General Shareholders’ Meeting

Share Capital StructureAs at 21.01.2020
Shareholder Percentage
REGION Trust LLC (PPF Evolution JSC) 3.1289%
REGION Trust LLC (PPF FUTURE JSC) 2.3722%
VektorInvest LLC 1.0877%
REGION Trust LLC (PPF Evolution JSC) 0.4396%
REGION Trust LLC (PPF Social Development JSC) 0.1011%
REGION Trust LLC (PPF Social Development JSC) 0.0395%
Vladimir A. Chubar 0.02328%
AMC REGION Investments JSC (Moscow Income strategy) 0.010096%
REGION Investment Company JSC 0.003%
REGION EsM JSC (Moscow Income strategy) 0.00128%
Total: 7.206656%
Information About the Bank’s Shares
Categories (classes) of shares
Type and category of shares Ordinary registered
Issue form Uncertificated
Number of shares issued 29,829,709,866
Par value of 1 (one) security, RUB 1

Registered, issued and placed equity of the bank consists of 29,829,709,866 ordinary shares of 1 rouble par value each. The bank’s shares are admitted to trading on Moscow Exchange in the first level quotation list.

Preparations for General Shareholders’ Meetings

Preparations for General Shareholders’ Meetings

The General Shareholders’ Meeting is the bank’s supreme managing body. Shareholders’ participation in general meetings is the basic form of exercising their right to participate in the bank’s management.The shareholders exercise their right to participate in managing the bank primarily by voting. In particular, shareholders’ meetings have the power to approve the annual report and annual accounting statements, elect the bank’s key management and control bodies, approve major transactions and interested party transactions and a number of other important matters.

The procedure for preparing and holding General Shareholders’ Meetings is governed by the bank’s Charter and Regulation on the General Shareholders’ Meeting, which are intended to ensure observance of shareholders’ rights and comply with all requirements of Russian laws and recommendations of the Bank of Russia’s Corporate Governance Code.The Supervisory Board shall, when acting on any matters related to the calling or preparing of the General Shareholders’ Meetings, observe, inter alia, the following rules:

  • The bank shall send to the shareholders, and post on its website, a notice of the General Shareholders’ Meeting at least 21 (twenty one) days or, if the bank’s reorganisation is on the agenda, 30 (thirty) days before the date thereof, at the same time giving the shareholders access to the materials, and enough time to prepare for the agenda items, of the General Shareholders’ Meeting; if the agenda of an extraordinary General Shareholders’ Meeting includes election of Supervisory Board members or reorganisation of the bank by way of merger, spin-off or demerger and election of the board of directors (supervisory board) of the company so created, the bank notifies the persons entitled to participate therein and named in the shareholder register about calling thereof at least 50 (fifty) days before the date thereof.
  • To ensure equal treatment of all its shareholders, including foreign shareholders, the bank may provide materials and voting ballots in Russian and English;
  • The bank shall disclose the information about the date of drawing up a list of persons entitled to participate in a General Shareholders’ Meeting at least 7 days prior to such a date;
  • During the preparation for the General Shareholders’ Meeting, the shareholders can ask questions by sending them to the Corporate Secretary’s e-mail address cs@mkb.ru;
  • The General Shareholders’ Meetings shall be held in Moscow, and the venue and time shall be chosen with account taken of the number of shareholders and the possibility of personal attendance at such meetings by all of the bank’s shareholders;
  • Each shareholder can participate in an in-person General Shareholders’ Meeting exercising his/her right to vote in a way convenient for him/her: mailing the voting ballot or attending in person;
  • In contemplation of the General Shareholders’ Meeting, the shareholders shall be given such information and in such manner as will enable them to get a comprehensive view of the bank’s performance and make well-grounded decisions on the items of the agenda thereof.

General Shareholders’ Meetings in 2019

The annual General Shareholders’ Meeting was held on 27 May 2019 to consider the following issues:

  • Approval of the bank’s annual report for 2018.
  • Approval of the bank’s annual accounting (financial) statements for 2018.
  • Distribution of the bank’s income for 2018, including payment (declaration) of dividends.
  • Approval of the bank’s auditors.
  • Determination of the number of Supervisory Board members.
  • Election of the Supervisory Board members.
  • Determination of remuneration and compensation for Supervisory Board members.
  • Election of the Audit Panel members.
  • Approval of amendments to the bank’s Charter.
  • Approval of the Regulation on the General Shareholders’ Meeting.
  • Approval of the Regulation on the Supervisory Board.
  • Approval of joining Factors Chain International (FCI).
Quorum of the General Shareholders’ Meetings in 2017-2019.
Quorum of the General Shareholders’ Meetings in 2017-2019.

Dividend Policy

The Supervisory Board’s approach to recommending dividend size and payment mechanics is set forth in the bank’s Dividend Policy.

Any decision to pay (declare) dividends, including any decision on dividend size and payment procedure for shares of each category (type) shall be taken by the General Shareholders’ Meeting based on the Supervisory Board’s recommendations.

Dividends shall be paid out of the bank’s net income and distributed among shareholders in proportion to the number of their shares of the respective category and type.

The Supervisory Board shall recommend dividend amounts to the General Shareholders’ Meeting so that at least 10% of the bank’s RAS net income is distributed thereby.

Dividend History

The Annual General Shareholders’ Meeting held on 27 May 2019 decided to pay out RUB 2,978,768,085.26 as dividends on ordinary registered shares.

The 2018 net income less the dividend payment was retained by the bank. For each of the preceding years, it was decided not to pay any dividend:

  • 2019: dividends were paid for 2018.
  • 2018: no resolution to pay (declare) dividends was made.
  • 2017: no resolution to pay (declare) dividends was made.
  • 2016: no resolution to pay (declare) dividends was made.
  • 2015: no resolution to pay (declare) dividends was made.
  • 2014: no resolution to pay (declare) dividends was made.

Registrar

As a means to safeguard the shareholders’ title to shares, the bank’s share register is maintained by an independent registrar. The bank’s registrar since December 2016 has been JSC IRC – R.O.S.T. (former JSC R.O.S.T. Registrar) who also has the statutory duty to act as the counting commission.