Annual General Meeting of Shareholders

On June 28th, the annual Shareholders' General Meeting of the bank Vozrozhdeniye was held, where the performance results of the year 2001 were summarized. Bank Vorozhdeniye holds strong and steady positions on the Russian market of bank services. Rating agencies steadily assign it to the category of reliable and sound financial institutions. At the moment, the Bank provides services to more than 35,000 corporate clients across 20 regions of Russia.

Over the reviewed year, the Bank's assets kept steady dynamics of growth. In the previous year, the Bank's capital calculated according to IAS totalled RUR 297 million. The amount of net assets of the Bank grew by 31% in 2001 ( nearly by 1/3) and totalled RUR 13.5 billion. The Bank's assets mostly increased due to the growth of the loan portfolio. Over the reviewed period, its volume grew by 20% and at the end of 2001 reached RUR 8.8 billion, where the real sector accounts for the major share in its structure. In 2001 MJSCB Vozrozhdeniye granted over RUR 400 million loans to the agricultural enterprises within the framework of the state program of lending to the agricultural producers at the expense of the Bank's funds with subsidising of the part of interest from the budget funds.

In 2001 the Bank kept developing and implementing new high technology services, such as bankcards, electronic payments through Client-Bank system, servicing of subscribers of the mobile provider MTS (Mobile Tele Systems). Over the past year, the Bank issued over 100,000 bankcards and as at January 1st 2002 their number exceeded 200,000. Herewith, the Bank was continuously developing its infrastructure for bankcard servicing. The network of 155 cash advance outlets located in branches and additional offices was supplemented by the network of 24-hour ATMs, the number of which in the previous year reached 100 (in the Moscow Region over 60). The Bank is developing the network of merchant and service providers accepting its cards in the Moscow Region and other regions where such services have not yet been provided. By developing its clearing system the Bank contributes to making the financial flows more transparent and levying taxes more effectively.

The crucial factor affecting the Bank's dynamic and steady development is the extensive branch network. Over 100 branches of the Bank operate across 20 regions of Russia. The Bank's branches and additional offices cover nearly all districts of the Moscow Region. Also the Bank continues to extend the network of territorial divisions in the regions - additional offices have been opened in Volgodonsk, Tula and Khabarovsk. At the same time, the process of optimisation of the regional network operations goes on providing for cost cutting on branch maintenance.

Special emphasis in the Bank's activities has been placed on building up the resource base, in particular on growing of private deposits. In 2001, volumes of individual deposits doubled and at the year end they totaled RUR 2.8 billion. Expansion of the customer base and introduction of the new types of services contributed to the growth of non-interest income, including fee and commission income, which has increased nearly by 30% compared to the previous year.

It should be noted, that the financial result of the Bank's current activities (before formation of additional reserves) was positive by the results of the year and totaled RUR 186.6 million. For all operations of the Bank (on the credit, currency and stock market; fee and commission) earnings exceeded expenses. So, net interest income totaled RUR 345 million, profit from operations with securities - RUR 111.5 million, profit from operations on the currency market - RUR 117.1 million.

Dynamic development and the performance results of the Bank in the reviewed period would enable us to progress steadily in the year 2002. As at April 1st 2002, the Bank's balance currency grew up to RUR 22.3 billion and net assets amounted to RUR 13.8 billion. By the results of the first quarter, the book profit totaled RUR 125 million (one and a half times overlapping the previous year loss), and at the end of the first half year it exceeded RUR 200 million. Loan portfolio is growing. The Bank has crucially restructured its activities in the field of banking product sale, improved its functional structure, singled out the technological service maintenance in a separate block and divided operating functions by retail and corporate markets. The Bank is broadening its range of settlement services including electronic systems and intensively developing its bankcard business.

The number of customers using the electronic payment and distant control system Client - Bank has reached 2,000. At the moment, the number of issued bankcards exceeded 250,000. The ATM network has been extended and now it consists of nearly 140 ATMs (connected or to be connected shortly). By the end of the year the Bank is planning to increase the number of ATMs up to 170 units. The Bank's own infrastructure is developing through the merchant and service network. At the moment, about 600 merchant and service enterprises cooperate with the Bank.

In 2001 the bank Vozrozhdeniye held 2 Special Meetings of Shareholders, where the 15th and the 16th share issues were approved. The aim of both issues was to bring all declared shares to a uniform face value of 10 ruble per share. As a result of this operation, the procedure of the additional share issuing and their placement will be substantially simplified, in particular through expansion of the program of issuing American Depositary Receipts (ADR), in which the Bank takes part.

Such are the results of the Bank operations in 2001 and early 2002, which were submitted to the shareholders, summarized in the Annual report, in the reports of Supervisory Council and Management Board, as well as in the presentations of the Bank's representatives and Management.

The General Shareholders Meeting approved Annual report, Balance Sheet and Profit and Loss Account for 2001. Then the approval of the Supervisory Council report and the Revision Commission report followed.

Next, the General Meeting reviewed and discussed the new edition of the Bank's Charter.

The new edition of the bank Vozrozhdeniye's Charter was approved in compliance with adoption of the Federal law "About Introduction of Alterations and Amendments to the Federal Law "About Joint-Stock Companies" and is caused by the necessity of bringing the Charter in accordance with the effective legislation.

Principal amendments to the bank Vozrozhdeniye's Charter concern the procedure of enlargement and reduction of the authorized capital, formation of the fractional shares as a result of consolidation of allocated shares and the order of exercising rights for these shares. The new edition specifies the procedure of allocating the issued securities and the order of exercising the preemptive right to purchase shares and papers convertible into shares, as well as the order of the issued securities circulation and the procedure of purchase and repurchase by the Bank of allocated shares. In the article dedicated to distribution of the Bank's profit, the examples are given where the bank is not entitled to make decision (to declare) in relation to payment of dividends on shares or to pay out the declared dividends. In addition, the changes are aimed at observance of the rights, in the first place, of the minority shareholders - both holders of ordinary shares and preference shares.

In compliance with the effective legislation the new edition of the Charter specifies the issues related to the exclusive competence of the Shareholders' General Meeting and the Supervisory Council, as well as the procedure of holding annual and special general meeting of shareholders. The Charter is amended with the articles containing the information about large transactions and transactions where the Bank has its own interest. Other alterations and amendments bear a wording and specifying character.

The General Meeting adopted the new editions of Regulations on the Supervisory Council, on the Management Board and on the Revision Commission of the bank Vozrozhdeniye, as well as approved the number composition of the Supervisory Council.

The General Meeting elected the new composition of the Supervisory Council and that of the Revision Commission.

The Vozrozhdeniye's Supervisory Council proposed not to pay dividends on ordinary and preference shares for the year 2001. Payment of dividends on preference shares with a fixed dividend shall be made for the account of the special fund in the amount determined by the Bank's Charter - 20% p.a. of a face share value. The General Meeting approved this proposal.