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VTB announces results of Annual General Meeting

 
11 June 2012

VTB Bank announced the results of its Annual General Meeting (AGM) of shareholders, which was held in Moscow on 8 June 2012. The shareholders approved JSC VTB Bank’s Annual Report for 2011 and Annual Financial Statements including Profit and Loss Statement (JSC VTB Bank Profit and Loss Account) for 2011. It was decided to allocate JSC VTB Bank profit for the year 2011 as follows:

  • Net profit to be allocated, total RUB 24,405,980,766.55;
  • Dividend payment allocations RUB 9,205,276,376.86;
  • Retained net profit RUB 15,200,704,389.69.

The shareholders made a decision to announce 2011 dividend payment worth RUB 0.00088 per ordinary registered share of JSC VTB Bank of nominal value of RUB 0.01, and set the following 2011 dividend payment procedure:

  • In money terms, the dividends are to be paid out through crediting to shareholders’ bank accounts, and also through cash payment at JSC VTB Bank Branch OPERU-5 in St. Petersburg at 30 Bolshaya Morskaya Str., St. Petersburg;
  • The amount of dividends accrued per one JSC VTB Bank share shall be defined with accuracy to one kopeck. When calculating, the rounding of figures shall be subject to mathematical rules;
  • The dividends shall be paid out within sixty (60) days after the relative decision is made by the AGM of JSC VTB Bank shareholders.

The AGM elected VTB Bank’s Supervisory Council comprising 11 members, including:

  • David Bonderman, Founding Partner, TPG Capital; (as an independent member);
  • Matthias Warnig, Managing Director, Nord-Stream AG (Switzerland) (as an independent member);
  • Sergey K. Dubinin, Member of the Board of Directors, CJSC VTB Capital;
  • Leonid A. Kazinets, Board of Directors Chairman, Barkly Corporation(as an independent member);
  • Andrey L. Kostin, President and Chairman of the Management Board, JSC VTB Bank;
  • Nikolay M. Kropachev, Rector of St. Petersburg State University (as an independent member);
  • Leonid A. Melamed, Chairman of the Board of Directors, CJSC Drive Management (as an independent member);
  • Gennady G. Melikyan, Member of Advisory Council under the Bank of Russia Chairman (pro bono);
  • Alexey L. Savatyugin, Deputy Minister of Finance of the Russian Federation;
  • Alexey K. Uvarov, Department Director, the Ministry of Economic Development of the Russian Federation;
  • Alexey V. Ulyukaev, First Deputy Chairman of the Bank of Russia.

The shareholders approved JSC VTB Bank Statutory Audit Committee comprising 6 members. CJSC “Ernst & Young Vneshaudit” was approved as JSC VTB Bank Auditor to exercise a mandatory annual audit of JSC VTB Bank for the year 2012.

The AGM approved the limits for interested party transactions to be entered into by JSC VTB Bank in the course of its standard commercial business.

The AGM also decided to terminate JSC VTB Bank membership in the Russian Europay members Association.

The shareholders approved the new edition of JSC VTB Bank Charter and authorized Andrey Kostin, VTB Bank President and Chairman of the Management Board, to sign the new edition of JSC VTB Bank Charter and also the application for the approval of the new edition of JSC VTB Bank Charter to be submitted to the Bank of Russia.

The shareholders also approved the new edition of the Regulation on JSC VTB Bank Supervisory Council and the new edition of the Regulation on JSC VTB Bank Management Board.

In addition, shareholders voted to pay remuneration to JSC VTB Bank Supervisory Council members who are not state employees.  


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