Notice of the annual 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 May 15, 2020, the annual General Shareholders’ Meeting (the “Meeting”) of the Bank is to be held in the form of absentee voting on June 19, 2020.
The cut-off date for receipt of ballots: June 19, 2020;
The mailing address for sending the completed ballots: 2 (bldg. 1) Lukov pereulok, Moscow, Russia 107045.
The record date for participation in the Meeting: May 26, 2020.
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:
- Approval of the Bank’s 2019 annual report.
- Approval of the Bank’s annual accounting (financial) statements for 2019.
- Distribution of the Bank’s income for 2019, including payment (declaration) of dividends.
- Approval of the Bank’s auditors.
- Determination of the number of members of the Supervisory Board of the Bank.
- Election of the Supervisory Board members of the Bank.
- Determination of the amounts of remuneration and reimbursement of expenses for the Bank’s Supervisory Board members.
- Election of the Audit Panel members of the Bank.
- Approval of a new version of the Bank’s Charter.
- Approval of the Regulation on the General Shareholders’ Meeting of the Bank.
- Approval of the Regulation on the Supervisory Board of the Bank.
- Approval of the Regulation on the Management Board and Chairman of the Management Board of the Bank.
Pursuant to Russian laws, the Bank’s shareholder(s) not named in its shareholder register may participate in the Meeting and exercise their voting rights 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 persons entitled to participate in the Meeting may do so personally or through their representatives acting by proxy or by operation of law.
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 clause 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 are to be sent to the following mailing address: 2 (bldg. 1) Lukov pereulok, Moscow 107045. 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.
Voting ballots completed in hard copy must be delivered to the Bank no later than 18 June 2020.
The persons entitled to participate in the Meeting who are not named in the Bank’s shareholder register may notify the registrar, JSC IRC R.O.S.T., of their will no later than 18 June 2020.
Ballots and notices of will received after the above date will not count towards the Meeting quorum and voting results.
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.
Information (materials) to be provided in contemplation of the Meeting to the persons entitled to participate therein may be viewed on the Bank’s website at http://www.mkb.ru and from 28.05.2020 to 19.06.2020 (inclusive), 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.
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