Material Facts

Information on material fact ”Shareholders’ meetings decisions”
1. General information
1.1. Full company’s name (name for non-profit organization) Open Joint Stock Company “Aeroflot – Russian Airlines”.
1.2.Abbreviated issuer’s name OJSC ”Aeroflot”
1.3. Issuer’s location 125167, Moscow, Leningradskiy prospect 37, b. 9.
1.4. Issuer’s PSRN 1027700092661
1.5. Tax payer ID number 7712040126
1.6. Unique issuer’s code 00010 – A
1.7. Website address, used by issuer for information disclosure www.aeroflot.ru www.skrin.ru
1.8. Title of the periodic edition (editions), used by issuer for information publication “Rossiskaya gazeta” newspaper, Supplement to the FFMS bulletin
1.9. Code (codes) for material fact (facts) 2100010A22092005
2. Contents of information
2.1. Extraordinary shareholders’ meeting
2.2. Shareholders’ resolution in lieu of an extraordinary meeting
2.3. Date of the meeting 19.09.2005
2.3. Quorum of the shareholders’ meeting is 555 289 694 of the company’s allocated voting shares (50% + 1 share out of votes’ number belonging to entities with the right to participate in the company’s shareholders’ meetings
2.4. Issues, put to vote and voting results
AGENDA:
"Approval of major deal on Aeroflot's acquisition of six new Il-96-300 aircrafts on the condition of financial rent (lease) from OJSC "Ilyushin Finance Co" on the following conditions:
- The term of financial rent (lease) for aircrafts to be acquired is 15 years;
- Monthly lease rate amounts to USD319 000 excluding VAT (the basis lease payment), increased by the sums, received as subsidies from the federal budget, sums, equal to Ilyushin Finance Co counterclaims on loan repayment as well as additional payments, paid in the cases, specified in the agreement;
- Monthly deductions for technical maintenance amount to:
   a) USD220 for flight hour (excluding VAT) - for components repair;
   b) USD93 for flight hour for every engine (including VAT) - for engines repair;
   c) USD106 for flight hour (including VAT) - deductions for major repair (F4).
- Total sum of the lease payments for each aircraft makes USD57 420 000 excluding VAT (basis part of the lease payment), increased by the sums, received as federal budget subsidies, and Ilyushin Finance Co counterclaims on loan repayment as well as additional payments, paid in the cases, specified in the agreement;
- OJSC "Aeroflot" grants OJSC Ilyushin Finance Co a loan for six Il-96-300 aircrafts at the rate of 2 750 000 (two million seven hundred and fifty thousand) US dollars
- Redemption value of one aircraft amounts to 39 000 000 (thirty nine million) US dollars before VAT The total number of votes with the right to participate in the shareholders' meeting, uninterested in the deal, amounts to 526 222 952 or 47, 38% of the company's equity capital. Entities, which jointly have 333 789 031 votes or 63.43% of the total votes' number or 30.05% of the equity capital, took part in the shareholders' meeting agenda voting. Thus, there is a quorum to make a decision on the issue. In accordance with the section 4 article 84 of the Federal Law "On the Joint Stock Companies" 263 111 477 affirmative votes are required to make a decision since decision on agenda is made by the majority votes of all shareholders, not interested in the deal. In accordance with the Counting Commission Protocol, dated September 20, 2005, shareholders voted on the agenda with the following results:
  • "FOR" 324 922 720 votes, which amounts to 61,75% out of all shareholders, owning voting shares or 29.26% of the company's equity capital.
  • "AGAINST" 443 454 votes, which amounts to 0.08% out of all shareholders, owning voting shares or 0.04% of the company's equity capital.
  • "ABSTAINED" 8 248 991 votes, which amounts to 1.57% out of all shareholders, owning voting shares or 0.74% of the company's equity capital.

173 866 votes were not counted because ballots were declared invalid (including agenda voting), which makes 0.03% of the voting shareholders, uninterested in the deal.

2.5. Following the voting results a DECISION was made to "Approve major deal on Aeroflot's acquisition of six new Il-96-300 aircrafts on the condition of financial rent (lease) from OJSC "Ilyushin Finance Co" on the following conditions:
- The term of financial rent (lease) for aircrafts is 15 years;
- Monthly lease rate amounts to USD319 000 excluding VAT (the basis lease payment), increased by the sums, received as subsidies from the federal budget, sums, equal to cross Ilyushin Finance Co demands on loan repayment as well as additional payments, paid in the cases, specified in the agreement;
- Monthly deductions for technical maintenance amount to:
   a) USD220 for flight hour (excluding VAT) - for components repair;
   b) USD93 for flight hour for every engine (including VAT) - for engines repair;
   c) USD106 for flight hour (including VAT) - deductions for major repair (F4).
- Total sum of the lease payments for each aircraft makes USD57 420 000 excluding VAT (basis lease payment), increased by the sums, received as federal budget subsidies, and Ilyushin Finance Co counterclaims on loan repayment as well as additional payments, paid in the cases, specified in the agreement;
- OJSC "Aeroflot" grants OJSC Ilyushin Finance Co a loan for six Il-96-300 aircrafts at the rate of 2 750 000 (two million seven hundred and fifty thousand) US dollars
- Redemption value of one aircraft amounts to 39 000 000 (thirty nine million) US dollars before VAT - APPROVED

3. Signature
3.1. Strategic and Corporate Development Deputy Managing Director S.S. Kharitonov
(signature) stamp
3.2. Date "22" September 2005