RESTATED CERTIFICATE OF INCORPORATION

 

                                       OF

 

                                 CTC MEDIA, INC

 

(PURSUANT TO SECTION 242 AND 245 OF THE GENERAL CORPORATION LAW OF THE STATE OF

DELAWARE)

 

     CTC Media, Inc., a corporation organized and existing under and by virtue

of the provisions of the General Corporation Law of the State of Delaware

 

     DOES HEREBY CERTIFY:

 

     A. That the name of the corporation is CTC Media, Inc. and that this

corporation was originally incorporated pursuant to the General Corporation Law

of the State of Delaware on October 18, 1989 under the name StoryFirst

Distribution, Inc.

 

     B. That the Board of Directors duly adopted resolutions proposing to amend

and restate the Restated Certificate of Incorporation of this corporation,

declaring said amendment and restatement to be advisable and in the best

interests of this corporation and its stockholders, and authorizing the

appropriate officers of the corporation to solicit the consent of the

stockholders therefor, which resolution setting forth the proposed amendment and

restatement is as follows:

 

     RESOLVED, that the Restated Certificate of Incorporation of this

corporation be amended and restated in its entirety as follows:

 

     FIRST: The name of the corporation is CTC Media, Inc.

 

     SECOND: The address of the corporation's registered office in the State of

Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, and

the name of its registered agent at that address is The Prentice-Hall

Corporation System, Inc.

 

     THIRD: The nature of the business or purposes to be conducted or promoted

by the corporation is to engage in any lawful act or activity for which

corporations may be organized under the General Corporation Law of the State of

Delaware.

 

     FOURTH: The total number of shares of all classes of stock which the

corporation shall have authority to issue is One Hundred Seventy Five Million

Seven Hundred Seventy Two Thousand One Hundred Seventy Three (175,772,173)

shares of Common Stock, $0.01 par value per share ("Common Stock").

 

     The number of authorized shares of Common Stock may be increased or

decreased (but not below the number of shares thereof then outstanding) by the

affirmative vote of the holders of a majority of the stock of the corporation

entitled to vote, irrespective of the provisions of Section 242(b)(2) of the

General Corporation Law of the State of Delaware.

 

 

 

 

     FIFTH: Except as otherwise provided herein, the corporation reserves the

right to amend, alter, change or repeal any provision contained in this

Certificate of Incorporation, in the manner now or hereafter prescribed by

statute and this Certificate of Incorporation, and all rights conferred upon

stockholders herein are granted subject to this reservation.

 

     SIXTH: In furtherance and not in limitation of the powers conferred upon it

by the laws of the State of Delaware, the Board of Directors shall have the

power to adopt, amend, alter or repeal the corporation's By-laws. The

affirmative vote of at least seventy-five percent (75%) of the directors on the

Board of Directors shall be required to adopt, amend, alter or repeal the

corporation's By-laws. The corporation's By-laws also may be adopted, amended,

altered or repealed by the affirmative vote of the holders of at least

seventy-five percent (75%) of the votes which all the stockholders would be

entitled to cast in any annual election of directors or class of directors, in

addition to any other vote required by this Certificate of Incorporation.

Notwithstanding any other provisions of law, this Certificate of Incorporation

or the By-Laws of the corporation, and notwithstanding the fact that a lesser

percentage may be specified by law, the affirmative vote of the holders of at

least seventy-five percent (75%) of the votes which all the stockholders would

be entitled to cast in any annual election of directors or class of directors

shall be required to amend or repeal, or to adopt any provision inconsistent

with, this Article SIXTH.

 

     SEVENTH: Except to the extent that the General Corporation Law of the State

of Delaware prohibits the elimination or limitation of liability of directors

for breaches of fiduciary duty, no director of the corporation shall be

personally liable to the corporation or its stockholders for monetary damages

for any breach of fiduciary duty as a director, notwithstanding any provision of

law imposing such liability. No amendment to or repeal of this provision shall

apply to or have any effect on the liability or alleged liability of any

director of the corporation for or with respect to any acts or omissions of such

director occurring prior to such amendment or repeal.

 

     EIGHTH: The corporation shall provide indemnification as follows:

 

     1. Actions, Suits and Proceedings Other than by or in the Right of the

Corporation. The corporation shall indemnify each person who was or is a party

or threatened to be made a party to any threatened, pending or completed action,

suit or proceeding, whether civil, criminal, administrative or investigative

(other than an action by or in the right of the corporation) by reason of the

fact that he or she is or was, or has agreed to become, a director or officer of

the corporation, or is or was serving, or has agreed to serve, at the request of

the corporation, as a director, officer, partner, employee or trustee of, or in

a similar capacity with, another corporation, partnership, joint venture, trust

or other enterprise (including any employee benefit plan) (all such persons

being referred to hereafter as an "Indemnitee"), or by reason of any action

alleged to have been taken or omitted in such capacity, against all expenses

(including attorneys' fees), judgments, fines and amounts paid in settlement

 

 

 

actually and reasonably incurred by or on behalf of Indemnitee in connection

with such action, suit or proceeding and any appeal therefrom, if Indemnitee

acted in good faith and in a manner which Indemnitee reasonably believed to be

in, or not opposed to, the best interests of the corporation, and, with respect

to any criminal action or proceeding, had no reasonable cause to believe his or

her conduct was unlawful. The termination of any action, suit or proceeding by

judgment, order, settlement, conviction or upon a plea of nolo contendere or its

equivalent, shall not, of itself, create a presumption that Indemnitee did not

act in good faith and in a manner which Indemnitee reasonably believed to be in,

or not opposed to, the best interests of the corporation, and, with respect to

any criminal action or proceeding, had reasonable cause to believe that his or

her conduct was unlawful.

 

     2. Actions or Suits by or in the Right of the Corporation. The corporation

shall indemnify any Indemnitee who was or is a party to or threatened to be made

a party to any threatened, pending or completed action or suit by or in the

right of the corporation to procure a judgment in its favor by reason of the

fact that Indemnitee is or was, or has agreed to become, a director or officer

of the corporation, or is or was serving, or has agreed to serve, at the request

of the corporation, as a director, officer, partner, employee or trustee of, or

in a similar capacity with, another corporation, partnership, joint venture,

trust or other enterprise (including any employee benefit plan), or by reason of

any action alleged to have been taken or omitted in such capacity, against all

expenses (including attorneys' fees) and, to the extent permitted by law,

amounts paid in settlement actually and reasonably incurred by or on behalf of

Indemnitee in connection with such action, suit or proceeding and any appeal

therefrom, if Indemnitee acted in good faith and in a manner which Indemnitee

reasonably believed to be in, or not opposed to, the best interests of the

corporation, except that no indemnification shall be made under this Section 2

in respect of any claim, issue or matter as to which Indemnitee shall have been

adjudged to be liable to the corporation, unless, and only to the extent, that

the Court of Chancery of Delaware shall determine upon application that, despite

the adjudication of such liability but in view of all the circumstances of the

case, Indemnitee is fairly and reasonably entitled to indemnity for such

expenses (including attorneys' fees) which the Court of Chancery of Delaware

shall deem proper.

 

     3. Indemnification for Expenses of Successful Party. Notwithstanding any

other provisions of this Article, to the extent that an Indemnitee has been

successful, on the merits or otherwise, in defense of any action, suit or

proceeding referred to in Sections 1 and 2 of this Article EIGHTH, or in defense

of any claim, issue or matter therein, or on appeal from any such action, suit

or proceeding, Indemnitee shall be indemnified against all expenses (including

attorneys' fees) actually and reasonably incurred by or on behalf of Indemnitee

in connection therewith.

 

     4. Notification and Defense of Claim. As a condition precedent to an

Indemnitee's right to be indemnified, such Indemnitee must notify the

corporation in writing as soon as practicable of any action, suit, proceeding or

investigation involving such Indemnitee for which indemnity will or could be

sought; provided, however, that the failure to so notify in a timely manner

shall not result in a loss of indemnification rights provided by this Article

EIGHTH if such failure does not prejudice the corporation. With respect to any

action, suit, proceeding or investigation of which the corporation is so

notified, the corporation will be entitled to participate therein at its own

expense and/or to assume the defense thereof at its own expense, with legal

counsel reasonably acceptable to Indemnitee. After notice from the corporation

to Indemnitee of its election so to assume such defense, the corporation shall

not be liable to Indemnitee for any legal or other expenses subsequently

incurred by Indemnitee in connection with such action, suit, proceeding or

investigation, other than as provided below in this Section 4. Indemnitee shall

have the right to employ his or her own counsel in connection with such action,

suit, proceeding or investigation, but the fees and expenses of such counsel

incurred after notice from the corporation of its assumption of the defense

thereof shall be at the expense of Indemnitee unless (i) the employment of

 

 

 

counsel by Indemnitee has been authorized by the corporation, (ii) counsel to

Indemnitee shall have reasonably concluded that there may be a conflict of

interest or position on any significant issue between the corporation and

Indemnitee in the conduct of the defense of such action, suit, proceeding or

investigation or (iii) the corporation shall not in fact have employed counsel

to assume the defense of such action, suit, proceeding or investigation, in each

of which cases the fees and expenses of counsel for Indemnitee shall be at the

expense of the corporation, except as otherwise expressly provided by this

Article EIGHTH. The corporation shall not be entitled, without the consent of

Indemnitee, to assume the defense of any claim brought by or in the right of the

corporation or as to which counsel for Indemnitee shall have reasonably made the

conclusion provided for in clause (ii) above. The corporation shall not be

required to indemnify Indemnitee under this Article EIGHTH for any amounts paid

in settlement of any action, suit, proceeding or investigation effected without

its written consent. The corporation shall not settle any action, suit,

proceeding or investigation in any manner which would impose any penalty or

limitation on Indemnitee without Indemnitee's written consent. Neither the

corporation nor Indemnitee will unreasonably withhold or delay its consent to

any proposed settlement.

 

     5. Advance of Expenses. Subject to the provisions of Section 6 of this

Article EIGHTH, in the event that the corporation does not assume the defense

pursuant to Section 4 of this Article EIGHTH of any action, suit, proceeding or

investigation of which the corporation receives notice under this Article, any

expenses (including attorneys' fees) incurred by or on behalf of Indemnitee in

defending an action, suit, proceeding or investigation or any appeal therefrom

shall be paid by the corporation in advance of the final disposition of such

matter; provided, however, that the payment of such expenses incurred by or on

behalf of Indemnitee in advance of the final disposition of such matter shall be

made only upon receipt of an undertaking by or on behalf of Indemnitee to repay

all amounts so advanced in the event that it shall ultimately be determined that

Indemnitee is not entitled to be indemnified by the corporation as authorized in

this Article; and further provided that no such advancement of expenses shall be

made under this Article EIGHTH if it is determined (in the manner described in

Section 6) that (i) Indemnitee did not act in good faith and in a manner he

reasonably believed to be in, or not opposed to, the best interests of the

corporation, or (ii) with respect to any criminal action or proceeding,

Indemnitee had reasonable cause to believe his conduct was unlawful. Such

undertaking shall be accepted without reference to the financial ability of

Indemnitee to make such repayment.

 

     6. Procedure for Indemnification. In order to obtain indemnification or

advancement of expenses pursuant to Section 1, 2, 3 or 5 of this Article EIGHTH,

an Indemnitee shall submit to the corporation a written request. Any such

advancement of expenses shall be made promptly, and in any event within 30 days

after receipt by the corporation of the written request of Indemnitee, unless

the corporation determines within such 30-day period that Indemnitee did not

meet the applicable standard of conduct set forth in Section 1, 2 or 5 of this

Article EIGHTH, as the case may be. Any such indemnification, unless ordered by

a court, shall be made with respect to requests under Section 1 or 2 only as

authorized in the specific case upon a determination by the corporation that the

indemnification of Indemnitee is proper because Indemnitee has met the

 

 

 

applicable standard of conduct set forth in Section 1 or 2, as the case may be.

Such determination shall be made in each instance (a) by a majority vote of the

directors of the corporation consisting of persons who are not at that time

parties to the action, suit or proceeding in question ("disinterested

directors"), whether or not a quorum, (b) by a committee of disinterested

directors designated by majority vote of disinterested directors, whether or not

a quorum, (c) if there are no disinterested directors, or if the disinterested

directors so direct, by independent legal counsel (who may, to the extent

permitted by law, be regular legal counsel to the corporation) in a written

opinion, or (d) by the stockholders of the corporation.

 

     7. Remedies. The right to indemnification or advancement of expenses as

granted by this Article shall be enforceable by Indemnitee in any court of

competent jurisdiction. Neither the failure of the corporation to have made a

determination prior to the commencement of such action that indemnification is

proper in the circumstances because Indemnitee has met the applicable standard

of conduct, nor an actual determination by the corporation pursuant to Section 6

of this Article EIGHTH that Indemnitee has not met such applicable standard of

conduct, shall be a defense to the action or create a presumption that

Indemnitee has not met the applicable standard of conduct. Indemnitee's expenses

(including attorneys' fees) reasonably incurred in connection with successfully

establishing Indemnitee's right to indemnification, in whole or in part, in any

such proceeding shall also be indemnified by the corporation.

 

     8. Limitations. Notwithstanding anything to the contrary in this Article,

except as set forth in Section 7 of this Article EIGHTH, the corporation shall

not indemnify an Indemnitee pursuant to this Article EIGHTH in connection with a

proceeding (or part thereof) initiated by such Indemnitee unless the initiation

thereof was approved by the Board of Directors of the corporation.

Notwithstanding anything to the contrary in this Article, the corporation shall

not indemnify an Indemnitee to the extent such Indemnitee is reimbursed from the

proceeds of insurance, and in the event the corporation makes any

indemnification payments to an Indemnitee and such Indemnitee is subsequently

reimbursed from the proceeds of insurance, such Indemnitee shall promptly refund

indemnification payments to the corporation to the extent of such insurance

reimbursement.

 

     9. Subsequent Amendment. No amendment, termination or repeal of this

Article or of the relevant provisions of the General Corporation Law of the

State of Delaware or any other applicable laws shall affect or diminish in any

way the rights of any Indemnitee to indemnification under the provisions hereof

with respect to any action, suit, proceeding or investigation arising out of or

relating to any actions, transactions or facts occurring prior to the final

adoption of such amendment, termination or repeal.

 

     10. Other Rights. The indemnification and advancement of expenses provided

by this Article shall not be deemed exclusive of any other rights to which an

Indemnitee seeking indemnification or advancement of expenses may be entitled

under any law (common or statutory), agreement or vote of stockholders or

disinterested directors or otherwise, both as to action in Indemnitee's official

capacity and as to action in any other capacity while holding office for the

corporation, and shall continue as to an Indemnitee who has ceased to be a

director or officer, and shall inure to the benefit of the estate, heirs,

 

 

 

executors and administrators of Indemnitee. Nothing contained in this Article

shall be deemed to prohibit, and the corporation is specifically authorized to

enter into, agreements with officers and directors providing indemnification

rights and procedures different from those set forth in this Article. In

addition, the corporation may, to the extent authorized from time to time by its

Board of Directors, grant indemnification rights to other employees or agents of

the corporation or other persons serving the corporation and such rights may be

equivalent to, or greater or less than, those set forth in this Article.

 

     11. Partial Indemnification. If an Indemnitee is entitled under any

provision of this Article to indemnification by the corporation for some or a

portion of the expenses (including attorneys' fees), judgments, fines or amounts

paid in settlement actually and reasonably incurred by or on behalf of

Indemnitee in connection with any action, suit, proceeding or investigation and

any appeal therefrom but not, however, for the total amount thereof, the

corporation shall nevertheless indemnify Indemnitee for the portion of such

expenses (including attorneys' fees), judgments, fines or amounts paid in

settlement to which Indemnitee is entitled.

 

     12. Insurance. The corporation may purchase and maintain insurance, at its

expense, to protect itself and any director, officer, employee or agent of the

corporation or another corporation, partnership, joint venture, trust or other

enterprise (including any employee benefit plan) against any expense, liability

or loss incurred by him in any such capacity, or arising out of his status as

such, whether or not the corporation would have the power to indemnify such

person against such expense, liability or loss under the General Corporation Law

of the State of Delaware.

 

     13. Savings Clause. If this Article or any portion hereof shall be

invalidated on any ground by any court of competent jurisdiction, then the

corporation shall nevertheless indemnify each Indemnitee as to any expenses

(including attorneys' fees), judgments, fines and amounts paid in settlement in

connection with any action, suit, proceeding or investigation, whether civil,

criminal or administrative, including an action by or in the right of the

corporation, to the fullest extent permitted by any applicable portion of this

Article that shall not have been invalidated and to the fullest extent permitted

by applicable law.

 

     14. Definitions. Terms used herein and defined in Section 145(h) and

Section 145(i) of the General Corporation Law of the State of Delaware shall

have the respective meanings assigned to such terms in such Section 145(h) and

Section 145(i).

 

Ninth:   This Article is inserted for the management of the business and for the

conduct of the affairs of the corporation.

 

     1. General Powers. The business and affairs of the corporation shall be

managed by or under the direction of the Board of Directors.

 

     2. Number of Directors; Election of Directors. The number of directors of

the corporation shall be established by the Board of Directors, but in no event

shall exceed eleven (11). Election of directors need not be by written ballot,

except as and to the extent provided in the By-laws of the Corporation.

 

 

 

 

     3. Classes of Directors. The Board of Directors shall be and is divided

into three classes: Class I, Class II and Class III.

 

     4. Terms of Office. Each director shall serve for a term ending on the date

of the third annual meeting following the annual meeting at which such director

was elected; provided, that each director initially appointed to Class I shall

serve for a term expiring at the corporation's annual meeting of stockholders

held in 2007; each director initially appointed to Class II shall serve for a

term expiring at the corporation's annual meeting of stockholders held in 2008;

and each director initially appointed to Class III shall serve for a term

expiring at the corporation's annual meeting of stockholders held in 2009;

provided further, that the term of each director shall continue until the

election and qualification of his successor and be subject to his earlier death,

resignation or removal.

 

     5. Quorum. The greater of (a) a majority of the directors at any time in

office and (b) one-third of the number of directors fixed pursuant to Section 2

of this Article NINTH shall constitute a quorum. If at any meeting of the Board

of Directors there shall be less than such a quorum, a majority of the directors

present may adjourn the meeting from time to time without further notice other

than announcement at the meeting, until a quorum shall be present.

 

     6. Action at Meeting. Every act or decision done or made by a majority of

the directors present at a meeting duly held at which a quorum is present shall

be regarded as the act of the Board of Directors unless a greater number is

required by law or by this Certificate of Incorporation.

 

     7. Removal. Directors of the corporation may be removed only for cause and

only by the affirmative vote of the holders of at least seventy-five percent

(75%) of the votes that all the stockholders would be entitled to cast in any

annual election of directors or class of directors.

 

     8. Vacancies. Except as provided by law or the By-laws of the corporation,

any vacancy or newly created directorships in the Board of Directors, however

occurring, shall be filled only by vote of a majority of the directors then in

office, although less than a quorum, or by a sole remaining director and shall

not be filled by the stockholders. A director elected to fill a vacancy shall

hold office until the next election of the class for which such director shall

have been chosen, subject to the election and qualification of a successor and

to such director's earlier death, resignation or removal.

 

     9. Stockholder Nominations and Introduction of Business, Etc. Advance

notice of stockholder nominations for election of directors and other business

to be brought by stockholders before a meeting of stockholders shall be given in

the manner provided by the By-laws of the corporation.

 

     10. Amendments to Article. Notwithstanding any other provisions of law,

this Certificate of Incorporation or the By-laws of the corporation, and

notwithstanding the fact that a lesser percentage may be specified by law, the

affirmative vote of the holders of at least seventy-five percent (75%) of the

votes which all the stockholders would be entitled to cast in any annual

election of directors or class of directors shall be required to amend or

repeal, or to adopt any provision inconsistent with, this Article NINTH.

 

 

 

 

     TENTH: Stockholders of the corporation may not take any action by written

consent in lieu of a meeting. Notwithstanding any other provisions of law, this

Certificate of Incorporation or the By-laws of the corporation, and

notwithstanding the fact that a lesser percentage may be specified by law, the

affirmative vote of the holders of at least seventy-five percent (75%) of the

votes which all the stockholders would be entitled to cast in any annual

election of directors or class of directors shall be required to amend or

repeal, or to adopt any provision inconsistent with, this Article TENTH.

 

     ELEVENTH: Special meetings of stockholders for any purpose or purposes may

be called at any time by the Board of Directors, the Chairman or either

Co-Chairman of the Board, but such special meetings may not be called by any

other person or persons. Business transacted at any special meeting of

stockholders shall be limited to matters relating to the purpose or purposes

stated in the notice of meeting. Notwithstanding any other provision of law,

this Certificate of Incorporation or the By-laws of the corporation, and

notwithstanding the fact that a lesser percentage may be specified by law, the

affirmative vote of the holders of at least seventy-five percent (75%) of the

votes which all the stockholders would be entitled to cast in any annual

election of directors or class of directors shall be required to amend or

repeal, or to adopt any provision inconsistent with, this Article ELEVENTH.

 

                                      * * *

 

     C. The foregoing amendment and restatement was approved by holders of the

requisite number of shares of said corporation in accordance with Section 228 of

the General Corporation Law of the State of Delaware.

 

     D. That said Restated Certificate of Incorporation, which restates and

further amends the provisions of this corporation's Restated Certificate of

Incorporation, has been duly adopted in accordance with Sections 242 and 245 of

the General Corporation Law of the State of Delaware.

 

     IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been

executed by its duly authorized officer as of [o], 2006.

 

                              CTC MEDIA, INC.

 

 

 

                             By:

                                 -----------------------------------------------

                                 Alexander Rodnyansky

                                 President and Chief Executive Officer

 

[As Filed: 04-11-2006]