EXECUTION COPY
"REGISTERED" Approved by the
Participants' Assembly
in amended and restated form in amended and restated
District State Administration form on ____________, 1997
of the Pechersk District Protocol No. ___
City of Kyiv
Decision No. ____________ Chairman of the
Participants' Assembly
dated ______________, 1997
Certificate No. ___________ _____________________
Registration No. 23729809
Head of the District State
Administration
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AMENDED AND RESTATED CHARTER
OF THE BROADCASTING COMPANY
"STUDIO 1+1"
IN THE FORM OF A LIMITED LIABILITY COMPANY
("LLC")
Kyiv - 1997
ARTICLE 1 GENERAL
1.1 This Amended and Restated Charter ("Charter") is hereby adopted by:
ALEXANDER RODNIANSKII, a citizen of Ukraine, passport No.AC037575;
German Residency A03762953 issued on 05.08.96; ("AR");
and
ENTERPRISE "INTER - MEDIA", a legal entity organized under the laws of
Ukraine, represented by its General Director, Serhiy Viktorovych
Chekanov ("Intermedia").
AR and Intermedia are hereinafter collectively referred to as the
"Participants" and individually as a "Participant".
1.2 All capitalized terms that are used and defined in this Charter shall
have the respective meanings ascribed to them in that certain Amended
Foundation Agreement on the Establishment and Operation of the
Broadcasting Company "Studio 1+1" in the form of a Limited Liability
Company ("Foundation Agreement") entered into by the Parties as of
January 23, 1997.
1.3 This Charter is entered into and approved in accordance with the
provisions of the Foundation Agreement. In the event of any
discrepancy between the provisions of the Foundation Agreement and
those of this Charter, the provisions of the Foundation Agreement
shall prevail, unless the Participants in each instance unanimously
agree to give prevailing force to the terms of this Charter. This
Charter amends and replaces in its entirety the Charter of the
Broadcasting Company "Studio 1+1" in the form of a Limited Liability
Company approved by the Participants' Assembly on June 28, 1996 (and
any amendments thereof).
1.4 The official full name of the LLC in Ukrainian shall be as follows:
"1+1" .
The official full name of the LLC in English shall be as follows:
Broadcasting Company "Studio 1+1" in the form of a Limited Liability
Company.
The abbreviated name of the LLC in Ukrainian shall be as follows:
T "1+1", or 1+1.
The abbreviated name of the LLC in English shall be as follows:
Studio 1+1.
1.5 The address of the LLC shall be: 1b Arsenalna Square, Kyiv, Ukraine.
ARTICLE 2 PURPOSE AND SUBJECT MATTER OF THE LLC
2.1 The main purpose of the Company's activities shall be production and
commercial activities in accordance with the subject matter of the
LLC.
2.2 The subject matter of the LLC shall be as follows:
2.2.1 production of various television, movie, video and audio
products either in Ukraine or abroad;
2.2.2 acquisition and disposal of the rights for the use of national
and foreign television, movie, video and audio products in any
lawful manner either in Ukraine or abroad;
2.2.3 distribution of various television, movie, video and audio
products either in Ukraine or abroad;
2.2.4 carrying out television and radio broadcasting activities for
broadcasting of television, movie, video and audio products
which the LLC has produced or which the LLC has purchased or
leased or the rights to which were acquired in any other
lawful manner either in Ukraine or abroad;
2.2.5 provision, receipt or exchange of television, movie, video and
audio products with other television, movie, video and audio
producers in Ukraine or abroad and the re-transmission of news
releases, sport programs or other shows;
2.2.6 ownership, creation, maintenance and exploitation of
television, video and radio broadcasting facilities (including
aerial television and radio channels, cable and satellite
networks);
2.2.7 organization and carrying out of conferences, symposia,
exhibitions, auctions, competitions, concerts, radio, movie,
video and television markets, recitals, premiers, movie
concerts and movie presentations and movie shows;
2.2.8 provision of intermediary, agency, distributor, dealer,
marketing, manager, producer, training (including
internships), advertising and other services in the area of
television, movie, video and radio broadcasting, including
provision of services in the area of staging, production,
interpretation, adaptation, circulation, broadcasting,
distribution, licensing, assigning and sale of television,
video, movie and audio products either in Ukraine or abroad;
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2.2.9 charitable and sponsorship activities; and
2.2.10 such other types of activities which are not expressly
prohibited by applicable Ukrainian legislation.
ARTICLE 3 LEGAL STATUS OF THE LLC
3.1 The LLC shall be a legal entity under applicable Ukrainian
legislation. The LLC shall acquire the rights of a legal entity as of
the date of its State registration.
3.2 As a legal entity, the LLC shall have its own property separate from
the property of its Participants and from property belonging to any
third party. The LLC shall also have the right: to acquire on its own
behalf all proprietary and non-proprietary rights; to bear
responsibilities; and to sue and be sued in any court of law,
arbitration court or arbitration tribunal.
3.3 The LLC shall not be responsible for obligations of its Participants
and the Participants shall not be responsible for obligations of the
LLC (unless such obligations are assumed by a Participant pursuant to
a written agreement). A Participant that has not made its contribution
in full to the Charter Fund shall be responsible for the obligations
of the LLC only to the extent of the unpaid portion of such
contribution.
3.4 The LLC shall have a seal (in the Ukrainian and/or English languages)
bearing its name which shall be approved by the Participants'
Assembly. It shall maintain an independent balance sheet, open
accounts in banking institutions, possess trademarks and service
marks, and possess letterhead, stamps and other requisites for its
activity.
3.5 The LLC shall be created for an indefinite period. Such period may be
shortened upon unanimous decision of the Participants' Assembly.
3.6 The LLC, as a legal entity under applicable Ukrainian laws, shall have
the following powers:
3.6.1 in its own name and according to applicable Ukrainian
legislation, to enter into any agreements not specifically
prohibited by law;
3.6.2 to participate independently in foreign economic activity
necessary for the achievement of the statutory purposes of the
LLC;
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3.6.3 within the limits of applicable Ukrainian legislation, to
build, acquire, alienate, sell, lease or rent any movable or
immovable property, including the rights to lease and acquire
plots of land, buildings and constructions;
3.6.4 to acquire, or to acquire the right to use, proprietary and
non-proprietary rights and to ensure legal protection of all
its rights and interests;
3.6.5 within the limits permitted by applicable legislation, to open
and maintain bank accounts in Ukraine and abroad in both
Ukrainian and convertible currency;
3.6.6 to sue and be sued in courts of law and arbitration tribunals
(including international arbitration) and to conclude amicable
settlements;
3.6.7 in accordance with applicable Ukrainian legislation, to incur
loan obligations in both Ukrainian and convertible currency,
to secure the repayment of any money borrowed or owing with
all or any part of the property or assets of the LLC and to
issue debentures, bonds and other securities within the limits
permitted by applicable Ukrainian legislation;
3.6.8 to purchase, acquire and hold stock, shares, debentures,
bonds, obligations and securities issued by any Ukrainian or
foreign legal or governmental entity;
3.6.9 to act as trustee in connection with any stocks, bonds,
obligations or other securities;
3.6.10 in accordance with applicable Ukrainian legislation, to take
part in the formation and management of any company or legal
entity3; to acquire fully or partially any legal entity or its
assets or merge with any other legal entity;
3.6.11 either with or without remuneration, to guarantee the payment
of monies or debts of any person or company and to guarantee
the performance of any contract or obligation of any person or
company;
3.6.12 to sell, improve, manage, develop, exchange, lease, mortgage
or dispose of all the property, assets and rights of the LLC
or any part thereof; to allocate among Participants in-kind
any property of the LLC, including any stocks or
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securities held by the LLC in other legal entities;
3.6.13 to appoint attorneys and/or commission agents with either full
or restricted powers for the purpose of carrying out and
completing all or any of the statutory objects of the LLC or
to act as an attorney and/or commission agent for any person
or company;
3.6.14 to select potential contracting parties and to organize
meetings and technical discussions with and between
representatives of such parties;
3.6.15 to advertise, organize or participate in exhibitions, seminars
or symposia or to participate in trade fairs both in Ukraine
and abroad;
3.6.16 to carry out the transmission of information within Ukraine
and overseas by means of written correspondence, telegraph,
telex, telefax, telephone and other means of communication;
and
3.6.17 to carry out any other acts and acquire any other rights and
obligations that fall within the authority of a legal entity
according to applicable Ukrainian legislation.
3.7 The LLC shall carry out its foreign economic activity pursuant to the
following guidelines:
3.7.1 foreign economic activities of the LLC shall be performed on
the basis of monetary self-sufficiency and mutual benefit;
3.7.2 the LLC shall have the right independently to establish
relationships with foreign legal entities and individuals, and
to enter into direct foreign economic agreements with foreign
partners;
3.7.3 the LLC shall be authorized to carry out any kind of foreign
economic transaction with regard to any property, materials,
products, works and services within the framework of its
principal activities contemplated by this Charter, including
its own production needs.
3.8 The LLC shall at all times carry out its activities in accordance with
the provisions of the Foundation Agreement, this Charter and applicable
Ukrainian legislation. Those activities which are subject to licensing
in Ukraine shall be carried out by the LLC only after obtaining a
required
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special permission (license) pursuant to applicable Ukrainian
legislation.
3.9 The LLC may form subsidiaries, representative offices and branches on
the territory of Ukraine and in other countries in accordance with
existing law. When creating a subsidiary, the Participants' Assembly
shall determine all matters relating to the creation, activities and
liquidation of such subsidiary. Subsidiaries established as separate
legal entities shall not be liable for the obligations of the LLC, and
the LLC shall not be liable for the obligations of such subsidiaries,
unless such liability is expressly undertaken by contract.
Representative offices and branches established by the LLC shall not be
separate legal entities and shall operate in the name of, and on behalf
of, the LLC.
ARTICLE 4 PROPERTY OF THE LLC; CHARTER FUND OF THE LLC; CONTRIBUTIONS OF THE
PARTICIPANTS; INTERESTS OF THE PARTICIPANTS IN THE CHARTER FUND
4.1 The property of the LLC shall consist of:
4.1.1 funds and property transferred to the LLC as a contribution to
the Charter Fund;
4.1.2 products or services produced by the LLC as a result of its
economic activities;
4.1.3 income and profits; and
4.1.4 other property and proprietary rights legally obtained by the
LLC.
4.2 The LLC has established a charter fund ("Charter Fund") equal to Ten
Thousand (10,000) Ukrainian hryvnias and comprised of contributions
from the Participants. The shares of the Participants in the Charter
Fund, as well as the timing of each Participant's contribution, the
specific assets or amount of cash to be contributed by each Participant
and the valuation of such contributions shall be as specified in the
Foundation Agreement.
4.3 Contributions to the Charter Fund may be in cash and/or in the form of
licenses, permits, buildings, services, equipment, offices,
inventories, rights to use land, water and other natural resources,
property rights (including inventions and know-how) and other tangible
and intangible assets.
4.4 The amount of the Charter Fund may be increased or decreased as
determined by the unanimous decision of the Participants' Assembly.
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4.5 Any increase of the Charter Fund may be carried out either (i) through
additional contributions either from one or more of the Participants of
the LLC or from third parties, or (ii) through the transfer of
unallocated profits of the LLC to the Charter Fund. Additional
contributions may be made in cash or in the form of other tangible or
intangible assets. In the event that either (i) the Charter Fund is
increased through additional contributions of one or more Participants
which contribute(s) unequally or (ii) new participants are added to the
LLC as provided in this Charter, then the Participants' shares in the
Charter Fund and the LLC shall be adjusted in order to reflect such
changes.
4.6 The LLC may not decrease the Charter Fund in the event of any
creditors' objections.
4.7 All contributions made to the Charter Fund pursuant to the provisions
of this Article 4 shall become the exclusive property of the LLC and
shall constitute the property or proprietary rights of the LLC. Any
surplus of property or proprietary rights of the LLC resulting from the
LLC's economic activity shall be the exclusive property of the LLC. The
Participants' Assembly shall decide upon matters concerning insurance
of the LLC's property, proprietary rights and property accountability.
ARTICLE 5 OTHER FUNDS OF THE LLC
5.1 The LLC shall establish a reserve fund ("Reserve Fund") by way of
annual deductions from the net profits in the amount of five percent
(5%) until the Reserve Fund reaches the amount of twenty-five percent
(25%) of the Charter Fund.
5.2 From its profits or income, the LLC may establish such other funds as
the Participants' Assembly may from time to time determine necessary.
The amount of these funds and the procedure for allocating sums to them
shall be as established by the Participants' Assembly.
ARTICLE 6 FINANCIAL DOCUMENTS AND PROFITS
6.1 Not later than January 15 of each fiscal year, copies of the annual
financial statement, the profit and loss statement of the LLC for the
prior fiscal year, tax calculations for the prior fiscal year and any
other reports concerning the LLC required by applicable Ukrainian
legislation shall be submitted by the Directorate to the Participants'
Assembly. All such documents shall be prepared in Ukrainian and English
and shall be subject to the approval of the
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Participants' Assembly.
6.2 At the first regular meeting of the Participants' Assembly in each
fiscal year, on the basis of the documents referenced in Article 6.1
hereof, the Participants' Assembly shall determine all allocations to
be made from the profits or revenues of the LLC to the funds referred
to in Article 5 of this Charter.
6.3 If the Participants' Assembly decides to distribute profits to the
Participants, such profits shall be distributed to the Participants in
proportion to their shares in the Charter Fund pursuant to the
procedures as determined by the Participants' Assembly. The
Participants' Assembly may determine that profits are to be distributed
in one or more installments during any given financial year.
ARTICLE 7 THE PARTICIPANTS ASSEMBLY OF THE LLC
7.1 The highest decision-making body of the LLC shall be the Participants'
Assembly. The Participants' Assembly shall be responsible for
establishing the overall direction and strategy of the LLC, for making
major policy decisions and for reviewing the financial performance and
operational achievements of the LLC. The Participants' Assembly shall
bear ultimate responsibility for the operations of the LLC.
7.2 The Participants' Assembly shall consist of each Participant who is a
physical person and a representative appointed by each Participant
which is a legal entity (each a "Representative").
7.3 Except as provided otherwise in this Charter or the Foundation
Agreement, the following powers shall be within the exclusive
competence of the Participants' Assembly and shall be subject to and
adopted by 75% of all of the outstanding participation interest votes:
7.3.1 the authorization for the acquisition, sale or other
disposition of any fixed asset or real property (including any
tangible or intangible assets or any kind whatsoever) if the
consideration or book value for the same exceeds Twenty Five
Thousand ($25,000) U.S. Dollars;
7.3.2 the approval of any capital investment or other capital
expenditure or commitment in excess of (when aggregated with
any related investment or expenditure or commitment in the
same financial period) Ten Thousand ($10,000) U.S. Dollars;
7.3.3 the approval of the granting or issuance of any
loans, credit, guarantee, indemnity or similar obligation to,
or in respect of, any person, except for any undertaking of
such nature which is made or given in the ordinary course of
business and does not exceed or involve an obligation of more
than Ten Thousand ($10,000) U.S. Dollars;
7.3.4 the raising of loans or credits exceeding Ten Thousand
($10,000) U.S. Dollars;
7.3.5 the approval of any joint venture, partnership (including
silent partnership) or consortium with any third party;
7.3.6 the approval of any contract or other business relationship
with any related party or affiliate;
7.3.7 determination of the formation, contributions to, and usage of
the funds of the LLC as described in Article 5 of this
Charter;
7.3.8 the approval of the annual financial report and statement of
account, the distribution of profits, interim payments of
anticipated profits, and auditor's reports;
7.3.9 determination of the procedure for covering losses incurred by
the LLC;
7.3.10 the approval of any material change to the basis of accounting
or the accounting principles and policies of the LLC, except
as required by law or accounting standards;
7.3.11 determination of a general employment policy for the LLC's
personnel;
7.3.12 approval or amendment of any procedures governing the
activities of the Directorate or its staff structure and the
responsibilities of the Directorate or the expansion of the
Directorate;
7.3.13 the decision to issue bonds or other types of securities;
7.3.14 the approval of any decision to license, sell or otherwise
dispose of any of the LLC's trade or services marks, logos,
trade names, designs or other such requisites to any third
party;
7.3.15 the decisions listed in Articles 7.6, 7.7 and 10.2 below.
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The Participants' Assembly may from time to time adopt resolutions
indicating those powers which shall be within the exclusive competence
of the Participants' Assembly and the percentage vote to which such
decisions shall be subject.
7.4 The following powers shall be within the exclusive competence of the
Participants' Assembly and shall be subject to and adopted by the
unanimous vote of all of the Participants:
7.4.1 the adoption of changes to the scope of business activities of
the LLC;
7.4.2 the adoption of any changes in the Charter Fund or in the
shares of the Participants of the LLC in the Charter Fund, as
well as approval of any additional contributions by the
Participants of the LLC to the Charter Fund;
7.4.3 the establishment, acquisition, transfer or termination of the
LLC's subsidiaries, branches and representative offices within
Ukraine and abroad, including the modification of their
capital and organizational structure;
7.4.4 the decision voluntarily to liquidate or wind-up the LLC;
determination of procedures regarding the liquidation of the
LLC and all questions arising from such liquidation or
winding-up; appointment of a Liquidation Committee, approval
of its report and approval of the final liquidation balance of
the LLC;
7.4.5 the decision to admit any new Participant to the LLC or,
subject to Article 14.2 below, to remove any existing
Participant from the LLC;
7.4.6 the appointment of any member of the Directorate;
7.4.7 the decisions listed in Article 9.6 below.
7.5 All decisions of the Participants' Assembly (other than those referred
to in Articles 7.3 and 7.4 above) shall be adopted upon a decision of a
simple majority of the votes present at a validly convened meeting of
the Participants' Assembly; provided, however, that a member of the
Directorate may be removed by the vote of 30 percent of all of the
ownership interest votes.
7.6 By adoption of a resolution approved by 75% of all of the outstanding
participation interest votes, the Participants'
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Assembly may delegate any of its powers to either the General Director
or other members of the Directorate. Such resolution shall be in
writing and include an express list of those powers transferred, as
well as the term for which such powers are transferred to either the
Directorate or the General Director.
7.7 The Representative appointed by Intermedia shall act as the Chairman of
the Participants' Assembly. The Participants' Assembly shall also
appoint a Secretary of the Participants' Assembly. The term of office
for the Secretary of the Participants' Assembly, as well as the
procedures for his re-election shall be established by the
Participants' Assembly by a resolution approved by 75% of all of the
outstanding participation interest votes.
7.8 Notwithstanding any provision herein to the contrary, Intermedia shall
nominate, appoint or dismiss legal counsel to the LLC at its sole
discretion, and such nomination, appointment or dismissal shall not be
within the competence of either the Participants' Assembly or the
Directorate. The Participants agree to carry out all actions as may be
required in order to implement any such nomination, appointment or
dismissal.
ARTICLE 8 MEETINGS OF THE PARTICIPANTS' ASSEMBLY
8.1 Regular meetings of the Participants' Assembly shall be held not less
than once each fiscal year. The first regular meeting of any fiscal
year shall be held not prior to January 20 and not later than January
31 of a current year. Extraordinary meetings of the Participants'
Assembly shall be called when the need arises. All costs related to the
calling and holding of the regular and extraordinary meetings of the
Participants' Assembly shall be borne by the LLC. The meetings of the
Participants' Assembly may be held in Ukraine and other countries as
determined by the Participants' Assembly.
8.2 Regular and extraordinary meetings of the Participants' Assembly shall
be called by the Chairman of the Participants' Assembly. Notice of such
meeting must be given in writing to each Participant and Representative
not less than thirty (30) days prior to the meeting; provided, however,
that in urgent cases and with the unanimous consent of the Participants
and Representatives, notification of the convening of the Participants'
Assembly shall be permitted without adherence to the designated time
period. A notice shall state the day, time, agenda and address of the
location of the meeting. The contents of the notice shall be determined
by the Chairman. Any Participant or Representative shall have the right
to add a matter to the
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agenda of the Participants' Assembly up to twenty five (25) days prior
to that Participants' Assembly. The Chairman shall mail the final
agenda to the Participants and Representatives at least seven (7) days
prior to the Participants' Meeting; provided, however, that the agenda
may be modified by a majority vote of the votes present at a duly
convened meeting of the Participants' Assembly. Meetings of the
Participants' Assembly may be held by means of a telephone conference
call.
8.3 Extraordinary meetings of the Participants' Assembly may be held at any
time as the need arises. Such meetings may be called at the request of
any Participants or Representatives who hold in aggregate at least 20%
of the votes at the Participants' Assembly ("Proposing Group"). The
General Director or the Audit Committee may also call such meetings;
provided, however, that the Audit Committee may request an
extraordinary meeting if the material interests of the LLC are in
jeopardy or if any abuse by the LLC's officers is revealed. Such
extraordinary meetings may be convened in order to consider any matter
proposed by the Proposing Group, the General Director or Audit
Committee and related to the LLC's activities. If the Chairman of the
Participants' Assembly fails to comply with the request of the
Proposing Group, the General Director or the Audit Committee regarding
the convening of an extraordinary meeting of the Participants' Assembly
within 25 days of the date of such request, then the Proposing Group,
the General Director or Audit Committee shall have the right to convene
the extraordinary meeting of the Participants' Assembly on its own
initiative.
8.4 A Representative or Participant may appoint another person by power of
attorney to participate in a meeting in his place, to vote on his
behalf and to exercise all other rights and powers of the absent
Participant or Representative. A power of attorney may be in the form
of a signed letter (or facsimile copy of such a letter) or telex from
the delegating Representative or Participant.
8.5 Each Participant of the LLC shall be entitled to a number of votes in
proportion to its share in the Charter Fund. In order for a meeting of
the Participants' Assembly to be deemed valid and effective, the
presence of Participants (either in person or through their
Representatives) holding in aggregate more than 71 percent of the votes
shall be required; provided, however, that the presence of the
Participants (either in person or through their Representatives)
representing all 100 percent of the votes shall be required in the
event that decisions are to be taken on those matters specified in
Article 7.4 hereof.
8.6 Decisions of the Participants' Assembly shall be considered
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valid and effective only if (i) approved at a valid and effective
meeting of the Participants' Assembly and (ii) approved by the
requisite vote as required in Article 7 above; provided, however, that
a Participant may not participate in the voting of its own expulsion in
the event it systematically and materially fails to fulfil its
obligations under the Foundation Agreement and this Charter as
determined in Article 14.2 below.
8.7 The minutes of a meeting of the Participants' Assembly shall be in
Ukrainian and English and shall be signed by all of the Representatives
in the meeting. The Ukrainian and English originals shall be kept at
the office of the LLC and copies shall promptly be sent to each
Representative and Participant.
8.8 A decision signed or approved in writing by all the Representatives and
Participants (or their designated appointee(s) pursuant to a power of
attorney) shall be as valid and effective as if the same had been made
at a meeting of the Participants' Assembly duly called and held. Such a
decision may consist of one or more documents in identical form each
signed or approved by all the Representatives and Participants.
8.9 Decisions of the Participants' Assembly can only be revoked or amended
by means of a separate decision of the Participants' Assembly made in
accordance with the provisions of this Charter and the Foundation
Agreement.
ARTICLE 9 DIRECTORATE
9.1 The day-to-day business operations of the LLC and the fulfilment of the
decisions of the Participants' Assembly shall be carried out by a
Directorate appointed by the Participants' Assembly as provided herein
("Directorate"). The Directorate shall consist of the General Director,
the Deputy General Director, the Financial Director (Chief Accountant),
the Sales Director and such other persons as the Participants' Assembly
may from time to time appoint. The Directorate shall be headed by the
General Director.
9.2 The General Director, the Deputy General Director, the Financial
Director (Chief Accountant) and the Sales Director shall be appointed
or dismissed by the decision of the Participants' Assembly. Intermedia,
and only Intermedia, shall have the right in its sole discretion to
nominate individuals for the position of Deputy General Director and
Financial Director (Chief Accountant) ("Intermedia Nominees"). AR shall
have the right in his sole discretion to nominate individuals for the
position of General Director and Sales Director ("AR Nominees").
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9.3 The Directorate shall be accountable to the Participants' Assembly and
shall ensure that the decisions of the Participants' Assembly are
carried out. The Directorate shall resolve all matters related to the
LLC's activities, excluding those within the exclusive competence of
the Participants' Assembly. In the event of a controversy between
members of the Directorate, the view or position of the General
Director shall prevail.
9.4 Subject to the limitations provided in this Charter and the Foundation
Agreement, the General Director shall be granted the following
authority and responsibilities:
9.4.1 overall authority over all decisions relating to the
day-to-day operations and management of the LLC and the LLC's
facilities;
9.4.2 hiring, supervising and dismissing personnel of the LLC
(except for members of the Directorate);
9.4.3 performance of all other duties which are assigned to the
General Director by the Participants' Assembly.
9.5 The General Director may delegate any of its authority and
responsibilities to another member of the Directorate.
9.6 The General Director shall be employed for a term of two (2) years from
the date of its appointment unless otherwise extended by the unanimous
vote of the interests present at a duly convened Participants'
Assembly.
9.7 Other members of the Directorate shall have such powers and duties as
specified by the Participants' Assembly.
ARTICLE 10 THE AUDIT COMMITTEE
10.1 The Audit Committee shall be established by the Participants' Assembly
and shall consist of three (3) persons elected for such period as
determined by the Participants' Assembly. Members of the Directorate
may not be members of the Audit Committee. Members of the Audit
Committee shall be appointed or dismissed by the decision of the
Participants' Assembly. Intermedia, and only Intermedia, shall be
entitled to nominate and call for the removal of the members of the
Audit Committee. AR shall vote for all individuals nominated by
Intermedia for the Audit Committee and shall vote for the dismissal of
any member of the Audit Committee as indicated by Intermedia.
10.2 The scope of powers and responsibilities of the Audit
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Committee, as well as the procedures for convening and holding its
meetings, shall be determined from time to time by the Participants'
Assembly by means of a 75% vote of the participation interest votes;
provided, however, that all decisions of the Audit Committee must be
approved by two of the three members of the Audit Committee.
ARTICLE 11 FINANCIAL ACTIVITY OF THE LLC
11.1 The fiscal year of the LLC shall correspond to the calendar year and
shall encompass the period from January 1 up to and including December
31 of the current calendar year.
11.2 In accordance with applicable Ukrainian legislation, the Directorate
shall be responsible for implementing the procedures established for
maintaining and insuring the accuracy of the financial and accounting
records of the LLC.
11.3 To the extent required by applicable Ukrainian law and/or according to
the decision of the Participants' Assembly, audits of the LLC's
financial and economic activities may be carried out by Ukrainian
and/or foreign auditing organizations.
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ARTICLE 12 ENTERING INTO AGREEMENTS AND OTHER DOCUMENTS
12.1 Subject to Articles 12.2 and 12.3, the General Director alone (and only
the General Director) shall have the authority to enter into documents,
agreements and contracts which bind the LLC; provided, however, that
the General Director may issue written powers of attorney to other
members of the Directorate to act in his stead.
12.2 Notwithstanding the foregoing Article 12.1, the entering into,
amendment or termination of any agreement, contract or other document
(or series of agreements, contracts or documents) or the issuance of
any payment order having a value in excess of Ten Thousand ($10,000)
U.S. Dollars or which have a duration of more than one (1) calendar
year (irrespective of their value) and (except for any compulsory
conversion as may be required by Ukrainian law) any act of currency
conversion in an amount over $10,000 U.S. dollars must be signed by at
least two (2) members of the Directorate: (i) the General Director and
(ii) either the Deputy General Director or the Financial Director
(Chief Accountant); provided, however, that all banking transactions
with a value of more than $5,000 U.S. dollars must be signed by both
the General Director and the Financial Director (Chief Accountant); and
further provided, that any banking transactions with a value of $5,000
U.S. dollars or less may be signed by the Financial Director alone.
12.3 To the extent required by Ukrainian law, any foreign economic
agreements on behalf of the LLC must be signed by the General Director
and by a person authorized to sign by a power of attorney issued under
the signature of the General Director.
ARTICLE 13 TERMINATION OF THE LLC
13.1 The LLC shall terminate its activity as a result of its reorganization
or liquidation. Reorganization of the LLC shall result in transfer of
all its property, rights and obligations to the LLC's legal successor.
13.2 The LLC shall be liquidated on the following grounds:
13.2.1 upon the termination of the Foundation Agreement as provided
in the Foundation Agreement;
13.2.2 as a result of expiration of the LLC's term;
13.2.3 by a unanimous decision of all Participants at the
Participants' Assembly; and/or
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13.2.4 by a valid court decision or arbitration award.
13.3 Liquidation of the LLC shall be carried out pursuant to applicable
Ukrainian legislation and the provisions of this Article 13.
13.4 In the event that the decision on liquidation is adopted, the
Participants' Assembly shall appoint a liquidation committee
("Liquidation Committee") which shall prepare and submit a liquidation
account balance to the Participants' Assembly. Upon appointment of the
Liquidation Committee, the powers of the General Director and the
Directorate shall be terminated and shall pass to the Liquidation
Committee.
13.5 Upon receiving and approving the liquidation account balance, the
Liquidation Committee shall take all measures necessary to satisfy all
of the LLC's liabilities. Any remaining property of the LLC (including
any funds in cash) shall be distributed to the Participants in
proportion to their shares in the Charter Fund.
13.6 The liquidation of the LLC shall be registered with the appropriate
governmental authority as required by then-existing legislation. The
LLC shall forfeit the rights of a legal entity from the date of its
removal from the state register or from such other date as may be
specified by applicable legislation.
ARTICLE 14 TERMINATION OF PARTICIPATION IN THE LLC AND LEGAL SUCCESSION
14.1 Any Participant shall be deemed to have terminated its participation in
the LLC if it (i) withdraws from the LLC or (ii) disposes of its share
in the Charter Fund in its entirety or (iii) for any other reason
ceases to be a Party to the Foundation Agreement and/or a Participant
in the LLC.
14.2 A Participant may not be expelled from the LLC. In the event that this
provision becomes ineffective or unenforceable pursuant to applicable
Ukrainian legislation, the Participants shall be able to expel a
Participant from the LLC under Article 64 of the Ukrainian Law on
Business Associations only if an applicable arbitration panel or court
has determined that the Participant to be expelled has systematically
and materially failed to fulfil its obligations under the Foundation
Agreement and this Charter.
14.3 Transfers, pledges or other dispositions of participation interests in
the LLC shall be subject to the transfer provisions as specified in the
Foundation Agreement. Subject to the transfer provisions of the
Foundation Agreement, a successor or heir to a Participant shall become
17
a participant in the LLC and a party to the Foundation Agreement.
ARTICLE 15 NOTICES AND MODIFICATIONS
15.1 All modifications to this Charter, and all notices sent pursuant to the
provisions of this Charter, except as otherwise provided in this
Charter, shall be given in the manner provided in the Foundation
Agreement.
ARTICLE 16 MISCELLANEOUS
16.1 This Charter shall enter into force on the date of its state
registration.
16.2 All disputes arising between the Participants with respect to the
interpretation of this Charter and the performance by the LLC or any of
the Participants of any obligations specified in this Charter shall be
resolved in the manner provided in the Foundation Agreement.
16.3 Any additions to this Charter mentioned herein shall constitute an
integral part of this Charter.
Signed on January 23, 1997 by the following Participants:
[signed]
/s/ Alexander Rodnianskii
---------------------------
Alexander Rodnianskii
ENTERPRISE "INTER - MEDIA"
as represented by the
Director, Chekanov S.V.
[signed]
---------------------------
By:
Position:
[seal]
Ky-
18
iv
[January 23, 1997,
I, Oleksyuk Y.E., a private notary of the Kyiv city notary district, hereby
certify the authenticity of the signatures of the director of the Enterprise
"Inter - Media", Serhiy Viktorovych Chekanov and the citizen, Alexander
Youkhimovich Rodnianskii, which have been made in my presence. The identity of
the citizen Rodnianskii A.Y and a representative who have signed the document
has been verified. The powers of the representative have been examined. The word
"General" which is struck out should not be read. Registered in the register
under No. 157-163 Payments have been collected according to an arrangement,
including state duty in the amount of 0.68 UAH.
PRIVATE NOTARY]
[signed]
[seal]
[seal]
[This document contains in total 18 (eighteen) sewn, numbered and sealed pages.
Private notary] [signed]
, , _ 880071, . .. 7 1991 .
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