Questions and answers

Questions related to holding shares

How to measure an equity interest in the Bank?

Divide the number of your shares in the Bank by the total number of shares (27,079,709,866) and multiply the result by 100 percent.

What document confirms title to shares?

An extract from the Bank's shareholder register that can be obtained from its registrar – JSC «IRC – R.O.S.T.» at: 18 (bldg. 13) Stromynka st., Moscow 107996, tel. +7 (495) 780-73-63, fax +7 (495) 780-73-67 (or its branches), if your shares are kept with the registrar.

A securities account statement issued by your depository, if your shares are kept with a depository.

Who is the Bank's registrar?

Joint Stock Company «Independent Registrar Company R.O.S.T.» (JSC «IRC – R.O.S.T.»)

Registrar's details
Joint Stock Company «Independent Registrar Company R.O.S.T.» was registered by Moscow Registration Chamber on 22 November 1993 (Certificate of state registration No. 447.993). JSC «IRC – R.O.S.T.» was entered into the Unified State Register of Legal Entities under principal state registration number (OGRN) 1027739216757 by Moscow Interdistrict Inspectorate No. 39 of the Ministry of Taxes and Charges on 18.09.2002.

CBR License
No. 045-13976-000001 dated 03 December 2002 (indefinite) for registrar activities

Registered office
18 (bldg. 13) Stromynka st., Moscow 107996, Russian Federation

Mailing address:
PO Box 9, 18 Stromynka st., Moscow 107996, Russian Federation

Contact telephone:
Telephone: +7 (495) 780-73-63
Fax: +7 (495) 780-73-67

Website and e-mail
http://www.rrost.ru
info@rrost.ru

How to get an extract from the Bank's shareholder register?

Fill in and submit a registered party questionnaire (if you never provided it to the registrar or you last provided it more than 12 months ago (how to submit the questionnaire)

Fill in a request for shareholder account statements and submit it to the registrar:

  • personally or through a proxy at any office of the registrar or
  • by mailing to PO Box 9, 18 Stromynka st., Moscow 107996 (permitted only if the registrar already has your shareholder questionnaire),

Pay an invoice issued in line with the registrar's price list for profile data update and register data provision services.

You can fill in such documents and make an appointment with the registrar at a convenient time through the Visit the registrar service.

How to change shareholder account details in the register (name, passport details, residential address, bank account details, etc)?

Notify any such changes to:

  • the registrar, if your shares are kept with the registrar;
  • your depository, if your shares are kept with a depository.

To notify the registrar, submit a registered party questionnaire attaching supporting documents. Learn more.

You can fill in the questionnaire and make an appointment with the registrar at a convenient time through the Visit the registrar service

Questions related to General Shareholders’ Meetings

When are General Shareholders’ Meetings held?

Annual General Shareholders’ Meeting are convened by the Supervisory Board not earlier than 2 (two) months and not later than 6 (six) months after the end of each year.

Other General Shareholders’ Meetings are extraordinary.

Who may participate in General Shareholders’ Meetings?
  • The Bank's shareholders – persons included in the list of persons who may participate in General Shareholders’ Meetings,
  • Working bodies of General Shareholders’ Meeting: Chairman and secretary of the General Shareholders’ Meeting and the Bank's registrar,
  • The Bank's Audit Panel members;
  • The Bank's auditors;
  • The Bank's Supervisory Board and Management Board members;
  • The Chairman or any member of the Audit and Risk Committee of the Supervisory Board;
  • A representative of the Bank's registrar;
  • Nominees to the Bank’s management or control bodies;
  • Chief Accountant;
  • The Bank’s employees responsible for implementation of any resolutions that may be passed by a General Shareholders’ Meeting, and any other persons invited by the chairman thereof, the Supervisory Board or Management Board. Such persons may be invited to clarify the Bank’s results to the shareholders, explain the case for any resolutions to be adopted by the General Shareholders’ Meeting, give any further clarifications regarding any items of its agenda and any procedural questions;
  • Anyone entitled to participate in a General Shareholders’ Meeting may also bring an advisor. However, any such invited advisors may only attend such General Meeting without participating in the discussion of any items of agenda and without any other powers related to participation therein.
How does the Bank inform its shareholders of General Shareholders’ Meetings?

The Bank notifies the persons entitled to participate in a General Shareholders’ Meeting and named in the shareholder register about calling thereof in writing by registered mail, by personal delivery of notices to their authorised representatives with signed acknowledgement or by posting an announcement on its website at http://www.mkb.ru at least 21 (twenty one) days or, if the Bank’s reorganisation is on the agenda, 30 (thirty) days before the date thereof.

If the agenda of an extraordinary General Shareholders’ Meeting includes election of Supervisory Board members or reorganisation of the Bank by way of merger, spin-off or demerger and election of the board of directors (supervisory board) of the company created thereby, the Bank notifies the persons entitled to participate therein and named in the shareholder register about calling thereof at least 50 (fifty) days before the date thereof.

Any nominee holder(s) registered in the Bank’s shareholder register is notified of any General Shareholders’ Meeting in accordance with the rules of Russian securities laws for provision of information and materials to persons exercising securities rights.

Who may bring an issue to a General Shareholders’ Meeting/ nominate candidates to the Bank's Supervisory Board or Audit Panel?

Any shareholder(s) aggregating at least 2 (two) percent of the voting shares of the Bank may, within 30 (thirty) days of the end of a reporting year of the Bank, propose issues for the agenda of the annual General Shareholders’ Meeting and nominate candidates to the Supervisory Board and Audit Panel, such candidates not to exceed in number the membership of the respective authority.

In addition to any agenda items proposed for any General Shareholders’ Meeting, or candidates nominated to any body, by shareholders, the Supervisory Board may at its discretion include items in the agenda thereof and/or candidates in the list of candidates to the relevant body.

An extraordinary General Shareholders’ Meeting is held by resolution of the Supervisory Board at its own discretion or on the request of the Audit Panel, the auditor of the Bank or any shareholder(s) aggregating at least 10 (ten) percent of its voting shares as at the date of such request.  Such request must state inter alia the items to be included in the agenda of such extraordinary General Shareholders’ Meeting.

How are voting ballots circulated before a General Shareholders’ Meeting?

Ballots must be sent by registered mail or delivered with signed acknowledgment to each of the persons named in the shareholder register and entitled to participate in the relevant General Shareholders’ Meeting at least 20 (twenty) days before the date thereof.  The Bank may send ballots with the notice of a General Shareholders’ Meeting.

Any nominee holder(s) registered in the Bank’s shareholder register is provided with ballots in accordance with the rules of Russian securities laws for provision of information and materials to persons exercising securities rights.

How and when can I review the materials for a General Shareholders’ Meeting?

Any persons entitled to participate in a General Shareholders’ Meeting may review all necessary information (materials) prepared therefor at the Bank’s premises and other locations at addresses stated in the notice thereof within 20 (twenty) days or, if the Bank’s reorganisation is on the agenda, within 30 (thirty) days before it is held.  The materials are also available when the General Shareholders’ Meeting is being held.

Any person entitled to participate in a Meeting may obtain copies of any materials prepared therefor. The Bank may charge a fee for the making of such copies, such fee not to exceed the cost of making thereof.

To obtain the information (materials), you need to carry a passport or another identity document, and your representatives also need to have a power of attorney and/or evidence of their authority to act on your behalf without a power of attorney.

The Bank provides information and materials to shareholders unnamed in its shareholder register by sending them electronically to the registrar for forwarding to such shareholders through the relevant nominee.  The Bank’s obligation to provide information and materials is deemed fulfilled upon receipt thereof by the nominee.

Within one day of receipt of information and materials from the Bank, the nominee must forward them to, or make them available online for and give notice thereof to, its depositors.

How can I participate in a meeting of shareholders?

In-person meeting:

  • By sending to the Bank completed hardcopy voting ballots, which must be received by it at least 2 (two) days before the meeting date.
  • By attending it in person or through representatives acting under relevant powers of attorney or by virtue of law.
  • By notifying the nominee of your will, making sure the registrar receives such notice from the nominee at least 2 (two) days before the meeting date.

Absentee voting:

  • By sending to the Bank completed hardcopy voting ballots, which must be received by it before the last day of their acceptance.
  • By notifying the nominee of your will, making sure the registrar receives such notice from the nominee before the last day of their acceptance.
What documents need I provide to participate in a General Shareholders’ Meeting?

If attending in person or through representatives:

To register for participation in a General Shareholders’ Meeting, you need to produce your passport or other identity document and (if you represent someone else entitled to participate in the Meeting) the document(s) evidencing your authority.

Any power of attorney for voting must specify the principal and the proxy (the name and identity document details (serial code and/or number, date and place of issue, issuing authority) for an individual or the name and registered address for a legal entity). Any such power of attorney must be executed as required by article 185.1, clause 4 of the Civil Code of the Russian Federation or notarised.

Where any shares are transferred after the record date for participation in, and before the date of, a General Shareholders’ Meeting, the transferor must issue a power of attorney for voting thereat to, or vote thereat as instructed by, the transferee, if so provided for in the share transfer agreement.

he voting rights attached to any share in the Bank held jointly may be exercised at a General Shareholders’ Meeting at the discretion of the joint holders by either any one of them or their common proxy.  The authority of either of the latter two must be duly evidenced.

If sending completed ballots:

Mail them to: 2 (bldg. 1) Lukov pereulok, Moscow, 107045, attaching documents (or their notarised copies) evidencing your authority as successor or representative (if applicable) of a person named in the list of persons entitled to participate in the Meeting.

Can I participate in a General Shareholders’ Meeting, if I acquired my shares after the record date for participation therein?

Where any shares are transferred after the record date for participation in, and before the date of, a General Shareholders’ Meeting, the transferor must issue a power of attorney for voting thereat to, or vote thereat as instructed by, the transferee, if so provided for in the share transfer agreement.

How do I know the results of votes at a General Shareholders’ Meeting?

Any resolutions passed by, and results of any vote on the agenda items of, any General Shareholders’ Meeting may be announced thereat and will be notified to those included in the list of persons entitled to participate therein in the form of a vote count report in the manner provided for giving notice of General Shareholders’ Meetings, within 4 (four) business days of closing thereof or, if it was held by absentee voting, the deadline for submitting ballots.

Any nominee holder(s) registered in the Bank’s shareholder register as at the record date for participation in a General Shareholders’ Meeting is notified of the vote count in accordance with the rules of Russian securities laws for provision of information and materials to persons exercising securities rights.

Questions related to dividend payments

When and in what amounts are dividends paid?

The Bank may decide to pay dividends for the first three, six, nine and/or twelve months of a financial year, unless otherwise set forth by the Federal Law "On Joint-Stock Companies".

Any decision to pay (declare) dividends, including any decision on their size and payment procedure, for shares of each category (type) is taken by the General Shareholders’ Meeting based on the Supervisory Board’s recommendations.

The amount of dividends on ordinary shares is determined based on, and may not exceed the size set out in, the Supervisory Board’s recommendation.

The Supervisory Board recommends dividend amounts to the General Shareholders’ Meeting so that at least 10% of the Bank’s RAS net income is distributed thereby.

Who is entitled to dividends?

he list of persons entitled to dividends is made as at a date falling 10 (ten) to 20 (twenty) days of the General Shareholders’ Meeting that decides to pay dividends.

Must I pay income tax on dividends?

As a matter of Russian law, dividends are subject to personal income tax, be they received by Russian or foreign tax residents. The Bank must assess, withhold and pay the tax.

What tax rate applies to dividends?

According to the Russian Tax Code, 13% for Russian residents and 15% for non-residents (intergovernmental double taxation treaties may provide for lower rates for legal entities).

If you have not found the answer to your question, ask it in an email to the Corporate Secretary at cs@mkb.ru.