Questions and answers

Shareholding

Where can I receive professional advice on the bank’s work with shareholders?

VTB shareholders can consult with bank staff on shareholder rights, dividend payouts, transactions involving VTB stock, and other issues regarding outstanding shares at the following locations:

Office

Address

Telephone

Shareholder Relations Centre, Moscow

Office 1026, 35 Myasnitskaya Street, Moscow, 103540

+7 (495) 645-43-61

Shareholder Relations Centre, St. Petersburg

Office 40, 29 Bolshaya Morskaya Street, St. Petersburg 190000

+7 (812) 494-94-46

Shareholder Relations Centre, Yekaterinburg

Office 204, 5 Marshala Zhukova Street, Yekaterinburg 620014

+7 (343) 379-66-15

Questions regarding shareholding and investments can also be directed to the VTB Bank Shareholder Relations Service by e-mail:Shareholders@vtb.ru or phone:

  • individual shareholders: +7 (495) 258-49-47.
  • institutional investors and analysts: +7 (495) 775-71-39.
What documents confirm share ownership?

VTB Bank share ownership can be confirmed by one of the following:

  • A statement from the share register, which can be requested from the VTB Bank Registrar at 23 Pravdy Street, Moscow 127015,
    tel. +7(495) 787-44-83 (or its subsidiaries), if the Registrar keeps record of a shareholder’s VTB shares.
  • A statement from a depository account, which can be requested from the bank depository if record of a shareholder’s VTB Bank shares is kept by the depository of the organisation that is the nominal holder of the shareholder’s share according to the register.
Which body is the specialised registrar responsible for maintaining the VTB share register (open joint-stock company)?

The VTB Registrar is the specialised registrar responsible for keeping the VTB share register.

Full and abbreviated name according to the Charter

VTB Registrar (joint-stock company), JSC VTB Registrar

Number of license issued by an authorised federal executive body/ expiration date

№ 045-13970-000001 от 21.02.2008/ no expiration date

Title and full name of the chief executive

General Director Konstantin Petrov

Location

23 Pravdy Street, Moscow 127015

Details of agreement signed with registrar

Service Agreement on Keeping Records of Inscribed Stock No. 001 dated 18.07.2006

Registrar’s bank details

VAT 5610083568, KPP 771401001; bank account 40702810030000001846 at VTB Bank (public joint-stock company), Moscow; BIC 044525745; correspondent account 30101810345250000745

Postal address

PO Box 54, Moscow 127137

Telephone/fax

+7(495) 787-44-83

E-mail

info@vtbreg.ru 

Web-site

www.vtbreg.com

VTB Registrar offices

http://www.vtbreg.com/feedback/company/regional/ 

 

More detailed information on the range of services provided by VTB Registrar and the applicable rates are available at www.vtbreg.com

Does the registrar charge for maintaining VTB Bank share records?

VTB Registrar does not charge for keeping records of VTB Bank shares in a shareholder’s individual account.

How do I check my details in the register? How can I get a statement from the register?

If you need to check any details in your personal account on the register, please submit a request to the Registrar (the form is available on the VTB Registrar’s website www.vtbreg.com) and pay the applicable fee, details of which can also be found on the website.

You can pay the fee by transferring money to the VTB Registrar account via any other bank.

Please mail a copy of the payment receipt (proof of payment) and the request for information from the register to VTB Registrar at PO Box 54 Moscow 127137, submit them at one of the Registrar’s offices, or at any of VTB Bank’s transfer agent offices for shareholders services.

Additionally, you can connect to the “Personal Account of the Shareholder”, which will allow you to see information about the number of securities owned by you in real time.

Is there a charge for storing VTB Bank shares in VTB Bank depository after the IPO?

If VTB Bank shares are stored in a depository subaccount opened under the Stock Market, Futures and Options Market Services Regulation (this is the subaccount for stocks purchased under the IPO), there is no charge.

Where can I make inquiries regarding depository transfers, cash withdrawals and access to my account at www.broker.vtb.ru?*

For inquiries regarding non-trading transactions, please call +7 495 797 93 48, 8 800 333 24 24 (toll-free number in Russia).

* only for customers of VTB Bank (PJSC)

I am a VTB Bank Depository customer. How can I sell my shares?

There are several options for selling your VTB Bank shares on the Moscow Exchange:

Option 1

Call +7 495 797 93 48, 8 800 333 24 24 (toll-free in Russia).

Please be ready to provide:

  • Your full name;
  • Contract number (see p. 2 of the Notice);
  • The code from you Financial Market Service card;
  • The name of the shares you would like to sell – VTB shares;
  • The number of lots you would like to sell**;

**one lot includes 10,000 shares; odd-lots (below 10,000 shares) may be sold between 5pm and the close of trading (6:40pm) during odd-lot trading.

  • The price of your shares***.

*** We recommend that shareholders with no stock market experience select “current market price” meaning that the stock will be sold at the current market price. Shareholders who already have stock market experience may send a limited proposal in line with market practices.

Option 2

Submit an application through the online trading system OnlineBroker, QUIK, WebQUIK or My Account on broker.vtb.ru , as well as through the VTB My Investments mobile application, mobile versions of iQUIK X trading systems for IOS and QUIK Android X for Android.

To gain access to online trading systems (free of charge), you need to submit an Application to join the Customer Service Rules in the corresponding remote access system (Appendix No. 10a or No. 10b to the “Regulations”, Appendix No. 3 to the VTB Bank Customer Service Rules (PJSC ) in the QUIK remote access system).

The application can be executed at one of the Bank’s offices, a list of which is available on broker.vtb.ru (if you are the owner of the Privilege package, contact your personal or account manager). To draw up documents to work through the QUIK remote access system, you must first download the program distribution kit at broker.vtb.ru , generate keys and send the public key file to the Bank by e-mail quik@vtb.ru .

When working through the OnlineBroker remote access system or Personal Account, joining the Rules for the use of electronic signatures is optional. We strongly recommend this method to all shareholders who want to not only sell their shares in VTB, but also to use the brokerage services offered by VTB Bank to carry out active exchange transactions and sign registers of orders

Do I have to pay commission for share trading?*

Yes, VTB charges a commission for trading operations in accordance with the terms of the broker agreement between you and the Bank and the tariffs specified in the “Regulations for the Provision of Services in VTB Financial Markets” (Appendix No. 9 to the Regulations). The name of your current tariff plan is indicated in the Application for servicing the securities market (if, after signing the Application for servicing the securities market, you did not submit an order to change the tariff plan).

To change the current tariff plan to another, you can contact one of the Bank’s offices, a list of which is available on broker.vtb.ru (if you are the owner of the Privilege package, contact your personal or account manager). You must have a passport with you. Also, an order to change the tariff plan can be submitted through the Personal Account (in this case, it must be signed by electronic signature).

Also, in transactions with shares for the month in which trading operations were performed, VTB withholds a commission for conducting depository operations. For owners of VTB shares, preferential service conditions apply: the maximum commission is 105 rubles per month, the minimum — 30 rubles. You can obtain detailed information on brokerage fees on broker.vtb.ru , on preferential conditions for depository services for VTB shareholders — on www.vtb.ru/akcionery-i-investory/informaciya-dlya-akcionerov/predlozheniya-dlya- akcionerov / .

* only for customers of VTB Bank (PJSC)

I am a VTB Bank customer. How can I transfer funds from my brokerage account to my bank (current) account?

You can submit a transfer order in one of the following ways:

By phone: +7 495 797 93 48 or 8 800 333 24 24.

By phone, you can order withdrawal of funds from a brokerage account only to your bank account opened with VTB and indicated on the Client’s Questionnaire, drawn up when concluding a brokerage service agreement when submitting an application for the purchase of VTB shares as part of an IPO or in Bank Information details (in the form of Appendix No. 2 to the “Regulations for the provision of services in the financial markets”).

When submitting the order, you will need to call the Bank employee:

  • surname, name, patronymic;
  • agreement number (clause 2 of the Notice issued to you when applying for VTB IPO);
  • code from the Card of variable codes, the number of which the employee will request;
  • the number of your “306th brokerage” account - a personal personal account for settlements with securities transactions (Clause 1 of the Notice issued to you when applying for brokerage services);
  • the number of your personal current account with VTB that you indicated or opened when applying for brokerage services or in the updated Client Questionnaire or in the Bank Details Information;
  • the amount of funds that you want to withdraw from the brokerage account to the current account. The wording “in the amount of free balance” is acceptable, in this case all available cash funds recorded in the brokerage account will be withdrawn.

For a personal visit to VTB Bank, you can submit an order in paper form.

By submitting an order in the form of Appendix No. 6 to the “Regulations for the provision of services in the financial markets”, you can withdraw funds from your brokerage account to any bank account opened in your name, including in another bank.

Via Online Broker

In order to submit financial orders through the Onlinebroker system and the Personal Account, it is necessary to install the MessagePro cryptographic information protection system, which provides the shareholder with the opportunity to certify financial documents with an electronic signature. Step-by-step instructions for installing the system are presented on the site broker.vtb.ru in the section “OnlineBroker 4.0 / Electronic Signature MessagePro”.

Please note that when withdrawing funds from a brokerage account, VTB Bank (PJSC) calculates and withholds taxes on personal income in the amount of 13% from residents and 30% from non-residents.

What do I have to do if my personal details have changed?*

You need to contact the VTB Bank branch from the numbers indicated on the website www.broker.vtb.ru for processing documents for changing personal data / Information on bank details for brokerage and depository services.

If it is not possible to visit the VTB office, you can fill out a new Questionnaire of an Individual Depositor (form 4-3 of the Appendix to the Terms and Conditions of VTB Bank Depository Activities (PJSC)), and if the bank account details change, fill in the Bank Details (form 2-6 Annexes to the Terms and Conditions of the Depository Activities of VTB Bank (PJSC)) and send them to the Bank by mail. Please note that in this case you must notarize the authenticity of your signature.

Please note that outdated data in your Application / Information may lead to undesirable consequences such as the impossibility of your identification, non-receipt of documents by mail, non-payment of dividends, etc. In this regard, we ask you to update the information specified in your Application / Information when changing passport data, registration address, payment details.

* only for customers of VTB Bank (PJSC)

Annual General Meeting

When do VTB shareholders meet?

In accordance with the Federal Law on Joint Stock Companies No. 208-FZ of 26 December 1995, the Annual General Meeting of shareholders of VTB Bank (the AGM) takes place between 1 March and 30 June of the year following the accounting year.

In 2020, due to the epidemiological situation and the current restrictions of the authorities, joint-stock companies, in accordance with the Federal Laws No. 50-FZ dated March 18 , 2020 and No. 115-FZ dated April 7, 2020, have the opportunity to hold an annual General Meeting of Shareholders in absentia and no later than September 30.

How does VTB Bank inform its shareholders about a General Shareholders Meeting?

The notice of the General Shareholders Meeting must be made public no later than 30 days before the meeting unless Russian law stipulates a longer notice period.

Within the said term, the General Shareholders Meeting notice shall be posted on the VTB Bank website at www.vtb.ru.

Can minority shareholders nominate their own candidate to the bank’s Supervisory Board?

In accordance with Articles 53 and 66 of the Federal Law on Joint Stock Companies No. 208-FZ of 26 December 1995, Supervisory Board members are elected by the AGM from candidates nominated by a shareholder(s) owning at least 2% of the bank’s voting shares.

Therefore, if minority shareholders jointly own at least 2% of the bank’s voting shares, they are entitled to nominate their own candidate to the Supervisory Board following the procedure prescribed by law. Their nominee will be included in the list of candidates. Candidates receiving the most votes at the AGM are elected to the Supervisory Board.

I did not receive ballots for the General Shareholders' Meeting. Why? How can I vote on the meeting agenda?

Ballots are distributed to those listed on the register of shareholders and who are entitled to participate in the General Shareholders' Meeting.

If you have not been receiving correspondence from the bank, you should ensure the bank has the correct details, including your postal code, etc. Ballots are sent by regular post.

If your shares are registered through a depository, you can participate in the General Shareholders' Meeting by filing instructions with your depository as per your agreement.

Digital ballots can be filled out at www.vtbreg.com or in the VTB Shareholder mobile app (a free mobile app for both Android and iOS). Alternatively, digital ballot papers can be completed at the VTB Shareholder Liaison Centers or at any of the VTB Registrar branches.

If you are a VTB Bank shareholder as of the date when the list of persons entitled to participate in the meeting is drawn up, you are entitled to attend the meeting personally. Each shareholder will be given an individual password to connect to the voting system when registering for the meeting. You will be able to fill out your digital ballot at www.vtbreg.com, in the VTB Shareholder mobile app or through a voting terminal.

How are ballots distributed for the General Shareholders' Meeting?

Ballots are sent by post to all parties entitled to take part in the General Shareholders' Meeting and registered on the Bank’s shareholder register no later than 20 days before the meeting.

If your shares are registered through a depository, the materials, ballots and other information will be communicated via your depository.

Dividends

When does VTB usually pay shareholder dividends and how is dividends calculated?

All information on the dividends VTB has paid to shareholders is available in the Dividend history section «Dividends».

Who is entitled to shareholder dividends?

Dividends are paid to those people who owned VTB shares or managed such shares in accordance with the Federal Law On Joint Stock Companies No. 208-FZ of 26 December 1995, as of the end of the business day on which the list of people entitled to the dividend is made in accordance with a decision to pay a dividend.

The date on which this list is made is set no earlier than 10 days and no later than 20 days from the date on which a decision to pay a dividend is made.

What documents does the bank require to confirm that a person is entitled to a tax exemption or discount on the dividend?*

1. If the shares are owned by a mutual fund, to have the dividend exempted from taxation, the asset management company that manages the fund needs to submit the following documents:

1. A notarised copy of the asset management company’s license to manage the fund;

2. Any document that confirms the fund’s ownership of the shares in question, such as:

  • A certificate confirming the fund’s asset value;
  • A report on the fund’s investments;
  • A list of the fund’s assets;
  • A statement of the VTB shares’ inclusion in the fund’s assets;
  • A custody account statement certified by the depository.

2. To apply a profit tax discount on dividend payments to non-resident entities, shareholders must submit a document confirming the company’s permanent residence in a country which has an international agreement on dual taxation with Russia or the Soviet Union. This document has to be certified by a competent body of the foreign country. A competent body is defined as the government agency (or its authorised representative) listed in the aforementioned agreement. The document must be legalised in compliance with the established procedure or must have an apostille affixed. If the document is written in a language other than Russian, a notarised translation into Russian has to be enclosed. The document has to specify the period (calendar year, etc.) for which permanent residence is confirmed. The period specified must correspond to the period for which the dividend is to be paid.

If the international agreement that regulates the use of the tax discount requires a minimum direct investment in the bank’s capital, the foreign entity needs to submit copies of its share purchase agreements for this minimum amount as well as copies of documents confirming payments made under the purchase agreements (copies of banks statements or payment orders, or a confirmation from a depository clearing company).

3. Foreign nationals who are tax residents in Russia shall pay a 13% tax after presenting documents that confirm their presence in Russia for no less than 183 days within the 12 consecutive calendar months preceding the payment of the dividend.

Presence in Russia over the specified period can be confirmed by one of the following:

  • A copy of the foreign national’s passport with border control stamps;
  • Copies of plane or railway tickets confirming the date of their arrival in Russia;
  • A reference from their employer in Russia specifying the period during which they physically worked in the country within 12 consecutive calendar months as of the date the reference was issued;
  • Other documents that confirm the actual time they have spent in Russia.

If a foreign shareholder of VTB fails to present any documents confirming their entitlement to a tax discount, their dividend payments will be taxed at the regular rate of 15%.

4. Foreign nationals who are not tax residents in Russia are entitled to dividend taxation below the regular rate of 15% in accordance with dual taxation agreements provided the following documents are submitted:

  • An official confirmation (certificate) recognising the VTB shareholder, as of the specified calendar year, as a tax resident of a foreign country with a valid dual taxation agreement with Russia. The confirmation (certificate) should be issued by that country’s authorised financial or tax authority. It must be legalised according to the established procedure, or apostilled.
  • A notarised translation of the confirmation (certificate) into Russian.

*Only for shareholders whose rights to shares are recorded directly in the registry. If record VTB shares is kept by nominal holder for the handover of the documents should contact to the place of recording of securities.

I owned the shares as of the date when the list of shareholders entitled to dividends was made, but I never received any dividends. Why?

You most likely submitted inaccurate or incomplete data (such as your bank details or individual taxpayer number). To clarify the situation you need to contact VTB Bank Shareholder Relations Service at +7 (495) 258-49-47.

Shareholders Consultative Council

What are the goals of VTB’s Shareholders Consultative Council?

The VTB Shareholders Consultative Council (SCC) was established in 2009 as part of the bank’s shareholder relations policy to address issues that affect shareholder interests in consultation with the VTB Management Board and Supervisory Board.

The VTB Shareholders Consultative Council is an independent public advisory and consultative body formed through open elections by VTB shareholders. Its decisions are non-binding.

What documents regulate the Shareholders Consultative Council’s work?

The SCC is regulated by the Provision on the Shareholders Consultative Council, as drafted and approved by the SCC.

Who sits on the Shareholders Consultative Council?

The SCC consists of 12 minority shareholders of VTB Bank. Each SCC member’s details can be found on the SCC page of the VTB website.

Where can VTB shareholders find information on the Shareholders Consultative Council’s work?

Regular SCC updates are published on the SCC page of the VTB website. The council’s work is also regularly covered by the VTB shareholders’
newsletter, Kontrolny Paket. SCC members also report to shareholders during AGMs and consultations with shareholders.

How can I contact the Shareholders Consultative Council?

You can ask questions or make suggestions to SCC members by:

  • Phone:: +7 (985) 774-31-55 
  • e-mail: KSA@vtb.ru 

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