Remark. The total amount of goods or securities not guaranteed by European States of prime order and purchased by the Bank for its own account, shall not exceed one quarter of the paid up capital of the Bank.

3) The purchase and the sale, for its own account or on commission for account of third parties, of precious metals in bullion or coin, of drafts, of transfers and of credits of every kind.

4) The opening of subscriptions for public loans and for issues of bonds and stocks.

5) The forwarding by sea, river and land of goods & the acceptance of goods as collateral for advances made, the issue of warrants, in compliance with the conditions stated in 11-b) section 1 of the present article.

6) The acceptance of bills of exchange with or without guarantee, according to the rules specified in the remark to 11-a) section 1 of the present article.

7) The opening of accounts for the deposit of money for limited or unlimited time as well as of simple current accounts.

8) The deposits and safe keeping of all kinds of securities and other valuables against a fixed commission.

9) The issue of bank notes in Taels, Dollars, Pounds Sterling and in other currency of the country, for an amount not to exceed the paid up capital and the reserves of the Bank.

The said banknotes shall be issued to bearer and to be redeemed on demand by the Bank or by those of its branches which have issued same.

Remark. The Bank must always have in reserve, an amount in cash not less than one third of the amount of banknotes in circulation.

10) The collection of duties in the Empire of China, and the transactions relating to the State treasury of the respective place, the coinage, with the authorization of the Chinese Government, of the country's money, the payment of the interest on loans, concluded by the Chinese Government, the acquisition of concessions for the construction of railways within the boundaries of China and the establishment of telegraph lines. 11) The loans and the opening of credits for a term not exceeding one year: a) against the deposit of Government securities and parts, shares and bonds of private corporations at a valuation not exceeding 90% of their market value.

Remark. In special cases, the Bank shall have the right to open to its customers, credits without special guarantee, but upon condition that the total sum of such credits shall not exceed one half of the capital (actually paid in) and of the reserve capital of the Bank, and that the opened credits shall not exceed a period of 4 months, at the expiration of which the Bank must, if the advances made are not refunded or guaranteed by collateral in conformity with the present Charter begin proceedings against the debtors to enforce payment. The members of the Board or the managers of the branches of the Bank, to whom the Board of Directors shall have given the right in question, are responsible for the adoption of measures to carry this into effect.

The Board has the right to extend in certain cases the said credits without special guarantee, for a term not exceeding one year. The rules, under which these extensions shall be granted, have to be submitted to the approval of the Minister of Finance of Russia.

b) against bills of lading, warrants, receipts of forwarding companies, of railroad companies and of steamship societies, for goods not perishable or subject to easy depreciation, up to an amount not exceeding 80% of the value of these goods, upon condition that they should be insured for at least 10% above the amount of the loan and for a term exceeding at least one month the term of the loan, and on condition that the policies will be deposited with the Bank.

Remark. Advances against tea can be made up to 90% of its value.

c) against deposit of precious metals not above their market value.

d) against deposits of goods not perishable or subject to easy depreciation, to an amount not exceeding 80% of their value, upon condition that they be stored in fireproof and perfectly safe warehouses, that they be insured against fire for at least 10%

above the amount of the loan demanded and for a period exceeding at least one month the term of the loan, that the policies be deposited with the Bank and that the rent of the warehouse be paid for a term which shall exceed by at least one month the period of the loan against the goods.

12) The insurance of goods against fire and accidents.

13) The purchase and the sale of real estate for account of third parties.

Remark. The purchase and sale of real estate in China are only allowed in the places open to foreign trade.

14) Every other credit-operation not mentioned in the preceding sections of the present article and in conformity with the customs and laws of the respective countries but only upon unanimous decision of the Board of Directors with the approval of the Minister of Finance of Russia.

II. Within the limits of the territory of the Russian Empire, the Bank has only the right of transacting the following operations:

1) The discount of Russian and foreign drafts and all other commercial papers for a term not exceeding nine months, as well as the rediscount of drafts and papers discounted by the Bank and endorsed by the Bank.

2) The purchase and sale for account of third parties and for its own account of all kinds of securities, issued or guaranteed by the Government and of mortgage securities; the purchase and sale of securities issued or guaranteed by foreign countries. For other securities than those issued by the french, english or german governments, a preliminary authorization from the Minister of Finance must in each case be obtained. 3) The collection of bills of exchange and other commercial papers or obligations matured as well as stocks remitted to the Bank.

4) Payments for account of third parties or companies, in the places in which there are branches or representatives of the Bank, upon condition that these payments be secured in advance either by the balance of current-account with the Bank of the parties or Companies, at whose orders payments will be made, or by deposits of collateral in safe and good securities.

5) The transfer of money in all cities of Russia or of foreign countries in which there are branches or representatives of the Bank.

6) The purchase and the sale for its own account or by order of third parties of precious metals in bullion or in coin, of drafts and transfers upon the interior and upon foreign countries, of certificates issued by mining departments for the receipt of gold in accordance with the mining regulations.

7) The issue of drafts, of transfers and of credits upon all parts of Russia and foreign countries.

8) The opening of subscriptions for public loans and for emissions of bonds and stocks, upon condition that they be approved every time by the Minister of Finance. 9) To give acceptance to drafts issued, on the Bank by its customers, against or without collateral.

10) The forwarding by sea, river and land of goods and the acceptance of goods as collateral for advances, with issue of warrants, but exclusively for business transactions relating to Eastern Asia.

11) The purchase and sale of goods, if that purchase and sale derives from the commercial operations in Eastern Asia.

Remark. The branches of the Bank in Vladivostok or in other places of Eastern Siberia will be permitted to enlarge the scope of their operations, which will be stipulated by the Minister of Finance at the time when the Board of Directors shall demand the authorization to open these branches.

III. The branches of the Bank established in European countries, Russia excepted, may carry on the operations authorized by the laws of the respective countries.

$15. The Bank may discount drafts, bills of exchange and all other commercial paper payable at definite terms bearing at least two signatures. The Bank may discount drafts bearing one signature if they are secured by deposits of stocks, precious metals or goods as collateral according to clause 11, section I of $14.

$16. The Bank may deliver, against sums deposited with it, certificates of deposit bearing interest or without any interest; these certificates shall be exclusively to order and transferable to third parties only by endorsement and such transfers have to be registered in the books of the Bank.

§17. The certificates of deposit of the Bank for sums deposited with it, as well as its shares may be accepted in Russia as collateral by all institutions of the State, at the price which shall be fixed by the Minister of Finance.

$18. If the borrower should not pay at maturity the amount due by him to the Bank for loans or credits secured by deposits of goods, stocks, etc., as collateral, this collateral shall be immediately sold, for account of the debtor, at public auction, without any notification to the debtor and without any judicial procedure. Such sale does not deprive the Bank of the right to bring proceedings for the payment of the balance remaining uncovered in accordance with the existing laws.

$19. The sums deposited with the Bank or placed there in account-current cannot be arrested or sequestrated except by due process of law. In such cases, the certificates of deposit, or the accountbooks delivered by the Bank must be presented to the Bank.

§20. The metals and other goods, the bills of lading, the receipts of forwarding companies, of railroad companies & of steamship societies, the stocks of every kind and other effects given to the Bank as security for advances, cannot be arrested nor sequestrated for the settlement of private or Government claims, until the Bank shall first reimburse itself for the sums advanced against these deposits, the interest thereon, fines and other expenses.

The sale of collateral for the recovery of amounts due to the Bank cannot, therefore, be stopped by any judicial measure.

$21. The total amount of the sums received by the Bank on deposit or in accountcurrent, of commercial paper re-discounted, notes emitted and of all the other liabilities contracted by it, shall in no case exceed ten times the paid up capital of the Bank and its reserve.

§22. The credit opened for each customer of the Bank, shall not exceed a sum equal to one tenth part of the paid up capital of the Bank. The amount of this credit may be increased upon a decision of the Board of Directors approved by the Minister of Finance of Russia.

$23. The cash reserves of the Bank together with its deposits on current account with other Banks shall not be less than 10% of the liabilities of the Bank. These reserves may be used in urgent cases, solely for the purpose of meeting the liabilities contracted by the Bank, upon condition, however, that the Bank shall take measures at once for restricting its loans and operations of discount.

§24. The Bank is prohibited to purchase its own shares and grant loans upon them. $25. The Bank is only allowed to purchase such real estate as may be necessary for the use of the Bank or of its branches and for the construction of warehouses.

PART III. BOARD OF DIRECTORS

$26. The management of the Bank shall be entrusted to the Board of Directors. $27. The Board of Directors of the Bank shall be composed of eleven members at most, elected by the General Meetings of shareholders, and their nomination shall be confirmed by the Minister of Finance.

Remark. For the first time, the President and the members of the Board shall be elected by the founders of the Bank.

§28. Any person elected a member of the Board must, upon entering the duties of his office, own at least 100 shares of the Bank, which shall be in custody of the Board and cannot be withdrawn until the General Meetings of shareholders shall have approved the account of operations carried on during the whole period during which he acted as a member of the Board.

§29. The members of the Board elected by the General Meetings shall remain in office for three years; at the expiration of this term and during the three following years, three members shall retire each year, either by agreement, or chosen by lot, and they shall be replaced by way of election by other members. Afterwards, three members shall retire each year, according to the seniority of their election.

Remark. The retiring members can be re-elected.

§30. After its formation, the Board shall elect from among its members, a president, who, in case of absence, shall be replaced by another member of the Board also

by election. After each Annual General Meeting the Board proceeds to the election of a president.

§31. In case a member of the Board should resign before the expiration of the term for which he was elected, in his stead will be elected, at the next General Meeting of shareholders, a new member upon the proposition of the Board, for the unexpired term of office of the retiring member. If, in consequence of resignation or temporary absence of its members, the Board should be reduced to less than four members, it has to designate a temporary member until the next General Meeting of shareholders or until the return of the absentee.

§32. In order to be valid, the decisions of the Board must be taken by three members at least, personally present or participating in the deliberations by telegraphic or postal communication. The decisions are carried by simple majority of votes. In case of a tie, the vote of the president is decisive.

§33. The duties of the Board include:

a) the keeping of the registry of the shares;

b) the management of all the business of the Bank;

c) the appointment of Managing-Directors and Vice-Directors of the Head Office, of Directors of the branches of the Bank and the nomination of representatives; d) the correspondence with the authorities and functionaries, according to the customs and the laws of the respective countries for all matters which do not concern the current operations of the Bank;

e) the presentation of the report, at the end of each year, on the operations and position of affairs of the Bank, and of the budget of expenses for the next year.

f) the examination of the proper means of developing the operations of the Bank; g) the general supervision of the business of the Bank; the revision of the operations of the managing Directors by members of the Board designated each time specially, or by other persons authorised by the Board;

h) the examination of all questions concerning business matters which do not enter into the current operations of the Bank;

i) the preliminary examination of all questions which are to be submitted to the General Meeting of shareholders;

j) the examination of all particularly important questions which may be submitted by Directors to the decision of the Board;

k) the designation of the persons who are to sign all engagements contracted by the Bank and the publication of the decisions in newspapers of St. Petersburg, Moscow and abroad.

$34. The Board of Directors may authorize one or more of its members to conduct the business of the Bank in the capacity of Managing-Director. The duties of Managing-Directors of the Bank or of members of the Board designated for this purpose, include:

a) the conduct of the operations of the Bank upon the basis established by the Board. To that effect, the Managing-Directors receive detailed instructions from the Board;

b) the appointment and the discharge of clerks of the Bank and the fixing of their salaries within the limits of the budget established by the Board;

c) the investment, according to the Charter, of the free resources of the Bank; d) the fixing of the rate of interest and of commission for all the operations of the Bank;

e) the relations with the local authorities for all the business of the Bank, according to the customs and laws of the respective countries.

$35. The Board, in its capacity of representative of the Bank, will act, under all circumstances, in the name of the latter, without special power of attorney, but no member of the Board shall act separately in the name of the Bank except by virtue of a special power from the Board.

Remark. The powers must be signed by at least 2 members of the Board.

§36. The members of the Board, the Managing-Directors and the Vice-Directors, the Directors of Branches as well as all other persons engaged in the service of the Bank, are bared [sic] from discounting their notes in the Bank.

§37. The President and the Members of the Board, as also the Managing-Directors, are not personally responsible for the liabilities of the Bank; but they are responsible, according to the general laws, if they exceed their power or if the Bank suffers losses through their illegal acts or negligence.

$38. The president of the Board, the members of the Board selected to perform the duties of Managing-Directors and the other members of the Board shall receive, for their services a remuneration to be determined by the General Meeting of Shareholders. §39. The members of the Board as also all the clerks, must keep secret everything regarding the business of the Bank, the matters of commerce and the private accounts, which are entrusted to them.

$40. The Bank shall have a seal, which shall be approved by the Minister of Finance of Russia.

PART IV. GENERAL MEETINGS OF SHAREHOLDERS

$41. All persons possessing shares of the Bank, have the right to assist at the General Meetings, but the right of vote pertains only to the shareholders who have at least 25 shares, those who possess 75 shares have two votes, those who possess 150 shares have three, those who possess 250 shares have four, and above 250 shares each 100 shares give the right to one vote.

In order to have the right to assist at the General Meetings, the holders of shares to bearer must present their shares to the Board not later than one month before the day fixed for the meeting. The holders of registered shares are not obliged to present them, but only those shall be admitted to the meeting whose shares have been inscribed in the registers of the Board not later than one month before the General Meeting.

§42. Shareholders possessing less than 25 shares may unite their shares by collective proxy in order to have the right to one or more votes upon the basis fixed by §41. The shareholder who has in this way obtained the right to vote by the uniting of shares, may receive proxies to vote in the place of other shareholders who are entitled to vote.

§43. An absent shareholder having the right to vote may transfer his right to another voting shareholder; however, no person can have more than two proxies and, in no event more than 20 votes both in his own name and as representing others.

Remark. The proxies for the right of voting shall be in the form of a letter which must be presented to the Board at least 3 days before the General Meeting. §44. Upon the basis of §41, 42 & 43 there will be drawn up before each General Meeting a list of shareholders having the right to vote; this list shall be printed and distributed among the shareholders upon their entering the meeting; two of the shareholders present will be invited to verify this list and the votes present.

$45. The General Meetings are Ordinary or Extraordinary. The first shall take place annually in June at the latest, the latter shall be called by the Board of Directors of the Bank at its discretion in order to deliberate upon questions which may require an immediate decision.

Remark. If shareholders possessing together fifty votes demand to call an extraordinary General Meeting, it will be the duty of the Board to comply to such demand.

§46. The call for a General Meeting shall be made by the Board by means of publications in the "Messager Officiel," the "Messager des Finances, de l'Industrie et du Commerce," in the "Gazette de Moscou" and in other Russian and foreign newspapers, selected by the Board, at least six weeks before the day fixed for the General Meeting. This publication shall indicate the questions which will be submitted to the deliberation of the shareholders.

§47. The General Meeting is considered as legally constituted if there are present at least 40 shareholders having the right to vote and possessing together at least one fifth of the shares issued by the Bank.-In a contrary case, a second meeting must be called, not sooner however than two weeks after the first. The decision of the shareholders present at this second meeting shall be final, whatever may be their number and the number of shares which they represent, but, only upon questions which were submitted to the first meeting, except in the cases provided for in §49.

§48. The General Meetings shall be presided by a shareholder, chosen by the meeting from the shareholders present at the meeting and no business can be transacted before the election of such president. Until his election however the meeting is presided by the president of the Board or a person acting in his name.