Common use of Voting of Rule 144A Deposited Securities Clause in Contracts

Voting of Rule 144A Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Rule 144A Deposited Securities, the Depositary shall fix the Rule 144A GDS Record Date in respect of such meeting or solicitation of consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting) and at the Company's expense and provided no U.S. legal prohibitions exist, distribute to Holders as of the Rule 144A GDS Record Date: (a) such notice of meeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business in New York on the Rule 144A GDS Record Date will be entitled, subject to any applicable law, the provisions of the Rule 144A Deposit Agreement, the Bylaws and the provisions of or governing the Rule 144A Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Rule 144A Deposited Securities represented by such Holder's Rule 144A GDSs, and (c) a brief statement as to the manner in which such voting instructions may be given. Voting instructions may be given only in respect of a number of Rule 144A GDSs representing an integral number of Shares or other Rule 144A Deposited Securities. Upon the timely receipt from a Holder of Rule 144A GDSs as of the Rule 144A GDS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Rule 144A Deposit Agreement, the Bylaws and the provisions of the Rule 144A Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Rule 144A Deposited Securities (in person or by proxy) represented by such Holder's Rule 144A GDSs in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances, exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise, the Shares or other Rule 144A Deposited Securities represented by Rule 144A GDSs except pursuant to and in accordance with instructions from Holders. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Rule 144A Deposited Securities represented by such Holder's Rule 144A GDSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Rule 144A Deposited Securities represented by Rule 144A GDSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Rule 144A Deposited Securities (whether or not voting instructions have been received in respect of such Rule 144A Deposited Securities from Holders as of the Rule 144A GDS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders. There can be no assurance that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding anything else contained in this Rule 144A Deposit Agreement, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Rule 144A Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Rule 144A Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so reasonably requested by the Depositary.

Voting of Rule 144A Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Rule 144A Deposited Securities, the Depositary shall fix the Rule 144A GDS Record Date in respect of such meeting or solicitation of consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been received by the Depositary at least thirty (30) days prior to the date of such vote or meeting) and at the Company's expense expense, and provided no U.S. legal prohibitions exist, distribute to Holders as of the Rule 144A GDS Record Date: (a) such notice of meeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business in New York on the Rule 144A GDS Record Date will be entitled, subject to any applicable law, the Bylaws, the provisions of the Rule 144A Deposit Agreement, the Bylaws Agreement and the provisions of or governing the Rule 144A Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Rule 144A Deposited Securities represented by such Holder's Rule 144A GDSs, and (c) a brief statement as to the manner in which such voting instructions may be given. Voting instructions may be given only in respect of a number of Rule 144A GDSs representing an integral number of Shares or other Rule 144A Deposited Securities. Upon the timely receipt from a Holder of Rule 144A GDSs as of the Rule 144A GDS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Rule 144A Deposit Agreement, the Bylaws and the provisions of the Rule 144A Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Rule 144A Deposited Securities (in person or by proxy) represented by such Holder's of Rule 144A GDSs in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances, exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise, the Shares or other Rule 144A Deposited Securities represented by Rule 144A GDSs except pursuant to and in accordance with such instructions from Holders. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Rule 144A Deposited Securities represented by such Holder's Rule 144A GDSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Rule 144A Deposited Securities represented by Rule 144A GDSs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Rule 144A Deposited Securities (whether or not voting instructions have been received in respect of such Rule 144A Deposited Securities from Holders as of the Rule 144A GDS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders. There can be no assurance that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner. Notwithstanding anything else contained in this the Rule 144A Deposit Agreement, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Rule 144A Deposited Securities if the taking of such action would violate U.S. laws. The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Rule 144A Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so reasonably requested by the Depositary.

Voting of Rule 144A Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Rule 144A Deposited Securities, the Depositary shall fix the Rule 144A GDS GDR Record Date in respect of such meeting or solicitation of consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been timely received by the Depositary at least thirty (30) days prior to the date of such vote or meeting) and at the Company's ’s expense and provided no U.S. legal prohibitions, English legal prohibitions (including, without limitation, the listing rules and prospectus rules of the UK Financial Services Authority and the admission and disclosure standards of the London Stock Exchange) or Russian legal prohibitions (including without limitation the rules of Russian Stock Exchanges on which the Shares are listed) against such action exist, distribute to Holders as of the Rule 144A GDS GDR Record Date: (a) such notice of meeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business in New York on the Rule 144A GDS GDR Record Date will be entitled, subject to any applicable law, the provisions of the this Rule 144A Deposit Agreement, the Bylaws Charter and the provisions of or governing the Rule 144A Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Rule 144A Deposited Securities represented by such Holder's ’s Rule 144A GDSsGDRs, and (c) a brief statement as to the manner in which such voting instructions may be given. Voting instructions may be given only in respect of a number of Rule 144A GDSs GDRs representing an integral number of Shares or other Rule 144A Deposited Securities. Upon the timely receipt from a Holder of Rule 144A GDSs GDRs as of the Rule 144A GDS GDR Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the this Rule 144A Deposit Agreement, the Bylaws Charter and the provisions of the Rule 144A Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Rule 144A Deposited Securities (in person or by proxy) represented by such Holder's ’s of Rule 144A GDSs GDRs in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances, exercise any discretion as to voting voting, vote any number of Shares other than an integral number thereof or vote Shares in a manner that would be inconsistent with any applicable law, and neither the Depositary nor the Custodian shall vote, vote or attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise, the Shares or other Rule 144A Deposited Securities represented by Rule 144A GDSs GDRs except pursuant to and in accordance with instructions from Holders. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Rule 144A Deposited Securities represented by such Holder's ’s Rule 144A GDSsGDRs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary not to vote in favor of the Rule 144A Deposited Securities with respect to the items set forth for which the Holder has failed to specify the manner in such voting instructionswhich the Depositary is to vote. Rule 144A Deposited Securities represented by Rule 144A GDSs GDRs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding anything else contained herein, The Company agrees to provide timely notice to the Depositary shall, if so requested which will enable the timely notification of Holders as to any change in writing by its Charter resulting in limitations on the Company, represent all ability of the Depositary to vote a particular Rule 144A Deposited Securities (whether or not GDR according to the voting instructions have been received in respect of regard to such Rule 144A Deposited Securities from Holders as of the Rule 144A GDS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders. There can be no assurance that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely mannerGDR. Notwithstanding anything else contained in this Rule 144A Deposit Agreement, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Rule 144A Deposited Securities if the taking of such action would violate U.S. lawslegal prohibitions, English legal prohibitions (including, without limitation, the listing rules and prospectus rules of the UK Financial Services Authority and the admission and disclosure standards of the London Stock Exchange) or Russian legal prohibitions (including without limitation the rules of Russian Stock Exchanges on which the Shares are listed). The Company agrees to take any and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to the Rule 144A Deposited Securities and to deliver to that it shall not establish internal procedures that would prevent the Depositary an opinion from complying with, or that are inconsistent with, the terms and conditions of U.S. counsel addressing any actions requested to be taken if so reasonably requested by the Depositarythis Section 4.10.

Voting of Rule 144A Deposited Securities. As soon as practicable after receipt from the Company of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Rule 144A Deposited Securities, the Depositary shall fix the Rule 144A GDS GDR Record Date in respect of such meeting or solicitation of consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been timely received by the Depositary at least thirty (30) days prior to the date of such vote or meeting) and at the Company's ’s expense and provided no U.S. legal prohibitions, English legal prohibitions (including, without limitation, the listing rules and prospectus rules of the UK Financial Services Authority and the admission and disclosure standards of the London Stock Exchange) or Russian legal prohibitions (including without limitation the rules of Russian Stock Exchanges on which the Shares are listed) against such action exist, distribute to Holders as of the Rule 144A GDS GDR Record Date: (a) such notice of meeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business in New York on the Rule 144A GDS GDR Record Date will be entitled, subject to any applicable law, the provisions of the Rule 144A Deposit Agreement, the Bylaws Charter and the provisions of or governing the Rule 144A Deposited Securities (which provisions, if any, shall be summarized in pertinent part by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Rule 144A Deposited Securities represented by such Holder's ’s Rule 144A GDSsGDRs, and (c) a brief statement as to the manner in which such voting instructions may be given. Voting instructions may be given only in respect of a number of Rule 144A GDSs GDRs representing an integral number of Shares or other Rule 144A Deposited Securities. Upon the timely receipt from a Holder of Rule 144A GDSs GDRs as of the Rule 144A GDS GDR Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Rule 144A Deposit Agreement, the Bylaws Charter and the provisions of the Rule 144A Deposited Securities, to vote or cause the Custodian to vote the Shares and/or other Rule 144A Deposited Securities (in person or by proxy) represented by such Holder's ’s of Rule 144A GDSs GDRs in accordance with such instructions. Neither the Depositary nor the Custodian shall, under any circumstances, exercise any discretion as to voting voting, vote any number of Shares other than an integral number thereof or vote Shares in a manner that would be inconsistent with any applicable law, and neither the Depositary nor the Custodian shall vote, vote or attempt to exercise the right to vote, or in any way make use of for purposes of establishing a quorum or otherwise, the Shares or other Rule 144A Deposited Securities represented by Rule 144A GDSs GDRs except pursuant to and in accordance with instructions from Holders. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Rule 144A Deposited Securities represented by such Holder's ’s Rule 144A GDSsGDRs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary not to vote in favor of the Rule 144A Deposited Securities with respect to the items set forth for which the Holder has failed to specify the manner in such voting instructionswhich the Depositary is to vote. Rule 144A Deposited Securities represented by Rule 144A GDSs GDRs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted. Notwithstanding anything else contained herein, The Company agrees to provide timely notice to the Depositary shall, if so requested which will enable the timely notification of Holders as to any change in writing by its Charter resulting in limitations on the Company, represent all ability of the Depositary to vote a particular Rule 144A Deposited Securities (whether or not GDR according to the voting instructions have been received in respect of regard to such Rule 144A Deposited Securities from Holders as of the Rule 144A GDS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders. There can be no assurance that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely mannerGDR. Notwithstanding anything else contained in this the Rule 144A Deposit Agreement, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Rule 144A Deposited Securities if the taking of such action would violate U.S. lawslegal prohibitions, English legal prohibitions (including, without limitation, the listing rules and prospectus rules of the UK Financial Services Authority and the admission and disclosure standards of the London Stock Exchange) or Russian legal prohibitions (including without limitation the rules of Russian Stock Exchanges on which the Shares are listed). The Company agrees to take any that it shall not establish internal procedures that would prevent the Depositary from complying with, or that are inconsistent with, the terms and all actions reasonably necessary to enable Holders and Beneficial Owners to exercise the voting rights accruing to conditions of Section 4.10 of the Rule 144A Deposited Securities and to deliver to the Depositary an opinion of U.S. counsel addressing any actions requested to be taken if so reasonably requested by the DepositaryDeposit Agreement.