THE PROCEDURE OF HOLDING of the General Meeting of Shareholders of Vozrozhdenie Bank. (new edition)

Transcription

1 APPROVED By the General Meeting of Shareholders Minutes No. 1 dated June 1, 2015 Chairman of the General Meeting of Shareholders Vozrozhdenie Bank / Otar Margania / Seal THE PROCEDURE OF HOLDING of the General Meeting of Shareholders of Vozrozhdenie Bank (new edition) Moscow 2015

2 CONTENTS 1. GENERAL PROVISIONS WORKING BODIES OF THE GENERAL MEETING OF SHAREHOLDERS REGISTRATION OF SHAREHOLDERS PROCEDURE OF THE GENERAL MEETING OF SHAREHOLDERS VOTING AT THE GENERAL MEETING OF SHAREHOLDERS MINUTES OF THE GENERAL MEETING OF SHAREHOLDERS FINAL PROVISIONS

3 1. GENERAL PROVISIONS 1.1. This Procedure of holding of the General Meeting of Shareholders of Vozrozhdenie Bank (hereinafter referred to as the Procedure) stipulates the procedure of the General Meeting of Shareholders of Vozrozhdenie Bank (hereinafter referred to as the General Meeting of Shareholders and the Bank respectively) in accordance with the applicable legislation of the Russian Federation and the Articles of Association of the Bank The supreme management body of the Bank is the General Meeting of Shareholders that is convened and held in the manner and within the time prescribed by the applicable legislation of the Russian Federation, the Articles of Association of the Bank, the Regulation on the General Meeting of Shareholders of Vozrozhdenie Bank and this Procedure The functions of the Counting Board of the Bank are carried out by a professional member of securities market, the Registrar whose exclusive responsibility is to keep the register of holders of registered securities under the agreement with the Bank and who is licensed for this business activity in conformity with the applicable legislation of the Russian Federation (hereinafter referred to as the Counting Board and the Registrar respectively). 2. WORKING BODIES OF THE GENERAL MEETING OF SHAREHOLDERS 2.1. The working bodies of the General Meeting of Shareholders are as follows: Chairman of the General Meeting of Shareholders; Presidium of the General Meeting of Shareholders; Secretary of the General Meeting of Shareholders; Counting Board The Chairman of the Board of Directors of the Bank presides at the General Meeting of Shareholders. The powers of the Chairman of the Board of Directors to hold the General Meeting of Shareholders may be transferred to one of the members of the Board of Directors of the Bank by the decision of the Board of Directors. The decision is made by the majority of votes of the members of the Board of Directors attending the meeting. If the extraordinary General Meeting of Shareholders held to execute the court decision requiring the Bank to convene an extraordinary General Meeting of Shareholders is not attended by the person who chairs the General Meeting of Shareholders in conformity with the applicable legislation of the Russian Federation, t h e Articles of Association of the Bank, the Regulation on the General Meeting of Shareholders of Vozrozhdenie Bank and this Procedure, the Chairman of the General Meeting of Shareholders is the body (the chairman of the body) of the Bank or the person who holds the extraordinary General Meeting of Shareholders according to the court decision The Chairman of the General Meeting of Shareholders shall: open and close the General Meeting of Shareholders; announce the agenda of the General Meeting of Shareholders and the schedule of the speeches and reports on the agenda items; inform on the end of agenda items discussion and the start of vote counting; call on the members of the General Meeting of Shareholders to speak and answer the questions; ensure compliance with the procedure of the General Meeting of Shareholders prescribed by this Procedure and in-house documents of the Bank; make the decision to dismiss the violator from the room where the General Meeting of Shareholders is held in the event of flagrant violation of order in the course of the General Meeting of Shareholders; ensure the minuting of the General Meeting of Shareholders; 3

4 sign the Minutes of the General Meeting of Shareholders, and the report on the voting results at the General Meeting of Shareholders The Presidium of the General Meeting of Shareholders consists of: Chairman of the Board of Directors; Chairman of the Management Board; Deputy Chairmen of the Management Board who are the members of Board of Directors of the Bank; Secretary of the Board of Directors. Other persons participating in the General Meeting of Shareholders may also be included to the Presidium by the decision of the Chairman of the Board of Directors The Secretary of the General Meeting of Shareholders is the Secretary of the Board of Directors of the Bank, or, in his/her absence, any other person appointed by the Chairman of the General Meeting of Shareholders. The Secretary of the General Meeting of Shareholders shall: submit operational reports and explanatory notes on the questions raised during the General Meeting of Shareholders; accept and register applications of shareholders (their representatives) attending the General Meeting of Shareholders on authorising them to participate in debates on the agenda of the General Meeting of Shareholders, as well as accept and register questions; deliver the applications and questions of shareholders (their representatives) to the Chairman of the General Meeting of Shareholders; minute the General Meeting of Shareholders; sign the Minutes of General Meeting of Shareholders, and the report on the voting results of the General Meeting of Shareholders; ensure the order in the room where the General Meeting of Shareholders is held; involve the employees of the Bank responsible for security and order during public events in the event of flagrant violations of order and procedures during the General Meeting of Shareholders The functions of the Counting Board of the Bank are carried out by a professional member of securities market, the Registrar whose exclusive responsibility is to keep the register of holders of registered securities under the agreement with the Bank and who is licensed for this business activity in conformity with the applicable legislation of the Russian Federation (hereinafter referred to as the Counting Board and the Registrar respectively) When performing the functions of the Counting Board, the Registrar s authorised representatives shall: examine the authorities of the persons entitled to participate in the General Meeting of Shareholders or their representatives; register the participants of the General Meeting of Shareholders; determine a quorum at the General Meeting of Shareholders; clarify issues arising when the shareholders (their representatives) use their voting right at the General Meeting of Shareholders; clarify the rules of voting on issues put to the vote; ensure the established voting procedure and the shareholders right to vote; count the votes and summarize the voting results; prepare a report on the voting results; submit voting ballots to the archives of the Bank for permanent storage The Organising Committee on Preparation and Holding of the General Meeting of Shareholders makes arrangements and holds the General Meeting of Shareholders, 4

5 notifies shareholders, prepares and sends necessary documents, and interacts with the Registrar of the Bank on carrying out the functions of the Counting Board and providing the list of persons entitled to participate in the General Meeting of Shareholders. Members of the Organising Committee are approved by the Board of Directors of the Bank upon the recommendation of the Bank s Management Board. The Organising Committee may include members of the Board of Directors, members of the Management Board, the Secretary of Board of Directors of the Bank, as well as the Bank employees responsible for preparation and holding of the General Meeting of Shareholders. The Organising Committee makes arrangements to prepare and hold the General Meeting of Shareholders according to the Schedule on preparation of the General Meeting of Shareholders entered into force by the Regulation of the Chairman of t h e Management Board of the Bank. The Schedule sets the time frame for the events to prepare and hold the General Meeting of Shareholders, and specifies the persons responsible for such events. The Organising Committee settles disputes arising in the course of preparation before the General Meeting of Shareholders starts. 3. REGISTRATION OF SHAREHOLDERS 3.1. Shareholders attending the General Meeting of Shareholders held in the form of a meeting shall be registered by the Counting Board at the venue of holding the General Meeting of Shareholders. The time of start of the registration is determined by the Board of Directors and indicated in the notification on the General Meeting of Shareholders The shareholder has the right to participate in the General Meeting of Shareholders either in person or through his/her representative. The shareholder is entitled to replace his/her representative or participate in person in the General Meeting of Shareholders at any time The shareholder s representative at the General Meeting of Shareholders acts in accordance with the powers based on the directives of the federal laws or acts of the competent state or local authorities, or based on the written power of attorney. The voting proxy shall contain information about the represented person and the representative, which is specified in the Federal Law On Joint Stock Companies Persons entitled to participate in the General Meeting of Shareholders shall be registered, except for those whose ballots are received no later than two days before the date of the General Meeting of Shareholders, provided that participants vote on agenda items of the General Meeting of Shareholders by sending the completed voting ballots to the Bank. The persons who are entitled to participate in the General Meeting of Shareholders held in the form of a meeting and who voted by sending the completed voting ballots to the Bank, which were received no later than two days before the date of the General Meeting of Shareholders, shall be entitled to participate in the General Meeting of Shareholders and in this case the stated persons shall not be registered by the Counting Board for participation in the General Meeting. The documents certifying the powers of the successors and representatives of individuals included in the list of persons entitled to participate in the General Meeting of Shareholders (their copies certified in the prescribed manner) shall be attached to the voting ballots sent by these persons or submitted to the Counting Board when such persons are registered for participation in the General Meeting of Shareholders. Persons entitled to participate in the General Meeting of Shareholders shall be registered provided that those who turned up to participate in the General Meeting of 5

6 Shareholders have been identified by comparing the data in the list of persons entitled to participate in the General Meeting of Shareholders with the data of the documents presented (submitted) by specified persons The persons registering to participate in the General Meeting of Shareholders whose ballots were not received by the Bank or were received later than two days before the date of the General Meeting of Shareholders may demand the voting ballots with the note of their reissue against their signature The number of voting shares to determine that the General Meeting of Shareholders is quorate shall be counted simultaneously with the registration The General Meeting of Shareholders is quorate (has a quorum) if attended by shareholders or their representatives collectively holding more than half of the placed voting shares of the Bank. The quorum of the General Meeting of Shareholders (quorum on the agenda items of the General Meeting of Shareholders) is determined based on the number of the placed (in circulation and outstanding) voting shares of the Bank as at the date of the list of persons entitled to participate in the General Meeting of Shareholders, excluding: shares the ownership of which has been transferred to the Bank; shares which account for more than 30, 50 or 75 percent of the total number of the placed ordinary shares of the Bank, as well as the preference shares of the Bank giving the right to vote under Paragraph 5 Article 32 Federal Law On Joint Stock Companies, if such shares are held by a person who is obliged to make a mandatory offer under Article 84.2 Federal Law On Joint Stock Companies, but who has not submitted such mandatory offer to the Bank and its affiliates; shares repaid after the date of the list of persons entitled to participate in the General Meeting of Shareholder and before the date of the General Meeting of Shareholders; shares held by persons who are deemed interested in the Bank s transaction (several interrelated transactions) under Article 81 Federal Law On Joint Stock Companies provided that there is a quorum on the approval of the Bank s related party transaction (several interrelated transactions); shares held by members of the Board of Directors of the Bank or by persons holding positions in the management bodies of the Bank provided that there is a quorum on election of the Audit Commission of the Bank. When determining that there is a quorum and when counting votes, fractional votes are summed up without rounding In the absence of quorum for holding the Annual General Meeting of Shareholders, the reconvened General Meeting of Shareholders with the same agenda shall be held. In the absence of quorum for holding an extraordinary General Meeting of Shareholders, the reconvened General Meeting of Shareholders with the same agenda may be held The decision to hold the reconvened Annual General Meeting of Shareholders shall be made by the Board of Directors of the Bank. The decision to hold the reconvened extraordinary General Meeting of Shareholders shall be made by the Board of Directors of the Bank or by the person who convened the extraordinary General Meeting of Shareholders. The reconvened General Meeting of Shareholders is quorate (has a quorum) if 6

7 attended by shareholders collectively holding at least thirty percent of the placed voting shares of the Bank The General Meeting of Shareholders held in the form of a meeting shall begin if by the time of its start there is a quorum at least on one item included to the agenda of General Meeting of Shareholders If by the time of start of the General Meeting of Shareholders there is no quorum on any agenda item, the Chairman of the General Meeting of Shareholders announces that the General Meeting of Shareholders will be postponed for two hours. Rescheduling of the General Meeting of Shareholders is not allowed more than once. In the event that two hours after announcement of postponing the General Meeting of Shareholders, persons securing a quorum at least on one agenda item have not registered, the Chairman of the General Meeting of Shareholders announces that the Meeting has not been held Registration of persons entitled to participate in the General Meeting of Shareholders who have not registered before it starts is closed when the Chairman announces the end of the discussion of the last agenda item (last agenda item having a quorum) and before persons who have not voted start voting If by the start of the General Meeting of Shareholders there is a quorum only on separate agenda items, this General Meeting of Shareholders cannot be closed if by the end of the registration persons securing a quorum for taking decisions on other agenda items have registered After the end of discussion of the last agenda item having a quorum and before persons who have not voted start voting, those present at the General Meeting of Shareholders shall be notified of the number of votes held by the persons who have registered and (or) participated in the meeting at this point. 4. PROCEDURE OF THE GENERAL MEETING OF SHAREHOLDERS 4.1. A member of the Counting Board notifies the Chairman of the General Meeting of Shareholders whether there is a quorum at the start time of the Meeting. If there is no quorum on one or some items of the agenda of the General Meeting of Shareholders, the representative of the Counting Board notifies the Chairman of the General Meeting of Shareholders whether there is a quorum on each agenda item The Chairman of the General Meeting of Shareholders announces the opening (postponing) of the General Meeting of Shareholders The official language of the General Meeting of Shareholders is Russian The Chairman starts the General Meeting of Shareholders by announcing the number of registered shareholders and their representatives, as well as the number of t h e i r votes and the percentage of their votes in the total number of voting shares of the Bank The start time of the General Meeting of Shareholders is determined by the Board of Directors of the Bank. The General Meeting of Shareholders continues until the end of discussion of all agenda items. The Chairman of the General Meeting of Shareholders may announce a 15 minute break every 2 (two) hours of work. The Chairman of the General Meeting of Shareholders may decide to make a 45 minute lunch break after the first 4 (four) hours of work Those speaking at the General Meeting of Shareholders shall follow the following procedure: 7

8 - main speeches on agenda items - no more than twenty minutes; - debates up to five minutes; - answering the questions up to five minutes. One agenda item cannot be discussed for more than twenty minutes (excluding the time of the main speech) The shareholder (representative of the shareholder) willing to debate on agenda items of the General Meeting of Shareholders shall submit a signed written notification thereof to the Secretary of the General Meeting of Shareholders where his full name (name of the shareholder b e i n g a legal entity) and the question wording should be indicated. In the event of questions on agenda items of the General Meeting of Shareholders, the question should be addressed to the Secretary of t h e General Meeting of Shareholders; in addition to the question wording, the shareholder (representative of the shareholder) shall specify his full name (name of the shareholder being legal entity) and sign the notification The Secretary of the General Meeting of Shareholders considers the applications of shareholders (their representatives) to participate in the debates on the agenda items and transfers them to the Chairman of the General Meeting of Shareholders. The decision on participation in the debates on the agenda items is made by the Chairman of the General Meeting of Shareholders. 5. VOTING AT THE GENERAL MEETING OF SHAREHOLDERS 5.1. The voting at the General Meeting of Shareholders is based on the principle one voting share - one vote excluding the following cases: - the cumulative voting for election of the Board of Directors of the Bank; - there are fractional shares giving their holders the rights in the amount corresponding to the part of the fractional share in the whole share. Members of the Counting board shall collect the completed and signed voting ballots. If for any reason the shareholder (representative of the shareholder) did not submit the ballot during the voting, it is considered that such shareholder does not participate in the voting and his/her vote is not taken into account when counting the voting results The voting ballot includes: - full name of the shareholder; - the number of voting shares of the Bank he/she holds; - full company name and location of Vozrozhdenie Bank; - the form of holding of the General Meeting of Shareholders (meeting or absentee voting); - date, venue, time of the General Meeting of Shareholders - postal address for sending completed ballots; - deadline for submission of voting ballots; - the wording of decisions on each item (name of each candidate) on which the voting is executed; - the voting options on each agenda item including pro, contra or abstain ; - the notification that the voting ballot shall be signed by the shareholder or 8

9 his/her representative; - clarifications on the procedure of its completion under the applicable legislation of the Russian Federation In the ballot used for cumulative voting, such voting options as "pro", "contra" and "abstain" are given once in respect of all candidates on the list of candidates to the Board of Directors of the Bank, and there should a box for indicating the number of votes cast for a candidate against each candidate. The number of candidates among which votes are distributed in the event of cumulative voting may exceed the number of those to be elected to the Board of Directors of the Bank Persons registered for participation in the General Meeting of Shareholders held in the form of a meeting shall be entitled to vote on all agenda items since the opening of the General Meeting of Shareholders and until its closing, and if the voting results and decisions adopted by the General Meeting of Shareholders are announced at the Meeting - since the opening of the General Meeting of Shareholders and until the beginning of counting of votes on the agenda. Those who have not voted shall be given time for voting after the end of the discussion of the last item on the agenda of the General Meeting of Shareholders (last agenda item having a quorum) and before the closing of the General Meeting of Shareholders (the beginning of vote counting) Should two or more voting ballots of one person with different options of voting on one agenda item of the General Meeting of Shareholders be found in the course of vote counting, all such voting ballots shall be deemed invalid in respect of such agenda item. This rule does not apply to the voting ballots signed by the person issuing the power of attorney to vote in regard to the shares submitted after the date of the list of persons entitled to participate in the General Meeting of Shareholders, and (or) the persons acting under such powers of attorney where the number of votes cast for the corresponding voting option is indicated in the voting boxes specifying the number of votes cast for each voting option, and where there are appropriate marks prescribed by regulations of the federal executive body for the securities market The fact the voting ballot is deemed invalid on one, several or all items for voting by means of this ballot shall not be cause for excluding the votes of such ballot when determining that there is a quorum If there are more than one voting options left as to one or more candidates in the voting ballot on election of members of the Audit Commission of the Bank, such ballot shall be deemed invalid only with regard to the voting on the candidate(s) for whom there are more than one voting options left Votes on the ballot which is not signed by the person (representative of the person) entitled to participate in the General Meeting of Shareholders shall not be taken into account when summarizing the voting results at the General Meeting of Shareholders. Votes on the ballot which is not signed by the person (representative of the person) entitled to participate in the General Meeting of Shareholders shall not be considered when determining that there is a quorum at the General Meeting of Shareholders held in the form of absentee voting, as well as when determining that there is a quorum at the General Meeting of Shareholders held in the form of a meeting if the voting was carried out by sending the ballot to the Bank, which received the ballot no later than two days before the General Meeting of Shareholders Should the agenda of the extraordinary General Meeting of Shareholders include the items related to early termination of office of members of the Board of Directors and election of new members of the Board of Directors, the vote on election of new members of the Board of Directors of the Bank shall not be held unless the decision is made to early 9

10 terminate office of the previously elected members of the Board of Directors If the agenda of the General Meeting of Shareholders includes not only the issue of electing the Audit Commission of the Bank, but also the issue of electing members of the Board of Directors of the Bank, when summarizing the results of voting on election of the Audit Commission, the votes on shares owned by the candidates elected to the Board of Directors and the votes on shares owned by persons holding positions in the executive bodies of the Bank shall not be taken into account. The votes on shares owned by members of the Board of Directors whose powers have been terminated shall be taken into account when determining that there is a quorum and when summarizing the results of voting on election of the Audit Commission Should the voting ballots be considered invalid by the Counting Board, the votes on such ballots (excluding counting votes for determining that there is a quorum) shall not be taken into account. After drawing up and signing of the Minutes on the voting results of the General Meeting of Shareholders, the Counting Board seals up the ballots and submits them to the archives of the Bank for keeping The Counting Board shall prepare the Minutes on voting results. The Minutes on voting results shall be prepared within three working days after closing of the General Meeting of Shareholders or the deadline for filing the ballots when holding the General Meeting of Shareholders in the form of absentee voting. The Minutes on voting results of the General Meeting of Shareholders prepared by the Counting Board shall be signed by the persons authorised by the Registrar The decisions made by the General Meeting of Shareholders as well as the voting results may be announced at the General Meeting of Shareholders during which the voting was held and shall be disclosed to the persons included to the list of persons entitled to participate in the General Meeting of Shareholders in the form of a report on voting results as required for notification on holding the General Meeting of Shareholders within four business days after the date of closing the General Meeting of Shareholders or the deadline for filing ballots when holding the General Meeting of Shareholders in the form of absentee voting. If as at the date of compiling the list of persons entitled to participate in the General Meeting of Shareholders in the register of the Bank s shareholders, one of the persons is a nominee shareholder, the report on voting results is forwarded in electronic form (in the form of an electronic document signed by electronic signature) to a nominee shareholder. The nominee shareholder shall disclose the report on voting results received under this clause to his/her depositors report on the voting results obtained by him in the manner and within the time established by regulations of the Russian Federation or the deposit agreement. 6. MINUTES OF THE GENERAL MEETING OF SHAREHOLDERS 6.1. The Minutes of the General Meeting of Shareholders is based on the agenda, participants key points of speeches, registration log and the Minutes on voting results prepared by the Counting Board. Approval of the decision by the General Meeting of Shareholders and the Bank's shareholders present when making this decision shall be confirmed by the Registrar performing the functions of the Counting Board The Minutes of the General Meeting of Shareholders shall be prepared in two copies within three business days after closing of the General Meeting of Shareholders. Both copies shall be signed by the Chairman and the Secretary of the General Meeting of Shareholders. 10

11 The Minutes of the General Meeting of Shareholders shall include: full company name and location of the Bank; type of the General Meeting of Shareholders (annual or extraordinary); form of holding the General Meeting of Shareholders (meeting or absentee voting); the record date for the General Meeting of Shareholders; date of the General Meeting of Shareholders; venue of the General Meeting of Shareholders held in the form of joint presence (address where the meeting is held); agenda of the General Meeting of Shareholders; start and end time of registration of persons entitled to participate in the General Meeting of Shareholders held in the form of joint presence; opening and closing time of the General Meeting of Shareholders held in the form of joint presence, as well as start time of vote counting if the decisions made by the General Meeting of Shareholders and their voting results are announced at the General Meeting of Shareholders; postal address(es) to which completed voting ballots were addressed; number of votes on each agenda item owned by those on the list of persons entitled to participate in the General Meeting of Shareholders; number of votes per voting shares of the Bank for each agenda item of the General Meeting of Shareholders determined considering Clause 3.7. of the Procedure; number of votes on each agenda item owned by the persons who participated in the General Meeting of Shareholders indicating whether there was a quorum on each item; number of votes cast for each voting option ( pro, contra, and abstain ) on each agenda item of the General Meeting of Shareholders having a quorum; information about the persons who took part in the meeting (participants of the meeting). For the purpose of the Procedure, participants of the meeting refer to the list of individuals (their full name) and legal entities (their full company name) who took part in the voting by sending ballots or by attending the meeting; information about the persons who voted against the decision of the General Meeting of Shareholders on some agenda item and who required making a record thereof in the Minutes; wording of the decisions approved by the General Meeting of Shareholders on each agenda item; highlights of speeches and names of the speakers on each agenda item of the General Meeting of Shareholders held in the form of joint presence; full company name and location of the Registrar performing the functions of the Counting Board as well as names of the authorised representatives; Chairman (Presidium) and Secretary of the General Meeting of Shareholders; date of the Minutes of the General Meeting of Shareholders The decision of the General Meeting of Shareholders is considered approved (becomes legally effective) since the announcement of the approved decisions and voting results on agenda items at the General Meeting of Shareholders, and if not announced from the date of the Minutes of the General Meeting of Shareholders Minutes of the General Meeting of Shareholders are permanently kept at the location of the sole executive body of the Bank. 11

12 6.5. Upon written request of the shareholder, as well as upon the request of members of the Board of Directors, members of the Management Board, heads of internal divisions, and branch managers of the Bank, a copy of the Minutes of the General Meeting of Shareholders, or an extract thereof shall be provided. A copy of the Minutes of the General Meeting of Shareholders or an extract thereof are prepared within seven days from the date of receiving the relevant request. Copies of the Minutes of the General Meeting of Shareholders and extracts thereof are signed by the Secretary of the Board of Directors and are certified with the seal of the Bank. 7. FINAL PROVISIONS 7.1. This Procedure shall be approved by the General Meeting of Shareholders, by the majority of votes of the shareholders participating in the General Meeting of Shareholders upon the proposal of the Board of Directors of the Bank Amendments and alterations to the Procedure or approval of its revised version shall be made by the General Meeting of Shareholders in the manner prescribed by the applicable legislation of the Russian Federation and by the Articles of Association of the Bank Should some clauses of this Procedure conflict with the applicable legislation of the Russian Federation because of changes in the legislation, laws and regulations shall prevail. In such cases the Bank's shareholders, members of the Board of Directors, the Chairman of the Management Board and members of the Management Board as well as internal divisions of the Bank shall be governed by the applicable laws and regulations of the Russian Federation until amendments to the Procedure have been approved. 12