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VTB Bank call center

+7 (800) 200-77-99
+7 (495) 739-77-99
For general information and enquiries

For institutional investors and analysts:

+7 (495) 775-71-39

For individual shareholders:

+7 (495) 258-49-47
+7 (495) 258-49-10 (fax)

Consultative council of shareholders:

+7 (985) 774-31-55

Extraordinary General Meeting of Shareholders

Notice

On holding an extraordinary General Shareholders Meeting of VTB Bank (public joint-stock company) (29 Bolshaya Morskaya Str., St. Petersburg)

Dear Shareholders!

VTB Bank (public joint-stock company) hereby gives notice on convening an extraordinary General Shareholders Meeting to be held by absentee ballot.

A cut-off date for accepting the ballot papers: 14 March 2016.

Agenda of JSC VTB Bank extraordinary General shareholders Meeting:

  1. Reorganization of VTB Bank (public joint-stock company) in the form of a merger of Joint-Stock Company “BS Bank (Bank Special)” therewith
  2. Approval of the new version of JSC VTB Bank Charter
  3. Approval of the new version of the Regulation on Preparing, Convening and Holding JSC VTB Bank General Shareholders Meetings
  4. Approval of the new version of the Regulation on JSC VTB Bank Supervisory Council
  5. Approval of the new version of the Regulation on JSC VTB Bank Management Board.

The list of persons eligible to participate in the extraordinary General Shareholders Meeting of JSC VTB Bank shall be prepared according to JSC VTB Bank Shareholders Register as of 09 February 2016.

Postal address for submitting ballot papers: JSC VTB Bank, P.O. Box 12, 111033 Moscow, Russia.

Starting from 12 February 2016, JSC VTB Bank shareholders may get access to the information disclosed before the extraordinary General Shareholders Meeting on every business day from 10:00 to 17:00 at any of the following JSC VTB Bank Shareholder Relations Centers:

  • 29 Bolshaya Morskaya Str., St. Petersburg, Office 40, Telephone: (812) 494-94-46;
  • 35 Myasnitskaya Str., Moscow, Office 1026, Telephone: (495) 645-43-61; and
  • 5 Marshala Zhukova Str., Yekaterinburg, Telephone: (343) 379-66-15.

Any question related to holding the extraordinary General Shareholders Meeting can be addressed to JSC VTB Bank Inquiry Service, Telephone: 8-800-200-77-99 (toll-free within Russia), (495) 739-77-99.

If the shareholders holding JSC VTB Bank voting shares vote against the resolution on reorganization of JSC VTB Bank in the form of a merger of Joint-Stock Company “BS Bank (Bank special)” therewith or if they do not participate in the voting on the issue, they have the right, under Article 75 of the Federal Law “On Joint-Stock Company” to claim that JSC VTB Bank should buy out all or part of JSC VTB Bank shares held thereby.

The list of shareholders eligible to claim such a buy-out by JSC VTB Bank of JSC VTB Bank shares held thereby shall be prepared according to JSC VTB Bank Shareholders Register as of 09 February 2016.

JSC VTB Bank shares shall be bought out at the following price:

  • 4 (four) kopecks for one ordinary registered share of JSC VTB Bank with the nominal value of RUB 0.01;
  • 1 (one) kopeck for one ordinary registered share of JSC VTB Bank with the nominal value of RUB 0.01;
  • 10 (ten) kopecks for one privileged registered share of JSC VTB Bank, Type A, with the nominal value of RUB 0.1.

To have its shares bought out, a shareholder should within forty-five (45) days as from the date of the resolution made by JSC VTB Bank General Shareholders Meeting on the reorganization of JSC VTB Bank in the form of a merger of Joint-Stock Company “BS Bank (Bank Special)” therewith submit to JSC VTB Bank a written claim to have the JSC VTB Bank shares held thereby bought out.

The claim should contain the following data:

  • full name of the Shareholder;
  • residence or location;
  • number, category (type) and state registration number of the issue of the shares to be bought out;
  • Passport details of an individual Shareholder;
  • OGRN of a corporate Shareholder, if it is a Russian resident, or information on the registration body for a foreign entity; registration number, date and place of the registration of a corporate Shareholder, if it is not a Russian resident;
  • a signature of the individual Shareholder or its authorized representative certified by a notary public or by JSC VTB Bank Shareholders Register holder;
  • a signature of an authorized person of a corporate Shareholder and a corporate seal thereof;
  • payment method (details of a bank account in the case of a wire settlement).

If the JSC VTB Bank shares to be bought out are held on a custody account with a Depository, the claim should be accompanied by the custody account statement.

If the claim is signed by an authorized representative of an individual/ corporate Shareholder, the claim should be accompanied by a relative power of attorney (except for cases when such authorized representatives are entitled to act for and on behalf of the corporate body without a power of attorney).

Written claims are to be submitted to JSC VTB Bank at: JSC VTB Bank, P.O. Box 12, 111033 Moscow, Russia.

Shares shall be bought out in compliance with the applicable Russian legislation.

We invite you to participate in JSC VTB Bank extraordinary General Shareholders Meeting.

Materials for the EGM

Item 1: Reorganization of JSC VTB Bank in the form of a merger of Joint-Stock Company “BS Bank (Bank Special)” therewith

Item 2: Approval of the new version of JSC VTB Bank Charter

Item 3: Approval of the new version of the Regulation on Preparing, Convening and Holding JSC VTB Bank General Shareholders Meetings

Item 4: Approval of the new version of the Regulation on JSC VTB Bank Supervisory Council

Item 5: Approval of the new version of the Regulation on JSC VTB Bank Management Board

Additional materials

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* Available in Russian language only


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