Material fact notice

Certain Resolutions Taken by Issuer’s Supervisory Board

24.11.2020

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)

23.11.2020

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. Avdeev, 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 first item of agenda:

Making of a resolution to repurchase the Bank's Exchange-Traded Bonds series BSO-P01, BSO-P02, BSO-P03 and BSO-P12 on a voluntary basis.

“FOR” – 10 (Ten) votes, including: Roman I. Avdeev, 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.

 “AGAINST” – 0 (Zero) votes.

“ABSTAINED” – 0 (Zero) votes.

Vote count for the second item of agenda:

Setting the repurchase price determination method for the Bank's Exchange-Traded Bonds series BSO-P01, BSO-P02, BSO-P03 and BSO-P12.

“FOR” – 10 (Ten) votes, including: Roman I. Avdeev, 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.

 “AGAINST” – 0 (Zero) votes.

“ABSTAINED” – 0 (Zero) votes.

 

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

Resolution on the first item of agenda:

1.1. In accordance with cl. 13.2.8. of the Bank's Charter, cl.10 and 10.2 of the Bank's Exchange-Traded Bond Programme (identification number: 401978B001P02E; identification number assignment date: 31 January 2017), resolve that the Bank repurchase (buy back) on a voluntary basis its placed exchange-traded bonds identified below:

  • up to 300,000 (three hundred thousand) of its exchange-traded certificated interest-bearing non-convertible bearer commonly deposited bonds series BSO-P01, issue identification number 4B020101978B001P dated 08.05.2019, ISIN RU000A100FF2, admitted to exchange trades in the process of placement on 08.05.2019;
  • up to 300,000 (three hundred thousand) of its exchange-traded certificated interest-bearing non-convertible bearer commonly deposited bonds series BSO-P02, issue identification number 4B020201978B001P dated 05.07.2019, ISIN RU000A100KS5, admitted to exchange trades in the process of placement on 05.07.2019;
  • up to 300,000 (three hundred thousand) of its exchange-traded certificated interest-bearing non-convertible bearer commonly deposited bonds series BSO-P03, issue identification number 4B020301978B001P dated 05.07.2019, ISIN RU000A100KT3, admitted to exchange trades in the process of placement on 05.07.2019;
  • up to 1,500,000 (one million five hundred thousand) of its exchange-traded uncertificated interest-bearing non-convertible centrally recorded bonds series BSO-P12, issue registration number 4B02-14-01978-B-001P dated 03.02.2020, ISIN RU000A101DK5, admitted to exchange trades in the process of placement on 03.02.2020

(collectively, the "BSO" or "Exchange-Traded Bonds")

1.2. Determine that the BSO be repurchased in the manner and time set out in the Public Irrevocable Offer for repurchase of the Exchange-Traded Bonds series BSO-P01, the Public Irrevocable Offer for repurchase of the Exchange-Traded Bonds series BSO-P02, the Public Irrevocable Offer for repurchase of the Exchange-Traded Bonds series BSO-P03, and the Public Irrevocable Offer for repurchase of the Exchange-Traded Bonds series BSO-P12 (Annex 1-4 hereto), all and each of which form an integral part hereof and are hereinafter collectively referred to as the Offers, from any holder thereof, including any asset manager, asset managing company of a mutual fund, asset managing company of a pension fund, whose rights to dispose of them are not restricted under applicable Russian laws.

Determine that the Offers must set out:

- how holders of the Exchange-Traded Bonds shall accept the offer and the period, of at least 5 (five) business days, within which they may submit their Repurchase Acceptance Notices to CREDIT BANK OF MOSCOW (the "Issuer"),

- the first day of repurchase;

- the last day of repurchase;

- the currency of repurchase as set out in the Issue Conditions or, if not, in the Issuer's resolution on repurchase of the Exchange-Traded Bonds;

- the manner of repurchase;

- the form and time of payments for the Exchange-Traded Bonds

- other terms of repurchase.

Resolution on the second item of agenda:

2.1. In accordance with cl. 13.2.7. of the Bank's Charter, set the repurchase price determination method for the Exchange-Traded Bonds as a formula with variables that are beyond the Issuer’s control:

BSOn Repurchase Price = MIN [ MAX [(Price of BSOn as at the BSOn, Closing Price determination date preceding the Buyback Date by two TDs + Premium); (Average (∑(Offer Date)^(Buyback Date – 3TD)-Price of BCOn) - 2%)]; Average (∑(Offer Date)^(Buyback Date – 3TD)-Price of BCOn) + 2%)] where

  • n means the number of an issue following "BSO" in its name: - P01, -P02, -P03 or -P12.
  • MIN means the minimum of two values;
  • MAX means the maximum of two values;
  • BSOn Repurchase Price means the repurchase price of the Exchange-Traded Bonds series BSO-P01, BSO-P02, BSO-P03 or BSO-P12, determined for each issue individually;
  • Price of BSOn as at the BSOn Closing Price determination date preceding the Buyback Date by two TDs means the Exchange-Published BSOn Closing Price as at the date on which BSOn were traded in the course of the Main Trading Session and which precedes by two TDs the day when BSOn are to be bought back. Thus, if BSOn were not traded on the Exchange on the date immediately preceding by two TDs the day when BSOn are to be bought back, their closing price shall be determined as at the first nearest date preceding by two TDs the day when they are to be bought back;
  • Exchange means Public Joint-Stock Company "Moscow Exchange MICEX-RTS";
  • Exchange-Published BSOn Closing Price means the closing price of BSOn determined as of the close of the Main Trading Session one time during a TD (within the meaning of the Equity & Bond Market and Deposit Market Trading Rules of Public Joint-Stock Company "Moscow Exchange MICEX-RTS");
  • TD means a trading day when the Exchange carries out organised trading (within the meaning of Equity & Bond Market and Deposit Market Trading Rules of Public Joint-Stock Company "Moscow Exchange MICEX-RTS");
  • Main Trading Session means trading carried out on the Exchange within the period of time set out in the Equity & Bond Market and Deposit Market Trading Rules of Public Joint-Stock Company "Moscow Exchange MICEX-RTS";
  • Average (∑(Offer Date)^(Buyback Date – 3TD)-Price of BCOn) means the arithmetic mean of the Exchange-Published BSOn Closing Prices for the period between the Offer Date and the date preceding the Buyback Date by two TDs;
  • Premium means 0.2% of the par value of BSOn;
  • ±2% means the maximum deviation from the average price of BSOn for the period between the Offer Date and the date preceding the Buyback Date by two TDs;
  • Offer Date means the date when the Issuer discloses, as set forth in the Programme, its intention to repurchase the Exchange-Traded Bonds or notifies all their holders thereof;
  • Buyback Date means the date determined by resolution of the Bank's Supervisory Board as the first day of repurchase of the Exchange-Traded Bonds and the last day of their repurchase, given that such days coincide.

The Exchange-Published BSOn Closing Price for each series of the BSO will be disclosed on the Exchange's webpage at:

BSO name

Underlying asset price determination source

BSO-P01

https://www.moex.com/ru/issue.aspx?code=RU000A100FF2#/bond_2_1 (value “Closing price, % of par”)

BSO-P02

https://www.moex.com/ru/issue.aspx?code=RU000A100KS5#/bond_2_1 (value “Closing price, % of par”)

BSO-P03

https://www.moex.com/ru/issue.aspx?code=RU000A100KT3#/bond_2_1 (value “Closing price, % of par”)

BSO-P12

https://www.moex.com/ru/issue.aspx?code=RU000A101DK5#/bond_2_1 (value “Closing price, % of par”)

 

 

2.3. Date of Supervisory Board meeting: 23.11.2020.

2.4. Date and number of minutes of Supervisory Board meeting: 23.11.2020 № 34.

2.5. Identifiers of securities:

  • CREDIT BANK OF MOSCOW’s exchange-traded certificated interest-bearing non-convertible bearer commonly deposited bonds series BSO-P01, issue identification number 4B020101978B001P dated 08.05.2019, ISIN RU000A100FF2, admitted to exchange trades in the process of placement on 08.05.2019;
  • CREDIT BANK OF MOSCOW’s exchange-traded certificated interest-bearing non-convertible bearer commonly deposited bonds series BSO-P02, issue identification number 4B020201978B001P dated 05.07.2019, ISIN RU000A100KS5, admitted to exchange trades in the process of placement on 05.07.2019;
  • CREDIT BANK OF MOSCOW’s exchange-traded certificated interest-bearing non-convertible bearer commonly deposited bonds series BSO-P03, issue identification number 4B020301978B001P dated 05.07.2019, ISIN RU000A100KT3, admitted to exchange trades in the process of placement on 05.07.2019;
  • CREDIT BANK OF MOSCOW’s exchange-traded uncertificated interest-bearing non-convertible centrally recorded bonds series BSO-P12, issue registration number 4B02-14-01978-B-001P dated 03.02.2020, ISIN RU000A101DK5, admitted to exchange trades in the process of placement on 03.02.2020

3. Signature

3.1. Head of Banking Legal Support Department (Power of attorney No.692/2019 dated 27.12.2019 (valid until 27.12.2022))

K.I. Galushko

3.2. 23 November 2020 SEAL