned in sections 2.1 and 2.2 above the registered person shall have a right (upon written request to the registrar or, as the case may be, the depository) to receive a report about all operations over the personal (or depo) account of the registered person for a specified period of time.

2.4 List of all shareholders

Pursuant to the Securities Law the registrar shall provide to a shareholder who holds more than 1% of voting shares in the charter capital of the relevant JSC information about name of all registered persons who hold shares of this JSC, as well as the amount, type, and nominal value of shares held by such registered person in the charter capital of the relevant JSC.

3. LIST OF DOCUMENTS TO INVESTIGATE THE TITLE OVER SHARES

3.1 In order to investigate the history of title over shares we would suggest to review the following documents:

a. extract from the personal (or depo) account of the registered person (to be requested from the registrar/depository);

b. report about all operations over the personal (or depo) account of the registered person for a specified period of time (to be requested from the registrar/depository);

c. agreements for sale and purchase of the relevant shares and evidence of payment for such shares (to be held by the parties to the relevant transactions);

d. copy of transfer orders (if any) which may be kept by the parties to the relevant transactions;

e. foundation agreement and protocol of the foundation meeting of founders of the relevant JSC;

all other documents which may establish (in the past, at present or in the future) rights of third party to the relevant shares, including, but not limited to, option agreements, documents regarding any additional issuance of shares, etc.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.