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Annual General Meeting – 2008

On 26 June 2008, at the «Lenexpo» Exhibition Complex, St. Petersburg, the VTB Bank Annual General Shareholders Meeting was held under the chairmanship of Alexey Ulyukaev, Member of the VTB Supervisory Council. Approximately 900 shareholders discussed and voted on 11 issues put on the agenda, in particular:

  1. Approval of the JSC VTB Bank Annual Report.
  2. Approval of the 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 (their amount, time brackets and form of payment).
  4. Number of VTB Bank Supervisory Council members.
  5. Election of the VTB Bank Supervisory Council.
  6. Number of VTB Bank Statutory Audit Commission members.
  7. Election of the VTB Bank Statutory Audit Commission.
  8. Approval of the candidacy of VTB Bank’s auditor.
  9. Approval of interested party deals to be entered into by JSC VTB Bank in the course of its ordinary business activities.
  10. Approval of a new edition of the VTB Bank Charter.
  11. Remuneration of independent members of the VTB Bank Supervisory Council.

Andrey Kostin, VTB President — Chairman of the Management Board, Members of the Board Nikolay Tsekhomsky and Andrey Puchkov, and Olga Avdeeva, VTB Chief Accountant addressed the shareholders.

Andrey Kostin said: «Today’s meeting is a landmark event for VTB Group, since it’s the first time our private shareholders have attended it. We are grateful to them for their active participation in the work of this collective governance body of VTB Bank. The support from shareholders is very important for us, and therefore we are sure to meet their expectations by implementing VTB’s most ambitious plans and consistently pursuing our Development Strategy for 2010 with its major objectives remaining unchanged. As a result, VTB Group will maintain leadership positions not only in Russia, but also in the global financial markets».

The materials for the AGM
The documents for the Annual General Shareholders Meeting are approved by the Supervisory Council of VTB in russian language only. The materials, presented on this web page, are translated from the russian language and are not originals.

Materials for the preparation of JSC VTB Bank Annual General Shareholders` Meeting agenda 

Item 1: Approval of JSC VTB Bank’s annual report

Item 2: Approval of JSC VTB Bank’s financial statements including profit and loss statement (JSC VTB Bank profit and loss account)

Item 3: Allocation of JSC VTB Bank profit (loss) at fiscal year end, including announcement of JSC VTB Bank

Item 5: Election of JSC VTB Bank Supervisory Council members

Item 7: Election of JSC VTB Bank Statutory Audit Committee members

Item 9: Approval of interested party transactions to be possibly entered into by JSC VTB Bank in its ordinary course of business.

Item 10: Approval of the revised JSC VTB Bank Charter

Supplementary materials

When will the Annual General Shareholders Meeting be held?
The General Shareholders Meeting is organised, convened and held according to Russian legislation, the Charter of JSC VTB Bank, Regulation on preparing and holding the General Shareholders Meeting of JSC VTB Bank and Regulation on the Supervisory Council of JSC VTB Bank.
JSC VTB Bank informs shareholders at least 30 calendar days prior to the meeting. Within the above period the Bank sends a written notice to each person included in the List of people entitled to participate in the General Shareholders Meeting, and/or publishes a notice in the Rossiyskaya Gazeta or other main newspaper distributed across the Russian Federation. Moreover, JSC VTB Bank always distributes such notice through news agencies and posts it on the JSC VTB Bank`s website in the "VTB Bank/Disclosure" or "Investor relations" page.

Shareholders on the List of people entitled to participate in the General Shareholders Meeting receive the following documents by post:

  • notice on the General Shareholders Meeting;
  • ballot paper (for absentee voting and voting in person).

The Annual General Shareholders Meeting of JSC VTB Bank for 2007 took place on 26 June 2008.

When are General Shareholders Meetings held?
According to the Federal Law No. 208-FZ of 26 December 2005 "On Joint-Stock Companies", the Annual General Shareholders Meeting of JSC VTB Bank must be held between 1 March and 30 June, which follows the reporting period.

How will I know the date of the Annual General Shareholders Meeting?
JSC VTB Bank informs shareholders at least 30 calendar days prior to the meeting.
The Bank sends a written notice with all the required information to each person on the List of people entitled to participate in the General Shareholders Meeting

When are Extraordinary Shareholders Meetings held?
Extraordinary Shareholders Meetings may be called:

  • at the request of the Bank`s Statutory Audit Committee;
  • at the request of the Bank`s Auditor;
  • at the request of shareholders (shareholder) owning at least 10 per cent of voting shares in JSC VTB Bank;
  • by the Supervisory Council.


What items are on the agenda of the Annual General Shareholders Meeting of JSC VTB Bank to be held on 26 June 2008?

1. Approval of JSC VTB Bank annual report
2. Approval of JSC VTB Bank financial statements including profit and loss statement (JSC VTB Bank profit and loss account)
3. Allocation of JSC VTB Bank profit (loss) at fiscal year end, including announcement of JSC VTB Bank dividends (their amount, time and form of such dividend payment)
4. Approval of the number of JSC VTB Bank Supervisory Council members
5. Election of JSC VTB Bank Supervisory Council members
6. Approval of the number of JSC VTB Bank Statutory Audit Committee members
7. Election of JSC VTB Bank Statutory Audit Committee members
8. Appointment of JSC VTB Bank auditor
9. Approval of interested party transactions that JSC VTB Bank might potentially enter during its ordinary course of business
10. Approval of the revised JSC VTB Bank Charter
11. Remuneration to independent members of JSC VTB Bank Supervisory Council.

What is the record date for participation in the Annual General Shareholders Meeting of JSC VTB Bank scheduled for 26 June 2008?
The List of people entitled to participate in the Annual General Shareholders Meeting of JSC VTB Bank is based on VTB Shareholders Register as of  7 May 2008.

Where is the Annual General Shareholders Meeting usually held?
According to the Federal Law No. 208-FZ of 26 December 2005 "On Joint-Stock Companies" and the Charter of JSC VTB Bank, the Bank`s Supervisory Council decides where the Annual General Shareholders Meeting is to be held.
There is no strictly defined venue for the Annual General Shareholders Meeting.

Where will the Annual General Shareholders Meeting of JSC VTB Bank scheduled for 26 June 2008 be held?
The meeting was held at the following venue: 103 Bolshoy Prospekt, Vasylievsky Ostrov, St. Petersburg, in Pavilion No.7 of the Lenexpo Exhibition Complex

Where and when will attendee registration take place?
Attendee registration took place on 25 June 2008 and from 09:00 on 26 June 2008 at the following venue: 103 Bolshoy Prospekt, Vasylievsky Ostrov, St. Petersburg, in Pavilion No.7 of the Lenexpoâ Exhibition Complex.

When will JSC VTB Bank Annual General Shareholders Meeting start?
The meeting will start: on 26 June 2008 at 14:00.

What documents are required for registration and participation in JSC VTB Bank Annual General Shareholders Meeting?
To participate in JSC VTB Bank Annual General Shareholders Meeting:

  • individual shareholders will be required to present their passport or any identification document in compliance with applicable legislation.
  • attendees participating on behalf of a corporate shareholder without a power of attorney as provided by applicable legislation, other regulations and its constituent documents, will be required to present originals or copies of the constituent documents certified by a notary and a document to certify its appointment (election) to the relative position.
  • a shareholder representative will be required to submit their passport or any other identification document in compliance with applicable legislation, and a duly executed power of attorney authorizing him or her to participate in JSC VTB Bank Annual General Shareholders Meeting.

Does a shareholder have the right to reconsider in the course of the General Shareholders Meeting his/her decision on a certain question and ask for his/her ballot to be annulled?
The Federal Law on Joint-Stock Companies doesn`t provide the right of a shareholder, who reconsidered in the course of the General Shareholders Meeting his/her decision on a certain question, to ask the Board to annul his/her ballot and give him/her a new one.

Where can I find relevant materials before JSC VTB Bank`s Annual General Shareholders Meeting?
All materials will be made available to shareholders ahead of the Annual General Shareholders Meeting from 6 June 2008 and can be accessed on working days, from 09:00 to 17:00 at: JSC VTB Bank, Room 24, 29 Ul. Bolshaya Morskaya, St. Petersburg; or on JSC VTB Bank`s website (http://www.vtb.ru) in the "Investor Relations" page.

Questions on dividends

When does the Bank`s fiscal year end?
The Bank`s fiscal year is the same as the calendar year and ends on 31 December.

What are the standards of financial reporting at the Bank, and is it audited?
JSC VTB Bank prepares its financial statements in compliance with the Russian Accounting Standards (RAS) and International Financial Reporting Standards (IFRS).
The Bank`s independent auditor examines the annual financial statements according to both RAS and IFRS. Financial Statements are available on JSC VTB Bank`s website in the "Investor relations/Disclosure" page.

Who is the Bank`s independent auditor?
The Bank`s current independent auditor appointed by the Annual General Shareholders Meeting is Ernst & Young.

How does the Bank disclose the results of its financial activities?
Financial statements prepared under IFRS and accounts prepared under RAS are available at www.vtb.ru in Russian, and are also disclosed in press releases.
Press releases are posted at www.vtb.ru and distributed among analysts, investors and news agencies.
Moreover the Bank organizes conference calls on financial statements prepared under IFRS for the investment community.

Does the Bank prepare interim reports?
The Bank prepares interim reports under RAS and IFRS.

What quarterly reports on securities does the Bank provide?
According to the Russian legislation, the Bank provides Quarterly Report of Securities Issuer and List of Affiliated Persons of JSC VTB Bank, which are available on JSC VTB Bank`s website in the "Reports under IFRS" page.

What are dividends?
Dividends are part of the Bank`s profit for the fiscal year divided between shareholders pro rata to the number of shares they hold.
Dividends are paid from the Bank`s net profit for the fiscal year indicated in the profit and loss statement of JSC VTB Bank prepared under RAS on the fiscal year`s results.

On what shares were the dividends paid and what was their amount in the last 5 years?
Information on dividends on shares of JSC VTB Bank for the last five years is available at www.vtb.ru.

Who decides on dividend payment?
Decisions on dividend payment and the form of payment are made by the Annual General Shareholders Meeting according to the procedure stipulated in the Federal Law on Joint-Stock Companies.

Who is eligible for dividend payment?
People eligible for dividend payment are shareholders included in the Bank`s Nominal Shareholders Register as of the date in which the List of people entitled to participate in the General Shareholders Meeting is compiled.

How can a shareholder receive dividends?
Shareholder can receive dividends in one of the following ways*:
*procedure and form of payment are set by the decision made at the General Shareholders Meeting.

  • by transfer to the shareholders bank accounts (shareholders bear all the expenses connected with the dividends they earn);
  • in cash.

If I bought shares at IPO in May 2007, will I earn dividends for 2007? If not, why?
The Bank`s shareholders, who bought shares at IPO, earn dividends on the results of 2007, if such shareholders are on the Bank`s Nominal Shareholders Register as of 07 May 2008.
In 2008 you will receive dividends based on the results of the Bank`s performance in 2007, if you are a shareholder on the record date for participation in the Annual General Shareholders Meeting of 2008, where decision on payment of dividends for 2007 will be made.

When will dividends on VTB shares be paid?
According to its Charter, VTB has the right to decide on dividend payment based on first quarter, six month, nine month and (or) annual results of the fiscal year.
Decision on dividend payment, their amount and form of payment on shares of each category (type) is made by the Annual General Shareholders Meeting on recommendation of the Bank`s Supervisory Council. The timing and procedure for dividend payment will be specified in the General Shareholders Meeting`s decision on dividend payment.
If such General Shareholders Meeting`s decision does not specify the timing for dividend payment, then the dividends will be paid within 60 days after the decision is made
Do all shareholders receive the same dividends?
All shares issued by VTB are ordinary nominal shares. The amount of dividends on each ordinary share is the same. That is why the sum of dividends received by one shareholder is pro rata to the number of shares he holds.

How much did shareholders receive in dividends last year?
Dividends amounted to 17.89 per cent of the net profit in 2004 (on the results of 2003), 17.89 per cent in 2005 (on the results of 2004) and 13.21 per cent in 2006 (on the results of 2005). On 20 June 2007, the Annual General Shareholders Meeting of JSC VTB Bank decided to pay dividends on the results of 2006 in the amount of 20 per cent from the total net profit of JSC VTB Bank.

What was the dividend on the results of 2007 for one ordinary nominal share recommended by the Supervisory Council of JSC VTB Bank to the Annual General Shareholders Meeting?
On 28 April 2008 the Supervisory Council of JSC VTB Bank decided to recommend 50.12 per cent from the Bank`s total net profit, which is RUR 0.00134 for one ordinary nominal share of JSC VTB Bank with the face value of RUR 0.01.

Does the price of shares affect the amount of dividends?
The price of shares doesn`t affect the amount of dividends.

Are dividends attributed based on par value?
Each year VTB can allocate part of its net profit to its shareholders. The amount of money paid for each share is called dividend. The par value doesn`t affect the amount of dividends.

When I receive dividends, can I immediately buy new shares for them?
Dividends are paid in cash and, if the General Shareholders Meeting decides so, in other [property??]. After the General Shareholders Meeting makes a decision on dividend payment you have the right to use these assets at your own discretion. Which means you may also buy VTB shares, but on the secondary market.

What is the account, dividends will be transferred to?
Procedure for and form of dividend payment are determined by the Annual General Shareholders Meeting.
If the shareholder keeps his/her shares directly in the Bank`s Register, dividends are transferred to the account details in the Shareholder Profile, the shareholder fills in when opening the account with the Registrar or when changing account details.
If the shareholder keeps his/her shares in the Bank`s Register through a nominal holder, on the record date the nominal holder provides the account details of shareholders in whose interests he holds shares from the Profiles of registered persons filled in when the depository contract is signed.

What tax benefits are applicable to dividend taxation?
There are no tax benefits provided by the Tax Law for Russian resident individuals.
As for Russian non-resident individuals, a lower tax rate can be applied to dividend income if there is a relative agreement between Russia and the country of residence of such shareholder.
Legal entities (both resident and not-resident) are eligible to tax benefits upon submission of documents proving their right to such benefits.

Will I receive the dividends if I sell my shareholding after the Record Date?
Yes, you will. In 2008, dividends will be paid in respect of the Bank`s performance in 2007 to shareholders on the Shareholder Register on 7 May 2008.
I was a shareholder as of the date, but I haven`t received any dividend so far.
The most probable reason is that there is either an incorrect or incomplete number or data in your profile (i.e. bank account details, or TIN). If your shares are in nominal holding, the delay in dividend payment may also be caused by a failure to submit (as well as late or  incomplete submission of) information about you by the nominal shareholder to the Registrar. In this case, you should contact the Investment Relations Division of JSC VTB Bank on (495) 775-70-94.

 What should a shareholder do if dividends are not paid within the time brackets set by the annual General Shareholders meeting?
In this case you should contact the Investment Relations Division of JSC VTB Bank on phone (495) 775-70-94.Most often, the lack of payment is caused by shareholders failing to update their details in the Shareholder Register, namely:

  • new postal address of the shareholder for dividends to be paid by postal order;
  • new details of the bank for dividends to be paid by bank transfer; or
  • new passport details for any form of dividend payment.

In order to receive dividends due and payable, the shareholder should submit the new details in its Shareholder Profile held with the Registrar (CJSC "Central Unified Registrar"), if its account is opened with the Registrar, or into the Profile of a Registered Person with its nominal holder.

VTB Bank today announces the results of its Annual General Meeting held on 26 June 2008 in St. Petersburg. The shareholders approved the Bank’s 2007 Annual Report, and its annual financial statements, including the profit and loss statement (JSC VTB Bank profit and loss account) for the year 2007. The meeting also approved the profit allocation for  the 2007 performance as follows:

Net profit to be allocated, total RUR 17,977,992,166.02
Payment to the Reserve Fund RUR 144,450,637.33
Dividend payment allocation RUR 9,010,345,602.09
Retained net profit RUR 8,823,195,926.60

The shareholders decided to pay a 2007 dividend in the amount of 0.00134 per each VTB Bank outstanding ordinary registered share and approved the procedure for payment as follows:

  • the dividends shall be paid out in cash, either by direct credit to shareholder bank accounts, or in cash at the JSC VTB Bank Branch in St. Petersburg at 30 Bolshaya Morskaya Ul., St. Petersburg;
  • the amount of dividends per each JSC VTB Bank share shall be fixed to the nearest kopeck. Fractions of a kopeck will be rounded up or down to the nearest full kopeck; and
  • the dividends shall be paid within 60 (sixty) days after the decision of JSC VTB Bank Annual General Meeting.

The  following 11 members of VTB Bank Supervisory Council were re-elected from nominees proposed by the Russian Federation:

1. Arkady V. Dvorkovich - Head of the Experts’ Directorate of the Russian President;
2. Anton V. Drozdov – Director of the Economic and Financial Department of the Russian Government;
3. Andrey L. Kostin - President-Chairman of VTB Bank Management Board;
4. Alexey L. Kudrin - Deputy Chairman of the Russian Government – Minister of Finance of the Russian Federation;
5. Yuriy M. Medvedev - Deputy Head of the Federal Agency for Federal Property Management;
6. Anna V. Popova - State Secretary/Deputy Minister of the Ministry of Economic Development of the Russian Federation;
7. Alexey L. Savatyugin – Director of the Financial Policy Department of the Ministry of Finance of the Russian Federation;
8. Anton G. Siluanov - Deputy Minister of Finance of the Russian Federation; and
9. Alexey V. Ulyukaev - First Deputy Chairman of the Bank of Russia;

from nominees proposed by VTB Bank Supervisory Council in compliance with Clause 7 Article 53 of the Joint Stock Company Federal Law:

10. Matthias Warnig – Managing Director of Nord Stream AG (Switzerland) was re-elected and
11. Nikolai M. Kropachev – Rector of St.Petersburg State University elected for the first time.

In addition, the AGM approved the membership of JSC VTB Bank Statutory Commission, which includes 5 persons. CJSC Ernst & Young Vneshaudit was reappointed Auditor to JSC VTB Bank for 2008 Russian accounting standards. The shareholders also approved remuneration for the independent members of JSC VTB Bank Supervisory Council.
Addressing the shareholders, Andrey Kostin, VTB President-Chairman of the Management Board said: “I would like to thank all the shareholders who attended the Annual General Meeting, their opinion is of utmost importance for us. I believe that through our joint efforts we are sure to succeed and make VTB a still stronger participant in the global financial market”.

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