On April 28th, 2008 VTB Bank Supervisory Council met and resolved to convene the VTB Bank Annual General Shareholders' Meeting on June 26th, 2008. The meeting will take place at 14:00 Moscow time at 103 Bolshoy Prospect, Vasylievsky Ostrov, St. Petersburg, in Building No.7 of the "Lenexpo" Exhibition Complex.
A list of those entitled to vote at the VTB Bank Annual General Shareholders' Meeting will be taken from the VTB Bank Shareholder Register as of May 7th, 2008. Registration of shareholders attending the Annual General Meeting will be held from 09:00 to 18:00 on june 25th, 2008, and from 09:00 on June 26th, 2008 at 103 Bolshoy Prospect, Vasylievsky Ostrov, St. Petersburg, in Building No.7 of the "Lenexpo" Exhibition Complex.
The Agenda of the Meeting as approved by the Supervisory Council includes:
1. Approval of JSC VTB Bank Annual Report.
2. Approval of JSC VTB Bank Annual Financial Statements, including the Profit and Loss Statement (JSC VTB Bank Profit and Loss Account).
3. JSC VTB Bank profit (loss) allocation as a result of the 2007 performance, including announcement of VTB Bank dividends (the amount, timing and form of dividend payment).
4. Number of VTB Bank Supervisory Council members.
5. Election of VTB Bank Supervisory Council.
6. Number of VTB Bank Statutory Audit Commission members.
7. Election of VTB Bank Statutory Audit Commission.
9. Approval of interested party deals to be entered into by JSC VTB Bank during its standard commercial business.
10. Approval of new VTB Bank Statutes.
11. Remuneration of independent members of VTB Bank Supervisory Council.
The recommendation of the Supervisory Council to the VTB Bank Annual General Shareholders' Meeting is to announce the 2007 dividend payment of RUR 0.00134 per outstanding ordinary registered share for VTB Bank of RUR 0.01 nominal value. The total cost of the dividend payment will amount to RUR 9.01 billion, which exceeds 50% of VTB Bank's total net profit subject to allocation. In 2006 the dividend payment totaled RUR 3.44 billion, or 20 per cent of the total profit.
In compliance with Clause 7 Article 53 of the Federal Law on Joint Stock Companies, the Supervisory Council also decided to nominate two candidates to be elected as independent members of VTB Bank's Supervisory Council. As a result, Nikolai Mikhailovitch Kropachev and Matthias Warnig will be included in the list of nominees to be elected as VTB Bank Supervisory Council members at the VTB Bank Annual General Shareholders' meeting.
For reference: Matthias Warnig was born on July 26th, 1955 in Altdebern (Germany). Before joining Dresdner Bank AG in 1990 he had worked in state authorities of the German Democratic Republic. In 1993-1995 he was actively involved in opening a Russian subsidiary of Dresdner Bank AG, named Dresdner Bank ZAO. Later on, he held several executive positions in Dresdner Bank, and in 2005-2006 he was Chairman of the Board of Directors of Dresdner Bank ZAO.
Nikolai Mikhailovich Kropachev was born on February 8th, 1959 in Leningrad. He has a University Professor Degree, and a Doctorate in Law. He graduated from the Law Department of the Leningrad State University (now St. Petersburg State University), where he has been teaching up to date. Nikolai M. Kropachev served as the Dean of the Special Law Department of staff retraining in St. Petersburg State University since 1992 and until this Department was closed. Since 1998 and up to now, he has been heading the Law Department in St. Petersburg State University, being elected Dean in 1998, 2003 and 2008 consistently. At the same time, from 2000 to 2005, he was Chairman of St. Petersburg Statutory Court, between 2006 and 2008 - the first pro-rector of St. Petersburg State University. Since February 15th, 2008 and up to now, he has been rector in St. Petersburg State University (rector elections will be called on May 21st, 2008). N. Kropachev is head of Lawyer Association in St. Petersburg and the Leningrad region, as well as Presidium member of the Russian Lawyers' Association. He has state awards.