Credit institution state registration record is
entered into the uniform state register of the
legal entities on 26 June 2002;
Base state registration number
№ 1021600000124.
Agreed by
National Bank of
Republic of Tatarstan of the
Central bank of the Russian
Federation vice-chairman
_______ Gilmutdinova N.G.
L.S.
«___» ____________ 2007 y.
Articles of
Joint-stock commercial bank
“AK Bars”
(open joint-stock company)
“АК BARS” BANK JSC
Approved by
General shareholders meeting
Minutes № no number
dated 31 May 2007
Kazan
2007
Articles of «АК BARS» BANK JSC
Chapter 1. General provisions
1.1. “АК BARS” joint-stock commercial bank (joint-stock company), referred hereinafter as
the “Bank” is a credit institution, incorporated by the decision of the founders in the form of closed
joint-stock company (Minutes №1 dated 30 August 1993).
The Bank is registered by the Central Bank of the Russian Federation on 29 November, 1993.
Registration number 2590.
By the decision of the General shareholders meeting (Minutes № 2 dated 11 June 1997) the
name of legal entity's incorporation form was brought into the compliance with applicable legislation
and was determined as closed joint stock company.
By the decision of the General Bank shareholders meeting (Minutes № 3 dated 9 July 1997)
and by the decision of the General meeting of the shareholders of “Tatinfrabank” Commercial Bank
(Muinutes № 27 dated 2 June 1997), by the decision of joint General meeting of the Bank and
”Tatinfrabank” Commercial Bank’s shareholders (Minutes № 4 dated 9 July 1997) “Tatinfrabank”
Commercial Bank was affiliated to the Bank.
The Bank is the assignee of “Tatinfrabak” Commercial Bank for all liabilities of the last one
with regard to all its creditors and debtors, including the liabilities, disputed by the parties.
In accordance with the decision of the General meeting of Bank shareholders (Minutes № 6
dated 29 May 1998) the name of the Bank was altered as “Joint stock bank “AK BARS” (joint-stock
company).
By the decision of the general meeting of the Bank shareholders (Minutes №7 dated 30.06.99),
by the decision of general meeting of “Interkamabank” Limited Liability Commercial Bank’s
participants (Minutes №16 dated 30.06.99), by the decision of joint general meeting of Bank
shareholders and “Interkamabank” Limited Liability Commercial Bank’s participants (Minutes №8
dated 30.07.99) “Interkamabank” Limited Liability Commercial Bank was affiliated to the Bank.
The Bank is the assignee of “Interkamabank” Limited Liability Commercial Bank for all
liabilities of the last one with regard to all its creditors and debtors, including the liabilities, disputed
by the parties.
1.2. The firm (full official) name of the Bank is:
- in Russian: Акционерный коммерческий банк “АК БАРС” (открытое акционерное
общество).
- in English: "AK BARS" Joint-Stock Commercial Bank (Open Joint-Stock Company)
1.3. The abbreviated firm-name of the Bank is:
- in Russian: ОАО “АК БАРС” БАНК.
- in English: AK BARS Bank.
1.4. the Bank has the sole right to use its firm-name.
1.5. The Bank has a round blue stamp, contained its full firm-name in Russian, as well as firmname translation into Tatar, taxpayer's identification number and its location indication, stamps, blanks
with its firm-name and requisites, own emblem as well as the trademark, registered in the established
order and other means of visible identification.
1.6. The Bank enters into the banking system of the Russian Federation and it is governed by
the legislation of the Russian Federation, the legislation of the Republic of Tatarstan, statutory acts of
Bank of Russia as well as the present Articles.
1.7. The Bank is the legal body, it has solitary property, registered in independent balance.
The Bank acquires the status of legal body since its state registration by the authorized
federal executive body, which executes the state registration of the legal bodies on the basis
of the decision of the Bank of Russia. The report about Bank’s incorporation is published in printed
publication, assigned for the publication of data about the state registration of legal bodies, and in the
press.
1.8. The shareholders of the Bank can be legal and (or) natural persons.
1.9. The Bank is liable for it’s liabilities by all it’s property, it can acquire and carry out
property and non-property right, incur the bonds, be suitor and defendant.
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Articles of «АК BARS» BANK JSC
1.10. The Bank’s shareholders are not liable for Bank’s obligations and they take the risks,
related to its activities, within the value of their shares. The shareholders, who paid the shares
incompletely, take joint responsibility for Bank’s liabilities within unpaid part of the value of the
shares, which belong to them. The Bank is not responsible for the liabilities of the state and its bodies.
The state is not liable for their shareholders. The Bank is not liable for the obligations of the state and
its authorities. The sate is not liable for the obligations of the Bank with the exception of cases when
the state undertakes such obligations itself.
1.11. On the territory of the Russian Federation and/or outside the Bank has the right to
participate at its own discretion or jointly with other legal and natural persons in other commercial and
noncommercial organizations, banking groups in accordance with the current legislation of the Russian
Federation and/or the relevant foreign state.
1.12. The Bank has the right to open its affiliates, representative offices and internal structural
subdivisions in the established order. The Bank has the right to delegate in the established order to
affiliates and internal structural subdivisions the right to execute banking transactions and deals in the
extent, determined by the Central Bank of the Russian Federation and in accordance with the banking
transaction license, issued to the Bank.
The affiliate of the Bank has the right to open in the established order their internal structural
subdivisions and delegate them the right to execute banking transactions and bargains in accordance
with the banking transaction license, issued to the Bank.
The Bank can create in the established order the subsidiaries. The mutual relations between the
Bank and subsidiary are based in accordance either with the agreement, concluded between them, or
on the basis of provisions, contained in the Articles of the associated company.
1.13. The Bank is established without the limitation of period of activities and it carries out its
activities in accordance with the license of the Bank of Russia as well as other licenses in accordance
with the current legislation of the Russian Federation.
1.14. The legislative and executive authorities and the institutions of local governing don’t
have the right to interfere with the activities of the Bank with the exception of cases, provided by the
federal law.
1.15. The Bank can’t execute special commissions of executive authorities and the institutions
of local governing, execute transactions with budget funds in the order, established by the current
legislation.
Chapter 2. Bank’s location
2.1. The location of the Bank is determined by the constant location of its executive board and
the principal place of its activities.
Bank’s location address: Russian Federation, Republic of Tatarstan, Kazan, 1 Dekabristov str.
Postal address: Russian Federation, Republic of Tatarstan, Kazan, 1 Dekabristov str.
2.2. The location of the separate subdivisions of the Bank – affiliates:
1.
2.
3.
4.
5.
6.
7.
8.
9.
Affiliate in Aznakaevo
Affiliate in Almetevsk
Affiliate in Apastovo
Affiliate in Arsk
Affiliate in Bavli
Affiliate in Barnaul
Affiliate in Bugulma
Affiliate in Bua
Affiliate in Ekaterinburg
10.
11.
12.
13.
14.
Affiliate in Elabuga
Affiliate in Zainsk
West Siberian affiliate
Affiliate in Zelenodolsk
Affiliate in Izhevsk
21/8 Pushkin Street, Aznakaevo, 423300
94 Lenin Street, Almetevsk, 423450
2a Sovetskaya Street, Apastovo, 422350
7 Bolshaya Street, Arsk, 422010
44 Engels Street, Bavli, 423930
38 Profinterna Street, Barnaul, 6560002
6 M. Jalil Street, Bugulma, 423200
71 Vakhitov Street, Buinsk, 422400
68 Krasnoarmeyskaya Street, Ekaterinburg,
620026
52a Razvedchikov Street, Elabuga, 423600
37a Neftyanikov Street, Zainsk, 423520
24/1 Permyakov Street, Tyumen, 625013
5 Pervomayskaya Street, Zelenodolsk, 422520
171 Vorovskogo Street, Izhevsk, 426004
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Articles of «АК BARS» BANK JSC
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
Affiliate in Kazan
Affiliate in Krasnoyarsk
Affiliate in Kukmor
Affiliate in Leninogorsk
Affiliate in Mamadish
Affiliate in Mari El
Affiliate in Mendeleevo
Affiliate in Menzelinsk
Affiliate in Moscow
Affiliate in Naberezhnye Chelny
25.
26.
27.
28.
29.
30.
31.
32.
Affiliate in Nizhni Novgorod
“Interkama” affiliate in Nizhnekamsk
Affiliate in Novosibirsk
Affiliate in Nurlat
Affiliate in Omsk
Affiliate in Perm
Affiliate in Samara
North-western affiliate
33. Affiliate in Ulyanovsk
34. Ural Affiliate
35. Affiliate in Tolyatti
36. Affiliate in Cheboksari
37. Affiliate in Chistopol
8 Kremlevskaya Street, Kazan, 420111
117 Uritski Street, Krasnoyarsk, 660049
28a Lenin Street, Kukmor, 422110
8, 50 Let Pobedi Street, Leninogorsk, 423250
43 Domolazov Street, Mamadish, 422170
11 Uspenskaya Street, Ioshkar Ola, 424000
19 Fomina Street, Mendeleevsk, 423650
1/25 Iziskateley, Menzelinsk, 423700
24 Posledniy Street Side, Moscow, 103045
18 Studencheskaya Street, Naberezhnye Chelny,
423802
76 Osharskaya Street, Nizhni Novgorod, 603115
18 Baki Urmanche Street, Nizhnekamsk, 423581
7 Dmitrov Avenue, Novosibirsk, 630132
10 Shkolnaya Street, Nurlat, 423040
74a, 10 Let Oktyabrya Street, Omsk, 644070
41 Orjonikidze Street, Perm, 614000
3 Sportivnaya Street, Samara, 443030
2 Povarskoy Side Street, Saint Petersburg,
191025
21/19 Gagarin Street, Ulyanovsk, 432071
35 Kommuna Street, Chelyabinsk, 454091
138 Mira Street, Tolyatti, Samara region,
445035
3 Moscow Avenue, Cheboksari, 428018
33 Lenin Street, Chistopol, 422980
Chapter 3. Banking activities and other transactions.
3.1. The Bank has the right to execute the following banking transactions:
To attract natural and legal persons monetary funds into the deposits (demand deposits and
time deposits);
To place the attracted funds sui juris and at own expense, stated in the foregoing paragraph of
the present clause;
To open and maintain banking accounts for natural and legal persons;
To calculate by order of natural and legal persons, including correspondent banks by order of
banking accounts;
To collect monetary funds, bills of credit, payment and settlement papers and to provide with
cash services natural and legal persons;
To purchase and sale foreign currency in cash and cashless forms;
To attract and place precious metals;
To issue bank undertakings;
To transfer monetary funds by the order of natural persons without opening banking accounts
(with the exception of postal orders);
The Bank has the right to execute the following deals except above mentioned banking
transactions:
To issue guarantees for the third persons, stipulated discharge of obligations in monetary form;
To accrue the legal claim from third parties to execute obligations in monetary form;
To exercise asset management of monetary funds and other property under the agreement with
natural and legal persons;
To execute transactions with precious metals and jewels in accordance with the legislation of
the Russian Federation;
The lease special apartments or located there vaults for documents and values storage for
natural and legal persons;
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Articles of «АК BARS» BANK JSC
Leasing transactions;
To provide with consulting and information service;
To carry out professional activity on equity market in the presence of relevant license.
The Bank has the right to execute other transactions in accordance with the legislation of the
Russian Federation.
All the mentioned banking operations and deals are executed in rubles and foreign currency in
the presence of relevant license of the Bank of Russia.
3.2. The Bank has the right:
- to get from the enterprises and organizations reports, balance sheets, other information and
documents that certify their solvency as well as the issued credits security, and to determine their
adequacy independently;
- to participate in other legal bodies (including legal bodies with foreign investments
participation), in banking groups and banking holdings;
- to represent by proxy the interests of the third parties for the Bank’s transactions on the trust
management of monetary funds and any property of the third persons;
- to request data about project solutions appraisal that are expected to realize with the Bank’s
participation;
- to apply to arbitration tribunal with the application of commencement of proceedings in the
case of insolvency (bankruptcy) with respect to debtors, who don’t execute their obligations for offset
of the debt in the order, established by the federal laws;
- to determine independently the interest rates and the extent of commission charge for
operations and the service, excepting those regulated by the Central Bank of the Russian Federation.
3.3. The Bank has all the rights of the legal person in accordance with the current legislation.
The Bank does not have the right to be engaged in production, trading and insurance activities.
3.4. In order to execute the monetary funds operations and keeping the Bank opens the correspondent
account in the cash processing centre of the National Bank of the Republic of Tatarstan and
correspondent accounts in other banks, including in foreign banks after relevant licenses receipt.
Chapter 4. Bank’s authorized capital
4.1. The authorized capital of the Bank is 19 215 396 326 (nineteen billion and two hundred
fifteen million and three hundred ninety six thousand and three hundred twenty six) rubles and it is
segregated into 19 215 396 326 (nineteen billion and two hundred fifteen million and three hundred
ninety six thousand and three hundred twenty six) nominal common shares of nominal cost at 1 (one)
rube for each share.
Bank’s authorized capital consists of nominal cost of shares, acquired by the shareholders.
Bank’s authorized capital determines the minimal property value of the Bank that guarantees the
creditors concern.
4.2. For authorized capital formation there can’t be used as it follows:
raised monetary funds;
federal budgetary and state extrabudgetary funds, uncommitted funds and other ownership
facilities, that under the jurisdiction of federal government authorities with the exception of cases,
stated by federal laws;
other property, that is prohibited to transfer into the authorized capital by the existing
legislation.
4.3. The authorized capital of the Bank can be increased by the shares nominal cost increase or
supplementary shares placement.
A decision to increase the authorized capital of the Bank by the means of shares nominal cost
increase should be made by the General shareholders meeting.
A decision to increase the authorized capital of the Bank by the means of supplementary shares
placement in accordance with the present Articles should be made by the General shareholders
meeting or the Bank Board of directors.
It is allowed for the Bank to take a decision to increase its authorized capital only after
registration of the previous authorized capital value change.
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Articles of «АК BARS» BANK JSC
The supplementary shares can be placed by the Bank only within the limits of the stated shares
quantity, established by the present Articles. The decision to increase the authorized capital of the
Bank by the means of supplementary common shares placement and preference shares placement of
each type within the limits of stated shares quantity of this category (type) includes determination of
the quantity of supplementary placed shares and preference shares of each type within the limit of
stated shares of this category (type), the way of placement, price on the supplementary subscribed
shares placement or the order of the price definition, including the placement price or the order of
supplementary shares price placement definition by the shareholders, who have the right of priority to
acquire outstanding shares, method of payment for supplementary shares, placed by the means of
subscription as well as other placement terms can be defined.
The increasing of Bank’s authorized capital by the means of supplementary shares placement
can be accomplished due to Bank’s property.
The increasing of authorized capital by the means of nominal shares amount is accomplished
only due to Bank’s property.
The sum of the Bank’s authorized capital due to the Bank’s property shouldn’t exceed the
difference between the net wealth amount of the Bank and the sum of authorized capital and surplus
fund of the Bank.
If the authorized capital of the Bank increases due to its property by the means of
supplementary shares placement these shares are distributed among all the shareholders. At the same
time the shares are distributed to each shareholder of the same category (type) as the shares that belong
to him, in proportion to the quantity of the shares that belong to him. It is not allowed to increase the
authorized capital of the Bank due to its property by the means of supplementary shares placement that
results in fractional shares.
It is not allowed to increase authorized capital for incurred losses compensation.
4.4. The authorized capital of the Bank can be reduced by the means of nominal shares cost
reduction or its total amount reduction, including acquiring of the part of shares in cases, stipulated by
the Federal Law “ About joint-stock companies”. It is admitted to reduce the authorized capital by the
way of acquisition and redemption of the part of the shares.
A decision to reduce the authorized capital of the Bank by nominal shares amount reduction or
by the ways of part of shares acquisition by the Bank in order to reduce its total amount reduction
should be made by the General shareholders meeting.
Within 30 days since the date of taking decision about the authorized capital reduction the
Bank undertakes to inform its creditors in the written form about the authorized capital reduction and
about new authorized capital’s extent as well as to publish the report about the decision taken in the
print, provided for legal persons state registration data publication.
The General shareholders meeting is obliged to take a decision about authorized capital
reduction and the redemption of the shares, entered into the property of the Bank in cases, stated by
this Articles and the existing legislation, and that were not realized in the course of year since the date
they entered into the property of the Bank. If the amount of internal funds (capital) of the Bank turns
out to be less than the amount of the authorized capital the Bank undertakes to bring to conformity the
amount of the authorized capital and the amount of the internal funds (capital).
The Bank undertakes to take a decision about liquidation, if the amount of the internal funds
(capital) of the Bank on completion of the second and each following financial year becomes less than
minimal amount of the authorized capital, stated in the Federal law “About joint stock companies".
The Bank can’t reduce it’s authorized capital, if as a result of reduction its amount will become
less than minimal amount of the authorized capital, stated in accordance with the Federal law “About
joint stock companies” at the date of documents provision for the state registration of relevant
alteration in the Articles, and in case of obligatory authorized capital reduction at the date of state
registration of the Bank.
4.5. The legal or natural person, or the group of legal and (or) natural persons, bound by the
agreement, or the group of legal persons, that are affiliates or dependent to each other, and that
acquire in case of one or several deals more than 1 percent of the shares of the Bank they undertake to
inform the Bank of Russia; and more than 20 percent-undertake to obtain the preliminary consent of
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Articles of «АК BARS» BANK JSC
the Bank of Russia, and in cases, provided by the law to inform or obtain the preliminary consent of
antimonopoly body.
4.6. It is not allowed to relive the shareholder from the liability to pay the shares of the Bank,
including such liability relief by the means of offset to the Bank.
Chapter 5. The shares of the Bank
5.1. All the shares of the Bank are nominal. The Bank places the ordinary shares as well as it
has the right to place the preference shares of one or several types. The nominal cost of the outstanding
preference shares shouldn’t exceed 25 percent of the authorized capital of the Bank.
The nominal cost of one ordinary nominal share of the Bank is 1 (one) ruble, the quantity is
19 215 396 326 (nineteen billion and two hundred fifteen million and three hundred ninety six
thousand and three hundred twenty six) pieces. The form of issue is non-documentary. One ordinary
share gives one vote. All the shares of the Bank are outstanding.
5.2. The Bank has the right to place stated shares in the established order in addition to the
outstanding shares.
The ordinary stated shares provide the same rights as the ordinary outstanding nominal shares
of the previous issue.
The limit quantity of the ordinary stated shares is 18 800 000 000 (eighteen billion and eight
hundred million) shares of non-documentary form of issue at nominal cost of 1 (one) ruble for each
share.
5.3. Supplementary shares and other emissive securities of the Bank, placed by the way of
subscription, are placed on the assumption of full payment.
Supplementary shares, placed by the means of subscription, can be paid in cash or by other
property in accordance with the current legislation. The form of Bank’s supplementary shares payment
is determined by the decision about its placement.
Other emissive securities can be paid only in cash.
The period within of it the shares are acquired can’t be less than 30 days.
If the supplementary shares of the Bank are paid by non-monetary funds, pecuniary valuation
of the property is accomplished by the Bank Board of directors in the order, established by the
legislation.
If the supplementary shares are paid by the non-monetary funds, independent appraiser should
be assigned to determine the market value, if another provision is not set by the law “About joint stock
companies”. Property pecuniary valuation, determined by the Bank Board of directors can’t be higher
than the value, determined by the independent appraiser.
5.4. The Bank has the right to convert its issued emissive securities from one kind (type) into
another kind (type), if such converting doesn’t contradict the current legislation and the present
Articles. The converting of the ordinary shares into the preference shares, obligations and other
securities is not allowed. The converting of the preference shares into the obligations and other
securities is not allowed with the exception of the shares.
5.5. The supplementary shares can be placed by the Bank only within the quantity of stated
shares, determined by the present Articles.
5.6. The acquired and redeem shares are placed before its redemption in accordance with the
Federal law “About joint-stock companies”.
The treasury shares as well as the shares, purchased in other cases, stated by this Articles and
the Federal law “About joint-stock companies”, with the exception of the shares, purchased in the case
of Bank reorganization and the shares, purchased by the Bank on the basis of decision of General
shareholders meeting about Bank’s authorized capital reduction by the means of shares acquisition for
their total amount reduction purposes, are placed at the disposal of the last one. Such shares don’t
provide the voting right and they are not taken into account during the counting of votes, and the
dividends are not distributed. The designated shares should be realized not later one year since the date
of their purchasing by the Bank; otherwise the General shareholders meeting should take a decision
abut the reduction of Bank’s authorized capital by the way of this shares redemption.
The shares, purchased by the Bank in case of reorganization, are redeemed under its
redemption.
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Articles of «АК BARS» BANK JSC
Chapter 6. The rights of shareholders
6.1. The shareholders – holders of ordinary shares have the right:
to participate in the General shareholders meeting with the voting right regarding all the issues
on the agenda;
to obtain the dividends;
to obtain the part of the property of the Bank in case of its liquidation;
to have other rights, stated by the current legislation.
6.2. The rights of the shareholders – the holders of the preference shares depend on the measure
of rights, presented for each of the type. The preference shares of the Bank within one type provide the
shareholders – their holders the equal measure of rights and they have the same nominal value.
6.3. The shareholders – the owners of the preference shares of the Bank don’t have the voting
right at the General shareholders meeting, save the cases, stated in this clause.
The shareholders – the owners of the preference shares of the Bank have the right to obtain the
dividend and the sum, paid under the liquidation of the Bank (liquidating value). The amount of
dividend and (or) liquidating value of the preference shares comprise 100% (one hundred percent) of
the nominal value of the preference shares.
The owners of the preference shares participate at the General shareholders meeting with the
voting right for the decision of issues on reorganization or liquidation of the Bank.
The shareholders – the owners of the preference shares of the concrete type accrue a voting
right at the General shareholders meeting for the decision of issues on alteration and supplements into
the present Articles, restrained the rights of the shareholders – the owners of the preference shares of
this type, including the cases of dividend determination or dividend increase and (or) the determination
or increase of the liquidation value, paid for the preference share of the previous turn as well as the
providing to the shareholders – the holders of the voting shares of another type of the payment order
preference for dividend and (or) the liquidation value of the shares. The decision about such alteration
and supplements is considered to be taken if not less than three third of the shareholders – the owners
of the voting shares, participated at the General shareholders meeting, voted with the exception of the
votes of the shareholders – the owners of the preference shares with the respect to them the rights are
not restricted, and three-third of the votes of all the shareholders – the owners of the preference shares
of each type, in respect to them the rights are not restricted.
6.4. The shareholders – the owners of the voting shares of the Bank have the right to demand
redemption of shares. This applies to the shareholders – the owners of the voting shares of the Bank,
owned the right to participate at the General shareholders meeting on agenda that covers issues with
the respect of them the voting can entail the accrued right to demand the redemption of the shares.
The Bank informs the shareholders about their right availability to demand the redemption of the
shares, which belong to them, about the price and the established order of redemption.
The shares are redeemed by the written notice of the shareholder with the indication of the
place of shareholder residence (location) and the amount of redeemed shares.
The demands of the shareholders about the redemption of the shares should be made to the
Bank not later than 45 days since the date of relevant decision taken by the General shareholders
meeting. The shares are redeemed within 30 days after the termination of the period, within it the
relevant claims for redemption.
The shares are redeemed by the Bank at the price, indicated at the report about General
shareholders meeting, with the agenda that covers issues of which the voting can entail the right to
claim the redemption of the shares by the Bank.
The total amount of the funds, transferred by the Bank into the redemption of the shares,
should not exceed 10 percent of the amount of the net assets at the date of decision, that entailed the
right of the shareholder to claim the redemption of the shares by the Bank, owned to them. If the total
amount of the shares in respect of which the redemption is claimed exceed the amount of the shares,
which can be redeemed by the Bank taking in account restriction, set by this paragraph, the shares are
redeemed out of the shareholders in proportion of the declared claims.
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Articles of «АК BARS» BANK JSC
The shares are redeemed by the Bank at the price, determined by the Board of directors, but
not less than market value, that can be determined by independent appraiser without taking into the
account of it’s alteration as a result of Bank’s actions, entailed the origin of the right to claim appraisal
and redemption of the shares.
6.5. The shareholders of the Bank have the prior right to acquire the supplement shares, placed
by the means of the public subscription, and emissive securities, converted into the shares in the extent
that is proportionate to the amount of their owned shares of this category (type).
The shareholders of the Bank, who voted against or did not participate in the voting for the
issue on the placement of the shares by the closed subscription and emissive securities, converted into
the shares, have the prior right to acquire the supplement shares and the emissive securities placed by
the closed subscription in the extent in the proportion of the amount of their owned shares of this
category (type).
The specified right does not cover the placement of shares and other emissive securities, converted into
the shares, carried out by the closed subscription only among the shareholders, if at the same time the
shareholders have the possibility to purchase the integer amount of the outstanding shares or other
emissive securities, converted into the shares, in proportion to the amount of their owned shares of the
relevant category (type).
The person who has the prior right to acquire the supplement shares and emissive securities,
converted into the shares, may execute its prior right entirely or partly by the means of presenting to
the Bank written application about the acquiring of the shares and emissive securities, converted into
the shares and the document about the payment of acquired shares and the emissive securities,
converted into the shares. The application should contain the name (title) of the shareholder, place of
residence (location) and the amount of the securities, acquired by him.
If the decision that acts as the reason for placement of the supplement shares provides for nonmonetary funds payment, the persons who execute the prior right of acquiring may at their own
discretion to pay in cash.
The Bank does not have the right to place supplement shares and emissive securities, converted
into the shares before priority right termination date to the persons who don’t have prior right for
acquiring.
6.6. The shareholder of the Bank has the right to expropriate his owned shares to the third
persons without consent of other shareholders of the Bank.
Chapter 7. Bank’s shares and other emissive securities placement.
7.1. The Bank establishes the order of their shares placement and other emissive securities and
denotes it in its decision about the issue and offering prospectus in accordance with the current
legislation.
7.2. The Bank has the right to execute the placement of the supplement shares and other
emissive securities by the means of subscription and converting. In case of Bank’s authorized capital
increase due to its property, the Bank should place supplement shares by the distribution among the
shareholders.
7.3. The Bank has the right to execute the public subscription for its issued shares and emissive
securities, converted into the shares. The Bank may also execute closed subscription for its issued
shares and emissive securities, converted into the shares with the exception of the cases when the
possibility of closed subscription is restricted by the current legislation.
7.4. The supplement shares of the Bank, placed by the means of the subscription, is paid at the
price, determined by the Board of directors on the assumption of their market value, but not less than
its nominal value. For the determination of Bank’s supplement shares market value, placed by the
means of subscription an independent appraiser can be assigned. Another Bank’s emissive securities,
placed by the means of the subscription, are paid at the price, determined by the Board of the directors
on the assumption of their market value, here emissive securities, converted into the shares, placed by
the means of subscription, are paid at the price that is not less than the nominal value of the shares, in
which such securities are converted.
7.5. The Bank is obliged to notice the persons, who have the prior right to acquire supplement
shares and emissive securities, converted into the shares of the Bank, about the possibility of executing
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such prior right in the order, set by the Federal law “About joint stock companies” for report of
General shareholders meeting holding.
The notice should contain the data about the amount of outstanding shares and emissive
securities, converted into the shares, about the price of their placement (including the price of its
placement or the order placement price determination by the Bank’s shareholders in case of executing
by them the prior right of acquiring), about the order of determination of the amount of securities, that
can be acquired by each person, who has the prior right to acquire them, about the order of which the
claims of such persons for acquiring shares and emissive securities, converted into the shares, should
be appealed to the Bank, about the period of prior right validity, that can’t be less than 45 days since
the submitting (delivery) or notice publication. The Bank does not have the right to place supplement
shares before the period termination and emissive securities, converted into the shares, to the persons,
not included in the list of persons, who have the prior right to acquire supplement shares and emissive
securities, converted into the shares.
Chapter 8. Shareholders register
8.1. The holder of the Bank’s shareholders register can be the Bank or professional participant
at equity market, that executes nominal securities holders register activities (hereinafter- registrator).
If in case when the amount of Bank’s shareholders will exceed 50, the Bank’s shareholders
register holder should be registrator.
8.2. The person, registered in the register of the Bank’s shareholders, undertakes to inform
promptly the holder of the Bank’s shareholders register about their personal data change. In case of
this data undelivering the Bank and the registrator doesn’t take any responsibility for caused losses as
a result of this.
8.3. The entry is recorded into the Bank’s shareholders register on request of the shareholder or
nominal shareholder not later than three days since the documents presentation, set by the legal acts of
the Russian Federation.
8.4. Disclaimer of the entry into the Bank’s shareholders register is not allowed with the
exception of the cases, provided by the legal acts of the Russian Federation. Disclaimer of the entry
into the Bank’s shareholders can be appealed.
Chapter 9. Bond and other Bank’s securities
9.1. The Bank can draw the bills of exchange, place the bonds as well as issue deposit, saving
certificates and other securities, including emissive ones in accordance with the legislation of the
Russian Federation.
9.2. The bonds and other emissive securities of the Bank can be placed by the decision of the
Bank Board of the directors that stipulates necessary provisions.
The bonds, converted into the shares and other emissive securities, converted into the shares,
should be placed by the decision of the Bank Board of directors.
9.3. The bond certifies the right of the holder to claim for bond payment (the payment of the
nominal value or the nominal value and interests) at stated time. The Bank places the bonds only after
full payment of the authorized capital.
9.4. The nominal value of the bond, kind (registered, for bearer), the form of issue
(documentary, non-documentary), maturity date (bullet repayment or payment at series at specified
time), the form of payment (monetary or other property), kind of securing (with the indication of the
concrete property), possibility of converting, the possibility of advanced repayment and other
conditions are determined by the concrete bonds issue decision. The nominal value of all the bonds,
issued by the Bank, shouldn’t exceed the extent of the Bank’s authorized capital or the amount of
security, provided to the Bank by third persons for bonds issue purposes.
9.5. The Bank doesn’t have the right to place the bonds and other emissive securities,
converted into the shares of the Bank, if the amount of stated shares of the Bank of the specified
categories and types is less than the amount of the shares of this categories and types, with the respect
of them such securities provide the right to acquire them.
9.6. Lost bond is restored for payment, the amount of which is determined by the
Administration of the Bank. The bond for bearer in case of loss is restored judicially.
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Chapter 10. Bank’s profit distribution
10.1. The Bank has the full economic independence regarding the issues on distribution of the
net profit.
10.2. The balance sheet and net profit of the Bank is determined in the order, stated by the
current legislation. From the balance sheet profit the relevant taxes are paid out and other compulsory
payments are paid into the budget and off-budget funds as well as the expenses are incurred before
taxation according to the current legislation. The net profit of the Bank (after discharge of tax,
compulsory payments and incurred expenses before taxation) remains at the disposal of the Bank, by
the decision of the General shareholders meeting it is transferred into the reserves, transferred for other
Bank’s funds formation, it is distributed between the shareholders in the form of the dividends or
transferred for other purposes in accordance with the current legislation and internal documents of the
Bank.
10.3. The company may take decisions (declare) about the payment of dividends for placed
shares according to the results of the first quarter, half year, nine months of the financial year, if
another is not determined by the Federal law “About joint stock companies”. The decision about the
payment (declaring) according to the results of the first quarter, half year, nine months of the financial
year, can be taken within three months after the relevant period termination.
The decisions about the dividends payment (declaring), including the decisions about the
amount of the dividend and form of its payment for the shares of each category (type) are taken by the
General shareholders meeting. The amount of the dividends can’t be more than the amount,
recommended by the Bank’s Board of directors.
The source of the dividends payment is the profit of the Bank after taxation (net profit of the
Bank). The net profit of the Bank is determined according to the Bank’s accounting data. The
dividends for the preference shares of the certain type can also be paid by due to special Bank’s funds,
formed earlier for such purposes.
The dividends are paid in the rubles.
Payment period and order for dividends are determined by the decision of the dividends
payment, taken by the Bank’s General shareholders meeting.
The Bank doesn’t have the right to take decision (declare) about the dividend payment for shares:
- before full payment of the authorized capital;
- if at the day of such decision taken the Bank meets the criteria of insolvency (bankruptcy) or
the indicated signs will appear as a result of the payment of dividends;
- if at the day of such decision taken the value of net assets is less than its authorized capital,
reserve fund and surplus of the nominal value, determined by the present Articles, the liquidation value
of the placed preference shares or will become less its value as a result of such decision taken;
- before the redemption of all the shares, which can be redeemed in cases, stipulated by the
clause 6.4 of this Articles;
- in another cases, stipulated by the federal laws.
The dividends are not paid for the shares, which are not outstanding on the balance of the
Bank.
The Bank determines the value of the dividends without taking taxes into account. The
dividends are paid to the shareholders with the deduction of the relevant tax. The interest for unpaid or
uncollected dividends is not charged.
The Bank does not have the right to pay the declared dividends for the shares:
- if at the date of payment the Bank satisfies the criteria of the insolvency (bankruptcy) in
accordance with the law of the Russian Federation about the insolvency (bankruptcy) or if the Bank
will have the specified criteria as a result of dividends payment;
- if at the payment date the value of net assets is less than the sum of its authorized capital,
reserve fund and the surplus of nominal value, determined by the present Articles, liquidation value of
the placed preference shares ore will be less than the specified amount as a result of dividends
payment;
- in any cases, stipulated by the federal laws.
On suspension of the circumstances, stipulated by the clause, the Bank undertakes to pay to the
shareholders the declared dividends.
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10.4. The Bank forms the reserve fund in accordance with the current legislation. The value of
the reserve fund of the Bank comprises 5 percent of the net profit before the value achievement,
stipulated by the present clause. For this purposes the Bank allots to the reserve fund 5 percent of the
net profit before the value achievement, stipulated by the present clause. The reserve fund of the Bank
is intended for covering Bank’s losses as well as for retirement of the Bank’s bonds and the
redemption of the shares in case of lack of other funds. The reserve fund can’t be used for other
purposes.
10.5. From the net profit of the Bank the shareholding fund can be formed. Its funds are spent
exceptionally for the next placement among the employees of the Bank.
10.6. The Bank has the right to form another funds in accordance with the current legislation
and internal regulations of the Bank.
10.7. The Bank is obliged to provide in proper time to the authorities documents and
information that is necessary for the check of calculation accuracy and discharge of tax and
compulsory payments, to pay the taxes and compulsory payments in proper time in the order and the
extent, determined by the legislation.
Chapter 11. Credit resources of the Bank
11.1. Bank credit resources are formed for the account of:
Capital base of the Bank (excepting the cost of its purchased fixed assets, investments in
stockholding of banks and other legal persons or other funds);
The funds of legal persons on Bank’s accounts, including the funds, raised in the form of
deposits;
the deposits of natural persons, raised for specified period and poste restante;
credits, obtained in other banks;
other raised funds.
11.2. As the resources for crediting purposes it can be used the profit of the Bank, not allocated
within the financial year.
Chapter 12. Concern of clients ensuring
12.1. The Bank ensures the safety of the monetary funds and other values, committed to it by
its clients and the correspondents. Its safety is guarantied by all the moveable and immoveable
property of the Bank, monetary funds and reserves, established in accordance with the current
legislation and the present Articles as well as executed by the Bank in the order, established by the
Central Bank of the Russian Federation, the measures to provide the stability of the financial position
of the Bank.
12.2. The Bank constantly supports the ready to execute promptly and entirely the liabilities,
taken by the regulating the structure of its balance in accordance with the compulsory norms, set by the
Bank and stipulated by the current legislation for the credit organizations.
12.3. The Bank deposits at the Central Bank of the Russian Federation in the established value
and order the part of the raised funds into the required reserve, pays the insurance fees into the fund of
the compulsory deposits insurance as well as forms the reserve funds in accordance with the federal
laws, rules and the standards of the Bank of Russia.
12.4. The monetary funds and other values of the legal and natural persons on the accounts, in
the deposits or in custody can be arrested or levied only in the cases and in the order, established by
the federal laws.
12.5. The Bank guaranties the security of operations, accounts and the deposits of its clients
and the correspondents. All the bank clerks are obliged to keep the secrecy of the transactions,
accounts or the deposits of the Bank’s clients and its respondents as well as the commercial secret of
the Bank.
The data list that has the commercial secret of the Bank is set subject to the legislation of the
Russian Federation on the basis of the internal statutory acts.
12.6. The Bank guarantees the secrecy of the transactions, accounts and the deposits of its
clients and the correspondents. All the bank clerks are obliged to keep the secrecy about the
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transactions, accounts and the deposits of its clients and the correspondents, as well as other data,
stipulated by the Bank, if this does not contradict to the federal law.
The references for the transactions and the accounts of the legal persons and the citizens, that
execute the entrepreneurial business without the incorporation of the legal body, are issued by the
Bank to the legal bodies and the citizens, the courts and the arbitration, to the custom authorities of the
Russian Federation in the cases, stipulated by the legal acts of its activities, and in consent of the
attorney – to the bodies of prejudicial inquiry for the case in proceedings.
In accordance with the legislation of the Russian Federation the references for transactions and
the accounts of legal bodies and the citizens, that execute the entrepreneur activities without the
incorporation of the legal body, are issued by the Bank to the authorities of the internal affairs under
the execution of the functions for identification, prevention and the suppression of tax crimes.
The references for the transactions and the deposits of the natural persons are issued by the
Bank to them, to the courts, organization, executed the functions for compulsory deposits insurance in
case of insured accidents occurrences, stipulated by the federal law about the insurance of the deposits
of the natural persons in he banks of the Russian Federation, and in the presence of the attorney
consent – to the preliminary investigation bodies for proceedings.
The references for the accounts and the deposits in case of the death of their owners are issued
by the Bank to the persons, set by the owner of the account or the deposit in the testamentary
disposition, made by the credit organization to the notary offices for the proceedings about the deposits
of the dead depositors and concerning the accounts of the foreign citizens – to the foreign consular
offices.
The information about the transactions of the judicial persons, citizens, executed the
entrepreneur activities without the incorporation of the legal person, and the natural persons are
presented by the Bank to the authorized body, taken the measures for the counteraction of the money
legalization (laundering), obtained by the criminal way in cases, in the order and the extent, stipulated
by the Federal law “About legalization (laundering) of the revenue, collected by the criminal way”.
The information about the transactions of the legal persons, citizens, executed the entrepreneur
activities without the incorporation of the legal person and the natural persons by their approbation are
transferred by the Bank in the order to form the credit stories into the bureau of the credit stories in the
order and on the terms, stipulated by the agreement, concluded in the bureau of the credit stories in
accordance with the Federal law “About the credit stories”.
The Bank provides the data about the transactions and accounts (deposits) of their clients to the
authorized bodies and persons in accordance with the federal law.
12.7. All the authorized persons and the Bank clerks, its shareholders and their representatives,
the auditors are obliged to keep the secrecy carefully about the transactions, accounts and the deposits
of the Bank’s clients and its correspondents as well as the commercial secrecy of the Bank.
The list of information, that contains the commercial secrecy of the Bank, is determined by the
board in accordance with the current legislation.
12.8. The information, framed, acquired, cumulative, in the course of the Bank’s activities as
well as other information of the Bank, placed on the paper, magnet and other kinds of the data carrier
and referred by the Board of the Bank to the commercial secrecy is not subject to the selling, transfer,
copying, reproduction, other distribution and replication in any form without the consent of the Board
of the Bank or the officials, authorized by the Board of the Bank.
The order of the work with the information, referred to the commercial secrecy of the Bank, the
responsibility for the breach of the order with it is set by the Board of the Bank.
12.9. The information about the transactions of the legal persons, citizens, executed the
entrepreneur activities without the incorporation of the legal person and the natural persons is
transferred by the Bank into the authorized body, that executes the measures for the counteraction of
the money legalization (laundering), obtained by the criminal way in cases, in the order and the extent,
stipulated by the Federal law “About legalization (laundering) of the revenue, collected by the criminal
way the terrorism financing.”
12.10. In accordance with the legislation of the Russian Federation the references for the
transactions and the accounts of the legal bodies and the citizens, executed the entrepreneur activity
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without the incorporation of the legal body, are issued by the Bank to the internal affairs agencies
during it’s executing the functions for exposure, notification and suppression of crime.
12.11. The information about the transactions of the legal bodies, the citizens, executed the
entrepreneur activities without the incorporation of the legal body and natural persons by their
approbation are given by the credit organizations in order to form the credit stories to the bureau of the
credit stories in the order and on the terms, stipulated by the agreement, entered with the bureau of the
credit stories in accordance with the Federal law “About the credit stories”.
Chapter 13. Bank discount and accounting
13.1. The accounting in Bank is executed in accordance with the rules, stated by the Central
Bank of the Russian Federation..
The Bank carries out statistical and other accounting in the order, established by the legislation
of the Russian Federation.
13.2. The Bank publishes data, related to the securities, emitted by it, in the extent, time
constraints and in the order, established by the existing legislation and relevant directions of Bank of
Russia.
13.3. The final results of the Bank’s activities are represented in monthly, quarter and annual
accounting balance sheets, income statements, profit and loss statements as well as annual report,
granted to the Central Bank of the Russian Federation at its stated time.
13.4. Banking annual report, annual accounts, including profit and loss statements (loss and
gain accounts) are approved on the basis of results after revision and auditing by the General
shareholders meeting and are subject to publishing.
13.5. The financial year of the Bank begins on 1 January and ends on 31 December.
13.6. The Bank for the purpose of state, social, economic and taxation policy provides safe
keeping, putting in proper order long-term storage and use of statements (references issue on legal and
natural persons) subject to personal data. In case of Bank’s liquidation the statements about its
personnel data are submitted to the state keeping.
Statements list and terms of keeping are determined in compliance with legal acts of the Russian
Federation as well as on the base of banking nomenclature, drawn up in accordance with the
requirements of the Federal archival agency. Statements extermination is allowed only after checking
of normative keeping period termination and on the basis of duly drawn up and approved certificate of
unserviceability.
Chapter 14. Regulatory bodies of Bank. General shareholders’ meeting
14.1. The regulatory bodies of the Bank are:
General shareholders’ meeting;
Board of directors;
collegial executive body – Bank Management Board;
sole executive body – Chairman of Board of the Bank.
14.2. General meeting of the Bank shareholders is a superior regulator body of the Bank.
The following questions are related to the competence of General shareholders’ meeting:
1) insertion of the changes and additions into the present Articles or approving the Articles of
the Bank in a new edition;
2) reorganization of the Bank;
3) liquidation of the Bank, assignment of a liquidation commission and approval of an
intermediate liquidation balance-sheet and a final one;
4) determination of a quantitative composition of Board of Bank directors, election of its
members and early termination of their powers;
5) determination of a quantity, a nominal value, a category (type) of the authorized shares and
rights being provided by these shares;
6) increase of the Bank authorized capital by means of increasing a nominal value of the
shares;
7) placement of the additional shares (issue securities being converted into shares) by means of
private offering;
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8) placement of ordinary shares reaching more than 25 per cent of ordinary shares having
placed before by means of public offering;
9) placement of issue securities being converted into ordinary shares, which can be converted
into ordinary share reaching more than 25 percent of ordinary shares having placed before by means of
public offering;
10) decrease of the Bank authorized capital by means of decreasing a nominal value of the
shares, by means of purchasing a part of the shared by the Bank for the purpose of reduction of their
total amount, as well as by means of retirement of shares purchased or bought back by the Bank;
11) election of the members of the Bank audit commission (audit) and early termination of
their powers;
12) approval of a Bank auditor;
13) approval of annual reports, annual accounting statements, including profit and loss reports
(profit and loss accounts) of the Bank, as well as distribution of profits (including dividend payouts
(announcement), except for profit distributed as dividends according to the results of the first
quarter, half year, nine months of a financial year) and losses of the Bank according to the results of
a financial year;
14) deciding an order of holding General shareholders’ meeting;
15) election of members of a counting board and early termination of their powers;
16) split and consolidation of the shares;
17) making decisions about approval of deals in effecting of which there is an interest in the
cases specified by the Federal law «About joint-stock companies»;
18) making decisions about approving major transactions in the cases specified by the clause
79 of the Federal law «About joint-stock companies;
19) purchasing outstanding shares by the Bank in the cases specified by the Federal law
«About joint-stock companies»;
20) making decisions about participation in the financial industrial groups, associations and
other corporations of commercial organizations;
21) ratifying the internal documents regulating the activity of the regulatory bodies and an
audit commission of the Bank;
22) solving other questions specified by the Federal law «About joint-stock companies»;
23) dividends pay-out (announcement) according to the results of the first quarter, half year, nine
months of a financial year.
The questions related to the competence of General shareholders’ meeting can not be
transferred to the executive bodies of the Bank for solving.
The questions related to the competence of General meeting of the Bank shareholders can not
be transferred to Board of the Bank director for solving, except for the questions specified by the
Federal law «About joint-stock companies».
General meeting of the Bank shareholders have no right to consider and make decisions
regarding the question not related to its competence by the Federal law «About joint-stock
companies».
14.3. General meetings of the shareholders can be annual and extraordinary. The Bank holds
General shareholders’ meeting annually on which annually the questions about election of Bank’s
Board of directors, an audit commission of the Bank, approval of an auditor of the Bank, approval of
the annual reports, annual accounting statements, including profit and loss reports (gains and loss
accounts) of the Bank, as well as distribution of profits, including dividend payouts (announcement) (or
nonpayment), and losses of the Bank according to the results of the financial year are solved, some
other questions related to the competence of General shareholders’ meeting can also be solved.
Annual General shareholders’ meeting is held not earlier than in two months and not later than
in six months after finishing a financial year of the Bank.
A decision of General meeting can be taken without holding a meeting (presence of the
shareholders all together for discussing the questions of agenda and taking decisions regarding the
questions put to vote) by means of holding an absent voting. General shareholders’ meeting, agenda of
which includes the question about election of Bank’s Board of directors, an audit commission and
counting board of the Bank, approval of an auditor of the Bank, approval of annual reports , annual
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accounting statements, including profit and loss reports (gains and loss accounts) of the Bank, as well as
distribution of profits, including dividend payouts (announcement) (or nonpayment), and losses of the
Bank according to the results of the financial year, can not be held in a form of an absent voting.
14.4. Extraordinary General shareholders’ meeting is held by the decision of Bank’s Board of
directors on the base of its own initiative, requirements of an audit commission of the Bank, an
auditor, as well as a stock-holder (shareholders), being an owner of not less than 10 per cent voting
shares of the Bank on the date of making claims.
14.5. The Chairman of Board presides at General shareholders’ meeting.
14.6. A list of people having a right to participate in General shareholders’ meeting is made for
taking part in General meeting. A list of people having a right to participate in General shareholders’
meeting includes each person’s name (title), the information necessary for his/her identification, the
information about quantity and category (type) of shares according to which he/she has a right to vote,
post address in the Russian Federation according to which a notification about holding General
shareholders’ meeting, bulletins for voting, in case if voting supposes sending bulletins for voting, and
a report about the results of voting should be sent.
14.7. A notification about holding General shareholders’ meeting should be sent to each person
indicated in a list of people having a right to participate in General shareholders’ meeting by means of
a registered letter, or handed over to each of the indicated person against signature, or published in a
republican newspaper «Time and money» not later than 30 days before the date of its holding, unless a
longer term is specified by the legislation.
14.8. The shareholders (stock-holder) being owner of not less than 2 percent of voting shares of
the Bank in total have a right to introduce questions in an agenda of annual General shareholders’
meeting and propose candidates for Bank’s Board of directors, a collegial executive body of the Bank,
an audit commission and a counting commission of the Bank, a number of which can not exceed a
numerical strength of a relevant body, as well as a candidate for a position of a sole executive body of
the Bank. Such offers should be made to the Bank not later than 45 days after finishing a financial
year. The Bank Board of directors is obliged to consider offers and make a decision about including
them into an agenda of General meeting or about refusing it within the time-limit of not later than five
days after finishing the term specified in the present subparagraph. A decision of the Bank’s Head of
directors about refusing to include the questions into an agenda of General shareholders’ meeting or a
candidate into a list of the candidates for voting to be elected into a relevant body of the Bank, as well
as avoiding from making a decision by the Banks’ Board of directors can be appealed to a court.
Apart from the questions offered by shareholders for being included into an agenda of General
shareholders’ meeting, as well as in the cases of an absence of such offers, absence or insufficient
number of the candidates offered by shareholders for forming a relevant body, the Bank Board of
directors has a right to include into an agenda of General shareholders’ meeting the questions or
candidates into a list of candidates at its discretion.
14.9. A shareholder can take part in voting both personally and via his own agent.
14.10. General meeting of shareholders is authorized (has a quorum), if the shareholders
owning in total more than a half of the votes of the Bank’s placed voting shares have taken part in it.
The shareholders having registered for taking part in General shareholders’ meeting and the
shareholders whose bulletins have been received not later than two days before the date of its holding
are considered to be having taken part in General shareholders’ meeting.
14.11. A decision of General shareholders’ meeting regarding the question raised for voting is
made by a majority of the shareholders’ votes – owners of the voting shares taking part in General
shareholders’ meeting, unless other is specified by the present Articles in accordance with the Federal
law «About joint-stock companies» for making a decision.
The decisions regarding the questions about inserting changes and additions into the Articles or
approving the Articles in a new edition, about reorganization and liquidation of the Bank, assigning a
liquidation commission and approving an intermediate liquidation balance-sheet and a final one,
determining a quantity, a nominal value, a category (type) of declared share and right being presented
by these shares, about purchasing placed shares by the Bank in the cases specified by the Federal law
«About joint-stock companies», about making large transactions, a subject of which is property a value
of which is more than 50 percent of the balance cost of the Bank assets, about placing shares (issue
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securities of the Bank being converted into shares) in the cases specified by subparagraphs 7, 8, 9 of a
paragraph 14.2. of the present Articles, are made by General shareholders’ meeting by the majority of
the shareholders’ votes of three quarters – owners of the voting shares taking part in General
shareholders’ meeting.
14.12. Counting of the votes at the General shareholders’ meeting regarding the question raised
for voting, in case of its solving the shareholders own a right to vote – owners of common and
preference shares of the Bank, is executed regarding all the voting share together, unless anything
different is specified by the Law «About joint-stock companies».
14.13. A counting commission is elected by annual General shareholders’ meeting to the
number of 3 people for the period of 3 years by a majority of the shareholders’ votes – owners of the
Bank voting shares taking part in a meeting. A counting commission acts in accordance with the
current legislation of the Russian Federation and the present Articles.
The members of Board of directors, the members of Audit commission, the members of
Management Board, Chairman of Management Board as well as the persons being proposed as
candidates for these positions can not form a Counting commission.
In case if a term of powers of a counting commission is expired or a number of its members has
become less than three, as well as in a case less than three members of a counting commission has
come to fulfill their duties, a registrar can be called for fulfilling the functions of a counting
commission.
A counting commission controls powers and registers the persons taking part in General
shareholders’ meeting, determines a quorum of General shareholders’ meeting, explains the questions
raised in connection with implementation of a voting right by shareholders (their agents) on a general
meeting, explains an order of voting regarding the questions introduced for voting, provides an
established order of voting and a right of shareholders to take part in voting, counts votes and sums up
the results of voting, makes protocols about the results of voting, passed the bulletins for voting into
the archive.
14.14. When there is no quorum for holding an annual General shareholders’ meeting a
repeated General shareholders’ meeting should be held with the same agenda. When there is no
quorum for holding an extraordinary General shareholders’ meeting a repeated General shareholders’
meeting can be held with the same agenda.
A repeated General shareholders’ meeting is authorized (has a quorum), if the shareholders
owning in total not less than 30 percent of the votes of the Bank placed voting shares have taken part
in it.
14.15. The decisions made by General shareholders’ meeting as well as the results of voting are
announced on General shareholders’ meeting, in the course of which voting was held, or brought to
notice of the persons included into a list of persons having a right to take part in General shareholders’
meeting not later than 10 days after making a protocol about the results of voting in a form of a report
about the results of voting in an order specified for announcing about holding General shareholders’
meeting.
14.16. A shareholder of the Bank has a right to appeal to a court a decision made by General
shareholders’ meeting with a violating the requirements of the Federal law «About joint-stock
companies», other legal acts of the Russian Federation, the Articles of the Bank in case if he did not
take part in General shareholders’ meeting or voted against making such a decision and moreover his
rights and legal interest are violated by an indicated decision.
14.17. The Bank Board of directors and Management board of the Bank carry out a control of
the way of executing the decisions of General shareholders’ meeting, unless anything different is not
specially specified in a protocol of General shareholders’ meeting.
14.18. The decisions of General shareholders’ meeting of the Bank are obligatory for executing
by all the shareholders, both those present and those not having taken part in a session of General
shareholders’ meeting, in a part concerning them.
Chapter 15. Bank’s Board of directors
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15.1. The Bank Board of directors carries a general management of the Bank’s activity in
accordance with the Federal law «About joint-stock companies», the present Articles and Regulations
for Board of directors, except for solution of the questions, referred to the competence of General
shareholders’ meeting.
15.2. The following questions are referred to the competence of the Bank Board of directors:
1) determining priority directions of the Bank’s activity;
2) calling an annual General shareholders’ meeting and an extraordinary one, except for the
cases when a decision about calling an extraordinary General shareholders’ meeting was not made by
the Bank Board of directors during the term specified by the law or a decision about refusal of calling
an extraordinary General shareholders’ meeting was made;
3) approving an agenda of General shareholders’ meeting;
4) determining a date of making a list of the persons having a right to take part in General
shareholders’ meeting, and other questions referred to the competence of the Bank Board of directors
connected with preparing and holding General shareholders’ meeting;
5) increasing the registered capital of the Bank by means of placing additional shares by the
Bank in the limit of the amount and categories (types) of declared shares, expect for the cases specified
by the clause 14.2 of the present Articles, including placing common shares by means of public
offering, reaching 25 and less percent of common shares having been placed before, as well as making
changes and additions in the Articles, connected with such increase of the registered capital, approving
prospectuses, reports about the results of issue of such shares;
6) making a decision about placing the issue securities being converted into common shares by
means of public opening, which can be converted into common shares, reaching 25 and less percent of
the common shares having been placed before, as well as making changes and additions in the Articles
of the Bank on the base of the given decision, approving prospectuses, reports about the results of
issue of such securities;
7) placing bonds and other securities by the Bank, except for the cases specified by the Federal
law «About joint-stock companies»; approving prospectuses and reports about the results of issue of
such securities;
8) determining the price (monetary value) of the property, offering price and repurchasing price
of emissive securities in the cases specified by the Federal law «About joint-stock companies»;
9) purchasing the shares placed by the Bank and other securities in the cases specified by the
Federal law «About joint-stock companies»;
10) forming a sole executive body of the Bank, early termination its power, as well as forming
a collegial executive body of the Bank and early termination of its power;
11) advising a size of rewards and compensations being paid out to the members of an audit
commission of the Bank and determining a size of paying for the auditor’s services;
12) advising a size of dividend on shares and an order of its payout;
13) using a reserve fund and other funds of the Bank;
14) approving the internal documents of the Bank, except for the internal documents, approval
of which is referred to the competence of General shareholders’ meeting, as well as the other internal
documents of the Bank, approval of which is referred to the competence of the executive bodies of the
Bank by the present Articles;
15) organizing the branches, opening the representative offices of the Bank and their
liquidation, as well as making the changes in the Articles of the Bank, connected with opening the
branches and representative offices and their liquidation;
16) approving the deals on the amount of more than 5 % of the balance cost of the Bank assets
in an order, set by the Federal law «About joint-stock companies» for approval of large transactions;
17) approving a list and materiality level (intrabank limits) of the bank operations and other
deals being subject to consideration by Board of directors in accordance with the internal documents of
the Bank;
18) approving the deals in execution of which there is an interest in accordance with the
Federal law «About joint-stock companies»;
19) approving a registrar of the Bank and the terms of the contract with him, as well as
cancellation of the contract with him;
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20) approving an annual financial plan (budget) of the Bank;
21) writing off bad debts for the Bank;
22) forming the committees (boards) at Board of directors, approving the internal documents
regulating an order of formation and activity of such committees (boards);
23) considering a practice of a corporative management of the Bank;
24) determining the requirements to the candidates for a position of the members of
Management board and Chairman of the Bank Management board;
25) setting the criteria of electing the candidates to the members of Board of directors and
executive bodies of the Bank, as well as the criteria of activity assessment of the work of the Bank
executive bodies, assessment of their work on the base of these criteria;
26) other questions specified by the Federal law «About joint-stock companies» and by the
present Articles.
The questions referred to the competence of the Bank Board of directors can not be passed to
an executive body of the Bank for solution.
15.3. A quantitative composition of the Bank Board of directors is determined by General
shareholders’ meeting, but can not be less that 5 members. Members of the Bank Board of directors
are elected on an annual General shareholders’ meeting by means of cumulative voting for a term until
a next annual General shareholders’ meeting and can be re-elected unlimited number of times. The
candidates having got the most number of votes are considered to have been elected.
A natural person only can be a member of the Bank Board of directors. The following persons
can be elected into the Bank Board of directors:
natural persons being shareholders and (or) related natural persons of the Bank’s shareholders;
Chairman of the Bank Management board;
members of the Management board (executive directors);
other staff of the Bank;
independent directors of the Bank.
Besides the members of the Bank Management board can not reach more than one fourth of a
composition of the Bank Board of directors.
The independent directors should reach not less than one quarter of a composition of the Bank
Board of directors.
Some additional requirements raised to the members of the Bank Board of directors can be
established by the regulations for Board of directors.
15.4. A meeting of the Bank Board of directors is called by its Chairman on his own initiative,
on demand of the Bank Board of directors, by an audit commission or an auditor, a collegial executive
body - The Bank Management board, a sole executive body of the Bank – Chairman of Management
board.
15.5. A quorum for holding a meeting of the Bank Board of directors reaches not less than a
half of a total amount of the elected members of the Bank Board of directors.
If a number of the members of Board of directors become less than a half of a number reaching
the indicated quorum, the Bank Board of directors is obliged to make a decision about holding an
extraordinary General shareholders’ meeting for electing a new composition of the Bank Board of
directors. The rest members of the Bank Board of directors has a right to make a decision only about
calling such an extraordinary General shareholders’ meeting.
A written opinion of a member of the Bank Board of directors being absent on the meeting of
the Bank Board of directors is taken into account on the meeting of Board of directors being held face-toface while determining a presence of the quorum and the results of voting regarding the questions of an
agenda, if such opinions have been passed to the Bank not later than two hours before a beginning of the
meeting of the Bank Board of directors.
15.6. Each member of the Bank Board of directors owns one vote. Transfer a voting right by a
member of the Bank Board of directors to some other person, including to some other member of the
Bank Board of directors is not allowed.
Board of directors has a right to organize committees and commissions, which the members of
Board of directors and the staff of the Bank can enter. Committees and commissions act on the base of
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the internal documents regulating an order of formation and activity of committees and commissions,
as well as their functions and powers.
15.7. The decisions are made on the meeting of the Bank Board of directors regarding the
questions of an agenda by a majority of the members of the Bank Board of directors taking part in a
meeting, except for the questions indicated in the subparagraphs 5, 6, 16 of the clause 15.2 of the
present Articles, according to which a decision is made by a solid vote, as well as a question about
forming a sole executive body of the Bank and early termination of its powers, according to which a
decision is made by a majority of three quarters of votes of the members of Board of directors taking
part in a meeting.
A member of the Bank Board of directors not taken part in voting or voted against a decision
having been made by the Bank Board of directors in violation of an order set by the Federal law
«About joint-stock companies», by other legal acts of the Russian Federation, by the present Articles,
has a right to appeal an indicated decision in a court in case if his rights and legal interests are violated
by this decision. Such a court preference can be appealed to a cout within one month since the date
when a member of the Bank Board of directors has learnt or should have learnt about a made decision.
15.8. The decisions of the Bank Board of directors can be made by voting in absentia (polling
method). A meeting of Board of directors is considered to be held in absentia, if voting of the members
of Board of directors regarding questions of an agenda is carried out without affording them an
opportunity of being present all together for discussing questions of an agenda and making decision
regarding them. Voting regarding the questions of an agenda of the meeting of Board of directors,
being held by a polling method, is carried out by bulleting for voting. A decision is considered to be
taken if a majority of the members of Board of directors, making a decision in absentia has voted for
its approval, except for the questions specified in the subparagraphs 5, 6, 16 of a clause 15.2 of the
present Articles, according to which a decision is made by a solid vote, as well as a question about
forming a sole executive body of the Bank and early termination of its powers, according to which a
decision is made by a majority of three quarters of votes of the members of Board of directors taking a
decision in absentia.
Chairman of Board of directors takes a decision about holding a meeting of Board of directors
in absentia.
15.9. Chairman of the Bank Board of directors is elected by the members of Board of directors
from their total amount by the most votes from a total amount of the members of Board of directors
taking part in a meeting. Besides Chairman of the Bank Management board can not be Chairman of
the Bank Board of directors at the same time. Board of directors has a right reelect its Chairman at any
time by a majority of votes from a total amount of the members of Board of directors taking part in a
meeting. Chairman of Board of directors organizes of the work of Board of directors, calls its
meetings and takes chair on them, organizes a record of protocols on the meetings of Board of
directors, takes chair on General shareholders’ meeting, organizes a record of a protocol of General
shareholders’ meeting, signs the documents being approved on meetings of Board of directors and
General shareholders’ meeting on behalf of Board of directors. In case Chairman of Председателя
Board of directors is absent his duties are fulfilled by Deputy Chairman of Board of directors.
Chairman of the Bank Board of directors has a right of a decisive vote when approving
decisions by Board of directors in case of equality of votes of the members of Board of directors.
15.10. Organizational and technical support of the work of Board of directors is imposed on a
secretary of Board of directors. His duties are to organize holding meetings of Board of directors,
notify its member about the time, place and agenda of meetings of Board of directors, form and present
protocols to Chairman of Board of directors for signing.
15.11. The members of the Bank Board of directors are obliged to keep loyalty in respect of the
Bank. They have not right to take advantage of opportunities afforded to them for the purposes
contradicting to the present Articles, or for endamagement of the property and (or) non-property
interests of the Bank.
15.12. In case of violating by a member of the Bank Board of directors the requirements raised
to the members of the Bank Board of directors specified by the present Articles, by regulations for
Board of directors, the powers of the members of Board of directors can be terminated earlier by the
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decision of General shareholders’ meeting. A repeated proposal of a candidate of the person
committed such a violation is not allowed for being elected into the Bank Board of directors.
15.13. Each member of the Bank Board of directors has a right to divest themselves on
authority at any time, notified Board of directors about it in a written form. Termination of the powers
of the members of Board of directors in the given case is carried out in accordance with the current
legislation and by the present Articles.
15.14. By the decision of General shareholders’ meeting a reward can be paid out and (or)
expenses can be covered connected with fulfilling by them their functions of the members of the Bank
Board of directors to the members of the Bank Board of directors in the period of fulfilling by them
their duties. The sizes of such rewards and compensations are determined by the decision of General
shareholders’ meeting.
Chapter 16. Executive bodies of the Bank
16.1. The management of the current activity of the Bank is carried out by a sole executive
body – Chairman of Management Board and collegial executive body – Management board. The
executive bodies are accountable to Board of Bank directors and General meeting of the Bank
shareholders and organize execution of their decisions.
The requirement regarding the order of execution of their duties by Chairman of Management
board and the members of Management board are established by Board of directors.
16.2. Management board is a collegial executive control body of the Bank. It carries out a
management of the current activity of the Bank at the time between General Meetings of the
shareholders and the meetings of Board of Bank directors under direct leadership of Chairman of
Management Board.
Formation of Management board and early termination of its power is carried out by Board of
Bank directors. The members of Management board are elected by Board of Bank directors as advised
by Chairman of Management Board.
16.3. Management board and each member of Management board individually are ruled by the
legislation, the present Articles, Regulations for Management board, orders and directions of Chairman
of Management Board when executing their power.
16.4. The main tasks of Management board are as follows:
providing execution of the decision of the General shareholders’ meeting and Board of Bank
directors;
defining the business policy of the Bank directed towards widening a scope and a range of
activity depending on the particular economic environment;
organizing and carrying out management and control for operation activity of the Bank, its
branches, representative offices and inner organization departments of the Bank;
managing executive bodies of the Bank created by Management Board (commissions,
committee and other).
16.5. In accordance with the main tasks Management board carries out the following functions:
organizes a development of the growth policy of the Bank, annual plans of financial and
economic activity, as well as organizes a development and confirmation of some other plans of the
Bank;
analyzes a financial and economic activity of the Bank;
makes a decision about carrying out the bank operations and other deals (including provision of
credits and loans) on the sum, exceeding 5 and more percent of own funds (capital) of the Bank on the
last reporting date, except for the cases when making a decision about such deals is related to
competence of Board of Bank directors and General shareholders’ meeting;
makes decisions about executing the bank operations and other deals, an order and procedures
of which are not established by the internal documents of the Bank as well as about executing the bank
operations and other deals when declining from an order and procedures specified by the internal
documents of the Bank and when exceeding intrabank limits of executing the bank operations and
other deals by the organization departments of the Bank (except for the bank operations and other
deals requiring an approval of General shareholders’ meeting or Board of Bank directors);
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establishes a structure of the outside liabilities and their placing in accordance with the current
legislation and interests of liquidity and profitability;
establishes a list of privileges and services, provided to the customers by the Bank;
establishes a tariff policy of the Bank;
determines a contents and volume of the information, being a commercial secret, order of their
protection;
makes a decision about issuing saving (deposit) certificates, determines amount of interest rates
related to them, confirms the conditions of their issue, as well as makes a decision about abolition of
the issuing conditions of the saving (deposit) certificates;
makes a classification (reclassification) of a debit in case of providing soft, roll-over (including
extended ones), insufficiently secured and unsecured credits (loans), bad debts, as well as a
classification (reclassification) of other financial assets and off-balance instruments for the purpose of
forming reserves for possible losses in accordance with the current legislation;
prepares offers for performing deals in case when such decisions are subject to acceptance by
General shareholders’ meeting or Board of Bank directors;
prepares offers about changes of the Articles and proposes them to Board of Bank directors;
examines the materials in advance, presented by executive bodies of the Bank at a meeting of
Board of directors;
composes and approves the rules about working bodies of Management board being founded
(committees, commissions and others);
approves the rules, regulating questions raising within the tasks of Management board in
accordance with the current Articles;
solves other questions according to the current Articles, as well as to the internal regulatory
documents of the Bank.
Bank Management board can transfer making a decision about executing some individual
categories of the deals specified in the present clause to Chairman of Bank Board within the limits
specified by the Federal law «About joint-stock companies» and the present Articles.
16.6. Chairman of Management board heads Bank Management board.
16.7. Chairman of Bank Management board carries out a management of the current activity of
the Bank according to the Articles, except for the questions related to the competence of General
shareholders’ meeting, Board of directors and Management board.
16.8. Chairman of Management board is elected for the position and pre-term dismisses by
Board of Bank directors and acts on the base of the contract concluded with the Bank.
16.9. Chairman of Management board acts without any power of attorney on behalf of the
Bank, including representing the interests, performing deals on behalf of the Bank, approving the staff,
issuing orders (decrees) and giving instructions binding upon fulfilling by all the Bank staff,
representing the interests of the Bank and appearing in the public authorities on behalf of the Bank,
including courts of general jurisdiction, arbitration and referees courts, some financial, administrative
and other bodies, ministries, executive departments and other government institutions, in respect of
physical and juridical bodies of all the forms of ownership.
16.10. Chairman of Bank Management board:
- runs the work of Bank Management board;
- executes the rights and responsibilities of a leader in labour relations with the Bank staff in
accordance with the labour legislation;
- establishes responsibilities of his deputies;
- approves a structure, staff schedule of the Bank, determines functional tasks of the business
units and services of the Bank;
- is responsible for organization, condition and authenticity of book keeping in the Bank, for
timely presentation an annual report and other financial records to the appropriate bodies, as well as
the information about the Bank activity presented to the authorized agencies, interaction with the
Board of Bank directors, Bank shareholders;
- provides and controls execution of decisions of the Bank regulatory bodies and execution of
the main financial and commercial tasks by the Bank;
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- opens (closes) internal organization departments outside the Bank head office in accordance
with the established rules, except for the branches and representative offices of the Bank;
- approves the regulations about the ranches, representative offices and internal organization
departments of the Bank outside the head office, the regulations about functional departments and
services of the Bank. Chairman of Management board can present a right to approve the regulations
specified by the present paragraph to the deputy Chairmen of Management board;
- appoints and dismisses leaders of the representative offices, branches and internal
organization departments of the Bank outside the head office;
- organizes keeping records of the meetings of Bank Management board;
- approves domestic positions regarding Bank deposits;
- determines amount of interest rates for credits and deposits unless anything different is
established by the internal documents of the Bank;
- determines amount of commission fees for operations and services of the Bank;
- issues powers of attorney for performing on behalf of the Bank within the limits of the power
given to him by the present Articles;
- makes any decisions connected with the Bank activity and related to his competency by the
current legislation, present Articles and internal documents of the Bank.
16.11. Chairman of Bank Management board can charge solving some questions being under
his jurisdiction to his deputies, leaders of the branches and representative offices of the Bank and
delegate them some necessary power.
16.12. The rights, responsibilities and terms of power of Chairman of Management board and
the members of Management board are determines in accordance with the current legislation and a
contract concluded with the Bank by each of them.
16.13. A contract is conducted with Chairman of Management board on behalf of the Bank by
Chairman of Bank Board of directors or his deputy, authorized Board of directors.
Labour contracts are concluded with deputy Chairmen of Management board on behalf of the
Bank on the instructions of Board of directors by Chairman of Management board.
16.14. Meetings of Management board held as and when necessary are conducted by Chairman
of Management board.
16.15. Bank Management board is authorized to solve the questions introduced for his
consideration, if more than a half of the members of Management board take part in the meeting. A
decision is made by a majority of vote. In case of equality of votes a vote of Chairman is crucial.
16.16. The members of Board of Bank directors, Chairman of Management board as well as
the other members of collegial executive bodies of the Bank – Management board should act on behalf
of the Bank in good faith and sensibly when executing their rights and discharging obligations. They
bear Bank liability for the losses made to the Bank by their wrongful acts (inactivity) in accordance
with the current legislation.
16.17. Chairman of Management board and a chief book keeper of the Bank bear responsibility
for authenticity of the information, containing in the records of the Bank.
16.18. For the period when Chairman of Management board is temporarily absent his power
specified by the present Articles is charged by an order of Chairman of Management board on to the
First Deputy Chairman of Bank Management board or to one of the deputy Chairmen of Management
board.
Chapter 17. Internal control of the Bank and control of financial and economic activities
17.1. Internal control is organized in the Bank for the purpose of providing a protection of
interests of the Bank and its clients, efficiency and productivity of the financial and economic
activities while making the Bank operations and other deals, efficiency of assets and liability
managements, including a provision of assets preservation, a control of the Bank risk; authenticity,
fullness, neutrality and just-in-time composing and providing the financial, book-keeping, statistic and
other records (for internal and external users), as well as information security (protection of interests
(purposes) of the Bank in the information sphere, representing an accumulation of the information,
information infrastructure, of the subjects, executing in this connection a collection, formation,
distribution and use of the information, as well as the systems of regulating the relations arising);
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following the regulatory legal acts, standards of self-regulatory organizations (as a participant of a
securities market), the present Articles and internal documents of the Bank; inclusion involving the
Bank and participation of its staff in performing some improper activities, including legalization
(laundering) of proceeds received in an illegal way, and financing terrorism, as well as timely
provision of the information to the government bodies and the Bank of Russia in accordance with the
legislation of the Russian Federation.
17.2. Internal control is carried out in the Bank according to the power, specified by the Articles
and internal documents of the Bank:
1) by General shareholders’ meeting, Board of directors and executive bodies of the Bank;
2) by an auditing committee (auditor);
3) by a chief book-keeper (his deputies);
4) by a leader (his deputies) and a chief book-keeper (his deputies) of a Bank branch;
5) by Internal Control Service carrying out an activity according to the present Articles and
Regulations for Internal Control Service of the Bank;
6) by Department of financial monitoring, by a person responsible for developing and
implementing the rules of internal control for the purpose to counteract a legalization (laundering) of
proceeds received in an illegal way and financing terrorism, programs of its realization and other
internal institutional arrangements for the specified purposes, as well as for organizing provision of the
information to the authorized body related to countering a legalization (laundering) of proceeds
received in an illegal way and financing terrorism according to the Federal law «About countering a
legalization (laundering) of proceeds received in an illegal way and financing terrorism», normative
acts of the Bank of Russia, the present Articles and internal documents of the Bank.
7) by a controller of a professional participant of a securities market – an executive of the Bank
carrying out inspection of conformity of the Bank activity as a professional participant of the securities
market, the requirements of the Russian Federation legislation about securities and protection of rights
and legal interests of the investors on the securities market, normative legal acts of the federal agency
of securities market executive authority;
8) by Legal administration, responsible for a check of keeping the normative legal acts, standards
of self-regulatory organizations (for professional participants of the securities market), the Articles
and the internal documents of the Bank.
17.3. The internal control agencies of the Bank are formed in accordance with the present
Articles, their power is determined in accordance with the Russian Federation legislation, present
Articles and internal documents of the Bank.
17.4. The power of the Bank regulatory bodies when carrying out a control of organizing
activity of the Bank:
1) The following questions are related to the competence of General meeting of the Bank
shareholders:
- carrying out a control of organizing and functioning an internal control of the Bank;
- organizing and reconsidering the internal control system of the Bank;
- other questions in accordance with the regulatory documents.
2) The following questions are related to the competence of Board of Bank directors:
- creating and functioning an efficient internal control;
- regular (as and when necessary) consideration of internal control efficiency and discussion of
the questions regarding organizing internal control and arrangements to raise its efficiency with the
executive bodies of the Bank on their meetings;
- consideration of the documents regarding organizing the internal control system, prepared by
the Bank executive bodies, Internal Control Service, organization department of countering a
legalization (laundering) of proceeds received in an illegal way and financing terrorism, other
organization departments of the Bank, an auditing organization carrying out (having carried out) audit;
- taking actions which provide an operative fulfillment of the recommendations and remarks of
Internal Control Service, an auditing organization carrying out (having carried out) an audit and
regulatory authorities by means of the executive bodies of the Bank;
- timely execution of checking correspondence of an internal control with the character, scale and
conditions of the Bank activity in case of their changes;
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- other issues in accordance with the regulatory documents.
3) The following questions are related to the competence of Chairman of Bank Management
board:
- establishment of responsibility for executing the decisions of the Board of Bank directors,
implementation of the Bank strategy and policy in respect of the organization and fulfillment of the
internal control;
- delegation of powers for making up the rules and procedures regarding the internal control by a
head of the appropriate organization departments and control for their execution;
- a check of correspondence of Bank activity with the internal documents determining an order of
fulfilling the internal control and an appraisal of correspondence of the contents of the indicated
documents with the character, scale and Bank activity;
- distribution of duties of the subdivisions and the Bank staff responsible for the particular trends
(forms, ways of fulfillment) of the internal control;
- examining the materials and the results of periodic performance evaluation of the internal
control;
- establishment of an order when the Bank staff brings the information about all violations of the
Russian Federation legislation, constituent and internal documents, the cases of corrupt practice,
noncompliance with form of professional etiquette to the notice of the regulatory bodies and the heads
of the organization departments of the Bank (branch);
- acceptance of the documents regarding the questions about an interaction of Internal Control
Service with the subdivisions and the Bank staff and control for their keeping;
- other questions in accordance with the regulatory documents.
4) The following questions are related to the competence of Bank Management board:
- creating the effective systems of information delivery and exchange providing a supply of the
necessary data to the users interested in it. The systems of information delivery and exchange include
all the documents determining the operational policy and procedures of the Bank activity;
- creating a system of control for elimination of the educed violations and defects of the internal
control and measures taken for their elimination;
- assessing a risk influencing on achievement of the purpose in view and taking action providing
response to the changeable circumstances and conditions for the purpose of providing the efficiency of
estimate of the Bank risks;
- providing the participation in the internal control of all the Bank staff according to their
functions;
- excluding an approval of the rules and (or) execution of the practice which can stimulate to
make actions contradicting the Russian Federation legislation, the purposes of the internal control of
the Bank;
- other questions in accordance with regulatory documents.
17.5. Regulations for Internal control system of the Bank and for Internal Control Service are
approved by Board of Bank directors.
17.6. A candidate of Head of Internal Control Service of the Bank is approved by Board of
Bank directors as advised by Chairman of Management board.
A contract is signed by Chairman of Board of Bank directors or his deputy, authorized by
Board of directors with Head of Internal Control Service on behalf of the Bank.
Head of Internal Control Service may not perform management of some other subdivisions of
the Bank all at once.
17.7. Head and the staff of Internal Control Service have a right to:
17.7.1. enter the rooms of the Bank subdivision being inspected, as well as the rooms being used
for storing the documents (archives), cash and values (financial storages), data processing (computer
rooms) and data keeping on machine-readable mediums, complying with the access procedures
specified by the internal documents of the Bank;
17.7.2. receive the documents and the copies of the documents and some other information, as
well as any data being in the information systems of the Bank, necessary for performing control,
complying with the requirements of the Russian Federation legislation and the requirements of the
Bank regarding the work with the data of a restricted distribution;
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17.7.3. attract the Bank staff when fulfilling inspection and demand to provide an access to the
documents, some other information from them necessary for fulfilling inspections.
17.8. An order of reporting of Internal Control Service in front of an appropriate regulatory
body of the Bank is determined by Regulations for Internal Control Service of the Bank.
17.9. Functions, rights and responsibilities of Head and the staff of Internal Control Service are
determined by Regulations for Internal Control Service of the Bank.
17.10. Internal Control Service of the Bank acts under supervision of Board of Bank directors.
Internal Control Service is subject to an annual inspection by Board of Bank directors or by an
independent auditing organization by his decision.
17.11. Control of the financial-and-economic Bank activities is carried out by an audit
commission elected by an annual General meeting of the Bank shareholders. The term of the audit
commission’s powers is expired at the day of holding a next annual General meeting of the Bank
shareholders. Members of the audit commission can not be members of Board of directors at the same
time, as well as they can not hold other positions in the regulatory bodies of the Bank.
The shares belonging to the members of Board of Bank directors or entities holding positions
in the regulatory bodies of the Bank can not take part in voting when electing members of the audit
commission of the Bank.
17.12. Members of the audit commission bear responsibility for fulfillment of the duties
imposed on them in good faith in an order specified by the current legislation.
17.13. When fulfilling the functions imposed on the audit commission it can call experts
among those who do not hold any established positions in the Bank. Head of audit commission bears
responsibility for the actions of the called experts.
17.14. The audit commission inspects the Bank to follow the legislative and other acts
regulating its activity, performance of the internal control, legality of the operations made by the Bank
(by means of a detailed or spot inspection), a state of a cahier and property.
Work order of the audit commission and its competence is determined by Regulations for the
Bank audit commission approved by General shareholders’ meeting.
The audit commission represents a report about a conducted audit, as well as a final report
about correspondence of the book-keeping balance sheet and a profit-and-loss report submitted for
approval with a current financial state in the Bank together with the recommendations about
elimination of identified deficiencies to General shareholders’ meeting and to the copies of Bank of
Russia.
17.15. Inspection (audit) of the financial-and-economic Bank activities is carried out following
the results of its activity for the past year, as well as at any time on the initiative of the audit
commission of the Bank, by the decision of General shareholders’ meeting, Board of Bank directors or
on demand of the stock-holder (shareholders), owning not less than 10 per cent voting shares of the
Bank in total.
17.16. According to the results of an audit the audit commission requires a convening of
extraordinary General shareholders’ meeting when having a threat to the interests of the Bank or its
depositors or revealing corrupt practice of the officials.
17.17. The results of the audit commission’s inspections registered in a written form are
presented for consideration to the appropriate regulatory body by the Bank for taking measures.
17.18. Supervision and control of the Bank activity is carried out by Bank of Russia and the
agencies authorized for it execution by the Russian Federation legislation.
17.19. To inspect and confirm authenticity of annual financial records of the Bank, the Bank
calls a professional audit organization annually, not connected with the Bank or its participants
(external audit) by any property interests, having a license for carrying out such an inspection. An
auditor is approved by General shareholders’ meeting. An audit of the Bank is carried out in
accordance with the Russian Federation legislation on the bases of a contract signed with an audit
organization.
17.20. Final records being made by an audit commission and an audit organization following
the results of inspection of the financial-and-economic Bank activity should include the information
about:
authenticity of the financial records of the Bank;
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fulfillment by the Bank obligatory rules determined by Bank of Russia;
quality of Bank management;
state of the internal control and other rules being determined by the legislation and the current
Articles. An audit final record is represented to Bank of Russia in the prescribed manner.
Chapter 18. Reorganization and liquidation of Bank
18.1. Reorganization of the Bank can be made in a form of merger, joining, dividing,
separation and transformation. Formation of the companies’ property being created due to
reorganization is made only on account of the property of the reorganized companies.
18.2. When reorganizing the Bank its rights and duties pass on assignees according to the
current legislation.
In case of reorganization of the Bank the necessary changes are inserted into the Articles,
Integrated State Register of juridical persons and Book of state registration of credit organizations, and
all the documents with unexpired keeping time are handed over its assignee in a specified order.
18.3. Liquidation of the Bank is made voluntarily according to a decision of General
shareholders’ meeting or upon a court order in an order determined by the legislation.
18.4. Liquidation entails cessation of the Bank activity without transfer of the rights and duties
in an order of legal succession. When liquidation of the Bank General meeting of its shareholders
or an relevant body having made such a decision are obliged to inform an authorized state body of
executive power (recording body) and Bank of Russia immediately in a written form that the Bank is
in the process of liquidation.
18.5. General meeting of the Bank shareholders or an relevant body having made a decision
about liquidation of the Bank assign a liquidation commission as agreed upon with Central Bank of the
Russian Federation and establish an order and terms of liquidation. All powers regarding the Bank
operation pass on it from the moment of assigning a liquidation commission.
18.6. A liquidation commission:
publishes an information about liquidation of the Bank, an order and terms for making claims
by its creditors in an appropriate press agency. The indicated term can not be less than two months
from the day of publishing the information;
takes measures for exposing creditors and getting debtor indebtedness, and also informs
creditors about liquidation of the Bank in a written form.
When the term for making claims by creditors is expired a liquidation commission makes an
intermediate liquidation balance-sheet which includes the information about the contents of the
property of the Bank being liquidated, the claims made by creditors as well as the results of their
examination. An intermediate liquidation balance-sheet is approved by General shareholders’ meeting
as agreed upon with Bank of Russia.
18.7. If the monetary funds, the Bank has, are not enough for satisfying the creditors’ claims, a
liquidation commission accomplishes a sale of the Bank’s other property from public auctions in an
order determined for executing juridical decisions.
Payouts of the monetary funds to the creditors of the Bank being liquidated are made by a
liquidation commission in an order of priority determined by clause 64 of the Russian Federation Civil
code in accordance with an intermediate liquidation balance-sheet, starting with the day of its
approval, except for the creditors of fifth priority, to whom the payouts are made when a month is
expired from the date of approval of an intermediate liquidation balance-sheet. After finishing the
calculations with the creditors a liquidation commission makes a liquidation balance-sheet, which is
approved by General shareholders’ meeting as agreed upon with Bank of Russia. The property of the
Bank being liquidated left after finishing the calculations with the creditors is shared by a liquidation
commission between the shareholders in an established order.
18.8. Liquidation is considered to be finished, and the Bank – be liquidated from the moment
of inserting an appropriate record by an authorized body into Integrated state register of juridical
persons.
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Articles of «АК BARS» BANK JSC
18.9. In case of liquidation of the Bank the documents regarding the staff and other documents
of the Bank provided by the legal act of the Russian Federation are passed on an appropriate archive in
the order established by Rosarchive for state keeping. Handing over the documents is made on account
of the Bank in accordance with the requirements of the archive bodies.
Chapter 19. Inserting changes and additions into the Articles
19.1. All the changes made in the Articles of the Bank and approved by General shareholders’
meeting or Board of Bank directors in accordance with their competence are subject to a state
registration in an established order.
19.2. The changes in the Articles or the Articles of the Bank in a new edition come into effects
for the third parties from the moment of their state registration, and in the cases specified by the
Federal law «About joint-stock companies», – from the moment of notifying the body carrying out a
state registration.
Chairman
of Board of Bank directors
R.R.Musin
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