Article 67.2. The Corporate Agreement

1. Participants in a business association or some of them have the right of concluding between themselves an agreement on the realisation of their corporate (membership) rights (corporate agreement) in accordance with which they undertake to exercise these rights in a certain manner or to abstain from (refuse) exercising them, for instance to vote in a certain way at a general meeting of participants in the association, commit in a coordinated manner the other actions whereby the association is managed, acquire or alienate stakes in its charter capital (shares) at a specific price or upon the onset of specific circumstances or abstain from alienating stakes (shares) until the onset of specific circumstances.

2. The corporate agreement shall not obligate the parties thereto to vote according to directions of the bodies of the association, to define the structure of the bodies of the association and the competence thereof.

The terms of the corporate agreement which contravene the rules of Paragraph 1 of the present item are null and void.

The corporate agreement may establish the duty of the parties thereto to vote at a general meeting of participants in the association for inclusion in the charter of the association of provisions that define the structure of the association's bodies and their competence, if according to the present Code and laws on business associations a change of the structure of the association's bodies and of their competence is admissible according to the association's charter.

3. The corporate agreement shall be concluded in writing by means of drawing up one document signed by the parties.

4. The participants in a business association which have concluded a corporate agreement shall notify the association about the fact that the corporate agreement has been concluded, and in this case its content shall not necessarily be disclosed. In the event of default on execution of this duty the participants in the association which are not parties to the corporate agreement have the right to demand compensation for the losses they have sustained.

Information on the corporate agreement concluded by shareholders of a public joint stock company shall be disclosed within the limits, in the procedure and on the terms which are envisaged by a law on joint stock companies.

Except as otherwise established by a law, information on the content of the corporate agreement concluded by participants in a non-public association is not subject to disclosure and is confidential.

5. The corporate agreement does not create duties for persons not taking part in it as parties (Article 308).

6. Breach of a corporate agreement may serve as a ground for deeming invalid a decision of the business association's body on an action brought by a party to that agreement, provided as of the time when the business association's body took the relevant decision all the participants in the business association were party to the corporate agreement.

Deeming invalid a decision of a business association's body in keeping with the present item per se shall not entail the invalidity of the business association's transactions with third persons concluded under such decision.

A transaction concluded by a party to a corporate agreement in breach of that agreement may be deemed invalid by a court on a complaint filed by a participant in the corporate agreement only if the other party to the transaction knew or had to know about the restrictions envisaged by the corporate agreement.

7. The parties to the corporate agreement have no right to refer to the invalidity thereof in connection with its contravening the provisions of the charter of the business association.

8. Terminating the right of one of the parties to the corporate agreement to a stake in the charter capital (shares) of the business association shall not entail termination of the corporate agreement in respect of the other parties thereto, except as otherwise envisaged by that agreement.

9. Creditors of the association and other third persons may conclude an agreement with the participants in the business association according to which the latter undertake for the purpose of security the law-protected interest of such third persons to exercise their corporate rights in a certain way or to abstain from (refuse) exercising them, for instance to vote in a certain way at a general meeting of participants in the association, commit in a coordinated manner the other actions whereby the association is managed, acquire or alienate stakes in its charter capital (shares) at a certain price or upon the onset of certain circumstances or to abstain from alienating stakes (shares) until the onset of certain circumstances. Accordingly, that agreement is subject to the rules concerning the corporate agreement.

10. The rules concerning the corporate agreement are applied to the agreement on the formation of the business association respectively, except as otherwise established by a law or ensues from the essence of the relationships of the parties to such agreement.