24 April 2009
The Board of Directors held its regular meeting on April, 24 2009 and made a decision to hold the annual General Meeting of Shareholders. The Board of Directors approved the date, time and venue of the annual General Meeting of Shareholders as June 26, 2009; 12:00 Moscow time; Conference hall of Bank Vozrozhdenie located at 7/4 Luchnikov pereulok, Moscow.
The Agenda of the annual General Meeting of Shareholders includes the items on approval of the Annual Report, financial statements, and income statements for 2008, consideration of the Board of Directors’ report, election of the Board of Directors, Audit Commission and Bank’s Auditor.
The following decisions were made in the course of preparation to the annual General Meeting of Shareholders: preliminary approval of the Annual Report, establishing the list of information (materials) to be submitted to the shareholders for the meeting, approval of the form and wording of the voting ballot, determination of the order of shareholders/ notification about the annual General Meeting of Shareholders.
The Board of Directors approved May 8, 2009, at 19:00 Moscow time as a date of establishing the list of shareholders having the right to participate in the AGM.
The Board of Directors approved the candidates to the Board of Directors and Audit Commission proposed by the HR and Compensations Committee. There were no changes in the abovementioned bodies’ staff comparing to the previous year.
According to the Articles of Association a Chairman of the Management Board shall be elected every 5 years. Thus the item on election of a Chairman of the Management Board was included to the meeting’s agenda. The Board of Directors has unanimously nominated Mr. Dmitry Orlov as a candidate to the Chairman of the Management Board position
The Board of Directors decided to propose to the annual General Meeting of Shareholders to approve dividends payout according to the results of 2008 according to the following rates of dividends per one share of certain category (type):
— ordinary non-documentary registered shares with face value of 10 rubles each — 5% of the face value;
— preferred non-documentary registered shares with fixed rate of dividends with face value of 10 rubles each — 20% of the face value;
Taking into account the Bank’s positive financial results for the last year and effective activity of the independent directors who are members of the Audit Committee and the HR and Compensations Committee the Shareholders’ Meeting was suggested to approve compensations payouts to the members of those Committees according to the Regulation on compensations and remunerations to the members of the Board of Directors approved by the annual General Meeting of Shareholders in 2008.
The annual General Meeting of Shareholders was suggested to approve Alterations to the Bank’s Articles of Association, to the Regulation on the Board of Directors and to the Regulation on the Bank’s executive bodies that would include decisions made by the Board of Directors during the passed year as well as changes in the current legislation.
ZAO PricewaterhouseCoopers audit was suggested for approval as the Bank’s official auditor according to the recommendations of the Audit Committee which held its meeting the day before.
Also the Board of Directors considered and approved the Report of the Controller over Bank Vozrozhdenie activity at the securities market as well as Q1 2009 Report on compliance with the rules of internal control on combating legalization (laundering) of criminally obtained revenues and terrorist financing which were preliminary analyzed by the Audit Committee.