NSD Supervisory Board Makes Decision on AGM Calling

23 May 2014
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On 22 May, the Supervisory Board of National Settlement Depository (NSD), Russia’s central securities depository, made a decision regarding preparing, calling and conduction the Annual general meeting (AGM) of its shareholders in 2014.

The Annual General Meeting of NSD’s shareholders (AGM) will take place on 24 June 2014 in the office 7.100, bldg. 1 4/7 Vozdvizhenka Street Moscow. The AGM will be conducted in the form of a meeting of shareholders in presentia to discuss the items of the agenda and to make decisions on the issues put to vote. The record date is 2 June 2014 (as of the beginning of business day). Any person included in the list of persons entitled to take part in the AGM will receive an announcement regarding convening the AGM not later than 4 June 2014. Information (materials) prepared for the AGM in compliance with the list approved by the Supervisory Board will be available starting 4 June 2014 in the office located at 12 Spartakovskaya Street, Moscow.

The Supervisory Board approved the following agenda of the AGM:

  1. Establishing a procedure of conducting AGM in 2014.
  2. Approval of the annual report of NSD for 2013 including annual financial statements and consolidated financial statements of NSD.
  3. Distribution of profit, including dividend payment for 2013.
  4. Approval of NSD’s auditor.
  5. Appointment of the Chairman of Executive Board of NSD.
  6. Establishing the number of the members of NSD’s Supervisory Board.
  7. Electing the members of NSD’s Supervisory Board.
  8. Electing the members of NSD’s Audit Commission.
  9. Establishing the amount of remuneration of the members of NSD’s Supervisory Board.
  10. Establishing the amount of remuneration of the members of NSD’s Audit Commission.
  11. Approval of a new version of the Regulations on remuneration and compensation of expenses of the members of the Supervisory Board of NSD.
  12. Approval of a new version of the Articles of Association of NSD.
  13. Approval of the interested party transactions.

STATUS Registrar CJSC, NSD’s registrar, was authorized to act as a ballot committee at the AGM.

List of the candidates to the Supervisory Board

Based on the results of the meetings of NSD’s Supervisory Board held 6 March and 22 May 2014, a list of candidates to NSD’s Supervisory Board for voting at the AGM has been formed. The list includes the following candidates to the Supervisory Board:

  • Valeriya Avksentyeva, General Director, OTKRITIE Brokerage House JSC;
  • Eddie Astanin, Chairman of the Executive Board, NSD;
  • Sergei Berezhny, General Director, Computershare LLC;
  • Paul Bodart, member of the Board of ECB’s Target2 Securities;
  • Oleg Vyugin, Chairman of the Board of Directors, MDM Bank OJSC;
  • Bella Zlatkis, Deputy Chairman of the Management Board, Sberbank of Russia OJSC;
  • Alexander Ikonnikov, Chairman of the Supervisory Council, Independent Directors Association;
  • Paul James Ostling, member of the Board of Directors, Uralkali OJSC;
  • Andrei Popov, Chief of IT Department, Member of the Management Board, Raiffeisenbank CJSC;
  • Vladimir Reutov, Deputy Chairman of the Management Board, BANK St. Petersburg OJSC;
  • Oksana Strakhova, Director of Depository, Vnesheconombank;
  • Dmitry Tolokonnikov, Vice President, Deputy Chief of Law Department, Russian Direct Investment Fund;
  • Nadezhda Ushakova, Senior Vice President, Chief of Depository, VTB Bank OJSC;
  • Alexei Fedotov, Director, Chief of Securities Department, Citibank CB CJSC;
  • Dmitry Scheglov, Managing Director responsible for operations, member of the Management Board, Moscow Exchange OJSC.

The Supervisory Board recommended to allocate RUB1.1 billion for dividend payment for 2013. An amount of dividend was established in the sum of RUB931.67 per one registered share before income tax payment. The date of record for persons entitled to receive dividend was set on 7 July 2014.

The Supervisory Board recommended to pay remuneration to the members of the Supervisory Board in accordance with terms established by the Regulations on remuneration and compensation of expenses of the members of the Supervisory Board of NSD, and not to pay remuneration to the members of NSD’s Audit Commission.

The Supervisory Board made a decision to approve the annual report of NSD for 2013 including annual financial statements and consolidated financial statements of NSD and recommended the AGM to approve these documents.

The Supervisory Board recommended the AGM to approve Ernst & Young Vneshaudit CJSC as NSD’s audit company responsible for audit of NSD’s RAS and IFRS financial statements up to the date of NSD’s AGM in 2015.

The Supervisory Board approved new versions of NSD’s Articles of Association and Regulations on remuneration and compensation of expenses of the members of the Supervisory Board of NSD and recommended the AGM to approve these documents.

The Supervisory Board established the limits for the sums of interested party transactions planned to be concluded with Moscow Exchange OJSC in future, and recommended the AGM to approve transactions related to lease/sublease of non-residential premises, transactions related to lease of parking lots and vehicles, and transactions related to printing services.

The Supervisory Board approved a new version of NSD’s Internal Control Rules aimed at combating money laundering and the financing of terrorism that shall be put into effect after the Bank of Russia’s approval.

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