"RENESA" Close Joint Stock Company
CHARTER
(new edition)

1. GENERAL CRITERIA

1.1 "Renesa" closed joint stock company (hereinafter "The Company") is a profit making commercial legal entity carrying out an investment activity, the share capital of which is divided into a certain number of shares set by present Charter.

1.2 The Resolution of the Company’s founding meeting on establishment of the Company was made on March 26, 2001. The Company is registered in the State Registry of legal entities of RA Ministry of Justice under number  286.120.04191 on April 11, 2001.

1.3 Company’s performance is regulated by RA Civil Code, Armenian Laws on  "Shareholders and Shareholding" and on "Securities’ Market", legal acts approved by the Central Bank of Armenia, other RA Laws and legal acts (hereinafter jointly referred to as "Legislation") and present Charter.

1.4 Company’s shareholders are not liable for the company’s obligations. The company in its turn is not liable for the company’s shareholders. The company-shareholders relationship is dovetailed by the Legislation and present Charter.

1.5 The Company owns a property and is liable for its responsibilities by that property, is entitled to sign agreements, acquire and enjoy proprietary and private non proprietary rights, bear liabilities, act as a plaintiff and defendant in the court.

1.6 The Company has a round seal by its brand name and other requisites. The round seal of the company may also contain the company’s trade name.

1.7 The Company has its separate balance sheet, may also have settlement and other accounts with Armenian as well as foreign banks in both AMD and foreign currency.

1.8 Brand name of the company:

Armenian - "ՌԵՆԵՍԱ" փակ բաժնետիրական ընկերություն
Armenian abbreviation - "ՌԵՆԵՍԱ" ՓԲԸ

Russian - Закрытое акционерное общество "РЕНЕСА""
Russian abbreviation  -  ЗАО "РЕНЕСА"

English - "RENESA" Closed Joint Stock Company
English abbreviation - "RENESA" CJSC

2. LEGAL STATUS, RIGHTS AND RESPONSIBILITIES

2.1 The Company acquires a legal status, becomes legitimate upon its state registration, and ceases to be legitimate upon state registration of its liquidation. The company’s activities are not restricted.

2.2 The Company is entitled to:
1) sign agreements, acquire rights and bear liabilities,
2) purchase, manage, use and dispose property, including securities,
3) independently generate its financial resources, including by attraction of borrowed capital,
4) issue and allocate securities,
5) open bank accounts in Armenia and abroad,
6) establish detached units (representations and branches) in the Republic of Armenia and abroad,
7) declare and pay quarterly, semi-annual and annual dividends against distributed shares in accordance with the provisions of Legislation and present Charter.
8) institute or participate in other companies (including subsidiaries or affiliates) and partnerships,
9) enjoy other rights set forth by the Legislation and present Charter.

2.3 The company is liable to:

1) render investment and supplementary services by due professional level, accuracy and care to the benefit of customers,
2) abstain from making deals leading to conflict of interests of the company and its customers. To give privilege to customers’ interests in case if making of the deal is inevitable,
3) undertake sufficient measures to avoid potential conflict of interests between itself and its customers, or its various customers, and in case if it is impossible undertake all necessary measures to minimize those conflicts,
4) make the orders of its customers by the best possible terms for the customer, taking into account the volume , price, time of the transaction and other peculiarities arising from other material terms of the order ,
5) implement efficient organizational and managerial means to prevent conflict of interests incurred by the company in connection with putting forward and dissemination of investment proposals,
6) keep accounting and present financial, statistical and other statements in the order prescribed by Legislation,
7) Ensure safekeeping of company documentation (minutes of sessions of its managerial bodies, Charters of its detached units, annual reports, accounting documents, documents certifying its proprietary rights, agreements, correspondence, internal documentation, other documents set forth by Legislation),
8) bear other responsibilities prescribed by Legislation and present Charter.

3. SUBJECT AND GOALS OF THE COMPANY ACTIVITIES

3.1 The goal of the company is making profit via rendering of investment services.

3.2 The company can carry out investment services envisaged by license granted by the CBA, as well as perform other related activities in cases permitted by Legislation and/or based on the permission granted by the CBA.

4. RIGHTS AND RESPONSIBILITIES OF COMPANY SHAREHOLDERS

4.1 Holders of common nominal shares enjoy the rights set forth by article 37 of Armenian Law on "Shareholders and Shareholding".

4.2 Company shareholder has a preferential right to purchase shares sold by other shareholders.

4.3 Shareholder is responsible to advise other shareholders and the company about share proposal stating the number and price of shares. The preferential right is valid within 30 days after receipt of such notice.

4.4 The waiver of shareholders to use their preferential right is considered certified, if the shareholders do not advise the company in writing on their intention to use their preferential rights or submit a written notice on waiver to use those rights after the expiry of the term mentioned in item 4.3 of present Charter.

4.5 If the shareholders of the company waive their preferential rights in connection to company shares the Company is entitled to purchase those shares from the owner by agreed price.

4.6 In the event of refusal of the company to purchase the shares or any non-consent in regard to their pricing the shares may be disposed to third party.

4.7 An entity may acquire a significant participation in the company’s share capital by preliminary consent of the CBA in cases and by order prescribed by the Legislation.

4.8 Company’s shareholder is entitled to:
1) participate in the general meeting of the company (hereinafter referred to as "General Meeting") in person or authorize a third party for participation in that meeting with a voting right in regard to issues falling under the competence of General Meeting.
2) participate in the company management.
3) receive dividends from proceeds generated from company activities.
4) purchase shares allocated by the company in priority order, if not otherwise envisaged by Legislation or present Charter.
5) receive any information on company activities; get acquainted with accounting balance sheets, statements, economic performance of the company, except the confidential information and documents.
6) receive its portion of property in case of company’s liquidation.
7) enjoy the preferential right of purchase of shares sold by other shareholders.
8) appeal in court the resolution made by the General Meeting by breach of the requirements of Legislation and present Charter.
9) enjoy other rights envisaged by the Legislation and present Charter.

4.9 The shareholders of the company are liable:
1) not to divulge confidential information on company’s activities.
2) perform their responsibilities in regard to the Company.
3) comply with the provisions of Legislation and present Charter.

5. COMPANIES CHARTERED CAPITAL AND OTHER FUNDS

5.1. Company’s chartered capital equals to AMD 300.000.000 (three hundred million), divided into 6.000 (six thousand) common nominal shares, each in the face value of AMD 50.000 (fifty thousand).

5.2. All shares of the company are paid-out and allocated among shareholders.

5.3. After summary of its financial results the company may replenish its chartered capital by way of increase of the face value of shares distributed according to decision of General Meeting in the order set forth by Armenian Law "On Shareholders and Shareholding".

5.4. The sum so replenished shall not exceed the value of net assets established in the last balance sheet approved by the Company or in the last Audit Report.

5.5. The Company has no right to issue shares to cover losses incurred in the outfall of its commercial activities.

5.6. The Company may also decrease its chartered capital in accordance with the provis+ions of Armenian Law "Shareholders and Shareholding", provided that the chartered capital so decreased is not less than the minimum size of chartered capital set by the CBA for investment companies.

6. MANAGERIAL BODIES

The management of the company includes the General Meeting of Company Shareholders (General Meeting), and the Chief Executive Officer (Director).

6 (A) General Meeting of Company Shareholders

6.1. General Meeting of Company Shareholders is the senior managerial body of the company, entitled to give final solution to any issue related to the company’s management and performance within its competence.

6.2. The Company is liable to convene the recurrent annual general meeting of shareholders each year within six months following the end of fiscal year.

6.3. The Company may also convene extraordinary General Meetings to discuss urgent issues.

6.4. Chief Executive Officer, Chief Accountant and Internal Auditor of the company that are not shareholders of the company may also attend the General Meetings.

6.5. The following issues fall under exclusive competence of the Company"s General Meeting:
1) Approval of the Company’s Charter, making amendments and supplements to it, approval of Company’s Charter in new edition (3/4% of votes).
2) Company’s reorganization (3/4% of company’s votes).
3) Company’s liquidation (3/4% of participant votes, but not less than 2/3% of shareholder votes).
4) establishent of liquidation committee, approval of medium and liquidation balance sheets (3/4% of participant votes).
5) approval of maximum volume of announced shares (3/4% of participant votes).
6) decrease of the size of chartered capital (3/4% of participant votes, but not less than 2/3% of shareholder votes) by means of purchase of shares allocated by the company, as well as by means of recovery of the company’s purchased or repurchased shares on purpose of decrease of the face value of shares and curtail of the total number of shares.
7) replenishment of company’s chartered capital by means of increase of the face value of shares or distribution of additional shares.
8) consolidation and division of shares.
9) decision-making on company shareholders non-application of preferential right in regard to company’s shares or other securities converted into shares.
10) purchase of allocated shares, bonds and other securities of the company,
11) purchase and repurchase of company’s allocated shares in cases envisaged by Legislation,
12) approval of the company’s annual reports, accounting balance sheets, income and loss counting and allocation, size of annual dividends and payment method,
13) setting forth the size and payment method of interim (quarterly or semi-annual) dividends’ size and payment order,
14) decision-making (by 3/4th of participant votes) on signing major deals connected with purchase and disposal of company property.
15) decision-making on signing of paying deals.
16) approval of General Meeting chairing procedure.
17) determination of property’s market value.
18) Appointment of the companies Executive Officer, preterm termination of its authorities, decision on payment method and terms of Chief Executive Officers remuneration and refund of expenses.
19) appointment of the company’s internal auditor and determination of its remuneration size.
20) approval of by-laws and rules regulating the activities of the company’s management and employees.
21) approval of the company’s payroll and administrative structure.
22) establishment of holding companies, commercial organizations, other associations, decision to participate in holding companies, commercial organizations and other associations. Establishment of subsidiary and affiliated companies.
23) approval of annual expenditure budget and its execution plan.
24) establishment of the company’s branches, representations, Institutions.
25) Usage of company’s reserve and other funds.
26) decision-making on other issues envisaged by Legislation, including those falling under competence of the Board according to Legislation.

6 (B) Company's Director

6.6. The daily management of company activities is carried out by the director, the only executive body of the company.

6.7. Issues related to daily performance of the company that are not set under the competence of General Meeting by present Charter and Legislation fall under the competence of company Director.

6.8. Company director carries out the following authorizations, manages company property, including monetary funds,
1) makes deals in the name of the company.
2) represents the company in the Republic of Armenia and abroad.
3) acts without license.
4) grants licenses to act in the name of the company.
5) signs agreements, including labor agreements in prescribed order.
6) opens the Company’s settlement (including foreign currency) and other accounts with the banks.
7) convenes annual and extraordinary meetings, except in cases envisaged by law.
8) approves meeting agenda.
9) approves year, month and date of compilation of list of shareholders entitled to participate in General Meetings, as well as solution of all issues set by Legislation related to preparation and convention of meetings.
10) submits to the approval of General Meeting internal labor procedure of the company, procedures of detached units, administrative structure and payroll of the company. 11) hires and releases company employees in the established order.
12) carries out other competencies established by legislation.

6.9. Based on decision of General Meeting the authorities set by sub-items 7, 11, 21, 23 of item 6.5pass to the Company’s Director.

6.10. The Director shall perform its duties arising of company’s interests. He bears a responsibility for the loss incurred by the company as a result of his actions (inaction).

7. COMPANY’S AUDIT

7.1. The financial –economic performance of the company is audited by its internal Audit Division.

7.2. Company’s Internal Audit Division consists of Internal Auditor elected by the General Meeting.

7.3. Internal Auditor shall comply with the requirements of Legislation set for investment companies and have relevant qualification.

7.4. Internal auditor cannot be the member of company’s managerial body, manager and employee with other competencies, as well as the related party of the company, its managers or employees.

7.5. Internal auditor shall be independent in carrying out its activities and accountable to the General Meeting.

7.6. In accordance with the approved procedure of the company Internal Auditor audits company’s daily activities and risks. 1) checks compliance of company’s activities to the requirements set by Legislation, rules of regulated market, rules and other by-laws of the company. 2) provides opinions and submits proposals on issues presented by managerial body as well as other issues.

7.7. The opinion of Internal Auditor is mandatory during the approval of company’s annual balance sheet, income statement, accounting balance sheet and cash flow statement.

7.8. Company’s Director shall create all necessary conditions for Internal Auditor to perform effective audit.

7.9. Company’s financial-economic activities shall each year pass an audit by a Statutory (Independent) Auditor.

7.10. Statutory Auditor shall comply with the criteria set for Investment Company’s auditor by Legislation.

8. PROCEDURE ON PREPARATION AND PASSING OF COMPANY MEETINGS

8.1. The decisions of General Meeting are made by simple majority of votes of shareholders with voting right, if Armenian Law "On Shareholders and Shareholding" or present Charter does not establish more votes.

8.2. General Meeting has no right to change the meeting agenda or make decisions on issues not included in the agenda.

8.3. The decisions of General Meeting may be made by absentee voting (by opinion poll). Annual General Meeting, as well as the Meeting convened in the case determined by sub-item jb, item 1, article 67 of Armenian Law "On Shareholders and Shareholding" shall not be passed by absentee voting.

8.4. Shareholders of company’s allocated shares are entitled to participate in the General Meeting with a number of votes relevant to the number and face value of shares they own.

8.5. General Meeting may also be attended by the company’s Director with a right of deliberative vote, as well as the company’s Internal Auditor and Statutory Auditor (if its opinion is submitted to the General Meeting).

8.6. The list of shareholders entitled to participate in General Meeting is compiled in accordance with the data of shareholders registry as of the year, month and date established by the company’s General Meeting.

8.7. Company shareholders, entities attending the meeting by deliberative vote are being advised on convention of General Meeting via written notice send by registered mail or handed to them in person.

8.8. The extraordinary meeting of Company’s shareholders is convened by the decision of the General Meeting, by its private initiative, by demand of Company’s Director, Internal Auditor, Statutory Auditor or shareholders owning at least 10% of voting shares of the company by the time of submittal of that demand.

8.9. Company’s shareholder may participate in the meeting in person or through its authorized representative in case of availability of appropriate authorization.

8.10. The General Meeting is competent (has a quorum), if by the end of registration of participants company’s shareholders (their representatives) jointly owning more than 50% of company’s voting shares have been registered.

8.11. In the event of lack of quorum the year, month and date of new General Meeting convention is announced. In case of convention of new General Meeting no amendment to the meeting agenda is allowed.

8.12. The new General Meeting convened in lieu of cancelled General Meeting is competent, if by the end of registration of participants company shareholders (their representatives) jointly owning 30% of company’s allocated voting shares have been registered.

8.13. Other issues related to the preparation and passing of the General Meeting are regulated by Legislation, as well as Procedure of General Meeting Conduction.

9. COMPANY REORGANIZATION AND LIQUIDATION

9.1. The company may be reorganized exceptionally through its merger with other investment company or restructuring.

9.2. In the event of merger of the company with one or more investment companies the companies sign a Merger Agreement upon receipt of preliminary consent of the CBA.

9.3. The Company is liquidated by the established order in the following cases:
1) by the decision of the General Meeting (self-liquidation).
2) if the license is fully invalidated.
3) in case of company bankruptcy.

9.4. The company is considered liquidated, and its activities terminated within three days upon Central Bank’s decision on approval of the company’s final statement, after cancelling the registration of the liquidated company making relevant annotation in the registry of investment companies.