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AGREED
Ag. Head
of the Main Office
of the Central Bank
of the Russian Federation
for the Chelyabinsk Region
________________ E. N. Fedina
July 11, 2016
(Seal, signature)
THE STATUTE OF
JOINT-STOCK COMMERCIAL BANK “CHELINDBANK”
(public joint-stock company)
PJSC “CHELINDBANK”
APPROVED:
By the Annual General Meeting of Shareholders
Minutes No. 29
May 17, 2016
Chelyabinsk
2016
1. GENERAL PROVISIONS
1.1. The Bank is established according to the meeting of shareholders decision on October 31, 1991
(Minutes №3), named CHELYABINSK JOINT-STOCK COMMERCIAL BANK “CHELINDBANK”
through re-organisation in the form of transformation of Industrial Commercial Bank of the Chelyabinsk
Region “CHELINDBANK” and is a legal successor in all rights and liabilities with respect to all its
creditors and debtors, including liabilities litigated by the parties.
According to the General Meeting of Shareholders’ decision (Minutes No. 5 dd. April 13, 1996)
the name of the Bank organisational and legal form is brought to conformity with the applicable
legislation of the Russian Federation and the full name is changed for JOINT-STOCK COMMERCIAL
BANK “CHELINDBANK” (open joint-stock company) and also the short name - for JSCB
“CHELINDBANK”.
According to the General Meeting of Shareholders’ decision on June 20, 2002 (Minutes № 13)
the Bank short name is brought to conformity with the applicable legislation of the Russian Federation
and established as OJSC “CHELINDBANK”.
1.2. According to the General Meeting of Shareholders’ decision on September 30, 2015 (Minutes №
28)the name of its organisational and legal form is brought to conformity with the applicable legislation
of the Russian Federation, and the full and short names were changed for JOINT-STOCK
COMMERCIAL BANK "CHELINDBANK” (public joint-stock company) PJSC “CHELINDBANK”.
1.3. JOINT-STOCK COMMERCIAL BANK “CHELINDBANK” (public joint-stock company),
hereinafter referred to as the “Bank” is a credit institution included into the banking system of the Russian
Federation and governed by the existing laws of the Russian Federation, legal acts of the Bank of Russia
and this Statute. The Bank is entitled to issue its own documents relating to the internal banking activity.
1.4. The Bank is a legal entity, has its own property assets accounted on its own balance. The Bank is
liable to the full extent of its property, the Bank can acquire and exercise civil rights and obligations on its
own behalf, act as a claimant or a defendant in the Court.
1.5. The Bank's full official name in Russian is АКЦИОНЕРНЫЙ КОММЕРЧЕСКИЙ БАНК
«ЧЕЛИНДБАНК» (публичное акционерное общество).
The Bank's short official name in Russian is ПАО «ЧЕЛИНДБАНК».
The Bank's full official name in English is JOINT-STOCK COMMERCIAL BANK
“CHELINDBANK” (public joint-stock company).
The Bank's short official name in English is PJSC “CHELINDBANK”.
1.6. The Bank has a round seal bearing its full official name and location in Russian, stamps and forms
with its name, its own trade mark and other means of visual identification.
1.7.
The Bank has its exclusive right to use its name and its trade mark.
1.8.
The Bank is entitled to participate independently or together with other legal entities and
individuals in other commercial and non-commercial organisations within the territory of the Russian
Federation and abroad according to the law of the Russian Federation and that of the respective country.
1.9.
Any legal entities and individuals purchasing shares of the Bank on a voluntary basis can be held
as the Bank shareholders provided that their participation in credit institutions is not prohibited by the
current law. Foreign legal entities and individuals may become Bank shareholders if complied with the
law of the Russian Federation.
1.10. The Bank is independent of the government and administrative bodies in making decisions except
for the cases stipulated by federal laws.
1.11. The Bank is liable for its obligations by all its assets. The Bank is not liable for obligations of its
shareholders. Shareholders of the Bank are not liable for the obligations of the Bank; they bear the risk of
losses connected with the Bank's activities to the extent of the value of shares they own.
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The Bank is not liable for the obligations of the State and state bodies. The State is not liable for the
obligations of the Bank except for the cases the State undertakes such obligations.
1.12. If insolvency (bankruptcy) of the Bank is caused by actions (inactions) of its shareholders or
other persons entitled to give instructions obligatory for the Bank or in another way define its actions,
than, if the Bank’s assets will be not enough, the mentioned shareholders or other persons will take a
subsidiary responsibility for obligations of the Bank. Insolvency (bankruptcy) of the Bank is considered
to be caused by actions (inactions) of its shareholders or other persons entitled to give instructions
obligatory for the Bank or in other way define its actions only in case they used the mentioned title and
(or) ability for particular actions, consciously knowing in advance that this would lead to insolvency
(bankruptcy) of the Bank.
2. THE BANK LOCATION
2.1. Location of the Bank:
80 K. Marx Str., 454091 Chelyabinsk, Russia
2.2. The Bank has the following branches:
1. The full official branch name is Ashinsky Branch of JOINT-STOCK COMMERCIAL BANK
“CHELINDBANK” (public joint-stock company), the short official name is Ashinsky Branch of PJSC
“CHELINDBANK”.
Registered address: 10-a Sovetskaya Str., 456010 Asha, Chelyabinsk Region.
2. The full official branch name is Verkhne-Ufaleysky Branch of JOINT-STOCK COMMERCIAL
BANK “CHELINDBANK” (public joint-stock company), the short official name is Verkhne-Ufaleysky
Branch of PJSC “CHELINDBANK”.
Registered address: 174 Lenina Str., 456800 Verkhny Ufaley, Chelyabinsk Region.
3. The full official branch name is the Branch of JOINT-STOCK COMMERCIAL BANK
“CHELINDBANK” (public joint-stock company) in Yekaterinburg, the short official name is PJSC
“CHELINDBANK” Branch in Yekaterinburg.
Registered address: 47 Serova Str., 620144 Yekaterinburg.
4. The full official branch name is Emanzhelinsky Branch of JOINT-STOCK COMMERCIAL
BANK “CHELINDBANK” (public joint-stock company), the short official name is Emanzhelinsky
Branch of PJSC “CHELINDBANK”.
Registered address: 20 Gagarina Str., 456584 Emanzhelinsk, Chelyabinsk Region.
5. The full official branch name is "Zolotaya Dolina" Branch of JOINT-STOCK COMMERCIAL
BANK “CHELINDBANK” (public joint-stock company), the short official name is "Zolotaya Dolina"
Branch of PJSC “CHELINDBANK”.
Registered address: 29 Akademika Pavlova Str., 456317 Miass, Chelyabinsk Region.
6. The full official branch name is "Istok" Branch of JOINT-STOCK COMMERCIAL BANK
“CHELINDBANK” (public joint-stock company), the short official name is"Istok" Branch of PJSC
“CHELINDBANK”.
Registered address: 7 Sverdlova Str., 456770 Snezhinsk, Chelyabinsk Region.
7. The full official branch name is Kalininsky Branch of JOINT-STOCK COMMERCIAL BANK
“CHELINDBANK” (public joint-stock company), the short official name is Kalininsky Branch of PJSC
“CHELINDBANK”.
Registered address: 99-b Kaslinskaya Str., 454084 Chelyabinsk.
8. The full official branch name is Karabashsky Branch of JOINT-STOCK COMMERCIAL BANK
“CHELINDBANK” (public joint-stock company), the short official name is Karabashsky Branch of PJSC
“CHELINDBANK”.
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Registered address: 27 Komsomolskaya Str., 456143 Karabash, Chelyabinsk Region.
9. The full official branch name is Kartalinsky Branch of JOINT-STOCK COMMERCIAL BANK
“CHELINDBANK” (public joint-stock company), the short official name is Kartalinsky Branch of PJSC
“CHELINDBANK”.
Registered address: 2 Zavodskaya Str., 457358 Kartaly, Chelyabinsk Region.
10. The full official branch name is Kaslinsky Branch of JOINT-STOCK COMMERCIAL BANK
“CHELINDBANK” (public joint-stock company), the short official name is Kaslinsky Branch of PJSC
“CHELINDBANK”.
Registered address: 82 K. Marxa Str., 456830 Kasli, Chelyabinsk Region.
11. The full official branch name is Katav-Ivanovsky Branch of JOINT-STOCK COMMERCIAL
BANK “CHELINDBANK” (public joint-stock company), the short official name is Katav-Ivanovsky
Branch of PJSC “CHELINDBANK”.
Registered address:10 Dmitriya Tarakanova Str., 456110 Katav-Ivanovsk, Chelyabinsk Region.
12. The full official branch name is Kopeisky Branch of JOINT-STOCK COMMERCIAL BANK
“CHELINDBANK” (public joint-stock company), the short official name is Kopeisky Branch of PJSC
“CHELINDBANK”.
Registered address: 16-a Kommunistichesky Prospekt, 456618 Kopeisk, Chelyabinsk Region
13. The full official branch name is Korkinsky Branch of JOINT-STOCK COMMERCIAL BANK
“CHELINDBANK” (public joint-stock company), the short official name is Korkinsky Branch of PJSC
“CHELINDBANK”.
Registered address: 23, 30 let VLKSM Str., 456550 Korkino, Chelyabinsk Region.
14. The full official branch name is Kyshtymsky Branch of JOINT-STOCK COMMERCIAL BANK
“CHELINDBANK” (public joint-stock company), the short official name is Kyshtymsky Branch of PJSC
“CHELINDBANK”.
Registered address: 201 Kalinina Str., 456870 Kyshtym, Chelyabinsk Region.
15. The full official branch name is Leninsky Branch of JOINT-STOCK COMMERCIAL BANK
“CHELINDBANK” (public joint-stock company), the short official name is Leninsky Branch of PJSC
“CHELINDBANK”.
Registered address: 9a Gagarina Str., 454010 Chelyabinsk.
16. The full official branch name is Magnitogorsky Branch of JOINT-STOCK COMMERCIAL
BANK “CHELINDBANK” (public joint-stock company), the short official name is Magnitogorsky
Branch of PJSC “CHELINDBANK”.
Registered address:70 Lenina Str., 455044 Magnitogorsk, Chelyabinsk Region.
17. The full official branch name is Metallurgichesky Branch of JOINT-STOCK COMMERCIAL
BANK “CHELINDBANK” (public joint-stock company), the short official name is Metallurgichesky
Branch of PJSC “CHELINDBANK”.
Registered address: 12 Jaroslava Gasheka Str., 454017 Chelyabinsk.
18. The full official branch name is Nyazepetrovsky Branch of JOINT-STOCK COMMERCIAL
BANK “CHELINDBANK” (public joint-stock company), the short official name is Nyazepetrovsky
Branch of PJSC “CHELINDBANK”.
Registered address: 4 Mira Str., 456970 Nyazepetrovsk, Chelyabinsk Region.
19. The full official branch name is Satkinsky Branch of JOINT-STOCK COMMERCIAL BANK
“CHELINDBANK” (public joint-stock company), the short official name is Satkinsky Branch of PJSC
“CHELINDBANK”.
Registered address: 4 Metallurgov Str., 456910 Satka, Chelyabinsk Region.
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20. The full official branch name is "Sinegorie" Branch of JOINT-STOCK COMMERCIAL BANK
“CHELINDBANK” (public joint-stock company), the short official name is"Sinegorie" Branch of PJSC
“CHELINDBANK”.
Registered address: 1 Zelenaya Str., 456787 Ozersk, Chelyabinsk Region.
21. The full official branch name is Sovetsky Branch of JOINT-STOCK COMMERCIAL BANK
“CHELINDBANK” (public joint-stock company), the short official name is Sovetsky Branch of PJSC
“CHELINDBANK”.
Registered address: 4 Znamenskaya Str., 454087 Chelyabinsk.
22. The full official branch name is Traktorozavodsky Branch of JOINT-STOCK COMMERCIAL
BANK “CHELINDBANK” (public joint-stock company), the short official name is Traktorozavodsky
Branch of PJSC “CHELINDBANK”.
Registered address: 12 Pervoy Pyatiletki Str., 454071 Chelyabinsk.
23. The full official branch name is Transportny Branch of JOINT-STOCK COMMERCIAL BANK
“CHELINDBANK” (public joint-stock company), the short official name is Transportny Branch of PJSC
“CHELINDBANK”.
Registered address: 66-a Tsvillinga Str., 454005 Chelyabinsk.
24. The full official branch name is Trekhgorny Branch of JOINT-STOCK COMMERCIAL BANK
“CHELINDBANK” (public joint-stock company), the short official name is Trekhgorny Branch of PJSC
“CHELINDBANK”.
Registered address: 38-a Ostrovskogo Str., 456080 Trekhgorny, Chelyabinsk Region.
25. The full official branch name is Troitsky Branch of JOINT-STOCK COMMERCIAL BANK
“CHELINDBANK” (public joint-stock company), the short official name is Troitsky Branch of PJSC
“CHELINDBANK”.
Registered address: 29-a Bratiev Malyshevykh Str., 457100 Troitsk, Chelyabinsk Region.
26. The full official branch name is Ust-Katavsky Branch of JOINT-STOCK COMMERCIAL
BANK “CHELINDBANK” (public joint-stock company), the short official name is Ust-Katavsky Branch
of PJSC “CHELINDBANK”.
Registered address: 42 MKR-1, 456040 Ust-Katav, Chelyabinsk Region.
27. The full official branch name is Chebarkulsky Branch of JOINT-STOCK COMMERCIAL
BANK “CHELINDBANK” (public joint-stock company), the short official name is Chebarkulsky Branch
of PJSC “CHELINDBANK”.
Registered address: 22 Mira Str., 456440 Chebarkul, Chelyabinsk Region.
28. The full official branch name is Yuzhnouralsky Branch of JOINT-STOCK COMMERCIAL
BANK “CHELINDBANK” (public joint-stock company), the short official name is Yuzhnouralsky
Branch of PJSC “CHELINDBANK”.
Registered address: 13 Kosmonavtov Str., 457040 Yuzhnouralsk, Chelyabinsk Region.
29. The full official branch name is Yuriuzansky Branch of JOINT-STOCK COMMERCIAL BANK
“CHELINDBANK” (public joint-stock company), the short official name is Yuriuzansky Branch of PJSC
“CHELINDBANK”.
Registered address: 9 Zaitseva Str., 456120 Yuriuzan, Chelyabinsk Region.
3. BANK TRANSACTIONS AND OTHER DEALS
3.1. The Bank performs the following banking operations in Russian roubles and foreign currencies:
1) attracting funds from corporate customers and individuals (call and fixed deposits);
2) placing funds attracted from corporate customers and individuals (call and fixed deposits) on its
behalf and for its account;
3) opening and maintaining accounts of corporate customers and individuals;
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4)
5)
6)
7)
8)
9)
transfer of funds on the banking accounts of corporate customers and individuals including
correspondent banks by their order;
collecting funds, bills, payment and settlement documents, providing cash services for corporate
customers and individuals;
buying and selling foreign currency in a cash and a non-cash manner;
attracting and placing precious metals in deposits;
issuing bank guarantees;
transfers of funds without opening a bank account, including electronic money (except for
postal transfers).
3.2. In addition to the above operations, the Bank is entitled to carry out the following deals:
1) grant guaranties specifying monetary discharge of obligations for the third parties;
2) acquire the right to claim monetary discharge of obligations from the third parties;
3) trust management of funds and other property upon the contract with corporate customers and
individuals;
4) bullion operations according to the law of the Russian Federation;
5) safe custody of documents and valuables for corporate and individual customers;
6) leasing operations;
7) provide consulting and informational services.
3.3. The Bank is entitled to carry out transactions with bank cards according to the law of the Russian
Federation and normative instructions of the Bank of Russia based on the licence agreements and
contracts concluded with payment systems.
3.4. The Bank is entitled to issue, purchase, sell, keep records of, practise safe custody and other
operations with securities functioning as a payment document, with securities confirming the attraction of
funds in deposits and on banking accounts; with other securities provided that handling these securities
does not require a special licence according to the federal laws.
3.5. The Bank is entitled to carry out professional activities on the securities market according to the
related legislative requirements of the Russian Federation and legal acts of the Bank of Russia managing
the securities market, as well as according to the licences for professional activities on the securities
market issued in a prescribed manner:
- to operate as a depositary,
- to operate as a dealer,
- to operate as a broker.
3.6. The Bank is entitled to carry out other deals according to the legislation of the Russian Federation.
All banking operations and deals are carried out in Russian Roubles and in foreign currencies.
Regulations of the banking operations including the requirements on their material and technical supplies
are established by the Bank of Russia in compliance with the federal laws.
3.7. The Bank works with its customers on the basis of agreements.
3.8. The Bank provides lending services on the basis of the credit policy approved by the Bank.
4. THE BANK SHARE CAPITAL, THE BANK SHARES
4.1. The Bank share capital consists of the nominal value of the Bank shares acquired by the shareholders.
The Bank share capital comprises 808,575,000 (eight hundred and eight million five hundred and
seventy-five thousand) roubles and is divided into 805,605,000 (eight hundred and five million six
hundred and five thousand) ordinary uncertified registered shares at the nominal value of 1 (one) rouble
each and 2,970,000 (two million nine hundred and seventy thousand) preferred uncertified registered
shares with the defined amount of dividend at 15% per annum and the nominal value of 1 (one) rouble
each. The liquidation value of one share comprises 1 rouble.
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4.2. The Bank has issued one type of preferred shares with the defined amount of dividend. Preferred
shares of that type entitle their holders with equal rights. Those shareholders who own preferred shares do
not have a voting right at General Meetings of Shareholders except the cases stipulated by the law and
this Statute. Conversion of the issued preferred shares is not allowed.
4.3. The maximum number of declared shares comprises 291,425,000 (two hundred and ninety-one
million four hundred and twenty-five) with nominal value of 1 (one) rouble each, including 291,425,000
(two hundred and ninety-one million four hundred and twenty-five) ordinary uncertified registered shares.
4.4. The decision on amendments and supplements to the Statute concerning declared shares status except
for the amendments concerning their quantity decrease resulting following the results of additional share
issue shall be taken by the General Meeting of Shareholders.
If the Bank issues securities convertible into shares of a specific category (type), the quantity of the
declared shares of this category (type) shall not be less than the quantity required for conversion for the
period of these securities circulation. The Bank is not allowed to take decision concerning amendments of
rights attaching to shares converted from the securities issued by the Bank.
4.5. Upon decision of the General Meeting of Shareholders, the Bank can consolidate or split shares.
Upon consolidation of outstanding shares, two or more Bank shares are converted into one new share of
the same category (type). Simultaneously, the respective amendments concerning the nominal value and
the number of outstanding and declared Bank shares of the respective category (type) are made to the
Bank Statute.
Upon splitting the shares, one Bank share is converted into two or more shares of the same category
(type). Simultaneously, the respective amendments concerning the nominal value and the number of
outstanding and declared Bank shares of the respective category (type) are made to the Bank Statute.
4.6. The Bank’s share capital may be increased by increasing the nominal value of the shares and issuing
additional shares.
4.7. The decision to increase the Bank’s share capital by increasing the nominal value of the shares is
made by the General Meeting of Shareholders by majority of votes of the participating shareholders – the
owners of the Bank’s voting shares.
4.8. The decision to increase the Bank Share Capital by issuing additional shares shall be adopted by the
Council of the Bank unanimously, the votes of quitting members of the Bank Council being left out of
account (except for the cases when according to the Federal Law “On Joint-Stock Companies” such a
decision can be adopted only by the General Meeting of Shareholders).
4.9. The additional shares can be issued by the Bank only within the limits of declared shares quantity
specified by the Bank Statute.
4.10. The decision to increase the Bank Share Capital by issuing additional shares shall contain:
- the number of the additional ordinary and preferred shares of each type to be issued within the limits of
the number of declared shares of this category (type);
- the issue method;
- the issue price of the additional subscription shares or the pricing procedure (including in case of
exercise of pre-emptive right) or indication that such price or pricing procedure shall be specified by the
Council of the Bank not later than share placement start date;
- the method of payment for the additional subscription shares;
- other conditions of additional shares issue stipulated by the current legislation of the Russian Federation.
The issue price of the additional shares or the pricing procedure shall be in accordance with the Federal
Law “On Joint-Stock Companies”.
4.11. The increase of the Bank share capital by issuing additional shares can be realized for account of
Bank property in accordance with the order prescribed by the Bank of Russia. The increase of the Bank
share capital by increasing the nominal value of shares shall be realized for account of the Bank property
only.
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4.12. By increasing the Bank share capital for account of the Bank property by issuing additional shares,
these shares are distributed between all shareholders: a shareholder shall receive shares of the same
category (type) as he owns in proportion to the quantity of the shares owned. Issue of split shares
resulting from the increase of the Bank share capital for account of the Bank property by issuing
additional shares is not allowed.
4.13. The decision to increase the Bank share capital shall be made after full payment for the previously
declared share issue and the duly arranged registration of the respective amendments to the Bank Statute.
4.14. The Bank share capital can be created by means of funds in the currency of the Russian Federation
and foreign currency, property (non-money) deposits, the maximum amount and the list of which is
established by the Bank of Russia.
When paying for the Bank share capital, funds in the amount of at least share capital minimum size,
established by the applicable legislation of the Russian Federation, should be contributed.
When paying for the Bank share capital by means of property in the non-monetary form an independent
estimator should be applied to for the purpose of estimation of such a property in cases stipulated by the
federal laws.
The value of property estimation made by the Bank founders (shareholders) or by the Bank Council may
not exceed the amount of estimation established by an independent estimator.
By investing in the Bank share capital not monetary funds but another property the shareholder who made
such a payment and the independent estimator in case of the Bank property deficit bear subsidiary
liability for obligations to the extent of the amount on which the estimation of property deposited in the
Bank share capital was overvalued during five years since the state registration of the Bank or
amendments to the Bank Statute.
4.15. The borrowed funds may not be used for creating the Bank share capital. Offset of liabilities against
the Bank is not allowed while paying the increased share capital, except for monetary claims for payment
of declared dividends in cash. The procedure and criteria for assessing the financial position of the Bank
founders (participants) are established by the Bank of Russia.
4.16. The Bank is entitled to and, in cases stipulated by the Federal Law “On Joint-Stock Companies”, is
obliged to decrease its share capital.
The share capital can be decreased by means of decrease of the nominal value of the shares or reduction
of their total number, including acquisition of a part of shares in cases specified by the Federal Law “On
Joint-Stock Companies”.
4.17. The decision to decrease the share capital by means of decreasing the nominal value of the shares or
by means of acquiring a part of shares to reduce their total number is made by the General Meeting of
Shareholders. The shares acquired by the Bank on the basis of decision to decrease the Bank share capital
by means of shares acquisition to reduce their total number are repaid at the moment of their acquisition.
Within three business days after the date the decision to decrease the Bank Share Capital is taken, the
Bank shall notify the authority which performs state registration of legal entities on such decision and
shall publish the announcement on decrease of its share capital in a press edition specifically intended for
publication of information on state registration of legal entities twice at intervals of one month.
4.18. The General Meeting of Shareholders shall take a decision in respect of the share capital decrease
by share buy-back in the following way:
shares bought by the Bank by decision of the Bank Council that have not been realized within a
year from the date of their purchase;
shares repurchased by the Bank that have not been realized within a year from the date of their
repurchase.
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4.19. If following the results of the reporting month, the amount of the Bank’s equity funds (capital) is
less than the amount of its share capital, the Bank shall bring the amount of the share capital and the
equity funds (capital) to conformity.
The Bank cannot decrease its share capital if, as a result, the amount of the share capital becomes less
than the minimum amount established by the current legislation of the Russian Federation.
4.20. The Bank can acquire the issued shares without decreasing its share capital by decision of the Bank
Council. The Bank is not entitled to take a decision concerning acquisition of shares if the nominal value
of all outstanding shares of the Bank comprises less than 90% of the Bank share capital.
In this case the shares acquired by the Bank are not voting, are disregarded at a vote counting and are
dividend-free. Such shares shall be realized at the price not less than their market price within a year from
the date of their acquisition. Otherwise, the General Meeting of Shareholders of the Bank shall take
decision to decrease the share capital by paying off such shares.
4.21. The decision on shares acquisition shall comprise the categories (types) of the shares to be acquired,
the quantity of each category (type) of shares to be acquired by the Bank, the acquisition price, the form
and the period of payment, as well as the period during which the shareholders applications for the sale of
the shares in their possession to the Bank or withdrawal of such applications should be submitted to the
Bank.
The payment for shares acquisition is effected by money. The payment for shares acquisition is effected
by money. The period during which the shareholders applications for the sale of the shares in their
possession to the Bank or withdrawal of such applications should be submitted to the Bank may not be
less than 30 days, and the period of the Bank payment for the shares to be acquired may not be more than
15 days from the date of expiry of the period provided for submission or withdrawal of these applications.
The shares price to be acquired by the Bank is determined by the Federal Law “On Joint-Stock
Companies”.
5. PLACEMENT OF SHARES, DEBENTURES AND OTHER SECURITIES
5.1. The Bank can place additional shares, debentures and other securities defined by the legislation acts
of the Russian Federation with regard to securities by subscription and conversion.
5.2. The additional shares of the Bank placed by subscription are paid at the price or in accordance with
the pricing procedure established by the Bank Council in compliance with the Federal Law “On JointStock Companies” but not lower than their nominal value.
5.3. The Bank is entitled to place shares and securities convertible into shares through both public and
private offering.
5.4. The shares (securities convertible into shares) can be placed through private offering exclusively by
decision of the General Meeting of Shareholders concerning the increase of the Bank share capital by
issuing additional shares (securities convertible into shares) to be taken by ѕ majority of votes of
shareholders owning voting shares participating in the General Meeting of Shareholders.
5.5. The ordinary shares constituting over 25% of the previously placed ordinary shares can be placed
through public offering exclusively by decision of the General Meeting of Shareholders to be taken by
ѕ majority of votes of shareholders owning voting shares participating in the General Meeting of
Shareholders.
5.6. The securities convertible into ordinary shares constituting over 25% of the previously placed
ordinary shares can be placed through public offering exclusively by decision of the General Meeting of
Shareholders to be taken by ѕ majority of votes of shareholders owning voting shares participating in the
General Meeting of Shareholders.
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5.7. The additional shares and other Bank securities issued by the Bank by subscription are placed in case
of their full payment.
5.8. The Bank shall place debentures and other securities by decision of the Bank Council.
5.9. The Bank is entitled to issue debentures after full payment for the share capital. Debentures
repayment can be carried out in monetary form or by other property, including the placed shares of the
Bank in accordance with the decision on the issuance.
5.10. The Bank is not allowed to place debentures and other securities convertible into the Bank shares if
the quantity of the declared Bank shares of specific categories and types is less than the quantity of shares
of such categories and types the right to purchase which is secured by such securities.
6. RIGHTS AND OBLIGATIONS OF SHAREHOLDERS
6.1. Each ordinary Bank share gives its holder equal rights. The preference shareholders rights depend on
the volume of rights conferred for each type of the preferred shares owned. Upon the relevant approval by
the General Shareholders’ Meeting the Bank may furnish its Statute with amendments and supplements
concerning the additional types of preference shares to be placed.
6.2. Ordinary shareholders have the rights as per the Civil Code of the Russian Federation, the Federal
Law “On Joint-Stock Companies” and the current Statute:
1) to participate in the General Shareholders’ Meeting with the right to vote on any matters within
their competence individually or through a representative;
2) to get the share of the net profit (dividends) in the amount proportional to the quantity of shares
belonging to them to be distributed among shareholders;
3) to receive a part of the Bank property (liquidating value) proportional to a number of shares
owned by the shareholders in case of the Bank liquidation.
Ordinary shareholders possess other rights as per the Statute of the Bank and the applicable
legislation of the Russian Federation.
6.3. Shareholders owning preferred shares with the fixed dividend size have the following rights:
1) to participate in the General Meeting of Shareholders with the voting right regarding the
following matters:
- re-organisation and liquidation of the Bank;
- introduction of amendments to the Bank Statute restricting the rights of the preference
shareholders including dividend fixing or increasing and/or fixing or increasing liquidation value of the
preferred shares of the previous order of priority; as well as establishing an order of priority among
preference shareholders owning preferred shares of other types for receiving the dividend and/or a part of
the liquidation value;
- requesting for listing or delisting of preferred shares of the type which is owned by the voting
shareholders;
- requesting to the Bank of Russia to release from an obligation of information disclosure or
information supply as stipulated by the applicable legislation of the Russian Federation on securities ;
- introduction of amendments to the Bank Statute eliminating the notation that the Bank is a
public company;
- any issues considered by the General Meeting of Shareholders beginning from the meeting
following the Annual Meeting which failed to make a decision concerning the dividend payment or to
make a decision to partially pay dividends on preferred shares of that type. This right is discontinued
since the moment of the first full-dividend payment;
- other matters stipulated by the applicable legislation of the Russian Federation;
2) to get the share of the net profit (dividends) in the amount proportional to the quantity of shares
belonging to them to be distributed among shareholders;
3) to receive a part of the Bank property (liquidating value) proportional to a number of shares
owned by the shareholders in case of the Bank liquidation.
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Preference shareholders possess other rights as per the Bank Statute and the applicable legislation
of the Russian Federation.
6.4. Owners of all-category stocks have the following rights:
1) to participate in the Bank administration in cases and in order stipulated by the Bank Statute
and the applicable legislation of the Russian Federation;
2) to alienate their shares without the consent of the other shareholders and the Bank;
3) as required by the applicable legislation of the Russian Federation and the Bank Statute, to
receive information about the Bank activity, to familiarize with its accounting and other documentation;
4) the pre-emptive right to acquire additionally issued shares or securities of the Bank converted
into the shares as prescribed by the Bank Statute and the law of the Russian Federation;
5) to receive monetary resources and (or) issued securities owned by the Bank, distributed by
another legal entity, upon a decision to decrease the share capital through decreasing the nominal value of
the shares if this decision stipulates payments of monetary resources and issued securities owned by the
Bank to the shareholders;
6) to claim for redemption by the Bank of all or a part of shares belonging to them as prescribed
by the Bank Statute and the law of the Russian Federation;
7) to appeal against a decision of the Bank’s bodies resulted in civil-law consequences as
prescribed by law of the Russian Federation;
8) acting on behalf of the Bank to demand the recovery of the losses caused to the Bank;
9) acting on behalf of the Bank to impeach transactions settled by the Bank on the grounds
prescribed by Civil Code of the Russian Federation or Federal Law “On Joint-Stock Companies” and to
demand a rescission, and also unwinding of the Bank’s void transactions.
6.5. If another is not prescribed by the Federal Law, the ordinary voting shareholders are entitled to
demand redemption by the Bank of all or a part of shares belonging to them in the following cases:
1) the Bank re-organisation or a large transaction the decision of which is to be approved by the
General Meeting of Shareholders if they voted against the decision thereof or failed to participate in the
voting on such issues;
2) introduction of amendments and supplements to the Bank Statute (taking decision by the
General Meeting of Shareholders which is the basis for amending or supplementing the Bank Statute) or
approval of a new edition of the Bank Statute restricting their rights if they voted against the respective
decision or failed to participate in the voting;
3) taking a decision by the General Meeting of Shareholders on request for delisting of the Bank
shares and (or) the Bank securities convertible into its shares if they voted against the respective decision
or failed to participate in the voting;
4) taking a decision by the General Meeting of Shareholders to introduce amendments to the
Bank Statute eliminating the notation that the Bank is a public company if they voted against the
respective decision or failed to participate in the voting.
The redemption of the shares owned by the shareholders shall be held in accordance with the
procedure stipulated by the Federal Law “On Joint-Stock Companies”. Whereupon, the shareholder
whose rights to the Bank shares are kept in the records by the depositary (nominal holder), exercises the
right to demand redemption of shares owned by this holder by the Bank by giving appropriate instructions
(orders) to a person who exercises his rights for the Bank shares. In this case, such an instruction (order)
is given in accordance with the Russian legislation regarding the rules of the securities and shall contain
information on the quantity of shares of each category (type), which redemption is required by the
shareholder.
The announcement to shareholders on holding a General Meeting of the Bank Shareholders with
the agenda containing the issues voting on which can arouse the right to claim redemption of shares
according to the Federal Law “On Joint-Stock Companies” shall contain the information concerning the
right of shareholders to claim redemption of the shares belonging to them by the Bank, the price of the
shares and procedure of their redemption including address, addresses to which the shares redemption
claims can be sent by shareholders registered in the Bank shareholders’ register.
6.6. The Bank shareholders have a priority right to acquire additional shares and securities convertible
into shares placed through a public offering to the amount proportional to the quantity of shares of this
category (type) belonging to them. Whereupon, a person having a priority right to acquire these securities
11
whose rights to the Bank shares are kept in the records by the depositary (nominal holder), exercises such
a priority right by giving an appropriate instruction (order) to a person who exercises his rights for the
Bank shares. Such an instruction (order) is given in accordance with the requirements of the Russian
legislation regarding the rules of the securities and shall contain information on the quantity of the
securities to be acquired.
6.7. The Bank shareholders voting against or failing to vote on the matter of placement of additional
shares and securities convertible into shares through their private offering have a priority right to acquire
additional shares and securities convertible into shares placed through private offering to the amount
proportional to the quantity of shares of this category (type) belonging to them. This right does not apply
to placement of shares and securities convertible into shares through private offering among shareholders
only if the shareholders can acquire a whole number of placed shares and securities convertible into
shares proportionally to the quantity of shares of the relative category (type) belonging to them.
6.8. A priority right to acquire additional shares and securities convertible into shares belongs to persons
who are shareholders of the Bank as of the date of defining (fixing) the persons entitled to attend the
general meeting of shareholders at which the decision to be the basis for the issuance of additional shares
and equity securities convertible into shares is taken.
To exercise a priority right to acquire these securities the Bank registrar compiles a list of persons
having such a priority right in accordance with the requirements established by the Russian Federation
legislation on securities for compiling a list of persons entitled to exercise rights to the securities..
6.9. The persons included in the list of shareholders having a priority right to acquire additional shares
and securities convertible into shares shall be notified by the Bank on the possibility to exercise their right
in order prescribed for notifications on holding a General Meeting of Shareholders.
6.10. A shareholder having a priority right to acquire additional shares and securities convertible into
shares can exercise such priority right fully or partially in order prescribed by the Federal Law “On JointStock Companies” within the validity period.
6.11. Shareholder(s) totally holding not less than 2% of voting shares are entitled to bring items to the
agenda of the Annual General Meeting of Shareholders and propose candidates to the Bank Council,
Bank Board, Revising Commission for election; the number of nominees shall not exceed the number of
members of the respective body, as well as a Nominee General Director of the Bank. Such proposals shall
reach the Bank in compliance with the requirements established by this Statute and the current legislation
no later than 30 days after the end of a reported year.
Whereupon, the Bank shareholder (s) whose rights to the Bank shares are kept in the records by the
depositary (nominal holder) has (have) the right to make proposals to the agenda of the General
Shareholders Meeting and proposals on nomination of candidates by giving appropriate instructions
(orders) to a person who keeps records of their rights to shares. Such instructions (orders) are given in
accordance with the rules of the legislation of the Russian Federation on securities.
6.12. If the proposed agenda of the extraordinary General Meeting of Shareholders includes an item:
- on election of the members of the Council and/or
- on establishing a single executive body of the Bank and (or) on the early termination of office of this
body in accordance with the requirements of the Federal Law “On Joint-Stock Companies”;
that shareholder(s) totally holding not less than 2% of the voting shares of the Bank can propose
candidates to the Bank Council, the number of which shall not exceed the number of members of such
body established by the Statute and/or a nominee General Director of the Bank.
The proposals specified in this article shall reach the Bank no later than 30 days before the date of the
extraordinary General Meeting of Shareholders.
Whereupon, the Bank shareholder (s) whose rights to the Bank shares are kept in the records by the
depositary (nominal holder) has (have) the right to make proposals concerning nomination of candidates
by giving appropriate instructions (orders) to a person who keeps records of their rights to shares. Such
instructions (orders) are given in accordance with the rules of the legislation of the Russian Federation on
securities.
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6.13. Shareholders totally holding more than 10% of voting shares as of the date of the request submitted
can demand to hold an extraordinary General Meeting of Shareholders.
Whereupon, the Bank shareholder (s) whose rights to the Bank shares are kept in the records by the
depositary (nominal holder) has (have) the right to demand an extraordinary General Shareholders Meeting
also by giving appropriate instructions (orders) to a person who keeps records of their rights to shares .
Such instructions (orders) are given in accordance with the rules of the legislation of the Russian
Federation on securities.
6.14. As it is prescribed by the applicable legislation of the Russian Federation, the Bank shareholders
have the right of access to the Bank documents as determined by the Federal Law “On Joint-Stock
Companies”.
6.15. The Bank shareholders are obliged:
- to participate in the Bank property formation in the appropriate size in accordance with the
terms, procedures and methods prescribed by the applicable legislation of the Russian Federation and the
Bank Statute;
- to pay for the shares in accordance with the terms, procedures and methods prescribed by the
applicable legislation of the Russian Federation, the Bank Statute and the acquisition agreement;
- to fulfil the requirements of the Bank Statute and its bodies;
- not to disclose confidential information connected with the Bank activities;
- to participate in making corporate decisions, without which the Bank cannot continue its
activities in accordance with the law if his participation is necessary for making such decisions;
- to notify the Bank of Russia in written form about acquisition and (or) trust management of
more than 1% of the Bank shares as a result of one or several deals made by one or several persons bound
by the agreement;
- to inform timely the registrar of the Bank shareholders on changes of their details, including
bank account details;
- not to commit acts aimed to the Bank damaging;
- not to commit acts( inactivity), that imply difficulties or frustrate purposes, for which the Bank
was established;
- to perform other obligations prescribed by the applicable legislation of the Russian Federation or the
Bank Statute.
7. BANK REGISTER OF SHAREHOLDERS
7.1. The Bank shall guarantee keeping and storing the Register of the Bank Shareholders as stipulated by
the applicable legislation of the Russian Federation.
7.2. The Bank instructing an authorised registrar to keep and store the Register of the Bank Shareholders
shall not be released from responsibility for its keeping and storing. In case the person registered in the
register does not provide information on changes in his or her details the Bank and the authorised registrar
bear no responsibility for any losses the shareholder may incur.
7.3. Upon the request of a shareholder or a nominee the registrar keeping the register of the Bank
Shareholders must confirm his/her shares rights through the extract from the register of the Bank
Shareholders, which is not a valuable security.
7.4. The shareholders share rights are confirmed by entries of the personal accounts held with the registrar
or, in case of depository accounting, by making entries to the securities accounts in the depository.
7.5. The shareholders share rights can be assigned to an acquirer as follows:
- in case of recording with the person carrying out depositary activities: from the moment of making a
credit entry in relation to securities account of the acquirer;
- in case of recording in the Register: from the moment of making a credit entry in relation to the acquirer
personal account;
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The rights attaching to a share of the Bank shall be transferred to the acquirer from the moment of transfer
of rights to such share. Transfer of rights attaching to a share of the Bank shall be accompanied by
notification of the registrar or the depository or the nominee shareholder.
7.6. Execution of share rights shall be performed by the Bank in relation to persons indicated in the share
register system.
If the details of a new shareholder were not reported to the registrar or a nominee shareholder by the
moment of register closing so that the Bank can perform its obligations which constitute the security
(voting, acquisition of income, etc.), performance of obligation in relation to the shareholder registered in
the register at the moment of its closing shall be deemed appropriate. The acquirer of the shares bears
responsibility of timely notification.
7.7. The persons registered in the Bank’s register of shareholders are obliged to comply with the
requirements established by the legal acts of the Russian Federation and guarantee that in case of transfer
of securities, the limitations stipulated by the Russian Federation laws, the Bank Statute, or legally
effective court decisions shall not be violated.
8. DISTRIBUTION OF THE BANK PROFIT, DIVIDEND PAYMENT
8.1. The Bank obtains full administrative independence in terms of distribution of profit after payment of
taxes and other duties (net profit).
8.2. The profit of the Bank is formed by incomes from all kinds of activities less operational expenses,
material and relevant costs and other costs prescribed by the current laws.
8.3. The Bank creates a reserve fund to the amount of 100% of the paid share capital of the Bank.
The reserve fund is made for coverage of Bank losses, repayment of debentures and redemption of the
Bank shares in case of absence of other funds. The reserve fund cannot be used for other purposes.
The reserve fund is formed on the basis of the General Meeting of Shareholders by means of annual
deductions to the amount of 5% of net profit until it reaches the amount specified in the Bank Statute.
8.4. To ensure financial stability, the Bank creates reserves (funds), which creation and utilization
procedure is established by the Bank of Russia.
8.5. Following the results of the first quarter, six months, nine months of a reported year and on the
results of the reported year, the Bank is entitled to take a decision to pay (declare) dividends on issued
shares. The Bank is obliged to pay declared dividends on shares of each category (type). Dividends are
paid in money terms, except for the cases stipulated by the Federal Law “On Joint-Stock Companies”.
Dividends are paid to the persons who held shares of the corresponding category (type), or persons who,
according to federal laws, exercised share rights at the end of a business day as of the date when the
persons entitled to dividends are identified in accordance with the decision on dividend distribution.
The Bank is obliged to pay dividends declared in relation to shares of every category (type) except as
otherwise provided by the Federal Law “On Joint-Stock Companies”.
Dividends are paid in monetary form.
The source of dividend payment shall be net profit of the Bank determined pursuant to accounting
(financial) reports of the Bank.
8.6. The Bank is not entitled to take decision to pay (declare) dividends on shares in cases specified by the
Federal Law “On Joint-Stock Companies”.
The Bank is not entitled to take decision to pay (declare) dividends (also dividends on the results of the
first quarter, six months, nine months of the reported year) for ordinary or preference shares, for which
the amount of dividends is not defined, if there is no decision regarding the full payment of dividends for
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all categories of preferred shares where the amount of dividends (also dividends on the results of the first
quarter, six months, nine months of the reported year) is established by the Bank Statute.
The Bank is not entitled to take decision to pay (declare) for preference shares of a specific type, where
the amount of dividends is established by the Bank Statute, if there is no decision regarding the full
payment of dividends for all categories of preferred shares granting advantages in order of priority for
receiving the dividends to specific type of preference shares.
8.7. Decision to pay (declare) dividends shall be made by the General Meeting of Shareholders. Such
decision shall determine the following:
- the amount of dividend on shares of each category (type);
- form of dividend payment;
- the date which defines the persons who have the right to collect dividends.
The decision of the General Meeting of Shareholders which determines the date which defines the
persons who have the right to collect dividends shall be made only at the suggestion of the Bank Council.
The amount of dividend cannot exceed the amount recommended by the Bank Council.
8.8. The date which, according to the decision of the General Meeting of Shareholders on dividend
payment (declaration), defines the persons who have the right to collect dividends shall be determined not
sooner than in 10 days from the day of making the decision on dividend payment (declaration) but not
later than 20 days from the date of such decision.
8.9. The Bank shall pay dividends within the following time limits beginning with the date which defines
the persons who have the right to collect dividends:
- within 10 days from the specified date in case of dividend payment to a nominee shareholder and a trust
manager — a professional participant of the securities market — who are registered in the register of
shareholders;
- within 25 business days from the specified date in case of dividend payment to other persons registered
in the register of shareholders.
8.10. Dividend payment in monetary form to individual persons whose share rights are registered in the
register of the Bank shareholders shall be performed by transferring money to their accounts, details of
which are at disposal of the Bank registrar, or if there is no account details, it shall be performed by the
postal money transfer; and to other persons whose share rights are recorded in the register of the Bank
shareholders, dividend payment shall be performed by transferring funds to their bank accounts.
The obligation of the Bank to pay dividends to such entities shall be deemed fulfilled from the date of
acceptance of the funds to be transferred by the federal postal organization, or from the date of money
receipt to the credit institution in which the person entitled to such dividends has an account; in the event
that this entity is a credit organisation – to its account.
8.11. The persons who are entitled to dividends and whose share rights are registered with the nominee
shareholder, shall receive dividends in monetary form in accordance with the procedure stipulated by the
legislation of the Russian Federation regarding securities.
8.12. A person who has not received declared dividends due to the fact that the Bank or the registrar has
no exact or necessary address or banking details, or due to other creditor's delay, is entitled to request to
collect such dividends (unclaimed dividend) within three years from the date of decision of dividend
payment.
The time period for a request to collect unclaimed dividend after its termination shall not be renewed,
except for the cases when the person entitled to dividends had not requested their collection under the
influence of violence or under a threat. After termination of such time period, the declared and unclaimed
dividends shall be restored to undistributed profits of the Bank and the obligation of their payment shall
be terminated.
8.13. Dividends are not accrued on the shares which are recognised in the Bank balance sheet, have not
been issued, whose holders are not identified.
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9. OBSERVING INTERESTS OF THE CUSTOMERS AND CREDITORS.
9.1. Safety of monetary funds and other valuables of the Bank depositors, customers and correspondents
is guaranteed by participation of the Bank in the state obligatory private deposits insurance system, by all
assets of the Bank, its monetary funds and reserves created pursuant to the current law and this Statute, as
well as by measures taken by the Bank to ensure the Bank financial stability and liquidity according to the
procedure determined by the Bank of Russia.
9.2. The Bank carries out all obligations and liabilities undertaken by its balance structure regulation
pursuant to the obligatory standards stipulated by the Bank of Russia and the law on credit institutions.
9.3. The Bank deposits a certain part of the attracted funds serving as obligatory reserves with the Bank of
Russia, to the amount and pursuant to the procedure prescribed by the Bank. Besides, the Bank creates
insurance funds and reserves in accordance with the regulations and standards of the Bank of Russia.
9.4. To ensure financial reliability of the Bank, the Bank classifies its assets marking out dubious and bad
debts and creates reserves for coverage of losses pursuant to the regulations of the Bank of Russia.
9.5. The Bank guarantees confidentiality of information concerning transactions, accounts and deposits of
the Bank customers and correspondents. The Bank personnel is obliged to keep information on
transactions, accounts and deposits of the customers and correspondents, as well as any other information
relating to the Bank commercial secrecy strictly confidential.
9.6. Information regarding transactions and accounts of corporate customers and entrepreneurs, as well as
regarding transactions and accounts of natural persons is disclosed by the Bank in accordance with the
procedure established by the legislation of the Russian Federation.
9.7. Information on accounts and deposits in case of death of an account/deposit holder are given by the
Bank to the persons indicated in the testamentary disposition drawn up by the account/deposit holder for
the Bank, to notary offices having at their disposal hereditary papers regarding deposits owned by the
deceased Bank customer; the information on accounts of foreigners is provided to the corresponding
foreign consulates.
9.8. In cases, in volume, and in order stipulated by the Federal Law “On Combating Money Laundering
and Terrorist Financing”, the Bank shall provide information regarding accounts and deposits of
corporate customers, entrepreneurs and natural persons to the authorised federal body in charge of antimoney laundering measures.
9.9. The Bank audit organisations are not entitled to disclose information on transactions, accounts and
deposits of the Bank, its customers and correspondents received during audits to third parties, save for
cases stipulated by federal laws.
9.10. Information regarding transactions of corporate customers, entrepreneurs and natural persons can be
disclosed to credit institutions for the purposes of creating credit histories in the credit histories bureau.
The procedures and conditions for that are prescribed in the agreement made with the credit history
bureau in accordance with the Federal Law “On Credit Histories”.
9.11. The objects and documents containing bank or state secrets or information regarding private
deposits and accounts in the Bank can be taken out on the basis of a court decision made in accordance
with the criminal procedure laws of the Russian Federation.
9.12. The scope and volume of information relating to the Bank commercial secrecy is determined by the
Bank Board in accordance with the current legislation.
The Bank protects its commercial secrecy.
Information developed, acquired and compiled in the process of Bank activities, as well as other data at
the disposal of the Bank relating to the Bank commercial secrecy cannot be sold, transferred, copied,
16
exchanged or distributed in any other way without a consent of the Bank Board or authorised
representatives of the Board.
The regulations of using and handling information relating to the Bank commercial secrecy, including
liability in case of regulations violation, are defined by the Bank Board.
9.13. Monetary funds and other valuables of the Bank corporate and private customers placed on
accounts, to deposits or for the safe custody with the Bank, as well as electronic account balance can be
seized by the court and arbitration court, as well as by the judgement of preliminary investigation bodies
provided the presence of judicial decision.
If monetary funds placed on accounts and to deposits, or electronic account balance are seized, following
receipt of the judicial decision, the Bank shall immediately stop any debit operations on this account
(deposit), as well as electronic money transfer within the limit of electronic account balance, seized funds.
A claim to monetary funds and other valuables of the Bank corporate and private customers placed on the
accounts, to deposits or to the safe custody with the Bank, as well as electronic account balance can be
enforced on the basis of court orders only, pursuant to the legislation of the Russian Federation.
The Bank is not liable for any losses incurred as a result of seizure or a claim to monetary funds and other
valuables of its customers save for the cases stipulated by law.
Confiscation of monetary funds and other valuables may be performed on the basis of a legally effective
court verdict.
9.14. Relationships between the Bank and its customers (including depositors) and correspondents are
created on a contractual basis.
The Bank shareholders have no advantages while taking a decision on granting a credit or providing other
banking services to them unless otherwise stipulated by federal laws.
10. BANK MANAGEMENT STRUCTURE
10.1. The Management bodies of the Bank are:
- the General Meeting of Shareholders;
- the Bank Council;
- the single executive body — General Director — and the joint executive body — the Bank Board.
10.2. The Bank Council, General Director are elected by the General Meeting of Shareholders of the
Bank, while the Bank Board is elected by the Bank Council. The management bodies of the Bank manage
Bank activities in the limit of their authorities given to them by the General Meeting of Shareholders and
by the Bank Statute.
10.3. The management bodies of the Bank act in accordance with the current legislation of the Russian
Federation, Regulations approved by the General Meeting of Shareholders, and the Corporate
Management Code approved by the Bank Council.
10.4. During the absence of the single executive body, the rights and obligations of General Director shall
be executed by an Interim Director General appointed by an order of the single executive body.
11. GENERAL MEETING OF SHAREHOLDERS OF THE BANK
11.1. The supreme body of the Bank is the General Meeting of Shareholders. The Annual General
Meeting of Shareholders shall be conducted not earlier than 2 months and not later than 6 months after
the end of a reported year. The General Meetings of Shareholders conducted besides the Annual General
Meeting of Shareholders are extraordinary.
11.2. The General Meeting Shareholders is competent to:
11.2.1. amend and supplement the Bank Statute; approve a new revision of the Statute;
11.2.2. reorganise the Bank;
11.2.3. liquidate the Bank, appoint a liquidation commission, approve an interim and final liquidation
balances;
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11.2.4. define the number of the Bank Council Members, elect Members and terminate their authorities
prior to the appointed time;
11.2.5. define the number, nominal value, category (type) of the declared shares and the rights attaching
to them;
11.2.6. increase share capital of the Bank by increasing shares nominal value or by additional shares issue
in cases stipulated by the legislation of the Russian Federation and the Bank Statute;
11.2.7. decrease share capital of the Bank by decreasing shares nominal value or by acquiring a part
shares in order to reduce their total number, as well as by redemption of shares acquired or bought by the
Bank;
11.2.8. elect the single executive body of the Bank (General Director), terminate its authorities prior to
the appointed time;
11.2.9. elect the Bank Revision Commission Members and terminate their authorities prior to the
appointed time;
11.2.10. approve the Bank Audit organisation;
11.2.11. pay (declare) dividends following the results of the first quarter, six months, nine months, a
reported year;
11.2.12. approve annual statements, annual book-keeping (financial) reports of the Bank, as well as
distribute profits (including dividends payment (declaration) excluding the dividends payment
(declaration) following the results of the first quarter, six months, nine months, a reported year) and losses
of the Bank following the results of the reported year;
11.2.13. approve the procedure of the General Meeting of Shareholders;
11.2.14. split and consolidate Bank shares;
11.2.15. approve interested party transaction in accordance with the Federal Law “On Joint-Stock
Companies”; define the maximum amount for such transactions for the period until the next Annual
General Meeting of Shareholders, including transaction in relation to granting credits to interested parties
by the Bank, as well as transactions regarding sale and purchase of Bank property and securities with the
Bank and interested parties involved;
11.2.16. approve major transactions in cases stipulated by the Federal Law “On Joint-Stock Companies”.
11.2.17. acquire issued shares by the Bank in cases stipulated by federal laws;
11.2.18. place securities convertible into ordinary shares through public offering; these securities can be
converted to ordinary shares amounting to more than 25% of the ordinary shares placed earlier.
11.2.19. participate in financial and industrial groups, associations and other commercial corporations;
11.2.20. approve internal documents regulating activities of the Bank bodies (General Meeting of
Shareholders, Bank Board, General Director of the Bank, Revision Commission of the Bank);
11.2.21. request delisting of shares of the Bank and (or) securities of the Bank convertible into shares;
11.2.22. take decisions on other issues stipulated by the Federal Law “On Joint-Stock Companies”.
11.3. Issues relating to the competence of the General Meeting of Shareholders cannot be transferred to
the Bank executive body for decision making unless otherwise is not stipulated by the Federal Law “On
Join-Stock Companies".
Issues relating to the competence of the General Meeting of Shareholders cannot be transferred to the
Bank Council for decision making save for the cases stipulated by the Federal Law “On Join-Stock
Companies".
The General Meeting of Shareholders is not entitled to consider and make decision on the issues that are
not related to its competence by the Federal Law “On Join-Stock Companies”.
11.4. The following persons are entitled to vote on the General Meeting of Shareholders (except for cases
stipulated by federal laws):
- shareholders who own ordinary shares of the Bank;
- shareholders who own preferred shares of the Bank in cases stipulated by the Federal Law “On JointStock Companies”.
A voting share of the Bank is an ordinary or preferred share which entitles its holder to vote during
decision making.
For each issue put to a vote a separate (independent) decision may be taken only.
18
11.5. A decision by the General Meeting of Shareholders on an issue put to vote is taken by majority of
votes of shareholders owning voting shares and participating in the Meeting unless otherwise stipulated
by the Federal Law “On Joint-Stock Companies”.
Counting of votes in relation to an issue put to vote shall be performed by all voting shares jointly unless
otherwise stipulated by the Federal Law on Joint-Stock Companies provided the shareholders owning the
Bank ordinary and preferred shares have the voting right for decision on this issue.
11.6. Decisions on issues stipulated in items 11.2.2, 11.2.6, 11.2.14—11.2.20 of this Statute are taken by
the General Meeting of Shareholders by the Bank Council proposal only.
11.7. Decisions on issues stipulated in items 11.2.1—11.2.3, 11.2.5, 11.2.7 (regarding decreasing share
capital by decreasing share nominal value), 11.2.17, 11.2.18, 11.2.21 of the present Statute, as well as in
other cases stipulated by the Federal Law “On Joint-Stock Companies” are taken by the General Meeting
of Shareholders by three quarters votes majority of the shareholders owning voting shares and
participating in the General Meeting of Shareholders.
11.8. A decision on an issue of request for delisting of shares of the Bank and (or) securities of the Bank
convertible into shares, comes into force given that the total amount of shares regarding which
redemption request is claimed does not exceed the amount of shares which can be redeemed by the Bank
taking into account limitations established by the Federal Law “On Joint-Stock Companies”.
11.9. A decision on an issue of dividend payment (declaration) on preferred shares of a certain type shall
be taken by the majority of votes of shareholders owning voting shares and participating in the meeting.
In addition, votes of shareholders owning preferred shares of this type for the options expressed with the
words “against” or “abstain” shall not be taken into account when counting voices, as well as when
determining a quorum for making decision regarding the mentioned issue.
11.10. The procedure for convening and holding a General Meeting of Shareholders, as well as taking
decisions by the General Meeting of Shareholders shall be stipulated by the Regulations on the General
Meeting of Shareholders approved by the General Meeting of Shareholders.
11.11. The General Meeting of Shareholders is not entitled to take decisions on issues not included in the
meeting agenda as well as to amend the agenda.
11.12. The list of persons entitled to participate in the General Meeting of Shareholders is compiled
according to the rules of the legislation of the Russian Federation on securities concerning the compiling
of the list of persons exercising their rights on securities.
The date of defining (fixing) persons entitled to participate in the General Meeting of Shareholders shall
be set no earlier than 10 days after the date of decision to conduct the General Meeting of Shareholders,
and no later than 25 days prior the date of the General Meeting of Shareholders and in cases stipulated by
item 2 of Article 53 of the Federal Law “On Joint-Stock Companies” - no later than 55 days prior the date
of the General Meeting of Shareholders.
In the case of the General Meeting of Shareholders the agenda of which contains the issue of
reorganization of the Bank the date of defining (fixing) persons entitled to participate in such a meeting
cannot be set later than 35 days before the date of the General Meeting of Shareholders.
11.13. The list of persons entitled to participate in the General Meeting of Shareholders, except for the
information on the statement of intent of such persons, is provided by the Bank for review at the request
of the persons included in this list and holding at least one percent of the votes. Whereas, information
enabling to identify the individuals included in this list, except for the name, surname, patronymic, is
provided with their consent only.
11.14. Announcement of the General Meeting of Shareholders shall be published at the Bank web-site:
www.chelindbank.ru, Челиндбанк.рф as follows:
1) no later than 20 days before the date of the meeting in accordance with the general procedure;
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2) no later than 30 days before the date of the meeting whose agenda includes an issue on the
Bank reorganization;
3) no later than 50 days before the date of an extraordinary meeting of shareholders whose agenda
includes the following items:
- election of members of the Bank Council and (or);
- establishing a single executive body of the Bank and (or) on the early termination of office of
this body;
4) no later than 50 days before the date of a general meeting of shareholders whose agenda
includes the following items:
- an issue on Bank reorganization by merger, split-off or demerger and an issue on election of the
company Council (Supervisory Board) created as a result of such reorganization by merger, split-off or
demerger.
The Bank is entitled to additionally inform its shareholders of the General Meeting of Shareholders
calling via other mass media (radio, television).
The Bank shall keep information about sending the notices of general meetings of shareholders for five
years after the date of the General Meeting of Shareholders.
11.15. In case the person registered in the register of shareholders of the Bank is a nominee shareholder,
an announcement on the General Meeting of Shareholders, as well as information (materials) to be
provided to persons entitled to participate in the General Meeting of Shareholders in preparation for the
General Meeting of Shareholders shall be provided in accordance with the rules of the legislation of the
Russian Federation on securities for providing information (materials) to persons exercising their rights
on securities.
11.16. The announcement on the General Meeting of Shareholders of the Bank shall contain:
- full commercial name and location of the Bank;
- form of the General Meeting of Shareholders (a meeting or absent voting);
- date, place, and time of the General Meeting of Shareholders;
- postal address for filled voting ballots and the end date of their acceptance;
- date of defining (fixing) persons entitled to participate in the General Meeting of Shareholders;
- agenda of the General Meeting of Shareholders;
- procedure of familiarization with the information (materials) to be provided in preparation for the
General Meeting of Shareholders and address(es) at which one can examine such information;
- categories (types) of shares whose owners have the right to vote on all or some of the issues on the
agenda of the general meeting of shareholders;
- other information stipulated by the legislation of the Russian Federation.
11.17. Proposals to the agenda of the General Meeting of Shareholders and proposals on nominations
shall be submitted in writing. Such proposals can be delivered to the Bank by post, courier service or
handed against signature of receipt and shall contain:
1) the name of the shareholder(s) making the proposal;
2) information about the number and a category (type) of shares owned by the shareholders making the
proposal (in case of proposal made by a shareholder whose share rights are recorded in relation to a
securities account in a depository recording rights to such shares, such proposal shall be accompanied by
a statement of securities account of the shareholder in the corresponding depository);
3) the signature of the shareholder(s) (if such proposals are signed by a shareholder representative, it shall
be accompanied by a power of attorney (a copy of a power of attorney certified in accordance with the
established procedure));
4) in case of proposals on the agenda: wording of each proposal to the agenda (it also may contain
wording of decision of each proposed issue);
5) in case of nomination:
- the name of each nominee;
- details of an identification document (series and/or number of the document, date and place of issue,
name of the issuing authority);
- the name of the body he or she is proposed to;
- his or her current position and positions occupied during 5 previous years;
- information on education;
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- information on consent of the nominee to nomination (enclosing the nominee’s consent in writing)
- a note written by the nominee confirming the absence of reasons stipulated by the Federal Law “On
Banks and Banking Activities” which would make his or her qualification, business reputation
inappropriate, as well as confirming observation of restrictions to holding posts in governing bodies
(supervisory body) of the Bank established by federal laws (enclosing supporting documents, whose list
is established by the legal acts of the Bank of Russia for assessment of conformance to the qualifying
requirements and requirements to business reputation of candidates to governing bodies, inspection
commission of the Bank (candidate application form, certificate of (no) criminal record, statement of a
disqualified candidate from the register of disqualified persons or certificate of unavailability of
information on the requested person, etc.)).
11.18. In the case of re-election for a new term of persons holding office of the Bank Council, in respect
of whom the originals of certificates of no criminal record, statements of the absence in the register of
disqualified persons information about the requested person were previously submitted to the Bank, and
the facts of non-compliance to applicable requirements on business reputation of such persons have not
been revealed, these documents cannot be submitted to the Bank. Therewith, a written confirmation of a
candidate for the Council of the absence of grounds for the recognition of his business reputation
inconsistent with the applicable statutory requirements as well as evidence of compliance with the
restrictions established by federal laws are attached.
11.19. The Bank Council considers submitted proposals and decides to include them to the agenda of the
General Meeting of Shareholders or to reject them no later than 5 days after the submission date
stipulated by the Federal Law “On Joint-Stock Companies”. An issue proposed by shareholder(s) shall be
included to the agenda of the General Meeting of Shareholders, as well as the nominees proposed shall be
included in the voting list of nominees for the related Bank body election, save for cases stipulated by the
Federal Law “On Joint-Stock Companies”.
11.20. The Bank Council motivated decision to reject to include a proposed issue to the agenda of the
General Meeting of Shareholders or to include a proposed nominee in the voting list for the related Bank
body election shall be sent to the shareholder(s) who submitted such proposals no later than three days
from the decision making date.
If these proposals are received by the Bank from individuals whose rights to the Bank shares are recorded
by the depositary (nominal holder), and who gave an instruction to a person recording their rights to
shares, the decision taken by the Council is sent to such persons no later than three days from the date of
its adoption in accordance with the rules of the Russian legislation on securities for submission of the
information and materials to persons exercising the securities rights.
11.21. The Bank Council is not entitled to amend the wording of proposals to the agenda of the General
Meeting of Shareholders and the wording of the related decisions.
Beside the issues proposed to the agenda of the General Meeting of Shareholders by shareholders or in
case of absence of such proposals, as well as the absence or insufficient number of nominees proposed by
shareholders for the related body formation, the Bank Council is entitled to include issues to the agenda
of the General Meeting of Shareholders or to include nominees to the list in its sole discretion.
11.22. The obligations of the Bank Council in terms of preparations to the General Meeting of
Shareholders are specified in the Regulations for the General Meeting of Shareholders and Regulations
for the Bank Council.
11.23. Issues relating to the Bank Council and the Revision Commission election, the Bank Audit
organisation approval, as well as issues stipulated by item 11.2.12 of the Bank Statute shall be necessarily
included to the agenda of the Annual General Meeting of Shareholders.
11.24. An extraordinary General Meeting of Shareholders shall be conducted pursuant to the decision of
the Bank Council and by its initiative, a request of the Revision Commission, the Bank Audit
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organisation, as well as a request of shareholder(s) owning over 10 percent of the Bank voting shares as
of the request submission date.
In all above mentioned cases, an extraordinary General Meeting of Shareholders shall be called by the
Bank Council.
11.25. An extraordinary General Meeting of Shareholders shall be conducted in terms stipulated by the
Federal Law “On Joint-Stock Companies” as follows:
- within 40 days from the date of a request to conduct an extraordinary General Meeting of Shareholders
submitted by the Revision Commission, the Bank Audit organisation, or by shareholder(s) owning over
10 percent of the Bank voting shares;
- within 75 days from the date of a request to conduct an extraordinary General Meeting of Shareholders
whose proposed agenda contains an issue on election of the members of the Bank Council. Whereupon,
the Bank Council shall set the date up to which proposals of shareholders to nominate candidates for
election to the Council are accepted;
- within 40 days from the date of the decision of the Bank Council to call an extraordinary General
Meeting of Shareholders in accordance with Articles 68—70 of the Federal Law “On Joint-Stock
Companies”;
-within 70 days from the date of the Bank Council’ decision to call an extraordinary General Meeting of
Shareholders to elect the members of the Bank Council.
11.26. A request for an extraordinary General Meeting of Shareholders shall contain proposals to the
agenda of the General Meeting of Shareholders and may also contain wording of the related decisions. If
a request for an extraordinary General Meeting of Shareholders contains a proposal regarding nomination,
this proposal is subject to the requirements of item 11.18 of the Bank Statute.
The Bank Council is not entitled to amend the wording of the above mentioned proposals to the agenda of
the General Meeting of Shareholders and the wording of the related decisions.
11.27. If a request to call an extraordinary General Meeting of Shareholders is originated by
shareholder(s), it shall contain the name(s) of the shareholder(s) and the number and category (type) of
owned shares.
The request to call an extraordinary General Meeting of Shareholders shall be signed by the person(s)
requesting to call an extraordinary General Meeting of Shareholders.
11.28. The Bank Council takes a decision to call such Meeting or to reject it within 5 days from the date
of request submission by the Revision Commission, the Bank Audit organisation, or by shareholder(s)
owning over 10 percent of the Bank voting shares. The decision to reject to call an extraordinary General
Meeting of Shareholders is taken in cases stipulated by the Federal Law “On Joint-Stock Companies”.
11.29. The Bank Council’s decision to call an extraordinary General Meeting of Shareholders or the
motivated decision to reject it shall be sent to the persons requesting the Meeting within 3 days from the
moment the decision is taken. If the request to hold an extraordinary General Shareholders' Meeting is
received by the Bank from individuals who are not registered in the register of shareholders and have
given an order (instruction) to the person recording the rights to shares, the decision taken by the Council
is sent to such persons no later than three days from the date of its adoption in accordance with the
regulations of the Russian legislation on securities to provide information and materials to persons
exercising rights on the securities.
11.30. In case the decision to call an extraordinary General Meeting of Shareholders has not been taken
by the Bank Council within the time period stipulated by item 11.28 of the Statute or it has been decided
to reject the Meeting, the persons requesting the Meeting can take legal action and request to enforce the
Bank to call an extraordinary General Meeting of Shareholders.
11.31. Delivery of voting ballots to persons specified in the list of persons entitled to vote at the General
Meeting of Shareholders shall be carried out by post or by sending a voting ballot by e-mail to the email
address of the person listed in the register of the Bank shareholders.
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11.32. The registrar keeping the register of the Bank Shareholders performs the function of the Counting
Commission of the Bank in accordance with the contract between the Bank and the registrar.
11.33. Decisions taken by the General Meeting of Shareholders and voting results shall be announced at
the General Meeting of Shareholders at which the vote was held and shall be published at the Bank’s
web-site: www.chelindbank.ru, Челиндбанк.рф as well as at the page and in the news feed of the
information and communications web network Internet of the authorized news agency in accordance with
the legislation of the Russian Federation.
In case on the date of defining (fixing) the persons entitled to attend the General Meeting of Shareholders
registered in the register of the Bank shareholders the person is a nominal shareholder the information
contained in the report on the voting results is provided to the nominal shareholder in accordance with the
law regulations of the Russian Federation legislation on securities to provide information and materials to
persons exercising rights on securities.
12. BANK COUNCIL
12.1. The Bank Council generally manages the Bank activities save for issues related by the Bank Statute
and the Federal Law to the competence of the General Meeting of Shareholders.
12.2. The Bank Council acts in accordance with the Regulations for the Bank Council approved by the
General Meeting of Shareholders. These Regulations establish the procedure for promoting candidates to
the Council, requirements to candidates, election procedure, powers of the Council, rights and obligations
of its members, procedure for organisation of the meetings, and other issues regulating the activities of
the Council.
12.3. The Bank Council shall be elected by the Annual General Meeting of Shareholders to the amount of
11 persons for the period until the next Annual General Meeting of Shareholders.
In case the Annual General Meeting of Shareholders has not been conducted within the term defined by
the Bank Statute, the Bank Council members authorities shall be terminated, save for the authorities to
prepare, to call and to conduct the Annual General Meeting of Shareholders.
Persons elected to the Bank Council can be re-elected an unlimited number of times. Authorities of all
Bank Council members can be terminated prior to the appointed time pursuant to the decision of the
General Meeting of Shareholders.
Bank Council nominees shall meet all qualifying requirements stipulated by federal laws and related legal
acts of the Bank of Russia, as well as requirements established by the Regulations for the Bank Council
and the Corporate Management Code of the Bank.
The Bank shall notify the Bank of Russia on election (release) of the Bank Council members within 3
days from the date the decision is taken.
12.4. Only natural persons can become Bank Council members. A Bank Council member may not be the
Bank shareholder. The Board members cannot comprise more than ј of the total number of members of
the Council. General Director cannot be the Chairman of the Council. At least two members of the
Council must be independent directors.
12.5. The Bank Council members are elected by cumulative voting.
12.6. The Chairman of the Bank Council and his or her Deputy shall be elected from the Bank Council
members by majority of votes of the Bank Council members.
The Bank Council is entitled to re-elect its Chairman or his or her Deputy at any time.
The Chairman of the Bank Council shall organise the Council’s activities, call Bank Council meetings
and act as the Chairman at such meetings, organise Meeting Minutes keeping, act as the Chairman at the
General Meeting of Shareholders.
In case of the Bank Council Chairman absence, the Deputy Chairman shall perform his or her functions.
In case of the Deputy Chairman absence, the functions of the Chairman shall be performed by one of the
bank Council members. Such decision shall be taken by majority of voices of the Bank Council members
present at the meeting.
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12.7. The Bank Council members are rewarded/compensated during their duties performance; the reward
amount is defined by the General Meeting of Shareholders.
12.8. If a member of the Bank Council withdraws from the Council, the powers of other members of the
Bank Council shall not be terminated save for the cases stipulated by item 12.13 of this Statute.
12.9. A member of the Bank Council is deemed withdrawn from the Council in the following cases:
a) if a judgement of conviction is passed on this member regarding an intended crime;
b) if a court decision of disqualification is passed on this member;
c) in case of death of a member of the Bank Council (declaration to be deceased, declaration to be
missing), as well as in cases when his or her health prevents the member from performing functions of a
Bank Council member;
d) in case of voluntary abdication of a member of the Bank Council;
e) in case of revelation of a fact of non-conformity with the requirements to business reputation
established by the legislation of the Russian Federation, this Statute, Regulation for the Bank Council;
g) in case of acquisition of a status (holding a post) incompatible with performance of functions of a Bank
Council member (e.g. participation in governing bodies of other banks, group civil law relations with
other banks, etc.);
f) in other cases stipulated by the current legislation of the Russian Federation.
Bank Council members shall be deemed withdrawn as of the next day after the Chairman of the bank
Council receives a notice of a Council member on voluntary abdication or from the date of death
(declaration to be deceased, declaration to be missing) of a Council member proven by the corresponding
documents, or from the date when the Bank receives documents which prove impossibility of
performance of the powers by a Council member.
12.10. The Bank Council is competent to:
12.10.1. define the priority trends for the Bank activities; approve development strategy for the Bank;
control the main objectives of the development strategy;
12.10.2. approve budget of the Bank for a year;
12.10.3. call the annual and extraordinary General Meetings of Shareholders, save for the cases stipulated
by item 11.30 of this Statute;
12.10.4. approve the agenda of the General Meeting of Shareholders;
12.10.5. define a date for making a list of persons entitled to participate in the General Meeting of
Shareholders and other issues related to the Bank Council competence pursuant the Federal Law “On
Joint-Stock Companies”, the Bank Statute, Regulations for the General Meeting of Shareholders, and
Regulations for the Bank Council and issues concerning the General Meeting of Shareholders preparing
and conducting;
12.10.6. preliminarily approve the Bank Annual Report not later than 30 days prior to the date of the
Annual General Meeting of Shareholders;
12.10.7. increase share capital of the Bank by additional shares issue within the limits of the declared
shares number and categories (types) (save for cases stipulated by items 5.4, 5.5 of this Statute); approve
decisions on securities issue; approve the prospect of securities; approve the procedure for preferred right
to acquire additional shares; summarize the results of implementation of preferred rights to acquire
additional shares; define the number of shares to be purchased by each participant through private
offering; approve the report on securities issue results;
12.10.8. issue additional shares, to which preferred shares of a certain type convertible into ordinary or
preferred shares of other types issued by the Bank are converted into, if such issue does not require
increase of share capital of the Bank, as well as issue bonds or other issuing securities except shares;
Decision of the Council to place bonds and other issuing securities convertible into shares shall be taken
by the Council unanimously, the excluded members votes not being taken into account;
12.10.9. define the property cost (monetary value), as well as the cost (or pricing procedure) of issue or
redemption of Bank securities in cases stipulated by the Federal Law “On Joint-Stock Companies”.
12.10.10. acquire shares, bonds and other securities issued by the Bank in cases stipulated by the Federal
Law “On Joint-Stock Companies” or other federal laws of the Russian Federation;
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12.10.11. recommend reward or compensation amount paid to the Revision Commission members, define
the amount paid for the Audit organisation services;
12.10.12. recommend share dividend payment procedure and amount to the General Meeting of
Shareholders;
12.10.13. take decisions regarding use of reserve fund and other funds of the Bank;
12.10.14. create and maintain effective internal control system;
regularly examine in a panel session the effectiveness of internal control and discussing issues on
effective internal control system organisation and efficiency measures with the Bank executive bodies;
examine the documents concerning internal control system organisation prepared by the Bank
executive bodies, Internal Audit Service, other Bank business units, the audit organisation performing
(performed) an audit;
take measures by the Bank executive bodies implementing prompt performance of the
recommendations and comments of Internal Audit Service, audit organisations and supervision bodies;
perform a timely inspection for compliance of the internal control with the nature and scale of
operations made and to the risk profile;
12.10.15. establish, open and close the Bank affiliated divisions (branches and representative offices);
approve and amend the Regulations on the affiliated divisions (branches and representative offices);
12.10.16. approve major transactions in cases stipulated by Chapter X of the Federal Law “On JointStock Companies”; approve deals stipulated by Chapter XI of the Federal Law “On Joint-Stock
Companies”;
12.10.17. transfer the powers to sign employment contracts with the members of the Board on behalf of
the Bank to the General Director of the Bank;
12.10.18. approve the Bank registrar and terms of the contract concluded with this body, decide to
terminate the above contract (including the contract on the Counting Commission functions
performance);
12.10.19. develop and approve the Corporate Management Code; approve the Regulations for the Bank
Information Policy, the Regulations for the Bank Dividend Policy and the Bank Lending Policy;
12.10.20. to form a joint executive body — the Bank Board, approve the number of Board members, elect
members of the Board, save for the Chairman of the Board;
12.10.21. approve risk and assets management strategy, including in terms relating to capital adequacy
and liquidity regarding risks cover in connection with the Bank generally and with certain directions of its
activities;
12.10.22. approve procedure for management of the most important risks and execution control;
12.10.23. approve procedure of implementation of risk management methods and quantitative risk
assessment models (in case stipulated by article 72.1 of the Federal Law “On the Central Bank of the
Russian Federation (the Bank of Russia)”), including assessment of assets and liabilities, off-balance
requirements and liabilities of the credit institution, as well as scenarios and results of stress testing;
12.10.24. approve procedure for preventing a conflict of interests, a plan of reconstruction financial
stability recovery in case of critical deterioration of financial condition of the Bank, action plan for
ensuring continuous work and (or) business recovery in case of abnormal situations and emergencies;
12.10.25. approve Bank policies in relation to labour compensation and its execution control;
12.10.26. approve Bank personnel policies (procedure for determination of salaries of Bank management,
procedure for determination of amount, form and calculation of compensations and awards to Bank
management, head of risk management service, head of inner audit service, head of inner control service
and other managers (employees) who make decisions on the Bank transactions and other deals whose
results may influence regulatory compliance or emergence of other situations threatening to depositors’
and creditors’ interests, including foundations for accomplishment of measures regarding prevention of
financial insolvency (bankruptcy) of the Bank, as well as qualifying requirements to the mentioned
persons and the salary budget of the Bank);
12.10.27. assess compliance of the General Director of the Bank, the Bank Board with strategies and
procedures approved by the Bank Council on the basis of inner audit service reports;
12.10.28. make decisions on obligations of the Bank Council members, including formation of
incorporated committees, as well as assess the Council’s own work and present work results to the
General Meeting of Shareholders of the Bank;
12.10.29. make decisions on participation and withdrawal from participation of the Bank in other
organizations (save for the cases stipulated by the Federal Law “On Joint-Stock Companies” and issues
attributed to the competence of executive bodies of the Bank);
25
12.10.30. request listing of Bank shares and (or) securities convertible into shares;
12.10.31. approve inner documents of the Bank, except inner documents to be approved by the General
Meeting of Shareholders or executive bodies of the Bank;
12.10.32. other issues stipulated by the Federal Law “On Joint-Stock Companies” and the Bank Statute.
12.11. Issues relating to the Bank Council competence cannot be transferred to the Bank executive bodies
for decision-making.
12.12. The Bank Council Meetings are conducted when necessary but at least once a quarter. The Bank
Council Meetings are called by the Bank Council Chairman at his or her initiative or on demand of the
Bank Council member, the Bank Revision Commission, the Bank Audit organisation, the Bank executive
bodies. The calling, conducting and decision-making procedure is stipulated by the Regulations on the
Bank Council.
12.13. The Bank Council Meeting quorum shall constitute at least 50% of the Bank Council members.
When the number of Council members is less than the indicated quorum, the Council is obliged to decide
on an extraordinary General Meeting of Shareholders to elect a new composition of the Council. The
remaining Council members can make decisions only on calling an extraordinary General Meeting of
Shareholders.
Decisions are taken by majority of votes of the Bank Council members participating in the Bank Council
Meeting unless a bigger number of voices is stipulated by the Federal Law “On Joint-Stock Companies”,
the Bank Statute, or the Regulations on the Bank Council. During decision-making, each Bank Council
member has one vote.
The Bank Council member is not entitled to transfer his or her vote to another person including another
Council member.
If the number of votes of the Bank Council members participating in the Bank Council Meeting are equal,
the Council Chairman has the deciding vote.
12.14. At the Bank Council Meeting, the Minutes is kept. The Minutes shall be compiled within 3 days
after the Meeting date. The Meeting Minutes contain the Meeting place and date, participating persons,
agenda, issues put to vote and voting results, decisions taken.
The Meeting Minutes are signed by the Meeting Chairman who is in charge of its correct compiling.
12.15. The Council member that does not participate in voting or votes against the decision taken by the
Council with violation of procedure stipulated by the Federal Law ”On Joint-Stock Companies”, other
legal acts of the Russian Federation, or the Bank Statute, is entitled to apply to court in case this decision
violates his/her rights or legal interests. He/she can apply to court within one month since the member of
the Board learns or is supposed to learn about such decision.
13. BANK EXECUTIVE BODIES
13.1. The daily activities of the Bank are managed by the single executive body (the General Director)
and the joint executive body (the Board). The executive bodies report to the Bank Council and the
General Meeting of Shareholders and arrange implementation of resolutions of the General Meeting of
Shareholders and the Bank Council.
The General Director simultaneously functions as the Chairman of the Board.
13.2. The executive bodies of the Bank function on the basis of the Regulations for General Director of
the Bank, Regulations for the Bank Board approved by the General Meeting of Shareholders. These
Regulations settle the procedure for promoting candidates to executive bodies, procedure of their election,
their rights and obligations, powers, meetings procedure and other issues regulating activities of the Bank
executive bodies in accordance with the Statute of the Bank and the Corporate Management Code.
13.3. The Bank Board is competent to manage all aspects of the current activities of the Bank excluding
those regarding the competence of the General Meeting of Shareholders, the Bank Council and the Bank
General Director.
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13.4. The Board is competent to:
13.4.1. take decisions concerning bank deposit and savings certificates issuing;
13.4.2. open and close internal corporate business units (outlets, credit-and-cash offices, operational
offices, out-of-the-office cash desks and also other internal corporate business units as required by the
standard regulations of the Bank of Russia);
13.4.3. preliminary approve a year financial plan of the Bank, control for the financial plan execution
(quarterly);
13.4.4. take decisions about bank transactions and other deals (including lending transaction), whose
amount comprises 5 or more percent of the Bank own funds (capital) as of the last reporting date;
13.4.5. take decisions about the bank transactions and other deals whose procedures are not specified by
the internal documents of the Bank, or apply to the Bank Council to consider the reasonableness of the
above operations or other deals;
13.4.6. take decisions about the bank transactions and other deals in cases of deviations from the
procedures specified by the internal documents or excess of internal bank limits by the bank structural
offices pursuant to the operations and deals (except for bank transactions and other deals that require
approval of the General Meeting of Shareholders or the Bank Council);
13.4.7. approve procedures for risk and capital management and stress testing procedures based on risk
and capital management strategy of the Bank (Bank Group) approved by the Bank Council, as well as
ensure compliance with the internal procedures for assessment of equity (capital) adequacy and maintain
the equity (capital) adequacy to the level established by the Bank internal documents;
13.4.8. approve internal documents of the Bank whose approval is not within the competence of the
General Meeting of Shareholders and the Bank Council;
13.4.9. ensure implementation of decisions taken by the General Meeting of Shareholders, the Bank
Council, implementation of the Bank strategy and policy including issues relating to internal control
organisation and realisation;
13.4.10. delegate powers for development of internal control rules and procedures to the heads of the
corresponding structural offices of the Bank, and control their fulfilment;
13.4.11. check the Bank activities concerning compliance with the internal documents specifying
procedures of internal control performance; and assess the compliance of the contents of the above
documents with the nature and scale of operations made and with the risk profile;
13.4.12. distribute duties of divisions and employees responsible for definite spheres (forms, methods of
implementation) of internal control; provide participation of all employees in internal control in
compliance with their official duties;
13.4.13. examine the materials and results of periodical assessment of internal control efficiency,
determine measures to ensure response to changing circumstances and conditions in order to ensure the
effectiveness of the Bank risks evaluation;
13.4.14. create effective systems for transfer and exchange of information that ensure delivery of the
required data to the corresponding users. The systems for transfer and exchange of information include all
documents that specify operational policy and procedures of the Bank activities;
13.4.15. control the elimination of discovered violations and drawbacks of internal control system and
measures taken for their elimination, establish a procedure whereby the officers provide information to
the Bank (branch) administration bodies and the corporate business units’ managers about all violations
of the Russian Federation applicable legislation, constituent and internal documents, cases of abuse, the
business honour standards offences;
13.4.16. take decision about deals related to purchase, alienation or possibility for alienation of shares
(equities, participations) in the share capital of other commercial companies (except for interested party
transactions and major deals that must be approved in accordance with the Federal Law “On Joint-Stock
Companies”);
13.4.17. take decision about participation in non-profit organizations except for cases specified in the
Federal Law “On Joint-Stock Companies”;
13.4.18. other issues specified by the laws of the Russian Federation, the Bank Statute and the Regulation
on the Bank Board.
13.5. The General Director is entitled to act on behalf of the Bank without any special authorization as
follows:
13.5.1 to manage daily activities of the Bank;
13.5.2 to be the first signatory entitled to sign financial documents;
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13.5.3 to give orders, other executive directives mandatory for all employees of the Bank;
13.5.4 to make transactions on behalf of the Bank including transactions of administering the Bank
property for amount not exceeding 5 percent of the Bank own funds (capital) as of the last reporting date
except for the transactions within the competence of other management bodies of the Bank according to
the current laws of the Russian Federation, the Bank Statute and regulations on the Bank management
bodies;
13.5.5. to represent the Bank in the Russian Federation and abroad;
13.5.6. to approve the staff, conclude employment contracts and agreements with the staff, apply
incentives and penalties to the employees;
13.5.7. to manage the Bank Board, arrange the Board’s meetings, preside on the sessions of the Board;
sign the minutes of these meetings;
13.5.8. to conclude contracts with the members of the Bank Board by order of the Bank Council;
13.5.9. to appoint his or her deputies, assign responsibilities among them, empower them and give them
powers of attorney under the current statutory procedure of the Russian Federation and the Bank of Russia;
13.5.10.to appoint Chief Accountant of the Bank, his/her deputies, heads of the Bank branches and their deputies,
chief accountants of the branches and their deputies under the current statutory procedure of the Russian Federation
and the Bank of Russia;
13.5.11. to decide on issues of claims and suits to private and corporate clients on behalf of the Bank;
13.5.12. to give powers of attorney on behalf of the Bank including powers of attorney with the right to
re-delegate powers to any Bank employees, including powers of attorney to perform a part of duties
imposed upon the single executive body by the Bank Statute, as well as to give powers of attorney to his
or her Deputy to certify documents containing private information about the Bank employees including
information regarding the length of their service and the amount of wages;
13.5.13. to open accounts with the banks;
13.5.14. to arrange accounting records and book-keeping of the Bank;
13.5.15. to arrange security system of the Bank;
13.5.16. to bear personal responsibility for protection of information that comprises the state secret;
13.5.17. to perform other duties securing objects of the Bank activities and providing its regular work
according to the applicable laws, the Bank Statute, and the Regulations for the General Director of the
Bank, excluding duties imposed upon other management bodies of the Bank by the Federal Law “On
Joint-Stock Companies” and this Statute.
13.6. The matters of establishing a joint executive body — the Board of the Bank — approval of the
number of members of the Board, election of members of the Board, early termination of their powers,
save for the Chairman of the Board, are decided by the Bank Council.
The matters of election of the General Director and early termination of his or her powers are decided by
the General Meeting of Shareholders.
Nominee General Directors and candidates to other Bank management positions listed in the Federal Law
on “Banks and Banking Activities” shall meet qualification requirements and requirements to business
reputation stipulated by federal laws and legal acts of the Bank of Russia. Candidates to the mentioned
positions shall be coordinated preliminarily with the Bank of Russia.
13.7. The Bank Council is entitled to set up temporary executive bodies of the Bank in cases stipulated by
the Federal Law “On Joint-Stock Companies”. Temporary executive bodies of the Bank (the Bank Board,
General Director) manage the Bank current activities within the limits of the executive bodies’
competence.
13.8. Rights and responsibilities of the General Director and the members of the Bank Board are specified
in accordance with the current law of the Russian Federation, the Bank Statute, Regulations for the
General Director and for the Bank Board, and the Bank contract concluded with each of them.
By order of the Bank Council, the contract concluded with the General Director on behalf of the Bank is
signed by the Chairman of the Bank Council. The contracts concluded with the members of the Bank
Board on behalf of the Bank are signed by the General Director.
Members of the Board are elected without limitation of their term of office.
The Bank Council is entitled to decide at any time on early termination of any member of the Board
except for the Chairman of the Board.
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The relations between the Bank, the single executive body (General Director) and the members of the
joint executive body (the Bank Board) are regulated by the Russian Labour Law in the part that does not
contradict to the provisions of the Federal Law “On Joint-Stock Companies”.
13.9. During the period of fulfilment of their duties, the members of the executive bodies of the Bank are
rewarded with amounts specified in the contracts concluded with the Bank.
13.10. The General Director and members of the Board can hold appointments in management bodies
with other companies exclusively by consent of the Bank Council.
13.11. The single executive body and its deputies, as well as the members of the joint executive body are
not allowed to hold appointments with other organisations which are credit, insurance, or clearing
institutions or professional participants of the securities market, goods and financial market operators, as
well as with incorporated investment funds, specialized depositories of investment funds, non-state
pension funds, organizations performing pension provision and pension insurance, organizations
performing investment fund management, incorporated investment fund management, unit investment
fund management, non-state pension fund management, organisations carrying out leasing operations or
the Bank affiliated persons, as well as to be entrepreneurs (without forming a legal entity).
13.12. Meetings of the Bank Board are held as necessary but at least once a month, and convened on the
initiative of the General Director — Chairman of the Board (or an authorized Interim General Director
acting in accordance with the power of attorney issued by the General Director), or the members of the
Board.
13.13. The procedures for the Board meetings and decision-making are specified in the Regulations for
the Bank Board.
13.14. The General Director, the members of the Board of the Bank are liable for fulfilment of their duties
in accordance with the Bank Statute and existing laws, in accordance with the Corporate Management
Code of the Bank.
The General Director, the Board members shall:
- not take obligations or make actions that can lead to the conflict of interests of the Bank Board,
shareholders, creditors, depositors and other clients of the Bank;
- ensure that bank transactions and other deals are in accordance with the laws of the Russian Federation,
the Bank Statute and internal documents of the Bank.
14. RESPONSIBILITY OF THE BANK MANAGEMENT
14.1. The members of the Bank Council, the General Director and the members of the Bank Board shall
act in the interests of the Bank, exercise their rights and perform their duties as to the Bank honestly and
reasonably.
14.2. The members of the Bank Council, the General Director and the members of the Bank Board are
liable for losses inflicted to the Bank by their actions (inactions) if other reasons and the scope of
responsibility are not stipulated by federal laws.
14.3. The members of the Bank Council, the General Director and the members of the Bank Board are
liable to the Bank or the shareholders for losses inflicted by their actions (inactions) that violate the
procedure of shares acquisition specified in Chapter XI.1 of the Federal Law “On Joint-Stock
Companies”. At the same time those members of the Bank Board, the Bank Council who voted against
the decision causing losses to the Bank or shareholders, or those who did not take part in voting, are not
liable for the above losses.
15. MAJOR DEALS AND INTERESTED PARTY TRANSACTIONS
15.1. A major deal is a deal (including loan, credit, pledge, warranty) or a few interrelated deals regarding
direct or indirect purchase, alienation or possibility of alienation by the Bank of property the value of
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which amounts to 25% and more of the balance sheet value of the Bank assets calculated according to
accounting records as of the latest reporting date, except for the following deals:
- regarding the Bank’s regular economic activities as a credit institution;
- transactions regarding placement of ordinary Bank shares by subscription;
- transactions regarding placement of securities convertible into ordinary Bank shares;
- transactions which are obligatory to the Bank in accordance with the legislation of the Russian
Federation and whose pricing procedures are established by the Government of the Russian Federation or
whose prices and rates are established by an federal executive body authorized by the Government of the
Russian Federation.
15.2. In case of alienation or possibility of alienation of property, the value of such property according to
the accounting records shall be compared to the balance sheet assets of the Bank, and in case of property
purchasing, the purchasing price shall be compared to the balance sheet assets.
15.3. Any major deal shall be approved by the Bank Council or the General Meeting of Shareholders. For
approval of a major deal by the Bank Council or the General Meeting of Shareholders, the price of
property to be alienated or purchased is defined in accordance with the current legislation of the Russian
Federation.
15.4. Approval of a major deal the subject of which is property with the value between 25% and 50% of
the balance sheet assets of the Bank shall be adopted by all members of the Bank Council unanimously,
the votes of quitting members of the Bank Council being left out of account.
If the Bank Council fails to reach a unanimous approval of a major deal, it may cause the Bank Council to
put a resolution to vote at the General Meeting of Shareholders. In this case, approval of a major deal is
adopted by the General Meeting of Shareholders by majority of holders of the voting Bank shares
participating in the General Meeting.
15.5. The decision to approve a major deal the subject of which is property whose value exceeds 50% of
the balance sheet assets of the Bank shall be taken by the General Meeting of Shareholders by the ѕ
majority of votes of voting shareholders participating in the General Meeting of Shareholders.
15.6. Any resolution on approval of a major deal shall include: name(s) of a contractual party (parties),
beneficiary (beneficiaries), price, subject of the transaction and other essential terms and conditions.
15.7. In case a major deal is at the same time an interested party transaction, it shall be regulated by
provisions of the Federal Law “On Joint-Stock Companies” regarding interested party transactions.
15.8. Any major deal effected with violation of provisions of the legislation, this Statute may be
pronounced null and void as sued by the Bank or by its shareholder. An action period for pronouncing a
deal null and void in case of its termination shall not be renewed.
15.9. Transactions (including loan, credit, pledge, warranty) representing interest for a member of the
Bank Council, the General Director, a member of the Bank Board or a Bank shareholder holding jointly
with its affiliated persons 20% and more of the Bank voting shares, as well as a person entitled to give
instructions binding for the Bank shall be effected in conformity with the provisions specified in the
Federal Law “On Joint-Stock Companies”.
The mentioned persons shall be treated as interested in the Bank deal if they, their spouses, parents,
children, full and half-brothers and sisters, adopters and adoptees and (or) their affiliated persons:
- represent a contractual party, beneficiary, intermediary or a representative in the transaction;
- hold (each or jointly) 20% and more of shares (parts) of a legal entity being a contractual party,
beneficiary, intermediary or a representative in the transaction;
- hold appointments in the management bodies of the legal entity which is a contractual party,
beneficiary, intermediary or a representative in the transaction, as well as hold appointments in the
management bodies of a management company of such legal entity.
The provisions regarding execution and approval procedures of interested party transactions shall not
apply
- to those deals in which all Bank shareholders are interested;
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- while exercising the preferred right to purchase Bank shares and securities convertible into shares;
- while placing debentures not convertible into shares through public offering;
- while purchasing and redeeming shares placed by the Bank;
- while reorganizing the Bank by means of merger (annexation);
- to transactions which are obligatory for the Bank pursuant to the legislation of the Russian Federation
and whose pricing procedures are established by the Government of the Russian Federation or whose
prices and rates are established by a federal executive body authorized by the Government of the Russian
Federation;
- in other cases stipulated by law.
15.10. Any interested party transaction shall be approved by the Bank Council or by the General Meeting
of Shareholders prior to its concluding. Approval of an interested party transaction shall be made by the
Bank Council by majority of votes of independent members of the Bank Council not interested in the
transaction. If all members of the Bank Council are deemed interested and (or) are not independent
directors, the transaction can be approved by decision of the General Meeting of Shareholders.
A member of the Bank Council is defined as independent if he or she is not and has not been registered
within one year prior to the decision taken as:
- the General Director of the Bank, a member of the Bank Board;
- a person whose spouse, parents, children, full and half-brothers and sisters, adopters and adoptees hold
appointments in the Bank management bodies (General Director, Bank Board);
- an affiliated person except for the members of the Bank Council.
15.11. The decision on approval of an interested party transaction shall be taken by the General Meeting
of Shareholders by majority of votes of all those holders of voting Bank shares that are not interested in
the deal in the following cases:
- if the subject of the deal or a few interrelated deals is property with the value according to the
accounting records of the Bank (offer price of the property to be purchased) constitutes 2% and more of
the balance sheet assets of the Bank as of the last reporting date, except for the deals mentioned
hereinafter,
- if a deal or a few interrelated deals are placement by subscription or realization of shares constituting
over 2% of the previously placed ordinary shares and ordinary shares into which the previously placed
securities convertible into shares may be converted;
- if a deal or a few interrelated deals are placement of securities convertible into ordinary shares by
subscription constituting over 2% of previously placed ordinary shares and ordinary shares into which the
previously placed securities convertible into shares can be converted.
15.12. An interested party transaction shall not require approval of the General Meeting of Shareholders if
conditions of such a transaction do not substantially differ from those of similar deals transacted between
the Bank and an interested party within the regular activities of the Bank prior to the date when such a
person is recognized as an interested party. The above mentioned exception applies only to interested
party transactions which were effected from the date the person is recognized as an interested party till the
date of the next Annual General Meeting of Shareholders.
15.13. Any resolution on approval of a major interested party transaction shall contain: name(s) of the
contractual party (parties), beneficiary (beneficiaries), price, subject of the transaction and other essential
terms and conditions.
15.14. The General Meeting of Shareholders can take a decision on approval of deal(s) that can be
transacted in future between the Bank and an interested party within the regular activities of the Bank.
Such decision of the General Meeting of Shareholders shall specify the ceiling amount of the future
deal(s). This decision shall be valid till the next Annual General Meeting of Shareholders.
15.15. For taking decision by the Bank Council and the General Meeting of Shareholders on approval of
an interested party transaction, the price of the property to be alienated or purchased is defined by the
Bank Council in accordance with the Federal Law “On Joint-Stock Companies”.
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15.16. Any interested party transaction effected with violation of the mentioned requirements may be
pronounced invalid as sued by the Bank or a shareholder. An interested party shall be liable for any loss
inflicted to the Bank to the amount of losses incurred. If several persons are liable, they bear joint
liability.
16. ACCOUNTING AND REPORTING OF THE BANK. INFORMATION ABOUT THE BANK
16.1. Accounting of the Bank shall be arranged in accordance with the applicable legislation of the
Russian Federation and regulations established by the Bank of the Russia.
The Bank shall submit statistical, accounting (financial) and other reports in the manner established by
the laws of the Russian Federation.
16.2. Maintenance of accounting records and storage of accounting documents shall be arranged by the
General Director of the Bank.
16.3. The Bank shall provide the state authorities with the necessary information for the purpose of
taxation and overall national economic data collection and processing.
16.4. According to the forms, procedures and in terms established by the Bank of Russia, the Information
Policy approved by the Bank Council, the Bank shall disclose information on its activities at an Internet
page provided by an information distributor at the securities market authorized by a news agency, at the
official web-site of the Bank of Russia, at the websites www.chelindbank.ru, Челиндбанк.рф, at
customer and shareholder service points at the head office, branches and other structural offices
of the Bank.
The Bank shall provide individual and corporate customers with a copy of the General Banking License,
other permissions (licenses) and monthly balance sheets for the current year.
16.5. The Bank shall draw reports concerning its activities and submit them to the Bank of Russia in
accordance with the forms and procedures and in terms established by the Bank of Russia.
16.6. Annual accounting (financial) records of the Bank:
- are subject to an obligatory audit and inspection by Revision Commission of the Bank;
- shall be preliminarily approved by the Bank Council no later than 30 days before the appointed date of
the Annual General Meeting of Shareholders;
- shall be approved by the Annual General Meeting of Shareholders of the Bank;
- shall be disclosed in accordance with the procedure established by the Bank of Russia.
16.7. The Bank fiscal year begins on the 1st of January and ends on the 31st of December.
16.8. The Bank is obliged to provide storage of documents in order and in terms stipulated by legal acts of
the Russian Federation (including those of the Bank of Russia), and by the internal documents of the
Bank.
The documents of the Bank are kept at the place of the executive bodies location (General Director of the
Bank, the Bank Board).
For purposes of storage of information on assets and liabilities of the Bank and their flows, the Bank shall
enter all activities and other transactions in electronic format in databases which ensure safety of
information for at least five years from the date of entering information into the databases and which
provide access to such information as of every business day.
16.9. The Bank ensures safety, long-term custody and issuance of the documents regarding the staff (in
cases and order stipulated by the law). In the manner prescribed by the State Archives of the Russian
Federation (Rosarchive), the documents regarding the staff of the Bank shall be passed for the state
storage.
The contents of the documents and the terms of their custody are determined by the list coordinated with
the Rosarchive in the prescribed manner.
Elimination of the documents is allowed after verifying the normative expiry dates of their storage and
accompanied by the properly compiled and coordinated statements.
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16.10. Information shall be submitted to the shareholders in accordance with the procedure stated in
paragraph 6.14 of the Bank Statute.
16.11. The Bank shall keep records and submit reports on the affiliated persons according to the
legislation of the Russian Federation.
17. CONTROL OVER THE BANK ACTIVITIES
17.1. Supervision and control over the Bank’s activities is carried out by the Bank of Russia and the
relating bodies authorized by the legislation of the Russian Federation.
17.2. On behalf of the shareholders, the Bank activities are controlled by the Revision Commission made
up of two persons elected by the General Meeting of Shareholders. The Revision Commission acts
according to the Regulations for the Revision Commission approved by the General Meeting of
Shareholders. These Regulations define the procedure for selecting candidates to the members of the
Revision Commission and their election, rights and obligations of the members of the Commission, and
other issues.
The Bank Revision Commission members shall not be simultaneously the Bank Council members or hold
positions in the Bank management bodies.
Shares held by the Bank Council members or by the Bank management cannot participate in voting while
electing the Bank Revision Commission members.
17.3. Supervision (inspection) over the Bank activities shall be performed following the annual results of
its activities, as well as at any time if initiated by the Revision Commission of the Bank, a decision of the
General Meeting of Shareholders, the Bank Council, or if required by shareholder(s) owning totally more
than 10% of the voting Bank shares.
17.4. Upon the inspection results, in case of impending threat to the Bank interests or to the interests of its
depositors, as well as in case of revealing misfeasance in office, the Revision Commission is entitled to
require to call an extraordinary General Meeting of Shareholders.
17.5. The Revision Commission makes an annual report for the Bank Council and provides the General
Meeting of Shareholders with a statement on inspection comprising the following:
- confirmation of authenticity of the data stated in the Bank financial statements and other financial
documents;
- information on the facts of infringement of book-keeping and financial statements submission
procedures stipulated by the legal acts of the Russian Federation, as well as the facts of violation of the
legal acts of the Russian Federation within the Bank activities.
17.6. For the purpose of checking and confirming authenticity of the Bank annual report, financial
statements to be disclosed, as well as compliance of operations performed by the Bank with the applicable
laws of the Russian Federation, the Bank annually invites a professional auditing company (auditing
companies) not connected by any proprietary interests to the Bank or its shareholders.
The Bank audit organisation is approved by the General Meeting of Shareholders.
The amount of remuneration paid to the audit organisation shall be approved by the Bank Council.
17.7. An internal control system, which is a combination of the system of control executive bodies and
control directions, is implemented in the Bank in order to deliver goals established.
17.8. While executing internal control, the Bank is governed by the applicable legislation of the Russian
Federation, legal acts of the Bank of Russia, internal control principles recommended by the Basel
Committee on Banking Supervision, constituent and internal documents of the Bank.
17.9. The main purposes of the internal control are as follows:
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17.9.1. ensuring efficiency and productivity of the Bank financial and business activities while effecting
the bank operations and other transactions, efficiency in assets and liabilities management including
protection of assets and risk management;
17.9.2. ensuring authenticity, completeness, objectivity, and promptness of compilation and delivery of
financial, accounting, statistical and other reports (for the external and internal users), as well as ensuring
informational security of the Bank (protection of the Bank interests (goals) in the informational realm,
which is a combination of information, data infrastructure, entities gathering, creating, distributing and
using information and also the system governing the resulting relations whereby);
17.9.3. observing legal acts, standards of self-regulated organisations and other standards, which the Bank
is connected with, constituent and internal documents of the Bank;
17.9.4. excluding involvement of the Bank and participation of the Bank employees in criminal activities
including money laundering and terrorism financing, as well as timely delivery of the data to the state
authorities and the Bank of Russia in accordance with the applicable legislation of the Russian
Federation;
17.10. The Bank internal control system is implemented by:
1) the General Meeting of Shareholders;
2) the Bank Council;
3) the Bank Board and the Bank General Director;
4) the Bank Revision Commission;
5) the Bank Chief Accountant (his/her deputies);
6) the heads, chief accountants of the Bank branches and their deputies;
7) the divisions and employees responsible for internal control in compliance with the powers based on
the Bank internal documents, including:
- the Bank Internal Audit Service;
- the Bank Internal Control Service;
- the Bank employee (division) responsible for anti-money laundering and counter-terrorism financing;
- the examiner of a professional participant of the securities market;
8) other corporate business units and employees of the Bank responsible for internal control in
compliance with the powers based on the Bank internal documents;
17.11. The set-up procedure, powers of the Bank management bodies, the Bank Revision Commission,
their rights and obligations concerning internal control are specified by the Bank Statute and the
Regulations for these bodies (Regulations for the Bank Council, Regulations for the Bank Board of
Directors, Regulations for the Bank General Director, Regulations for the Bank Revision Commission)
approved by the General Meeting of Shareholders, Regulations for the Internal Control System
Arrangement, approved by the Bank Council;
17.12. Appointment and release of the Bank chief accountant (his/her deputies) are performed in
accordance with the requirements of the applicable legislation of the Russian Federation, legal acts of the
Bank of Russia and the Bank Statute.
The powers of the Bank chief accountant (his/her deputies) are defined by the applicable legislation of the
Russian Federation and internal documents of the Bank approved in accordance thereof, including but not
limited to:
- general supervision of the Bank activities in terms of accounting and timely presentation of complete
and true accounting (financial) reports;
- ensuring compliance of the Bank activities with the applicable legislation of the Russian Federation,
control of property movement and fulfilment of the Bank obligations;
- establishment of accounting and tax policy of the Bank in accordance with the requirements of the
applicable legislation of the Russian Federation;
- other powers required for achievement of the Bank objectives and ensuring its regular functioning,
except for powers and functions delegated to other bodies of the Bank.
17.13. Appointment and release of the managers (and their deputies) and chief accountants of the
branches (and their deputies) is performed in accordance with the requirements of the applicable
legislation of the Russian Federation, legal acts of the Bank of Russia and the Bank Statute.
34
The powers of the Bank branch managers (and their deputies) are specified in the Regulations for the
Bank affiliates approved by the Bank Council, as well as by the power of attorney issued by the Bank
General Director to the Bank branch manager.
Powers, rights and obligations of the Bank branch chief accountants (and their deputies) in terms of
organization and implementation of internal control are established by the job descriptions.
17.14. The Internal Audit Service carries out its activities under the Bank Statute, as well as under the
Regulations for the Internal Control System Organisation, Regulations for the Internal Audit Service and
other Bank’s internal documents approved by the Bank Council and developed in compliance with the
applicable legislation of the Russian Federation.
The Internal Audit Service shall fulfil the following functions:
- audit and evaluation of the internal control system efficiency in general, satisfying the Bank
administrative bodies decisions (the General Meeting of Shareholders, the Bank Council, the Bank
executive bodies);
- revision of the efficiency of the bank risks assessment methodology and the bank risks control
procedure approved by the Bank internal documents (methods, software, rules, procedures and
practices of making bank transactions and operations, the banking risks management) and application
completeness of the above mentioned documents;
- revision of the internal control system safety for using the automated information systems,
including the control over databases integrity and the database protection from the unauthorized access
and (or) application with due regard to actions taken in case of the abnormal or emergency situations
in accordance with the plan of actions aimed to provide the steadiness of business and (or) recovery of
the Bank business in case of the abnormal or emergency situations.
- revision and verification of the authenticity, completeness and timeliness of accounting records and
reports, as well as safety (including authenticity, completeness and timeliness) of gathering and
providing of the information and reports;
- revision of the safety of the Bank property techniques (methods) in operation;
- the feasibility study and the cost-effectiveness analysis of the Bank operations and other
transactions made;
- revision of the Bank Internal Control procedures and processes;
- revision of the Bank Internal Control Service and Risk Management Service activities;
- other issues required by the Bank internal documents;
The structure and the personnel of the Bank Internal Audit Service are stipulated by the Bank General
Director while approving the Bank personnel schedule in compliance with the nature and extent of actual
operations and the risk profile.
The Bank provides for the Internal Audit Service constant activity, independence and service
indifference, as well as its head and employees expertise, establishes conditions for smooth and effective
functioning of the Internal Audit Service.
The Internal Audit Service shall be verified by the Bank Council or by an Independent Audit
Organization under the Bank Council decision.
The Bank Council shall approve the audit plans, consider reports prepared by the Internal Audit Service.
Appointment and release of the Internal Audit Service head are approved by the Bank Council. The
Internal Audit Service head reports to the Bank Council.
The Internal Audit Service head is not in the position to be the head of other Bank divisions
simultaneously.
17.15. The Internal Control Service shall carry out its activities under the Bank Statute, the Regulations
for the Organisation of the Internal Control Service System, the Regulations for the Internal Control
Service and other Bank internal documents developed in compliance with the applicable legislation of the
Russian Federation.
The Internal Control Service shall fulfil the following functions:
- compliance risk disclosure, i.e. losses risk due to violation of the applicable legislation of the Russian
Federation, internal documents, self-regulated organisations’ standards and other standards (if such
standards and rules are obligatory for the Bank) as well as by imposing sanctions or other corrective
actions by the supervisory bodies;
- recording the events connected with the compliance risk, determining the probability of their occurrence
and quantitative evaluation of the consequences;
35
- monitoring of the compliance risk, in particular the analysis of the new products and services introduced
by the Bank and the analysis of compliance risk realization expected methods;
- if required, sending compliance risk management recommendations to the managers of the Bank
business units and to the Bank General Director;
- coordination and participation in measures complex development, aimed to decrease the level of
compliance risk in the Bank;
- monitoring of the compliance risk management efficiency;
- participation in the development of compliance risk management documents;
- informing the Bank employees on the issues of compliance risk management;
- disclosure of interests conflicts in the Bank business and its employees activities, participation in the
internal documents development aimed to minimize this risk;
- analysis of the clients’ complaints (claims, applications) dynamic indicators and analysis of observance
of customers’ rights by the Bank;
- the feasibility study of the Bank contracts signed with the legal entities or entrepreneurs for rendering
services and work performance ensuring the Bank operations performance (outsourcing) within the
competence specified by the Bank internal documents;
- participation in the internal documents development aimed counteraction against commercial bribery
and corruption;
- participation in the internal documents development and measures arrangement aimed to observe the
corporate behavior rules and business honour;
- participation within its competence in co-operation with the supervisory bodies, self-regulated
organisations, associations and the financial market members;
- other functions stipulated by the Bank internal documents and the Bank management bodies decisions.
The Internal Control Service functions can be executed by the employees of different Bank business
units. Assignment of responsibilities among the stated business units is established by the Bank internal
documents. When the Internal Control Service functions are executed by the employees of several Bank
business units the coordination of activity, relating to compliance risk management, of such employees is
carried out by the Internal Control Service head.
The structure and the personnel of the Bank Internal Control Service are stipulated by the Bank General
Director while approving the Bank personnel schedule in accordance with the nature and extent of actual
operations and the risk profile.
The Regulations for the Internal Control Service, operating plans of the Internal Control Service and
reports on their implementation are approved by the Bank General Director.
Appointment / release of the Internal Control Service head is approved by and reports to the Bank
General Director.
17.16. The Risk Management Service shall carry out its activities under the Bank Statute, the Regulations
for Business Units functioning as a Risk Management Service and other Bank internal documents
developed in accordance with the applicable legislation of the Russian Federation.
The Risk Management Service shall fulfil the following functions:
- disclosure, evaluation, aggregation of the major risks, other risks which in combination with the
major risks can result in losses significantly influencing the evaluation of the capital adequacy, and
their volumes control;
- evaluation of the Bank capital adequacy for covering the major risks and new risks (additional
volumes) taking of which is conditioned by measures implementation required by the Bank
development strategy;
- capital planning based on the overall estimate of the major risks, testing the Bank stability against
the external and internal risks, the business development guidelines required by the Bank development
strategy stipulated by the Bank of Russia requirements to the capital adequacy.
The Risk Management Service functions can be executed by the employees of different Bank business
units. Assignment of responsibilities among the stated business units is established by the Bank internal
documents. The Risk Management Service head shall coordinate the activity relating to risk management,
of all Bank employees carrying out risk management functions.
The structure and the personnel of the Bank Risk Management Service are stipulated by the Bank General
Director while approving the Bank personnel schedule in accordance with the nature and extent of actual
operations and the risk profile.
Appointment / release of the Risk Management Service head is approved by the Bank General Director.
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17.17. The managers of the Internal Audit Service, the Internal Control Service and the Risk Management
Service shall meet all qualifying requirements stipulated by the Bank of Russia and the requirements to
the business reputation stipulated by the applicable legislation of the Russian Federation while appointing
to the above mentioned job titles and during all period of functioning in the stated job titles.
The Bank shall notify the Bank of Russia of significant changes in the internal control system in the
manner required by the legal acts of the Bank of Russia and the applicable legislation of the Russian
Federation.
The Bank shall notify the Bank of Russia in writing of appointment of the managers of the Internal Audit
Service, the Internal Control Service and the Risk Management Service within three days from the day of
decision taking in the manner required by the legal acts of the Bank of Russia and the applicable
legislation of the Russian Federation.
In the manner required by the legal acts of the Bank of Russia and the applicable legislation of the
Russian Federation the Bank shall notify the Bank of Russia in a written form of release of the managers
of the Internal Audit Service, the Internal Control Service and the Risk Management Service no later than
a working day following the day of decision taking.
17.18. The structure and the personnel of a division responsible for anti-money laundering and
counteraction to terrorism financing are approved by the Bank General Director.
The Division responsible for anti-money laundering and counteraction to terrorism financing shall carry
out its activities under the Bank Statute, the Regulations for such a division and other Bank internal
documents developed in compliance with the applicable legislation of the Russian Federation.
This division is headed by a special person in charge who is responsible for realization of the Internal
control regulations for anti-money laundering and counteraction to terrorism financing (hereinafter “an
AML-responsible executive”) satisfying the qualifying requirements established by the Bank of Russia.
The AML-responsible executive is appointed and released by the Bank General Director.
The Bank shall notify the Bank of Russia in a written form of appointment (release) of the AMLresponsible executive, as well as appointment (release) of another Bank employee who is acting for the
AML-responsible executive, within three days from the day of appointment (release).
Powers, functions, rights and obligations of the AML-responsible executive are as follows:
- to organize development and submission of internal AML-control regulations for approval by the Bank
General Director;
- to realize internal AML-control regulations;
- to take decisions while executing the internal AML-control, including but not limited to the cases of
doubt in validity of an operation qualification as an operation subject to obligatory control, in designating
a customer operation to the operations raising suspicions that they are carried out with the aim of money
laundering or/and terrorism financing, of the Bank measures regarding the customer operations raising
suspicions that they are carried out with the aim of money laundering and terrorism financing, as well as
to the customer himself initiating such an operation;
- to organize the notification and the control over the notification to the authorized authority;
- to prepare and to present at least annually the written report agreed upon with the Bank General Director
to the Bank Council about the results of internal control AML-regulations realization, recommended
measures aimed at improvement of AML-system, to present the current reports to the Bank General
Director in time and order stipulated by the Bank internal documents;
- the right to give instructions concerning the operation executing, including instructions for detention of
operation executing for the purposes of receiving additional or revision of the available data about the
customer or the operation (within the time limits established by the applicable legislation of the Russian
Federation for the operation executing);
- the right to request and obtain from the managers and employees of the Bank departments the necessary
documents including administrative and accounting documents;
- the right to copy the available documents, electronic files;
- the right of access to the rooms of the Bank divisions, as well as to the rooms used for documents
storage (archives), electronic data processing (computer rooms) and the data storage on electronic
devices;
- obligation to insure safety and drawback of documents received from the managers and employees of
the Bank divisions;
- obligation to provide confidentiality for information obtained while executing of functions;
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- other powers, functions, rights and obligations in accordance with the Bank internal documents.
17.19. The examiner of the professional participant of the securities market is appointed and released by
the Bank Director General.
The Bank shall notify the Bank of Russia of appointment (release) of the examiner of the professional
participant of the securities market in the manner required by the applicable legislation of the Russian
Federation including the legal acts of the Bank of Russia.
The control over the examiner of the professional participant of the securities market is carried out by the
Bank Council.
The powers of the examiner of the professional participant of the securities market are established by the
applicable legislation of the Russian Federation, the Bank Statute and other Bank internal documents and
include the control for compliance of the Bank activity as a professional participant of the securities
market to the requirements of the applicable legislation of the Russian Federation regarding the securities
market (including legal acts of the Bank of Russia), the applicable legislation of the Russian Federation
regarding the protection of the legitimate rights and interests of investors on the securities market, the
applicable legislation of the Russian Federation regarding advertising, as well as observance of the Bank
internal documents regarding its activity on the securities market.
17.20. The procedure of coordination between the bodies controlling the Bank activities is established by
the Bank internal documents approved by the Bank authorized bodies.
18. BANK REORGANISATION AND LIQUIDATION
18.1. The Bank can be reorganised in the form of merger, annexation, demerger, split-off, or
transformation. Upon reorganization, the Bank’s rights and liabilities are transferred to its assignees.
The data and documents required for the state registration of a credit institution because of its liquidation
and state registration of a credit institution created by means of reorganisation are submitted to the
Unified State Register of Legal Entities and the Bank of Russia in accordance with the existing
requirements.
Upon reorganisation of the Bank, all appropriate amendments are entered into the Unified State Register
of Legal Entities and into the Credit Institutions State Registry, and all valid documents with unexpired
storage period are passed on to its assignee in accordance with the established order.
18.2. The Bank is liquidated voluntarily upon a resolution of the General Meeting of Shareholders or
compulsorily upon a court decision as stipulated by the applicable legislation of the Russian Federation.
Liquidation causes the Bank cessation without transfer of its rights and liabilities to the third parties in
accordance with the universal succession.
The Bank is obliged to take decision about liquidation if the amount of its own assets (capital) at the end
of the second and every succeeding year becomes less than the minimum amount of the share capital
established by the Federal Law “On Joint-Stock Companies”.
18.3. In case of voluntary liquidation the Bank Council shall put the question concerning the Bank
liquidation and nomination of a liquidating commission to vote at the General Meeting of Shareholders.
The General Meeting of Shareholders that has taken a decision to liquidate the Bank shall nominate a
liquidating commission and define terms and procedures of the Bank liquidation upon agreement with the
Bank of Russia.
Since the liquidating commission is assigned, it is empowered to manage the Bank business.
18.4. The liquidating commission shall:
- publish in the mass media in which the Bank state registration data is published the announcement about
the Bank liquidation and the procedure and terms for claiming by the creditors (the announced period
shall not be less than two months since the announcement of the Bank termination);
- take measures to elicit creditors and debtors, notifies creditors on the Bank liquidation in a written form.
Upon expiry of the term of the claims by the creditors, the liquidating commission draws up a preliminary
liquidation balance sheet containing information on the liquidated Bank property, the list of claims by the
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creditors, the results of their consideration, as well as the list of claims, satisfied by the enforceable court
decision regardless of whether these claims were accepted by the liquidating commission.
The preliminary liquidation balance sheet is approved by the General Meeting of Shareholders upon
agreement with the Bank of Russia.
If the Bank funds are insufficient to meet the creditors’ claims, the liquidating commission sells other
property of the Bank, on which in compliance with the law the levy of execution is accepted, in public
bidding, except for objects at the cost of no more than one hundred thousand rubles (in accordance with
approved preliminary liquidation balance sheet), for which the public bidding is unnecessary.
If the Bank property is insufficient to meet the creditors’ claims or in case of signs of the Bank insolvency
the liquidating commission is obliged to turn to the court of arbitration in relation to the Bank bankruptcy,
if such a legal entity can be declared insolvent (bankrupt).
The liquidating commission shall pay off to the liquidated Bank creditors on a priority basis stipulated by
Rule 64 of the Civil Code of the Russian Federation according to the preliminary liquidation balance
sheet since the date of its approval.
Upon effecting settlements with the creditors, the liquidating commission draws up a final liquidation
balance sheet which shall be approved by the General Meeting of Shareholders upon agreement of the
Bank of Russia.
The property of the liquidated Bank remained after settlements with creditors, is distributed by the
liquidating commission among shareholders in the order established by the applicable legislation of the
Russian Federation.
18.5. In case of reorganization, liquidation the Bank ensures recording and safety of the documents
regarding the staff and other documents of the Bank stipulated by the applicable legislation of the Russian
Federation. These documents shall be transferred in accordance with the applicable procedure for the state
storage to the related archive. The Bank documents are transferred for the Bank account as required by
the archive authorities.
18.6. Liquidation is considered completed and the Bank is considered liquidated since the date of an
appropriate entry made into the Unified State Register of Legal Entities by the corresponding registration
authority.
18.7. Upon re-organisation and liquidation of the Bank, the documents subject to storage, shall be
submitted to storage in accordance with the procedure established by the legislation of the Russian
Federation.
19. PROCEDURE OF AMENDING AND SUPPLEMENTING THE STATUTE
19.1. All amendments entered into the Bank Statute and approved in the established order are subject to
the state registration in the order specified by the applicable law.
19.2. Amendments entered into the Bank Statute become valid for the third parties from the date of their
state registration and are an integral part of this Statute.
Chairman of the Bank Council of PJSC “CHELINDBANK”
Ya.V. Chaban
(Seal, signature)
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