TABLE. comparing articles of the current version of the Articles of Association of PJSC "Aeroflot" and its new version

Transcription

1 TABLE comparing articles of the current version of the Articles of Association of PJSC "Aeroflot" and its new version Current Version Proposed Version. Grounds Par. 3 cl art. 11 The term the shares are to be purchased shall be at least 30 (thirty) days. The price of shares to be purchased by the Company is determined in accordance with Article 77 of the Federal Law "On Joint Stock Companies. Cl. 13.3, art Unless otherwise provided by the federal law, shareholders holding voting shares are entitled to demand from the Company to redeem all or part of their shares in the following cases: reorganization of the Company or entering into a major transaction, which was approved by the General Meeting of Shareholders in accordance with clause 3 of Art. 79 of the Federal Law "On Joint Stock Companies", if they voted against the decision on the reorganization or on approval of the said transaction or did not participate in the voting on these issues; Par. 3 cl art. 11 The term the shares are to be purchased shall be at least 30 (thirty) days. The price of shares to be purchased by the Company is determined by an independent appraiser who possesses an impeccable reputation and experience in the relevant field. Cl. 13.3, art Unless otherwise provided by the federal law, shareholders holding voting shares are entitled to demand from the Company to redeem all or part of their shares in the following cases: approval by the General Meeting of Shareholders of a decision on the reorganization of the Company or on consent to execution or further approval of a major transaction the subject of which is the property the value of which exceeds 50 percent of the book value of the Company's assets determined by its accounting (financial) statements as of the last reporting date (including transactions simultaneously being an interested party transaction), if they voted against the decision on its reorganization or against the consent to the execution or further approval of this transaction or did not participate in the voting on these issues; Recommendation of non-commercial partnership Russian Institute of Directors (hereinafter referred to as NP RID) aimed at improving the quality of corporate governance of the Company. The wording is aligned with par. 2, cl. 1 art. 75 of Federal Law No. 208-FZ dated December 26, 1995 On Joint-Stock Companies (hereinafter, the JSC Federal Law). Par. 4 cl Recommendation of NP RID aimed at

2 Par. 3 cl art. 16 The list of persons entitled to attend the General Meeting of Shareholders, except for information on declarations of intent by such persons, shall be made available for familiarization upon request of the person(s) included in the said list and holding at least one percent of the votes. Furthermore, details enabling the identification of individuals included in that list other than surname, name and patronymic may be disclosed only with their consent. Subcl. 13 cl art. 16 deciding on approval of transactions in cases provided for in article 83 of the Federal Law "On Joint Stock Companies". Subcl. 14 cl art. 16 Deciding on approval of major transactions in cases provided for in Chapter X of the Federal Law "On Joint Stock Companies". Cl. 17.2, art. 17 A notice of a General Meeting of Shareholders of the Company shall be given not later than 30 (thirty) days before the date thereof unless a Redemption by the Company of shares upon demand of shareholders is carried out at the price determined by an independent appraiser who has recognized reputation on the market and experience in appraisal in the relevant field. Par. 3 cl art. 16 The list of persons entitled to attend the General Meeting of Shareholders, except for information on declarations of intent by such persons, shall be made available for familiarization upon request of the person(s) included in the said list and holding at least one percent of the votes, within three days after the relevant request was received by the Company. Furthermore, details enabling the identification of individuals included in that list other than surname, name and patronymic may be disclosed only with their consent. Subcl. 13 cl art. 16 deciding on consent to execution and on further approval of transactions in cases provided for in article 83 of the Federal Law "On Joint Stock Companies"; Subcl. 14 cl art. 16 deciding on consent to execution or on further approval of major transactions in cases provided for in Chapter X of the Federal Law "On Joint Stock Companies". Cl. 17.2, art. 17 A notice of a General Meeting of Shareholders of the Company shall be given not later than 25 (twenty five) days before the date thereof unless improving the quality of corporate governance of the Company. Recommendation of NP RID aimed at improving the quality of corporate governance of the Company. The wording is aligned with subcl 15, cl. 1 art. 48 of the JSC Federal Law. The wording is aligned with subcl. 16, cl. 1 art. 48 of the JSC Federal Law. The term was shortened due to shortening the deadline for drawing up the list of persons entitled to participate in the General Meeting of Shareholders (paragraph 2, clause 1, of article 51

3 longer period is provided for by the laws. a longer period is provided for by the laws. of the JSC Federal Law). Subcl cl art. 17 The information (materials) to be made available to persons entitled to participate in the General Meeting during preparation for the General Meeting includes the following: the Company s annual report and an audit report of the Subcl cl art. 17 The information (materials) to be made available to persons entitled to attend the General Meeting of Shareholders during the preparation for the General Meeting shall include the Company s annual report and an audit report of the The wording is aligned with cl. 3, art. 52 of the JSC Federal Law. Company s Audit Commission, the annual Company s Audit Commission, accounting accounting (financial) statements of the (financial) statements of the Company, the Company, an auditor's report; a report of the Audit Commission on the audit of the annual financial statements, information on the persons nominated for election to the Company's Board auditor s report, the opinion of the Audit Commission of the Company on the results of the auditing of the annual accounting statements, information on the nominees for election to the of Directors and Audit Commission; Board of Directors of the Company and to the recommendations of the Company's Board of Audit Commission of the Company, Directors regarding distribution of profits, including the amount of dividends on the Company shares and the terms and conditions of payment thereof, and losses of the Company for the reporting year; draft amendments proposed to be made to the Company's Articles of Association or a draft of a new version of the Company's Articles of Association; and other information provided for by current legislation recommendations of the Board of Directors of the Company on the allocation of the profit including the amount of dividends payable on the Company shares and procedures of payment thereof, and of the losses of the Company at the end of the reporting year, proposed changes and amendments to the Articles of Association of the Company or a draft new revision thereof, opinions of the Company's Board of Directors of the Russian Federation on a major transaction, a report on interested and the Company's Articles of Association. party transactions entered into by the Company in the reporting year, and other information as provided by the applicable legislation of Russian Federation and the Articles of Association of the Subcl cl art. 17 The information (materials) included in the list of information that must be made available to Company. Subcl cl art. 17 The information (materials) included in the list of information that must be made available to The term was shortened due to shortening the deadline for drawing up the list of persons entitled to participate in the General Meeting of

4 shareholders during preparation for the General Meeting shall be accessible for the persons entitled to participate in the General Meeting during the 30 (thirty) days preceding the General Meeting in an office at the Company's location and in other places addresses of which are specified in the notice of the General Meeting. In addition, this information may also be posted to a special section of the Company s website if this is provided for in the decision of the Board of Directors on convening the General Meeting of Shareholders. Subcl. 15 cl art. 19 approval of the internal documents of the Company regulating the operations of the Board of Directors and commissions of the Board of Directors of the Company, except for the Regulations on Board of Directors of the Company as well as the general policy of risk management and internal control of the Company, defining the principles and approaches to organizing the system of risk management and internal control in the Company; Subcl. 17 cl art. 19 approving major transactions (including borrowings, credits, pledges, guarantees) or a series of related transactions involving the Company s assets amounting to 25 (twenty five) to 50 (fifty) percent of the book value of the Company's assets recorded in the financial shareholders during preparation for the General Meeting shall be accessible for the persons entitled to participate in the General Meeting during the 25 (twenty five) days preceding the General Meeting in an office at the Company's location and in other places addresses of which are specified in the notice of the General Meeting. In addition, this information may also be posted to a special section of the Company s website if this is provided for in the decision of the Board of Directors on convening the General Meeting of Shareholders. Subcl. 15 cl art. 19 approval of the internal documents of the Company regulating the operations of the Board of Directors and commissions of the Board of Directors of the Company, except for the Regulations on Board of Directors of the Company as well as the general policy of risk management and internal control of the Company, defining the principles and approaches to organizing the system of risk management and internal control in the Company, as well as consideration of reports on the work of committees, which are compulsorily established; Subcl. 17 cl art. 19 consenting to execution or further approving major transactions (including borrowings, credits, pledges, guarantees) or a series of related transactions involving Company s assets amounting to 25 (twenty five) to 50 (fifty) percent of the book value of the Company's Shareholders (paragraph 2, clause 1, of article 51 of the JSC Federal Law). Recommendation of NP RID aimed at improving the quality of corporate governance of the Company. The wording is aligned with subcl 15, cl. 1 art. 65 of the JSC Federal Law.

5 statements as at the latest reporting date in accordance with the procedure set forth in Article 79 of the Federal Law "On Joint Stock Companies"; Subcl. 18 cl art. 19 approving transactions referred to in Chapter XI of the Federal Law "On Joint Stock Companies"; Subcl. 19 cl art. 19 approval of a transaction or several interconnected transactions (including loans, credits, pledges, guaranties), other than transactions carried out in the course of the Company's regular business operations, in connection with a purchase, alienation or possible alienation by the Company directly or indirectly of assets the total value of which exceeds 100,000,000 (one hundred million) US dollars (or equivalent of the said amount) at the date of the decision on the approval of the relevant transaction and is less than 25 (twentyfive) percent of the balance sheet value of the Company s assets assessed according to the Company s financial statements at the latest reporting date, as well as approval of transactions for sale and purchase of aircraft, financial lease (leasing) of aircraft, long term leasing of aircraft (above 1 year), aircraft mortgage as a security for financing and refinancing of credits, except for cases when such transactions are approved in the order established for approval of major transactions or transactions involving specific interests; assets recorded in the financial statements as at the latest reporting date in accordance with the procedure set forth in Article 79 of the Federal Law "On Joint Stock Companies"; Subcl. 18 cl art. 19 consenting to execution or further approving transactions referred to in Chapter XI of the Federal Law "On Joint Stock Companies"; Subcl. 19 cl art. 19 approving a transaction or series of related transactions (including borrowings, credits, pledges, guarantees) other than transactions made in the ordinary course of business of the Company related to the acquisition, disposal or potential disposal by the Company, directly or indirectly, of assets worth more than US$100,000,000 (one hundred million U.S. dollars) (or the equivalent of this amount as at the date of the decision on approving the transaction) and amounting to less than 25 (twenty five) percent of the book value of the Company s assets recorded in the financial statements at the latest reporting date, and approving transactions involving the sale and purchase of aircraft, financial lease (leasing) of aircraft, long-term (over 1 year) lease of aircraft, aircraft mortgage as security for financing and refinancing of loans, excluding when such transactions require a consent or further approval as major transactions or interested party transactions; The wording is aligned with subcl. 16, cl. 1 art. 65 of the JSC Federal Law. The wording is aligned with Chapters X and XI of the JSC Federal Law.

6 Par. 2, cl. 20.5, art. 20 The most important agenda items shall be considered by the Board of Directors at physical meetings. Decision on issues provided for by subclauses 1, 3, 5, 13, 26 to 29 of clause 19.2 of article 19 hereof shall be made by a majority vote of all elected members of the Board of Directors. Par. 4, cl. 20.5, art. 20 Decisions on approval of the transactions referred to in subclause 17, clause 19.2 of Article 19 hereof shall be adopted by all members of the Board of Directors unanimously, the votes of the exiting members of the Board being disregarded. If the Company's Board of Director does not reach a unanimous decision on the approval of such a transaction, the Board may decide to bring this issue to the General Meeting of Shareholders. In such a case the decision on the approval of the transaction shall be taken by the General Meeting of Shareholders by a majority vote of the holders of voting shares present at the meeting. Subcl. 30 cl art. 19 considering financial activity of the Company for the reporting period (quarter, year), as well as results of evaluation of the effectiveness of the Board of Directors and executive bodies of the Company; Par. 2, cl. 20.5, art. 20 The most important agenda items shall be considered by the Board of Directors at physical meetings. Decision on issues provided for by subclauses 1, 3, 5, 13, 26 to 30 of clause 19.2 of article 19 hereof shall be made by a majority vote of all elected members of the Board of Directors. Par. 4, cl. 20.5, art. 20 Decisions on the consent to execution of, or further approval of the transactions referred to in subclause 17, clause 19.2 of Article 19 hereof shall be adopted by all members of the Board of Directors unanimously, the votes of the exiting members of the Board being disregarded. If the Board of Director does not reach a unanimous decision on the consent to execution of, or further approval of such a transaction, the Board may decide to bring the consent to execution of, or further approval of such transaction to the General Meeting of Shareholders. In such a case the decision on the consent to execution of, or further approval of the transaction shall be taken by the General Meeting of Shareholders by a majority vote of the holders of voting shares present at the meeting. Recommendation of the Code of Corporate Governance (cl. 168). Recommendation of the Code of Corporate Governance (cl. 168). The wording is aligned with Chapter X of the JSC Federal Law. Par. 6, cl. 20.5, art. 20 Par. 6, cl. 20.5, art. 20 The wording is aligned with

7 The decision on the approval of an interested party transaction shall be made by a majority vote of independent directors who do not have an interest in the transaction. If all the Board of Directors members are regarded as having an interest in the transaction and/or are not independent directors, the transaction may be approved by a resolution of the General Meeting of Shareholders in accordance with the procedure set forth in clause 4, Article 83 of the Federal Law On Joint Stock Companies. The price (monetary valuation) of property alienated or acquired under an interested party transaction stipulated by subcl. 18 of clause 19.2 of article 19 of these Articles, is determined by a decision of the members of the Company's Board of Directors not interested in its execution, and meeting requirements established by clause 3 of Article 83 of the Federal Law "On Joint-Stock Companies", if a person interested in one or more transactions is a member of the Company's Board of Directors. Par. 7, cl. 20.5, art. 20 If the number of directors not interested in the transaction and meeting the requirements set forth in clause 3 of article 83 of the Federal Law "On Joint Stock Companies" is less than a certain quorum for holding a meeting of the Company's Board of Directors and the decision to consent to execution or further approval of such a transaction is adopted by the general meeting of shareholders of the Company, the price (monetary valuation) of the property shall be determined by the General Meeting of Shareholders of the Company. Par. 8, cl. 20.5, art. 20 Decision on consent to execution and on further approval of interested party transactions is made in cases provided for in article 83 of the Federal Law "On Joint Stock Companies". Subcl. 11, cl. 21.4, art. 21 Chapter XI of the JSC Federal Law. Under par. 5 cl. 1, art. 77 of the JSC Federal Law, for convenience of determining the price / obtaining consent to execution or further approval of an interested-party transaction, this procedure for determining the price of the transaction is proposed. Taking into account considerable volume of description of the procedure for obtaining the consent to execution of the transaction or its further approval, it is proposed to include a reference in the Articles of Association that does not increase the scope of the document. Schedule for improving the efficiency of the

8 Subcl. 13 cl art. 21 shall issue powers of attorney on behalf of the Company. The General Director shall not be authorized to delegate his / her powers under any power of attorney in relation to execution of transactions subject to approval by the managing bodies of the Company failing the said approval; operational management and monitoring of performance of the corporate risk management system, as well as making decisions on risk management; Subcl. 13 cl art. 21 shall issue powers of attorney on behalf of the Company. The General Director shall not be authorized to delegate his / her powers under any power of attorney in relation to execution of transactions subject to consent to the execution or further approval by the managing bodies of the Company failing the said approval; corporate risk management system. The wording is aligned with Chapters X and XI of the JSC Federal Law.