July 11, 2006
1. General information. | |
1.1. Full official name of issuer (name for non-commercial organisation) | Joint Stock Company Bank Vozrozhdenie |
1.2. Abbreviated official name of issuer | V. Bank |
1.3. Residence of issuer | 7/4, Luchnikov Lane, building 1, Moscow, 101999, Russian Federation |
1.4. Basic state registration number of issuer | 1027700540680 |
1.5. Taxpayer identification number of issuer | 5000001042 |
1.6. Unique code attributed to issuer by registration authority | 1439 |
1.7. Address of web site used by issuer for disclosure of information: | http://www/vbank.ru/investors/material-facts |
1.8. Name of printed periodical (periodicals) used by issuer for disclosure of information | Daily News. Moscow Region |
2. Contents of information |
2.1. Kind of general meeting (annual, extraordinary). Annual. |
2.2. Form of held general meeting. Meeting. |
2.3. Date and place of held general meeting. June 30, 2006, 7/4, Luchnikov Lane, building 1, Moscow. |
2.4. Quorum of general meeting. Number of votes held by shareholders taking part in meeting and entitled to vote on matters Nos. 1 to 9, 11 and 13 in agenda of the general meeting: 16,472,149 votes or 87.86 per cent in total number of voting shares; number of votes held by shareholders taking part in meeting and entitled to vote on matters Nos. 10 and 12 in agenda of the general meeting: 7,702,758 votes or 77.62 per cent in total number of voting shares, with exception of voting shares held by members of the Supervisory Council or persons taking other positions in administrative bodies of the Bank; therefore, quorum was provided to adopt resolutions on all the matters in agenda of the annual general meeting of Joint Stock Company Bank Vozrozhdenie |
2.5. Matters put on voting and results of voting thereon. 1. Approval of annual statement, approval of annual financial accounts, profit and loss account of 2005, distribution of profit: in favour — 16,403,541, against — 55,544, abstained — 184. 2. On payment (declaration) of dividends for 2005: in favour — 16,466,949, against — 3,792, abstained — 800. 3. Approval of the Report by the Supervisory Council: in favour — 16,411,485, against — 59,828, abstained — 800. 4. Approval of the Articles of Association of Joint Stock Company Bank Vozrozhdenie in a new version: in favour — 16,412,494, against — 57,944, abstained — 1,707. 5. Approval of the Regulations of the General Meeting of Shareholders of Joint Stock Company Bank Vozrozhdenie in a new version: in favour — 16,412,334, against — 57,944, abstained — 1,867. 6. Approval of the Procedure of the General Meeting of Shareholders of Joint Stock Company Bank Vozrozhdenie: in favour — 16,412,737, against — 4, abstained — 57,404. 7. Approval of the Regulations of the Council of Directors of Shareholders of Joint Stock Company Bank Vozrozhdenie: in favour — 16,412,581, against — 57,944, abstained — 1,620. 8. Approval of the Regulations of the executive bodies of Shareholders of Joint Stock Company Bank Vozrozhdenie in a new version: in favour — 16,412,581, against — 57,944, abstained — 1,620. 9. Approval of the Regulations of the Auditing Commission of Shareholders of Joint Stock Company Bank Vozrozhdenie in a new version: in favour — 16,412,581, against — 57,944, abstained — 1,620. 10. On approval of transactions executed with interests: in favour — 7,640,235, against — 58,800, abstained — 3,635. 11. Election of the Supervisory Council (Council of Directors). Results of cumulative voting (number of votes in favour of nominated candidate): Mr. Yuriy Mikhailovich Marinichev — 16,195,464 Mr. Dmitriy Lvovich Orlov — 16,544,478 Mr. Sergei Alexandrovich Vybornov — 15,988,733 Mr. Alexander Ivanovich Goev — 15,977,556 Ms. Lyudmila Antonovna Goncharova — 16,090,148 Mr. Nikolai Yakovlevich Demin — 20,189,457 Mr. Alexander Vitalievich Dolgopolov — 16,014,439 Mr. Alexander Nikolaevich Zhizhaev — 15,961,334 Mr. Nikolai Stepanovich Zatsepin — 15,961,203 Ms. Valentina Mikhailovna Kabanova — 15,993,420 Mr. Otari Leontievich Marganiya — 15,960,774 Mr. Rustem Mansurovich Usmanov — 15,960,930 against all candidates — 38,400, abstained for all candidates — 24,432. 12. Election of the Auditing Commission. Mr. Viktor Anatolievich Afonin: in favour — 7,296,511, against — 412, abstained — 57,173. Ms. Tamara Nikolaevna Lapinskaya: in favour — 7,295,160, against — 3,212, abstained — 56,176. Ms. Svetlana Alekseevna Markina: in favour — 7,295,288, against — 3,212, abstained — 56,132. Ms. Natalia Anatolievna Romanenko: in favour — 7,295,064, against — 3,204, abstained — 56,188. 13. Approval of the external auditor: in favour — 16,412,043, against — 88, abstained — 56,932. |
2.5. Formulations of resolutions adopted by general meeting. On the first matter in the agenda: 1.1. To approve the annual statement of Joint Stock Company Bank Vozrozhdenie for 2005. 1.2. To approve the annual financial accounts, profit and loss account of Joint Stock Company Bank Vozrozhdenie for 2005. 1.3. To approve the following distribution of profit of Joint Stock Company Bank Vozrozhdenie for 2005 (roubles): Balance profit of accounted period — 1,106,772,508.62 Used profit of accounted period — 215,731,544.22 including: total profit tax — 210,927,260.00 other taxes and duties — 4,804,284.22 |
Profit to be distributed — 891,040,964.40 including: fund for payment of dividends — 11,963,357.00 fund for accumulation — 874,077,607.40 fund for the Chairman of the Board — 5,000,000.00 On the second matter in the agenda: 2.1. To approve the following rate of dividend per one share: — for ordinary non-documentary registered shares with the nominal value of 10 roubles each — 5 % of the nominal value; — for preferential non-documentary registered shares with fixed rate of dividends and nominal value of 10 roubles each — 20 % of the nominal value. 2.2. To give the right to receive the annual dividends to the shareholders included in the register of shareholders of Joint Stock Company Bank Vozrozhdenie on May 11, 2006 (end of business day of the registrar). 2.3. To provide non-cash payment of dividends from August 21, 2006 to August 29, 2006 in accordance with the bank requisites specified in the system of the register of shareholders of Joint Stock Company Bank Vozrozhdenie, if there are no such bank requisites, to provide cash payment of dividends to individual shareholders of Joint Stock Company Bank Vozrozhdenie through the Bank offices from August 21, 2006. On the third matter in the agenda: 3.1. To approve the Report by the Supervisory Council of Joint Stock Company Bank Vozrozhdenie. 3.2. To recognise the work of the Supervisory Council of Joint Stock Company Bank Vozrozhdenie as satisfactory. On the fourth matter in the agenda: 4.1. To approve the Articles of Association of Joint Stock Company Bank Vozrozhdenie in a new version. 4.2. To give the Chairman of the Supervisory Council (Council of Directors) of Joint Stock Company Bank Vozrozhdenie the right to sign the application for registration of the Articles of Association of Joint Stock Company Bank Vozrozhdenie in a new version. On the fifth matter in the agenda: To approve the Regulations of the General Meeting of Shareholders of Joint Stock Company Bank Vozrozhdenie in a new version. On the sixth matter in the agenda: To approve the Procedure of the General Meeting of Shareholders of Joint Stock Company Bank Vozrozhdenie On the seventh matter in the agenda: To approve the Regulations of the Council of Directors of Shareholders of Joint Stock Company Bank Vozrozhdenie On the eighth matter in the agenda: To approve the Regulations of the executive bodies of Shareholders of Joint Stock Company Bank Vozrozhdenie in a new version. On the ninth matter in the agenda: To approve the Regulations of the Auditing Commission of Shareholders of Joint Stock Company Bank Vozrozhdenie in a new version. On the tenth matter in the agenda: 10.1. To approve the transactions by and between the Bank and interested persons of the Bank (lending credits, money placement on deposit, providing bank guarantee, acquisition of deposit certificates or promissory notes of the Bank, and others), which may be executed in standard terms for the period ending on the following annual general meeting of shareholders in the course of ordinary business of the Bank, in accordance with the licence to carry out banking operations). The prices of the said transactions with the interested persons will be determined, in accordance with the Regulations of the Basic Resource Management Principles of Joint Stock Company Bank Vozrozhdenie, in Russian roubles and foreign currency. |
10.2. To determine the maximum price for transactions of each kind for each of the interested persons, not exceeding 5 per cent of the balance value of assets, according to the information in the financial accounts of the Bank on the last accounting date before the annual general meeting of shareholders held in 2006. 10.3. To determine that the material terms of the transactions of interest to be executed within the limits, which are fixed by the general meeting of shareholders, should not differ materially from the terms of similar transactions with uninterested persons. On the eleventh matter in the agenda: To elect the following members in the Supervisory Council (Council of Directors) Joint Stock Company Bank Vozrozhdenie: Mr. Yuriy Mikhailovich Marinichev; Mr. Dmitriy Lvovich Orlov; Mr. Sergei Alexandrovich Vybornov; Mr. Alexander Ivanovich Goev; Ms. Lyudmila Antonovna Goncharova; Mr. Nikolai Yakovlevich Demin; Mr. Alexander Vitalievich Dolgopolov; Mr. Alexander Nikolaevich Zhizhaev; Mr. Nikolai Stepanovich Zatsepin; Ms. Valentina Mikhailovna Kabanova; Mr. Otari Leontievich Marganiya; Mr. Rustem Mansurovich Usmanov. On the twelfth matter in the agenda: To elect the following members in the Auditing Commission of Joint Stock Company Bank Vozrozhdenie: Mr. Viktor Anatolievich Afonin; Ms. Tamara Nikolaevna Lapinskaya; Ms. Svetlana Alekseevna Markina; Ms. Natalia Anatolievna Romanenko. On the thirteenth matter in the agenda: To approve PricewaterhouseCoopers Audit (Closed Joint-Stock Company) as the official external auditor of the Bank. |
3.1. Deputy Chairman of the Board of Joint Stock Company Bank Vozrozhdenie | (signature) | A. V. Dolgopolov |
| 3.2. 10th July, 2006 | Stamp |
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