Holding of Issuer’s General Meeting and Resolutions Taken Thereby
28.05.2019
|
1. General Information |
|
|
1.1. Issuer’s full corporate name (name for NGO) |
CREDIT BANK OF MOSCOW (public joint-stock company) |
|
1.2. Issuer’s abbreviated corporate name |
CREDIT BANK OF MOSCOW |
|
1.3. Issuer’s registered office |
2 (bldg. 1) Lukov pereulok, Moscow 107045, Russia |
|
1.4. Issuer’s OGRN |
1027739555282 |
|
1.5. Issuer’s TIN |
7734202860 |
|
1.6. Unique issuer code assigned by the registration authority |
01978В |
|
1.7. Issuer’s disclosure webpage |
http://www.e-disclosure.ru/portal/company.aspx?id=202 |
|
1.8. Date of occurrence of the event (material fact) about which the message is made (if applicable) |
27.05.2019 |
|
2. Content of Announcement |
|
|
2.1. Type of general meeting (annual (ordinary), extraordinary): annual (ordinary). 2.2. Form of general meeting (meeting (joint attendance) or absentee voting): meeting (joint attendance). 2.3. Date, venue and time of general meeting: 27 May 2019; 2 (bldg. 1) Lukov pereulok, Moscow; from 10:00 a.m. to 11:25 a.m. Moscow time. 2.4. Quorum of general meeting: The total number of votes available to the holders of voting shares: 27,079,709,866 (twenty seven billion seventy nine million seven hundred nine thousand eight hundred and sixty six) (100% of the total number of votes). The number of votes available to the shareholders participating in the meeting: 22,892,975,992 (twenty two billion eight hundred ninety two million nine hundred seventy five thousand nine hundred and ninety two) (84.5392% of the total number of votes). The meeting was quorate on all items of agenda. 2.5. Agenda of general meeting: 1. Approval of the Bank’s 2018 annual report. 2. Approval of the Bank’s annual accounting (financial) statements for 2018. 3. Distribution of the Bank’s income for 2018, including payment (declaration) of dividends. 4. Approval of the Bank’s auditors. 5. Determination of the number of members of the Supervisory Board of the Bank. 6. Election of the Supervisory Board members of the Bank. 7. Determination of the amounts of remuneration and reimbursement of expenses for the Bank’s Supervisory Board members. 8. Election of the Audit Panel members of the Bank. 9. Approval of amendments and additions to the Bank’s Charter. 10. Approval of the Regulation on the General Shareholders’ Meeting of the Bank. 11. Approval of the Regulation on the Supervisory Board of the Bank. 12. Approval of joining Factors Chain International (FCI). 2.6. Vote count for, and resolutions on, items of agenda of general meeting for which it was quorate: In respect of the first item of agenda: Approval of the Bank’s 2018 annual report. VOTE COUNT: "For" 22,892,975,892 votes or 99.9999996%; "Against" 0 votes or 0.0000%; "Abstained" 0 votes or 0.0000%. RESOLUTION: To approve the Bank’s 2018 annual report. The resolution was PASSED by 99.9999996% of the votes available to the Meeting participants in respect of this item. In respect of the second item of agenda: Approval of the Bank’s annual accounting (financial) statements for 2018. VOTE COUNT: "For" 22,892,975,792 votes or 99.9999992%; "Against" 0 votes or 0.0000%; "Abstained" 0 votes or 0.0000%. RESOLUTION: To approve the Bank’s annual accounting (financial) statements for 2018. The resolution was PASSED by 99.9999992% of the votes available to the Meeting participants in respect of this item. In respect of the third item of agenda: Distribution of the Bank’s income for 2018, including payment (declaration) of dividends. VOTE COUNT: "For" 22,892,975,592 votes or 99.9999983%; "Against" 100 votes or 0.0000004%; "Abstained" 200 votes or 0.0000009%. RESOLUTION: To distribute the income for 2018 as follows: — apply 2,978,768,085.26 roubles to dividends on the Bank's ordinary registered shares; — leave the net income for 2018, less the amount applied to dividends, in the amount of 9,146,145,260.39 roubles at the Bank’s disposal. To pay dividends for the year 2018 in the amount of 0.11 roubles per one ordinary registered share of the Bank. To specify that the dividends shall be paid in cash. To specify that the dividends shall be paid to: — a nominee or asset manager – stock market professional participant, who are named in the shareholder register, within 10 business days; — other persons named therein, within 25 business days. of the record date for entitlement to dividends. To approve 07.06.2019 as the record date for entitlement to dividends for 2018. The resolution was PASSED by 99.9999983% of the votes available to the Meeting participants in respect of this item. Resolution on the fourth item of agenda: Approval of the Bank’s auditors. VOTE COUNT: "For" 22,874,981,491 votes or 99.9213996%; "Against" 7,675,001 votes or 0.0335%; "Abstained" 10,319,400 votes or 0.0451%. RESOLUTION: To approve as the Bank’s auditors: – JSC “Audit-Consulting Group "Business Systems Development (RBS)” as the Bank’s auditors for the annual audit of the Bank’s financial and business operations in 2019, and interim review for 9 months of 2019 in accordance with the Russian accounting standards; – JSC "KPMG" as the Bank’s auditors for the annual audit of the Bank’s financial and business operations in 2019, and interim reviews for 6 and 9 months of 2019 and 1Q2020 in accordance with the International Financial Reporting Standards. The resolution was PASSED by 99.9213996% of the votes available to the Meeting participants in respect of this item. In respect of the fifth item of agenda: Determination of the number of members of the Supervisory Board of the Bank. VOTE COUNT: "For" 22,892,975,691 votes or 99.999998796%; "Against" 1 vote or 0.000000004%; "Abstained" 100 votes or 0.000000400%. RESOLUTION: To determine that the number of Supervisory Board members be 10 (ten). The resolution was PASSED by 99.999998796% of the votes available to the Meeting participants in respect of this item. In respect of the sixth item of agenda: Election of the Supervisory Board members of the Bank. The voting on the item of agenda was cumulative. Number of votes “FOR” each of the candidates: 1 Vladimir A. Chubar 34,026,224,852 votes. 2. Thomas Günther Grasse 29,691,819,366 votes. 3 Sergey Yu. Menzhinsky 28,688,483,962 votes. 4 Roman I. Avdeev 21,879,920,128 votes. 5 Ilkka Seppo Salonen (independent) 19,163,136,682 votes. 6 Andreas Klingen (independent) 19,163,136,680 votes. 7 Lord Daresbury (Peter) (independent) 19,086,323,687 votes. 8 William Forrester Owens (independent) 19,081,143,349 votes. 9 Andrew Sergio Gazitua (independent) 18,900,942,846 votes. 10 Alexey A. Stepanenko 18,840,998,048 votes. "Against" 0 votes; "Abstained" 8,610 votes. RESOLUTION: To elect the following Supervisory Board members: 1. Vladimir A. Chubar 2. Thomas Günther Grasse 3. Sergey Yu. Menzhinsky 4. Roman I. Avdeev 5. Ilkka Seppo Salonen (independent) 6. Andreas Klingen (independent) 7. Lord Daresbury (Peter) (independent) 8. William Forrester Owens (independent) 9. Andrew Sergio Gazitua (independent) 10. Alexey A. Stepanenko. The resolution was PASSED. In respect of the seventh item of agenda: Determination of the amounts of remuneration and reimbursement of expenses for the Bank’s Supervisory Board members. "For" 22,892,975,430 votes or 99.9999972%; "Against" 101 votes or 0.0000004%; "Abstained" 361 votes or 0.000002%. RESOLUTION: To approve the payment of remuneration to Supervisory Board members from their election date up to the next annual General Shareholders’ Meeting in 2020 for their service in such capacity in the total amount of up to 1,542,860 (one million five hundred forty two thousand eight hundred sixty) US dollars (before personal income tax) in accordance with the Regulation on Remunerations and Compensations Payable to CREDIT BANK OF MOSCOW’s Supervisory Board Members. To approve the payment of up to 300.000 (three hundred thousand) US dollars to the insurance company as the insurance premium under the D&O insurance agreement to be made with the Bank as policyholder. To approve compensation of all reasonable expenses to be incurred in the course of and in connection with their service in such capacity in accordance with the Regulation on Remunerations and Compensations Payable to CREDIT BANK OF MOSCOW’s Supervisory Board Members. The resolution was PASSED by 99.9999972% of the votes available to the Meeting participants in respect of this item. In respect of the eighth item of agenda: Election of the Audit Panel members of the Bank. VOTE COUNT: "For" 22,892,975,530 votes or 99.99% – Evgeny O. Gudkov; "For" 22,892,975,530 votes or 99.99% – Alexandra A. Vastyanova; "For" 22,892,975,530 votes or 99.99% – Vyacheslav Yu. Osipov. "Against" 1 vote – Evgeny O. Gudkov; "Against" 1 vote – Alexandra A. Vastyanova; "Against" 1 vote – Vyacheslav Yu. Osipov. "Abstained" 361 votes – Evgeny O. Gudkov; "Abstained" 361 votes – Alexandra A. Vastyanova; "Abstained" 361 votes – Vyacheslav Yu. Osipov. RESOLUTION: To elect the following Audit Panel members: 1. Evgeny O. Gudkov; 2. Alexandra A. Vastyanova; 3. Vyacheslav Yu. Osipov. The resolution was PASSED. In respect of the ninth item of agenda: Approval of amendments and additions to the Bank’s Charter. VOTE COUNT: "For" 22,802,443,791 votes or 99.6044987%; "Against" 90,531,901 votes or 0.3955000%; "Abstained" 200 votes or 0.0000009%. RESOLUTION: To approve amendments to the Bank’s Charter and to authorise Vladimir A. Chubar, Chairman of the Management Board, or any person acting in his capacity, to sign the same and the request to the Bank of Russia for the state registration thereof. The resolution was PASSED by 99.6044987% of the votes available to the Meeting participants in respect of this item. In respect of the tenth item of agenda: Approval of the Regulation on the General Shareholders’ Meeting of the Bank. VOTE COUNT: "For" 22,892,975,592 votes or 99.9999983%; "Against" 100 votes or 0.0000004%; "Abstained" 200 votes or 0.0000009%. RESOLUTION: To approve the Regulation on the General Shareholders’ Meeting. The resolution was PASSED by 99.9999983% of the votes available to the Meeting participants in respect of this item. In respect of the eleventh item of agenda: Approval of the Regulation on the Supervisory Board. VOTE COUNT: "For" 22,802,443,791 votes or 99.6044987%; "Against" 90,531,901 votes or 0.3955%; "Abstained" 200 votes or 0.0000009%. RESOLUTION: To approve the Regulation on the Supervisory Board. The resolution was PASSED by 99.6044987% of the votes available to the Meeting participants in respect of this item. In respect of the twelfth item of agenda: Approval of joining Factors Chain International (FCI). VOTE COUNT: "For" 22,892,975,691 votes or 99.999998696%; "Against" 1 vote or 0.000000004%; "Abstained" 200 votes or 0.0000009%. RESOLUTION: Approval of joining Factors Chain International (FCI). The resolution was PASSED by 99.999998696% of the votes available to the Meeting participants in respect of this item. 2.7. Date and number of minutes of general meeting: 27.05.2019, minutes No. 01. 2.8. Identifiers of shares entitling holders to participate in general meeting: ordinary uncertificated registered shares, issue state registration number 10101978В, ISIN RU000A0JUG31. | |
|
3. Signature |
|
|
3.1. Director of Banking Legal Support Department (Power of attorney No.770/2016 dated 29.12.2016 (valid until 29.12.2019)) K.I. Galushko 3.2. 27 May 2019 SEAL |
|