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Results of JSC VTB Bank Annual General Shareholders Meeting

13 July 2009

VTB Bank has summarized the results of its Annual General Shareholders Meeting held in Moscow on June 29, 2009. The meeting approved the Bank’s 2008 Annual Report and Annual Financial Statements, including the 2008 Profit and Loss Statement (JSC VTB Bank Profit and Loss Account - unconsolidated). The meeting also approved the allocation of the 2008 profit as follows:

Net profit to be allocated, total  RUR 26,894 million
Dividend payment allocation RUR 3,006 million
Retained net profit RUR 23,889 million

The shareholders decided to pay 2008 dividends of 0.000447 rubles per share for each VTB Bank outstanding ordinary registered share of nominal value of RUR 0.01 and approved the following payment procedure:

  • dividends will be paid by crediting the shareholders’ bank accounts, or by cash payment at the VTB Bank Branch in St. Petersburg at 30 Ul. Bolshaya Morskaya, St. Petersburg;
  • the amount of dividends per share will be rounded to the nearest kopeck.
  • the dividends will be paid within 60 (sixty) days after the date of the  Annual General Shareholders Meeting which was held on June 29.

The shareholders elected the following 11 members to the VTB Bank Supervisory Council:

  • nominees representing the Russian Federation;

1. Arkady V. Dvorkovich - Head of the Presidential Experts’ Directorate;
2. Anton V. Drozdov – Board Chairman of the Pension Fund of the Russian Federation;
3. Andrey L. Kostin - VTB Bank President and Chairman of the Management Board;
4. Alexei L. Kudrin - Deputy Chairman of the Russian Government – Minister of Finance of Russia;
5. Alexey L. Savatyugin – Director of the Financial Policy Department of the Ministry of Finance of the Russian Federation;
6. Vitaly G. Savelyev – General Manager of JSC “Aeroflot – Russian Airlines”; and
7. Alexei V. Ulyukaev - First Deputy Chairman of the Bank of Russia;

  • nominees  elected as independent members;

8. Matthias Warnig – Managing Director of Nord Stream AG (Switzerland);
9. Grigory Yu. Glazkov – Independent Consultant;
10. Nikolai M. Kropachev – Rector of St.Petersburg State University;
11. Mukhadin A. Eskindarov - Rector of the Finance Academy under the Government of the Russian Federation.

The shareholders also approved  5 members of JSC VTB Bank Statutory Audit Commission. CJSC Ernst & Young Vneshaudit was approved as JSC VTB Bank’s Auditor for 2009.
The meeting also approved the limits for interested party transactions of JSC VTB Bank in its ordinary course of business.

The shareholders approved a new edition of JSC VTB Bank’s Charter and authorized Andrey Kostin, VTB Bank President and Chairman of the Management Board, to sign the new Charter and submit it to the Bank of Russia for approval.

The meeting decided to increase JSC VTB Bank’s authorized capital by placing an additional issue of JSC VTB Bank ordinary registered shares under the following terms and conditions:

  • number of shares – 9,000,000,000,000 (Nine trillion);
  • nominal price – RUR 0.01 per share;
  • form of payment–Russian Rubles.

The shares are to be placed through open subscription, with pre-emptive rights for shareholders registered as of May 13, 2009. The price for issuing JSC VTB additional ordinary registered shares (including for persons having pre-emptive rights) shall be set by  VTB Bank’s Supervisory Council after the pre-emptive right subscription period expires. The price of issued shares will be the same for persons purchasing under pre-emptive rights and for persons subscribing under open subscription.

The shareholders also voted for remuneration to be paid to the independent members of JSC VTB Bank Supervisory Council.

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