On 24 May, the Supervisory Board of National Settlement Depository (NSD), Russia’s central securities depository, made the following decisions regarding calling and conduction the Annual general meeting (AGM) of its shareholders:
1. To convene and conduct the AGM in 2013.
2. To conduct the AGM 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.
3. To set the date of the AGM – 26 June 2013.
4. To approve the venue of the AGM and registration of the shareholders’ representatives: office 1.7, 12 Spartakovskaya Street, Moscow.
5. To set:
- The time of the beginning of registration of persons taking part in the AGM – 2.30pm Moscow time;
- The time of beginning of the AGM – 3pm Moscow time.
6. To set the record date – 27 May 2013 (up to the end of business day).
7. To send to any person included in the list of persons entitled to take part in the AGM an announcement regarding convening the AGM not later than 5 June 2013; the announcement should be sent to the authorized representative of any person included in the list of persons entitled to take part in the AGM by registered mail or by courier delivery with written acknowledgement of receipt.
8. To approve the following agenda of the AGM in 2013:
- Establishing a procedure of conducting AGM in 2013.
- Approval of the annual report of NSD for 2012 including annual financial statements and consolidated financial statements of NSD.
- Distribution of profit, including dividend payment for 2012.
- Approval of NSD’s auditor.
- Establishing the number of the members of NSD’s Supervisory Board.
- Electing the members of NSD’s Supervisory Board.
- Electing the members of NSD’s Internal Audit Commission.
- Establishing the amount of remuneration of the members of NSD’s Supervisory Board.
- Establishing the amount of remuneration of the members of NSD’s Internal Audit Commission.
- Approval of the amended Articles of Association of NSD.
- Approval of the Regulations on remuneration and compensation of expenses of the members of the Supervisory Board of NSD.
- Approval of the interested party transactions.
9. To approve the following list of information (materials) submitted to the persons entitled to take part in the AGM in 2013:
- Amendments to the Articles of Association of NSD;
- Draft Regulations on remuneration and compensation of expenses of the members of the Supervisory Board of NSD;
- Annual report of NSD for 2012 including annual financial statements and consolidated financial statements of NSD;
- NSD’s auditor’s report on the audit of NSD’s financial activities for 2012;
- NSD’s Internal Audit Commission on the audit of NSD’s financial activities for 2012;
- NSD’s Supervisory Board’s recommendations on distribution of NSD’s profit, including dividend payment and the procedure of dividend payment;
- NSD’s Supervisory Board’s recommendations on the annual report of NSD for 2012 including annual financial statements and consolidated financial statements of NSD;
- NSD’s Supervisory Board’s recommendations on the amount of remuneration to be paid to the members of NSD’s Supervisory Board;
- NSD’s Supervisory Board’s recommendations on the amount of remuneration to be paid to the members of NSD’s Internal Audit Commission;
- NSD’s Supervisory Board’s recommendations on the auditor of NSD;
- NSD’s Supervisory Board’s recommendations on the interested party transactions;
- Information about candidates to the members of NSD’s Supervisory Board and Internal Audit Commission;
- Information about written consent of the candidates to the respective NSD’s body;
- Draft decisions of the AGM in 2013;
- Announcement on the AGM in 2013.
10. To approve the following procedure of studying information (materials) submitted during preparation of the AGM and the address of the office where a person can get access to the information:
- Information (materials) is submitted to the persons entitled to take part in the AGM in the offices located at the following addresses:
- office 34, bldg. 8, 1/13 Sredny Kislovsky Pereulok Moscow;
- office 1.8, 12 Spartakovskaya Street, Moscow.
- Information (materials) is submitted to the persons entitled to take part in the AGM starting 5 June 2013 on Monday-Thursday (from 9am to 6pm Moscow time) and Friday (from 9am to 4.45pm Moscow time);
- To get access to information (materials) and to receive copies of the AGM documents, a representative of a person entitled to take part in the AGM shall submit:
- Identification document;
- Authenticated extract from the Charter of an entity entitled to take part in the AGM and an extract from the Minutes of a meeting that made a resolution on appointment of a representative to the position allowing the representative to act without power of attorney; or
- Power of attorney authorizing a representative to get access to information (materials) and to receive copies of the AGM documents.
11. To approve a text and a format of a ballot for cumulative voting for candidates to NSD’s Supervisory Board at the AGM.
12. To approve a text and a format of a ballot for voting related to the items in the AGM agenda (excluding voting for the candidates to NSD’s Supervisory Board) used if the AGM makes decision to vote for the agenda’s items using ballots.
Based on the results of the meetings of NSD’s Supervisory Board’s meetings held 6 March and 24 May 2013, 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:
- Eddie Astanin, Chairman of the Executive Board, NSD
- Segrei Berezhny, General Director, Computershare LLC
- Anna Vyshlova, Managing Director, Renaissance Broker LLC
- Bella Zlatkis, Deputy Chairman of the Management Board, Sberbank
- Oleg Vyugin, Chairman of the Board of Directors, MDM Bank
- Alexander Ikonnikov, Chairman of the Supervisory Board, Independent Directors Association
- Alexander Nazarov, Director, Depository Services Department, ZAO UniCredit Bank
- Andrei Remnyov, Director of Depository, Vnesheconombank
- Vladimir Reutov, Deputy Chairman of the Management Board, BANK St. Petersburg OJSC
- Yekaterina Sizova, Chief of Depository Services Directorate, JP Morgan Bank International LLC
- Vladimir Tatsiy, First Vice President, GPB (OJSC)
- Dmitry Tolokonnikov, Vice President, Deputy Chief of Law Department, Russian Direct Investment Fund
- Nadezhda Ushakova, Senior Vice President, Chief of Depository, JSC VTB Bank
- Alexei Fedotov, Chief of Securities Division, ZAO Citibank
- Andrei Shemetov, Deputy Chairman of the Management Board, Moscow Exchange
A decision has been made to exclude Irina Ryazhskikh from the list of candidates to the Internal Audit Commission formed by NSD’s Supervisory Board on 6 March and replace her with Inna Danilova, Chief of Consolidated Budgeting and Management Reports Department, Moscow Exchange.
NSD’s Supervisory Board has made a decision to approve the annual report of NSD for 2012 including annual financial statements and consolidated financial statements of NSD and recommended the AGM to:
- approve the annual report of NSD for 2012 including annual financial statements and consolidated financial statements of NSD.
- Take into consideration the audit report on NSD’s annual report, the audit report on NSD’s consolidated financial statements and the report by NSD’s Internal Audit Commission on the results of the audit of NSD’s operating and financial activities for 2012.
STATUS Registrar CJSC has been authorized to act as a ballot committee at the AGM; the terms of the agreement concluded by NSD with STATUS providing STATUS’s functions as a ballot committee at the AGM in 2013 have been also approved.
NSD’s Supervisory Board has recommended the AGM:
1. To establish the following procedure of the conducting the AGM:
- The Ballot Committee’s functions (that will be executed by NSD’s registrar - STATUS Registrar CJSC) include:
- Examining the power and registering the persons entitled to take part in the AGM;
- Ensuring if quorum is present;
- Explaining the issues related to execution of voting rights by the shareholders (or their representatives) at the AGM;
- Explaining the procedure of voting;
- Providing compliance with the established voting procedure and execution of the shareholders’ voting rights;
- Calculating votes and summing up the results of the vote;
- Preparing a protocol of the results of the vote;
- Transferring the voting ballots to archive
- To appoint Anna Panchenkova, Specialist of Legal Unit, NSD, as the Secretary of the AGM.
- Voting on items 1 and 10 of the AGM agenda is to be held by means of raising the AGM’s participants’ hands with the AGM’s participant cards. Voting on other items of the agenda is to be held using voting ballots which text and format is approved by NSD’s Supervisory Board on 24 May 2013.
2. To distribute NSD’s net profit for 2012 as follows:
- RUB3,000,000,000 to pay as dividends
- RUB374,648,000 to leave at the company’s disposal.
- To establish an amount of dividend in the sum of RUB2,540.92 per one registered share before income tax payment in compliance with the Sub-paragraph 1, Paragraph 3, Clause 284 of Russia’s Tax Code.
- To establish the term of dividend payment as 60 days since the AGM’s decision on dividend payment and to pay dividend by means of bank transfer of funds to the shareholders’ bank accounts.
3. To make the following decisions:
- To spend for remuneration of the members of NSD’s Supervisory Board for the period from the date of their election to the Board to the date of the AGM in 2013 a total sum not exceeding RUB20.5 million.
- To pay RUB2 million as remuneration for the period from the date of the election to the Board to the date of the AGM in 2013 to Alexander Ikonnikov, an independent director of NSD.
- To pay to remaining members of NSD’s Supervisory Board remuneration for the period from the date of the election to the Board to the date of the AGM in 2013; the amount of remuneration is to be calculated in compliance with terms established by the Principles of establishing the amount of remuneration to the members of NSD’s Supervisory Board approved by the AGM on 25 May 2012.
- Not to pay remuneration to the members of NSD’s Internal Audit Commission as they are employees of Moscow Exchange Group.
- To approve the Regulations on remuneration and compensation of expenses of the members of the Supervisory Board of NSD.
4. 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 2014.
5. To approve the amended Articles of Association of NSD.
NSD’s Supervisory Board has established the limit for the sums of interested party transactions planned to be concluded with Moscow Exchange in future, and recommended the AGM to approve the following transactions:
- transactions related to lease/sublease of non-residential premises; the amount of each transaction shall not exceed RUB9,000,000 (excluding VAT), and the aggregate amount of all transactions shall not exceed 9,000,000 per annum (excluding VAT);
- transactions related to lease of parking lots; the amount of each transaction shall not exceed RUB200,000 (excluding VAT), and the aggregate amount of all transactions shall not exceed 200,000 per annum (excluding VAT);
- transactions related to printing services; the amount of each transaction shall not exceed RUB500,000 (excluding VAT), and the aggregate amount of all transactions shall not exceed 500,000 per annum (excluding VAT);
- transactions related to lease of vehicles; the amount of each transaction shall not exceed RUB2,400,000 (excluding VAT), and the aggregate amount of all transactions shall not exceed 2,400,000 per annum (excluding VAT);
- transactions related to amending bank account agreements, cash settlements on clearing operations with clearing organizations that do not include financial terms (changes in procedures of information exchange, document circulation and messaging formats) and also to concluding new versions of the agreements in case if their financial terms are not changed.
The Supervisory Board of NSD has made decision to recommend Moscow Exchange to sell one its share in NSD to Evrofinance Mosnarbank.
About NSD
National Settlement Depository (NSD) is the central securities depository of the Russian Federation, a part of the Moscow Exchange Group. NSD is Russia's national numbering agency and the substitute numbering agency for the CIS, authorized to assign the international ISIN and CFI codes.
The status of central securities depository was assigned to NSD by the Russian Federal Financial Markets Service’s order on 6 November 2012.
NSD holds professional securities market participant license #177-12042-000100 for depository operations issued by the Russian Federal Financial Markets Service on 19 February 2009, license #3294 for bank operations issued by the Central Bank of the Russian Federation on 26 July 2012 and license #077-00004-000010 for the clearing activities issued by the Russian Federal Financial Markets Service on 20 December 2012.
Registered office: Building 8, 1/13, Sredny Kislovsky Pereulok, Moscow 125009, Russia.
Supplementary office "Krasnye Vorota": 12, Spartakovskaya St., Moscow 105066, Russia.
For further information about NSD: www.nsd.ru, or NSD Public Affairs Division: +7 495 232 0910, e-mail
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