Corporate governance

Shareholders General Meeting

General meeting of shareholders is the supreme governing body of the Bank

The Bank shall hold an annual General Meeting of Shareholders (Annual General Meeting of Shareholders). The General Meeting of Shareholders shall be held no later than six (6) months after the end of the fiscal year.

Election of members of the Board of Directors and Audit Commission of the Bank at the Annual General Meeting of Shareholders will be considered.

The date and procedure of the meeting, the procedure for notifying the Bank's shareholders of the meeting, the list of materials to be provided to shareholders in preparation for the General Meeting of Shareholders shall be determined by the Board of the Bank.

Shareholders (shareholders) owning at least one percent of the Bank's voting shares not later than 1 March after the end of the fiscal year of the Bank, shall submit nominations to the agenda of the Annual General Meeting of Shareholders and to the Board of Directors and the Audit Commission. have the right to indicate.

The issue on the agenda of the general meeting is to be stated in writing with indication of the reasons for putting it, the name of the proposed shareholder (s), number and type of shares belonging to it. When submitting a proposal to the Council of the Bank and the Audit Commission, including nomination, the name of the candidate, the number and type of shares owned by the candidate, if the candidate is a shareholder of the Bank, as well as the nomination of the candidate. name (name) of shareholders, number and type of shares owned by them.

Extraordinary General Meeting of Shareholders other than the Annual General Meeting of Shareholders is an extraordinary meeting. Extraordinary General Meeting of Shareholders at its own initiative, at the request of the Audit Commission, as well as at the request of the shareholder (s) holding at least 5 (five) percent of the voting shares of the Bank.

The competence of the general meeting of shareholders includes:

• Changes and additions to the Charter of the Bank or approval of the Charter of the Bank in the new edition
• Bank restructuring
• Liquidation of the Bank, appointment of liquidator (liquidation commission) and approval of interim and final liquidation balance sheets
• Determination of the number of members of the Council of the Bank, election of their members and early termination of their members' powers
• determination of the maximum number of authorized shares
• Increase or decrease the Bank's authorized capital
• Acquisition of own bank shares
• Approval of the Bank's organizational structure
• Election of members of the Audit Commission of the Bank and early termination of their powers, as well as approval of the Regulations on the Audit Commission
• Approval of annual reports of the Bank
• Distribution of profits and losses of the Bank
• Hearing of reports of the Board of the Bank and the Audit Commission on matters within their competence, including compliance with the banking management legislation
• Approval of the General Meeting of Shareholders
• Grinding and consolidation of bank shares
• making decisions on major transactions in cases specified by the legislation
• taking decisions on transactions with affiliated persons of the Bank in cases stipulated by the legislation
• settlement of other issues in accordance with the legislation and the Charter of the Bank
• Matters included in the competence of the General Meeting of Shareholders may not be referred to the Board for resolution. Matters included in the competence of the General Meeting of Shareholders cannot be submitted to the Board of Directors for decision, except for:
• Amendments and additions to the Charter of the Bank in connection with increase of authorized capital
• Determine the price of placement of shares (the issue of securities to the stock exchange and to the organized OTC market)
• Decision making by the Bank on issuance of corporate bonds, including shares convertible into shares
• Decision to issue securities
• Decision to redeem the Bank's corporate bonds
• Establishment of the Board (executive body) of the Bank, appointment of the Chairman of the Board of the Bank, early termination of his powers
• Determining the amount of remuneration and compensation paid to the Management Board of the Bank
• Approval of the annual business plan of the Bank