NSD Reports AGM Results

On 24 June 2014, National Settlement Depository (NSD), Russia’s central securities depository, held its Annual General Meeting of shareholders (AGM).

The company’s shareholders adopted the following resolutions:

• To approve the company's annual report that contained the annual financial statements and the consolidated financial statements for 2013, took into consideration the auditor’s opinion on NSD’s annual report, as well as the Audit Committee’s report based on results of the audit of NSD's financial and economic activities for 2013.

• To allocate RUB1.1 billion of the net profit for dividend payment on the basis of RUB931.67 per one registered common share before payment of tax for income received in the form of dividend, and to set the record date for the persons having right to receive dividend on 7 July 2014.

• To select Ernst&Young Vneshaudit CJSC to conduct the RAS and IFRS audit to the date of NSD's planned 2015 AGM.

• To appoint Eddie Vladimirovich Astanin as Chairman of the Executive Board of NSD for a three-year term.

• To elect fifteen members of the Supervisory Board:
  1. Valeria Avksentyeva, Operations Director, OTKRITIE Brokerage House OJSC;  
  2. Eddie Astanin, Chairman of the Executive Board, NSD;
  3. Sergei Berezhny, General Director, Computershare LLC;
  4. Paul Bodart, member of the Board of ECB’s Target2-Securities;
  5. Oleg Vyugin, Chairman of the Board of Directors, MDM Bank OJSC;
  6. Bella Zlatkis, Deputy Chairman of the Management Board, Sberbank of Russia OJSC;
  7. Alexander Ikonnikov, Chairman of the Supervisory Board, Independent Directors Association;
  8. Paul James Ostling, Member of the Board of Directors, Uralkali OJSC
  9. Andrei Popov, Chief of IT Department, Member of the Management Board, Raiffeisenbank CJSC;
  10. Vladimir Reutov, Deputy Chairman of the Management Board, BANK St. Petersburg OJSC;
  11. Oksana Strakhova, Director of Depository, Vnesheconombank;
  12. Dmitry Tolokonnikov, Vice President, Deputy Chief of Law Department, Russian Direct Investment Fund;
  13. Nadezhda Ushakova, Senior Vice President, Chief of Depository, VTB Bank OJSC;
  14. Alexei Fedotov, Director, Chief of Securities Department, Citibank CB CJSC;
  15. Dmitry Scheglov, Managing Director responsible for operations, member of the Management Board, Moscow Exchange OJSC.
• To elect the members of the Audit Committee:
  • Olga Gordienko, Chief Accountant, Moscow Exchange OJSC;
  • Inna Danilova, Head of Consolidated Budgeting and Management Accounting, Moscow Exchange OJSC;
  • Vladimir Sukhachev, Head of Internal Audit Service, Moscow Exchange OJSC.
• To pay remuneration calculated in compliance with the terms established by the Regulations on Establishing the Amount of Remuneration and Compensation of Expenses of the Members of NSD Supervisory Board* to the members of the Supervisory Board elected by the AGM on 26 June 2013, taking into account their individual contributions to NSD management.

* – Approved by the company’s AGM on 26 June 2013.

• To approve the new version of NSD’s Articles of Association and the new version of the Regulations on Establishing the Amount of Remuneration and Compensation of Expenses of the Members of NSD Supervisory Board.

• To approve the interested party transactions that are planned to be concluded with Moscow Exchange OJSC or may be concluded in future in the course of NSD’s business operations.