Public Joint Stock Company "Aeroflot - Russian Airlines " 1 APPROVED by the Annual General Meeting of Shareholders of PJSC “Aeroflot” of June 27, 2016 Minutes No.38 dated June 30, 2016 THE ARTICLES OF ASSOCIATION OF PUBLIC JOINT STOCK COMPANY «AEROFLOT - RUSSIAN AIRLINES” (Revision 9) Moscow 2016 Public Joint Stock Company "Aeroflot - Russian Airlines" 2 CONTENTS Article 1. General Provisions........................................................................................... 3 Article 2. Name and Location of the Company............................................................. 3 Article 3. Legal Status of the Company ......................................................................... 3 Article 4. Liabilities of the Company............................................................................... 4 Article 5. Branches and Representative Offices of the Company ............................. 5 Article 6. Subsidiaries ........................................................................................................ 5 Article 7. The Purpose and Types of Activities of the Company ............................... 5 Article 8. Assets and Authorized Capital of the Company.......................................... 7 Article 9. Founders and Shareholders of the Company.............................................. 9 Article 10. Profits and Funds of the Company.............................................................. 9 Article 11. Securities of the Company ........................................................................... 9 Article 12. Ensuring Shareholders’ Rights Related to the Placement of Shares and Issueable Securities of the Company Convertible Into Shares........................................... 13 Article 13. Rights of Shareholders - Holders of the Company’s shares ................... 13 Article 14. Company Dividends ...................................................................................... 14 Article 15. The Register of the Shareholders of the Company .................................. 16 Chapter 16. The General Meeting of Shareholders .................................................... 16 Chapter 17. Preparation for the General Meeting of Shareholders .......................... 24 Article 18. The Extraordinary General Meeting of Shareholders............................... 29 Article 19. The Board of Directors of the Company..................................................... 31 Article 20. Meetings of the Board of Directors of the Company ................................ 35 Article 21. Executive Bodies of the Company .............................................................. 37 Article 22. Liabilities of the Members of the Board of Directors, the General Director, the Members of the Executive Board, and Persons Interested in the Execution of a Transaction by the Company............................................................................................ 41 Article 23. Supervision over Financial and Economic Activity of the Company ...... 42 Article 24. Bookkeeping and Financial Reporting of the Company .......................... 42 Article 25. Company Documents Custody and Information Disclosure ................... 43 Article 26. Reorganization and Liquidation of the Company ...................................... 44 Article 27. Final Provisions.............................................................................................. 45 Public Joint Stock Company "Aeroflot - Russian Airlines" 3 Article 1. General Provisions Public Joint Stock Company «Aeroflot - Russian Airlines» (hereinafter, the Company), formerly named Open Joint Stock Company «Aeroflot - Russian Airlines”, Open Joint Stock Company «Aeroflot - Russian International Airlines», established in compliance with Regulations of the Russian Federation Government No. 527 of July 28, 1992 «On Measures of Organization of International Air Communications of the Russian Federation», No. 267 of April 1, 1993 «On Joint Stock Company “Aeroflot - Russian International Airlines” and No. 314 of April 12, 1994 «On Adoption of the Articles of Association of Joint Stock Company «Aeroflot - Russian International Airlines» » as a Result of Reorganization of Industrial and Commercial Company “Aeroflot - Soviet Airlines”, the Central Administration of International Air Communications of the Civil Aviation of the Order of the Red Banner of Labour, the International Commercial Administration of the Civil Aviation, the Sheremetyevo Aviation and Technical Enterprise, the Center of International Settlements of the Civil Aviation, Inter-Regional Agency of Air Services «Rossia», including the rights and obligations provided for by international agreements of the Russian Federation and the former USSR on air traffic with foreign countries, as well as by contracts and agreements of the above said enterprises with foreign airlines, firms and companies. The Company is a corporate commercial entity and its operations is guided by the Civil Code of the Russian Federation, the Air Code of the Russian Federation, Federal law No. 208-FZ of December 26, 1995 «On Joint-Stock Stock Companies» (hereinafter the Federal Law “On Joint Stock Companies”) and other statues and regulations of the Russian Federation. Article 2. Name and Location of the Company 2.1 The full corporate name of the Company is: in Russian: публичное акционерное общество «Аэрофлот - российские авиалинии»; in English: Public Joint Stock Company ”Aeroflot - Russian Airlines”. 2.2 The abbreviated name of the Company: in Russian: ПАО «Аэрофлот»; in English: PJSC ” Aeroflot”. 2.3 The Company’s place of business: the city of Moscow The Company’s address: Arbat St., 10, Moscow 119002, Russian Federation. Article 3. Legal Status of the Company 3.1 The Company is a legal entity under the law of the Russian Federation. The Company acquires its legal capacity from the moment of entry of information on its establishment into the Unified State Register of Legal Entities. The Company has in its possession separate assets that are accounted at its own balance sheet. Public Joint Stock Company "Aeroflot - Russian Airlines " 4 The Company may obtain and exercise on its behalf civil rights and civil obligations, to be a plaintiff and a defendant in any court. 3.2 The Company is entitled to open bank accounts in the territory of the Russian Federation and abroad. 3.3 The Company has a unique corporate emblem, a seal with the Company’s name in Russian and in English bearing its location and emblem, stamps and letterheads with its full name and emblem, as well as one or several trademarks registered in conformity with the established procedure and other means of visual identification. The Company in the capacity of the legal successor is the exclusive owner of the trademark «Aeroflot». 3.4 The main base airport of the Company is Sheremetyevo airport (Moscow Region, Khimkinsky District). Under the existing standards and regulations of the International Civil Aviation Organization (ICAO) applicable in the Russian Federation the Company has in its base airport the priority right against other airlines that operate from and are based in Sheremetyevo Airport to use parking stands for own aircraft, buildings and facilities as may be necessary for ground (technical and commercial) service of its own flights as well as fulfilling its contract obligations before foreign airlines carrying out flights to Sheremetyevo Airport in accordance with the terms and conditions of international agreements of the Russian Federation and the former Soviet Union on air communication with foreign countries. 3.5 In accordance with international agreements of the Russian Federation and of the former USSR in the sphere of the Civil Aviation as well as to the standards and regulations of ICAO applicable in the Russian Federation the Company is a national carrier of the Russian Federation. 3.6 A fiscal year of the Company coincides with a calendar year. Article 4. Liabilities of the Company 4.1 The Company shall be held liable for all its obligations by all the property in its possession. 4.2 The State and its bodies shall not be held liable for the Company’s obligations, nor the Company shall be held liable for the State’s or its bodies’ obligations. 4.3 The Company shall not be held liable for its shareholders’ obligations. 4.4 The shareholders shall not be held liable for the Company’s obligations except as provided by the Civil Code of the Russian Federation and other laws. 4.5 The Company, with the objective of implementation of the State social, economic and taxation policies shall be liable for: - safe keeping of documents (bylaws, management, financial and economic, etc.); - transferring document of scientific and historic importance to state agencies for retention and storage; - custody, safety and use in the established order of the employees’ personal files. Public Joint Stock Company "Aeroflot - Russian Airlines" 5 Article 5. Branches and Representative Offices of the Company 5.1 The Company shall have the right to open in accordance with the established order branches and representative offices in the Russian Federation and abroad provided it follows the Federal Law «On Joint Stock Companies» and other Federal laws, and outside the Russian Federation - in compliance with the law of the foreign country in which branches and representative offices are located unless otherwise provided for by any international agreement of the Russian Federation. 5.2 Branches and representative offices shall operate