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PL 61-03 L
Approved
Resolution N 42-L of the Board of
"Ardshininvestbank" CJSC
Dated May 06, 2011
Chairman of Board
Karen Safaryan _______________
"ARDSHININVESTBANK" Closed Joint Stock Company
DIVIDEND POLICY
YEREVAN – 2011
PL 61-03
Dividend Policy
Page 2 / 4
Edition: 01
Date: May 20, 2011
1. GOAL
The goal of the dividend policy is to define the main prinicples of the dividend policy of
"Ardshininvestbank" CJSC, the conditions and form of dividends payment for the stocks.
2. FRAMEWORK OF USE
This policy is used by the Accounting Department of the head office and the accounting divisions of
branches.
3. RELATED INTERNAL LEGAL ACTS
- ISO 9001:2000:
- Charter of "Ardshininvestbank" CJSC
4. DEFINITIONS AND ABBREVIATIONS
Bank - "Ardshininvestbank" CJSC,
Dividend Policy - Dividend policy of Bank,
General Meeting - General meeting of the shareholders of Bank, which is the supreme management body
of Bank,
Charter - Charter of Bank,
Board - Board of Bank,
Management Board - Management Board of Bank, which is the executive body of Bank
5. AMENDMENTS AND ADDENDUMS
6. ANNEXES
7. DESCRIPTION
7.1. General Provisions
7.1.1. Dividend Policy shall be developed according to RA legislation and Charter.
7.1.2. Bank shall put Dividend Policy and the amendments being made therein on its website according to
the order defined by Bank.
7.1.3. Bank shall publish (as well as put on the website of Bank) the information about the Resolution of
General Meeting of shareholders on payment of dividends according to the order defined by legislation.
7.1.4. Bank shall be entitled to adopt resolutions (to publish) on quarterly, semi-annual and annual
payments of dividends.
7.2. Principles of Dividend Policy
7.2.1. Dividend Policy is a part of the general policy of profit management of Bank, which is implemented
by deciding the proportions between the sold and accumulated parts of the profit in order to have the highest
market value of Bank.
7.2.2. Dividend Policy is based on attraction of investments, financial stability of Bank, capitalization and
increase of liquidity, balance between Bank's and its shareholders' interests, provision of profitability of the
attracted funds.
7.2.3. The current and anticipated levels of the liquidity and solvency of Bank, the program of further
development of Bank and necessary funds for implementation thereof shall be taken into account while
making a resolution on payment of dividends and their sizes.
7.2.4. The dividends of Bank shall be paid in Armenian drams.
7.2.5. The dividends shall be expressed in the amount paid for one stock.
7.2.6. Payment of dividends for ordinary stocks of Bank shall not be guaranteed.
7.2.7. Dividends shall not be calculated for the stocks managed by the Management Board of the Bank.
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Dividend Policy
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Edition: 01
Date: May 20, 2011
7.3. Terms and conditions of dividends payment
7.3.1. Dividends of the shareholders of Bank shall be paid to the shareholders of Bank from net profit after
paying taxes, which shall be calculated on the basis of financial reports of banks formed in accordance with the
requirements of legislation.
7.3.2. Terms and conditions of dividends payment to shareholders of the Bank are as follows:
7.3.2.1. the net profit of Bank, which has been received from the results of the previous financial period
(quarter, semester, year, years),
7.3.2.2. the lack of restrictions on dividends payment anticipated by the Clause 7.4.6 hereof,
7.3.2.3. the Resolution of the Board of Bank containing a proposal about dividends payment, the size and
payment order thereof,
7.3.2.4. the Resolution of the Board of Bank on dividends payment (announcement) after the results of
the financial period (quarterly, semi-annual, annual).
7.4. Restrictions on dividends payment
7.4.1. Restrictions on dividends payment shall be connected with the indicators of financial and economic
activity of Bank.
7.4.2. Distribution of dividends of Bank shall be prohibited, if at that moment the losses of Bank are equal
or exceed the amount of not distributed net profit of Bank.
7.4.3. The size of midterm dividends may not exceed 50 (fifty) percent of the dividends distributed after
the financial period results.
7.4.4. The size of annual dividends may not be more than the one suggested by the Board and less than
the size of already paid midterm dividends. If the General Meeting Resolution states that the size of annual
dividends shall be equal to the size of already paid midterm dividends, then annual dividends shall not be paid.
If the General Meeting Resolution states that the size of annual dividends shall be more than the size of
already paid midterm dividends, then annual dividends shall be paid by deducting the amount of already paid
midterm dividends from the annual profit.
7.4.5. Bank shall not be entitled to adopt a resolution (publish) on not paying dividends, if at the moment
of adopting the resolution of the Board of Bank or General Meeting there is or may be one of the facts
mentioned below:
7.4.5.1. lack of net profit received (accumulated) from the results of the previous financial year (years) or
the current financial year,
7.4.5.2. when the possibility of not implementing the prudential standards defined by internal legal acts of
Bank and CBA exists as of the day of adopting the resolution on paying dividends or may occur in the result of
that resolution.
7.4.6. In case of not paying dividends within the terms defined by the Resolution of General Meeting
they are accumulated and paid to the shareholder in future upon his/her first request.
7.4.7. Published, but for the reasons independent from Bank, the dividends not received by the
shareholders shall be deemed as not required dividends.
7.5. Resolution on Dividends Payment
7.5.1. General Meeting shall adopt the resolution on annual dividends payment, the size of the dividend,
the form of the payment thereof and the time period upon the proposal of the Board.
7.5.2. The Board shall adopt a resolution on midterm (quarterly and semi-annual) dividends, the size of
the dividend, the form of the payment thereof provided that annual dividends were distributed according to
the results of the previous financial year. The time period of midterm dividends payment shall be defined by
the resolution of the Board on payment of midterm dividends, but not earlier than 30 (thirty) days later after
the approval of the given resolution.
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Dividend Policy
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Edition: 01
Date: May 20, 2011
7.5.3. For the purpose of paying dividends the Board shall form a list of shareholders entitled to receive
dividends, which shall include:
7.5.3.1. in the event of paying dividends, those shareholders of Bank, who have been involved in the
register of shareholders of Bank as of the day of forming the list of persons entitled to participate in the annual
General Meeting of Bank.
7.5.3.2. in the event of mid-term dividends payment the shareholders of Bank who have been involved in
the Bank's Shareholders Register at least 10 (ten) days prior to adopting the resolution on Bank's mid-term
dividends payment.