Notice of an extraordinary General Shareholders’ Meeting of CREDIT BANK OF MOSCOW (public joint-stock company)
Dear CREDIT BANK OF MOSCOW’s shareholders,
Pursuant to a resolution of the Supervisory Board of CREDIT BANK OF MOSCOW (the “Bank”) dated September 12, 2017, the extraordinary General Shareholders’ Meeting (the “Meeting”) of the Bank is to be held in the form of a meeting (co-presence) on November 15, 2017.
The venue of the Meeting: the Bank’s premises at: 2 (bldg. 1) Lukov pereulok, Moscow.
The time of the Meeting: 11:00 Moscow time.
The starting time for registration of persons participating in the Meeting: 10:30 Moscow time at the venue of the same.
The mailing address for sending the completed ballots: 2 (bldg. 1) Lukov pereulok, Moscow, Russia, 107045.
The record date for participation in the Meeting: September 23, 2017.
Categories (classes) of shares whose holders are entitled to vote on any or certain items of agenda of the general shareholders’ meeting: ordinary registered uncertificated shares.
Agenda of the Meeting:
- On early termination of authority of the incumbent members of the Supervisory Board of the Bank.
- Determination of the number of members of the Supervisory Board of the Bank.
- Election of the Supervisory Board of the Bank.
Pursuant to Russian laws, the Bank’s shareholder(s) not named in its shareholder register may participate in the Meeting, exercise their voting rights and propose nominees thereat by giving relevant instructions to the person recording their titles to shares (a nominee). Such instructions may be given as set out in Russian securities laws and nominee service agreements.
Any shareholder(s) aggregating at least 2 percent of the Bank’s voting shares may nominate candidates to its Supervisory Board, their number not to exceed the Supervisory Board’s membership. Any such nominations must be delivered to the Bank by 15 October 2017.
Any nominations must name, specify the number and category (class) of shares held by, and be signed by, or on behalf of, the nominating shareholder(s).
Any nominations must name, and give identity document details (ID series and/or number, date and place of issue, issuing authority) of, each nominee and specify the relevant elective body.
The Supervisory Board must consider all submitted nominations and approve or, where so required by Russian laws, deny their inclusion to the agenda of the Meeting within 5 days of the nomination deadline. Any such decision, with reasoning, must be sent to the nominating shareholder(s) within 3 days of making.
Any persons entitled to participate in the Meeting may do so personally or through their representatives acting by proxy or by operation of law.
To register for participation in the Meeting, individuals are required to carry a passport or another identity document, representatives of individuals or legal persons are also required to have a passport or another identity document and a document (documents) certifyig their authority (for representatives of the persons entitled to participate in the Meeting).
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 an entity). Any such power of attorney must be executed as required by claus 4 of article 185.1 of the Civil Code of the Russian Federation or notarised.
Where any shares are transferred after the record date for participation in the Meeting and before the date of such Meeting, the transferor, stated in that list, must issue a power of attorney for voting thereat to, or vote thereat as instructed by, the transferee, if it is provided for in the share transfer agreement.
The voting rights attached to any share in the Bank held jointly may be exercised at the 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.
Filled ballots of persons stated in the list of persons entitled to participate in the Meeting may be sent in advance to the following mailing address: 2 (bldg. 1) Lukov pereulok, Moscow. Documents (notarised copies) confirming the authority of any successors and representatives of persons stated in the list of persons entitled to participate in the Meeting shall be attached to the voting ballots sent by such persons.
Shareholders may express their will by giving instructions to the relevant nominee. Such instructions may be given as set out in Russian securities laws and nominee service agreements.
1) THE BANK MUST RECEIVE COMPLETED BALLOTS MAILED TO IT; OR
2) THE HOLDER OF REGISTER MUST RECEIVE VOTING INSTRUCTIONS GIVEN THROUGH NOMINEES,
AT LEAST TWO DAYS BEFORE THE MEETING DATE.
Persons stated in the list of persons entitled to participate in the Meeting and registered in person to participate in the Meeting may vote by ballots at the time of the Meeting if their ballots (voting instructions) were not received or were received after above mentioned period.
Information (materials) to be provided in contemplation of the Meeting to the persons entitled to participate therein may be inspected: (i) from 25.10.2017 to 14.11.2017, from 09:00 to 18:00 Moscow time (save for weekends and public holidays) in the Bank’s premises at: 2 (bldg. 1) Lukov pereulok, Moscow; (ii) at the time of registration for and holding of the Meeting on 15.11.2017 at: 2 (bldg. 1) Lukov pereulok, Moscow.
Any persons entitled to participate in the Meeting may request copies of materials to be provided in contemplation thereof. The Bank may charge a fee for making copies of such materials, such fee not to exceed the cost of making thereof.
To obtain the information (materials), shareholders are required to carry a passport or another identity document, and shareholders’ representatives are also required to have a power of attorney and/or evidence of their authority to act on behalf of the relevant shareholder without a power of attorney.
The Bank provides information and materials to shareholders unnamed in its shareholder register by sending them electronically to the holder of register 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.
In case additional information is required please address your inquiries to the Corporate Secretary at firstname.lastname@example.org.
Supervisory Board of CREDIT BANK OF MOSCOW