Bank VTB PAO : VTB announces results of Annual General Meeting

27 June 2016

VTB Bank announced the results of its Annual General Meeting of shareholders (AGM), held in St Petersburg on 24 June 2016. Shareholders approved VTB Bank's Annual Report for 2015 and the 2015 Annual Financial Statements, and also approved the following profit allocations for 2015:

• Net profit to be allocated, total RUB 49,139,620 thousand;
• Allocations to the Reserve Fund RUB 2,456,981 thousand;
• Dividend allocation on ordinary shares RUB 15,163,833 thousand;
• Dividend allocation on preferred shares RUB 90,276 thousand;
• Dividend allocation on preferred type A shares RUB 17,838,815 thousand;
• Undistributed net profit RUB 13,589,714 thousand.

Shareholders approved the dividend for 2015 of RUB 0.00117 per ordinary registered share with a nominal value of RUB 0.01, a dividend of RUB 0.00000421776668385314 per one preferred share with a nominal value of RUB 0.01, and a dividend of RUB 0.00580330726027317 per one preferred type A share with a nominal value of RUB 0.1.

The AGM determined the following dividend payment procedure for 2015:

Dividends for 2015 are to be paid in monetary form, with the amount per shareholder calculated to one kopeck and subject to rounding. Dividends will be paid within the following timeframes and will be based on the record date:

• within 10 (ten) working days: to nominal holders and beneficial owners on the basis of the shareholder register who are professional securities market participants;
• within 25 (twenty-five) working days: to other registered shareholders.

The record date is 4 July 2016. Dividends will be transferred to shareholders' bank accounts or sent by mail.

The AGM also elected 11 members to VTB Bank's Supervisory Council:

• Matthias Warnig
• Sergey Galitsky (independent member)
• Yves-Thibault de Silguy (independent member)
• Sergey Dubinin
• Andrey Kostin
• Shahmar Movsumov (independent member)
• Alexey Moiseyev
• Valery Petrov (independent member)
• Alexey Ulyukayev
• Vladimir Chistyukhin
• Andrey Sharonov

Shareholders approved the VTB Bank Statutory Audit Committee comprised of six members.

Ernst & Young was approved as VTB Bank Auditor for the mandatory annual audit of VTB Bank for 2016.

The AGM also approved the limit for related-party transactions.

Shareholders approved the new version of VTB Bank Charter and authorised Andrey Kostin, VTB Bank President and Chairman of the Management Board, to sign the revised version of the Charter and submit it to the Bank of Russia for approval.

Shareholders also approved the new version of the Regulation on VTB Bank Supervisory Council, Regulation on VTB Bank Management Board, Regulation on Remuneration of Members of VTB Bank Supervisory Council, Regulation on Remuneration of Members of the Statutory Audit Committee, and Regulation on Preparing, Convening and Holding VTB Bank General Shareholders Meetings.

A report on the results of voting at the bank's AGM will be published within the legally established timeframe at www.vtb.ru.

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