Material fact notice

Certain Resolutions Taken by Issuer’s Supervisory Board

27.11.2019

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

Moscow

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.mkb.ru;

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)

27.11.2019

2. Content of Announcement

2.1. Quorum of Supervisory Board meeting and vote count for resolution made:

Quorum: 10 out of the 10 Supervisory Board members cast their votes: Roman I. Adveev, Andrew Sergio Gazitua, Thomas Günther Grasse, Lord Daresbury (Peter), Andreas Klingen, Sergey Yu. Menzhinsky, William Forrester Owens, Ilkka Seppo Salonen, Alexey A. Stepanenko, Vladimir A. Chubar.

The meeting was quorate and deemed legally valid.

Vote count for the item of agenda:

Qualification of a Supervisory Board member as independent director.

“FOR” – 9 (Nine) votes, including: Roman I. Avdeev, Andrew Sergio Gazitua, Thomas Günther Grasse, Lord Daresbury (Peter), Andreas Klingen, Sergey Yu. Menzhinsky, Ilkka Seppo Salonen, Alexey A. Stepanenko, Vladimir A. Chubar.

 

“AGAINST” – 0 (Zero) votes.

“ABSTAINED” – 1 (One) vote: William Forrester Owens.

The resolution was passed.

2.2. Resolutions taken by the issuer’s Supervisory Board:

Resolution on the item of agenda:

To qualify William Forrester Owens, Supervisory Board member, as independent director despite he meets a formal criterion of affiliation with the issuer (the Bank), based on the following:

1. The Compensation, Corporate Governance and Nominations Committee made a preliminary evaluation of William Forrester Owens against the Board of Directors (Supervisory Board) Independence Criteria (Annex 4 to the Listing Rules of the Moscow Exchange (the "Exchange")) and recommended the Supervisory Board (Minutes no. 11 dated 26.11.2019) to qualify William Forrester Owens, in his capacity of a Supervisory Board member, as independent director despite he meets a formal criterion of affiliation with the issuer (the Bank). Mr. Owens has served on the Bank's Supervisory Board for more than 7 years (elected on 28.11.2012), but less than 12 years; no other affiliation criteria is known to be met.

William Forrester Owens signed the declaration prepared by the Exchange before this resolution is adopted by the Supervisory Board.

2. William Forrester Owens's affiliation with the issuer (the Bank) is formalistic and does not affect his ability to make independent, impartial and good faith judgments, because:

– William Forrester Owens has served on the Supervisory Board for a long time, which is an advantage for the Bank, because he acted as such in the period of cardinal changes for the Bank: rapid growth of shareholders' equity, changes to the shareholding structure (from a sole shareholder in 2012 to more than 1,000 shareholders in 2019), public placement of the Bank's shares at organised trades with their inclusion in the First Level section of the List of Securities Admitted to Trading on Moscow Exchange etc., and, therefore, has in-depth knowledge of the Bank's business and areas of development.

– William Forrester Owens has wide experience and insights in finance, law and corporate governance. He was Managing Director at Renew Strategies LLC and member of the Board of Directors of Key Energy Services, Inc., FESCO, Keating Capital Inc. and Bill Barrett Corporation.

Now William Forrester Owens is Senior Director at Greenberg Traurig, LLP and Senior Fellow in the University of Denver; he also serves on the Boards of Cloud Peak Energy Inc., Federal Signal Corporation and HighPoint Resources Corporation.

Given his experience, the Bank values his expert opinion, suggestions and observations in his capacity as Chairman of the Supervisory Board, his contribution to the improvement of its corporate governance in his capacity as Chairman of the Compensation, Corporate Governance and Nominations Committee of the Supervisory Board, and his input into the formulation and implementation of the Bank's strategy in his capacity as member of the Strategy and Capital Markets Committee of the Supervisory Board.

– For as long as he has served on the Supervisory Board, William Forrester Owens has been committed to his duties as a Supervisory Board member (has not missed any meeting since he was elected to the Supervisory Board), and shows strong commitment in chairing the Compensation, Corporate Governance and Nominations Committee and serving as a member of the Strategy and Capital Markets Committee.

– William Forrester Owens proposes items for the agenda of the Supervisory Board and of its committees he serves on, ensures that they are discussed comprehensively, requests management to provide additional information, where necessary, demands answers to questions raised and makes decisions unbiased towards the Bank's executive bodies, specific groups of shareholders or any other stakeholders.

2.3. Date of Supervisory Board meeting: 27.11.2019.

2.4. Date and number of minutes of Supervisory Board meeting: 27.11.2019 № 29.

3. Signature

3.1. Head 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 November 2019 SEAL