Registered by
the National Bank
of the Republic of Belarus
May 15, 1991
Registration No. 5
CHARTER
of
Paritetbank
Open Joint-Stock Company
(Paritetbank OJSC)
The new wording of the Charter approved by
the General Meeting of Shareholders of
Paritetbank OJSC on
08.07.2015, Minutes No. 2
with amendments accepted by
the General Meeting of Shareholders:
25.11.2015, Minutes No. 5
26.09.2018, Minutes No. 5
City of Minsk
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Article 1. General Provisions
1. Paritetbank Open Joint-Stock Company (hereinafter referred to as the “Bank”) is a legal
entity and carries out its activity on the grounds of the legislation of the Republic of Belarus and
this Charter.
2. Name of the Bank:
In Belarusian:
full – Адкрытае акцыянернае таварыства «Парытэтбанк»;
abbreviated – ААТ «Парытэтбанк»;
In Russian:
full – Открытое акционерное общество «Паритетбанк»;
abbreviated – ОАО «Паритетбанк»;
In English:
full – Paritetbank Open Joint-Stock Company
abbreviated – Paritetbank OJSC.
3. The Bank has a round seal containing its name, trade mark (service mark), and other
details required for its activity. The Bank has the right to have other seals, as well as stamps and
headed note-paper with its name and trade mark (service mark), other means of visual
identification.
4. Location of the Bank (location of the Management Board): 61a Kiselev St., Minsk,
220002, Republic of Belarus.
Article 2. Status and Structure of the Bank
1. The Bank has been started up in the form of an open joint-stock company registered by
the National Bank of the Republic of Belarus under the name Poisk Commercial Bank on May 15,
1991, registration number 5. Pursuant to the decision of the General Meeting of Shareholders of the
Bank dated 26.03.2004 (Minutes No. 2) the name of the Bank was changed into Paritetbank Open
Joint-Stock Company.
2. The Bank is a commercial organisation having, on the grounds of a special permit
(licence) to carry out banking activities, an exclusive right to execute in aggregate the banking
operations of attracting monetary assets of natural persons and (or) legal entities into accounts and
(or) contributions (deposits), of allocation of the said attracted monetary assets on its own behalf
and at its own expense on conditions of redemption, payment and fixed period of time, of opening
and running banking accounts of natural persons and (or) legal entities.
3. The Bank has separate property in its ownership carried on its independent balance sheet,
bears solely liability for its obligations, may make transactions and perform other acts, acquire and
execute ownership and personal non-ownership rights on its own behalf, fulfil duties, be the
plaintiff and the defendant at the court.
4. The Bank shall be liable for its obligations with all the property owned by it.
The Bank shall not be liable for the obligations of its shareholders, and the shareholders
shall not be liable for obligations of the Bank, with the exception of the cases provided for by the
legislative acts or this Charter.
If economic insolvency (bankruptcy) of the Bank is caused by the shareholders or other
persons, including the Bank’s CEO, who have the right to give the instructions obligatory for the
Bank or are otherwise able to determine its actions, in case of insufficiency of property of the Bank
such persons shall be charged with subsidiary responsibility under its obligations in accordance
with legislative acts.
The Bank shall not be liable for the obligations of the state and the state shall not be liable
for the obligations of the Bank, with the exception of the cases when it assumed such obligations on
its own initiative or otherwise stipulated by the legislation.
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5. The Bank shall have the right, in accordance with the procedure established by the
legislation, to take part in the activity of and establish other legal entities (commercial and non-
commercial organisations), have affiliated and subsidiary companies, unitary enterprises. The Bank
shall not be liable for the obligations of the legal entities of which it is the founder (member) or
owner of property, and they shall not be liable for the obligations of the Bank, with the exception of
the cases stipulated by legislative acts or constituent documents of the said legal entities.
6. The Bank may, in accordance with the procedure established by the legislation, establish
(open) separate units (branches, representative offices), structural units without independent balance
sheets, and remote work places carrying out their activity on behalf of the Bank. The Bank shall be
liable for activity of its separate and structural units, remote work places.
7. For implementation of the objectives and tasks set before the Bank and for carrying out its
activity, the Bank shall adopt local regulatory legal acts (hereinafter referred to as the “local acts”)
and other internal documents.
This Charter shall prevail over other local acts and internal documents of the Bank.
8. The Bank is established without limitation of its duration.
9. The organisational structure of the Bank includes: Parent Bank and structural units that do
not have an independent balance sheets.
Article 3. Objectives and Subject of Operation of the Bank
1. The Bank is established for the purposes of carrying out banking activities. The main
objective of the Bank is attraction of profit.
2. The Bank may carry out, in compliance with the legislation, any kinds of activity, with
the exception of activity exercise of which is prohibited to the banks or contravenes limitations
established by the legislation. Individual types of activity, the list of which is defined by the
legislation, may be exercised by the Bank only on the grounds of an appropriate special permit
(licence).
3. The Bank shall have the right to execute the following banking operations on the grounds
of a special permit (licence) to carry out banking activities issued by the National Bank of the
Republic of Belarus:
attraction of monetary assets of natural persons and legal entities into accounts and
contributions (deposits);
allocation of the attracted monetary assets specified in paragraph two of this clause on its
own behalf and at its own expense on conditions of redemption, payment and fixed period of time;
opening and management of banking accounts of natural persons and legal entities;
opening and management of accounts in precious metals;
performance of settlement and cash servicing of natural persons and legal entities, including
correspondent banks;
currency-exchange transactions;
purchase and sale of precious metals in cases provided for by the National Bank of the
Republic of Belarus;
attraction and allocation of precious metals into contributions (deposits) of natural persons
and legal entities;
issuance of bank guarantees;
trust management of bank-managed fund under the bank-managed fund trust management
contract;
trust management of monetary assets under the monetary assets trust management contract;
collection of money in cash, payment instructions, precious metals and precious stones and
other valuables;
issuance (emission) of bank plastic cards;
issuance (emission) of electronic money;
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issuance of securities confirming the attraction of monetary assets into contributions
(deposits) and their allocation on accounts;
financing under concession of a monetary claim (factoring);
provision of special premises or safes located therein to natural persons and legal entities for
banking storage of documents and valuables (monetary assets, securities, precious metals, and
precious stones, etc.);
transportation of money in cash, payment instructions, precious metals and precious stones
as well as other valuables between banks and non-banking credit and financial organisations, their
separate and structural units, as well as delivery of such valuables to the clients of banks and non-
banking credit and financial organisations.
4. On the grounds of a special permit (licence) to carry out professional and stock-exchange
activities in securities issued by the Ministry of Finance of the Republic of Belarus, the Bank shall
perform (render) works and services comprised by this type of activity, information on which is
specified in the special permit (licence).
5. Apart from the banking operations specified in clause 3 of this Article, according to the
legislation the Bank shall be entitled to perform the following:
pledgery for the third parties providing for execution of obligations in the monetary form;
trust management of precious metals and (or) precious stones;
operations (transactions) with precious metals and (or) precious stones;
leasing activity;
consultation and information services;
issuance (emission), sale, purchase of securities, and other operations with securities;
offset of mutual monetary and other financial liabilities and obligations and determining net
positions (clearing activity);
operations in the Republic of Belarus and abroad involving commemorative notes,
commemorative and bullion (investment) coins being legal money of the Republic of Belarus at the
price not lower than the nominal one;
other activities stipulated by the legislation of the Republic of Belarus performed for own
needs and (or) necessary for securing performance of banking operations, except for performance of
insurance activity as insurer.
6. Taking into consideration the requirements of the legislation, the Bank shall develop,
introduce, and operate the software and software and hardware packages intended for automation of
its activity.
7. According to the requirements of the legislation and local acts, the Bank shall ensure
security of operation of the objects and rendering of banking services, as well as protection of the
information resources and the information with restricted distribution and (or) access.
Article 4. Authorised Fund and Securities of the Bank
1. The authorised fund of the Bank amounts to 66,098,896.92 (sixty-six million ninety-eight
thousand eight hundred and ninety-six roubles ninety-two kopecks) Belarusian roubles.
The amount of non-monetary part of the authorised fund is 19,283,099.8593 (nineteen
million two hundred and eighty-three thousand ninety-nine roubles eighty-five and ninety-three
hundredths kopecks) Belarusian roubles or 29.17 (twenty-nine and seventeen hundredth) per cent to
the total amount of the registered authorised fund of the Bank.
The authorised fund of the Bank is divided into 220,329,656,400 (two hundred and twenty
billion three hundred and twenty-nine million six hundred and fifty-six thousand four hundred)
shares, including: 220,310,818,106 (two hundred and twenty billion three hundred and ten million
eight hundred and eighteen thousand one hundred and six) ordinary (equity) shares with the
nominal value of 0.0003 (zero roubles three hundredths kopecks) Belarusian roubles each and
18,838,294 (eighteen million eight hundred and thirty-eight thousand two hundred and ninety-four)
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privileged shares with the nominal value of 0.0003 (zero roubles three hundredths kopecks)
Belarusian roubles each.
2. All shares of the Bank are registered ones. The Bank shall have the right to issue shares of
two categories:
ordinary (equity) and privileged ones. The part of privileged shares in the total amount of
the authorised fund of the Bank may not exceed 25 (twenty-five) per cent. All privileged shares
issued by the Bank belong to one type.
The shares are issued in the form of accounts. The Bank’s Rules of procedure for the
security holder register is approved by the Board with due regard to the requirements established by
the legislation.
3. The authorised fund of the Bank is stated in Belarusian roubles and formed in accordance
with the procedure established by the legislation and this Charter. Own assets of the shareholders,
other persons or sources of the own assets of the Bank may be used for increase of the authorised
fund of the Bank. Contributions to the authorised fund of the Bank may be made either in monetary
or in non-monetary form.
Monetary contributions into the authorised fund of the Bank may be made both in
Belarusian roubles and in foreign currency, with the exception of the cases provided for by the
legislation.
Foreign currency shall be converted into the official monetary unit of the Republic of
Belarus in accordance with the procedure defined by the legislation.
Assessment of the value of the cost of the non-monetary contribution into the authorised
fund of the Bank shall be approved by the General Meeting of Shareholders on the grounds of
expert examination of reliability of the assessment of the value of the non-monetary contribution.
The procedure of making non-monetary contributions into the authorised fund of the Bank and
assessment of their value in the part not regulated by the legislation and this Charter shall be
defined by the local act of the Bank approved by the General Meeting of Shareholders.
The nominal value of the Bank’s shares shall be expressed in Belarusian roubles regardless
of the form or currency of the contribution into the authorised fund.
4. The authorised fund of the Bank may be increased by issuance of additional shares or
increase in the nominal value of the shares pursuant to a decision of the General Meeting of
Shareholders.
The increase of the authorised fund of the Bank by issuance of additional shares may be
made both at the expense of the sources of own assets of the Bank and (or) shareholders and at the
expense of other investments. The increase of the authorised fund of the Bank by increase in the
nominal value of the shares shall be made at the expense of the sources of own assets of the Bank
and, subject to a decision approved unanimously by all shareholders, at the expense of the assets of
the Bank’s shareholders.
Additional shares shall be issued by the Bank and placed in accordance with the procedure
established by the legislation and this Charter.
5. The authorised fund of the Bank may be reduced through reduction of the nominal value
of the shares or by acquisition of a part of the shares by the Bank for the purpose of reduction of
their total number pursuant to a decision of the General Meeting of Shareholders.
The reduction of the authorised fund of the Bank shall be allowed only upon receiving the
written permit of the National Bank of the Republic of Belarus and notification of all creditors of
the Bank according to the procedure stipulated by the legislation.
6. The purchase of shares of its own issuance shall be made by the Bank pursuant to the
decision of the General Meeting of the Shareholders in accordance with the procedure established
by the legislation and this Charter.
The Bank shall receive an authorisation of the National Bank of the Republic of Belarus for
purchase of more than 5 (five) per cent of the shares issued by the Bank unless otherwise stipulated
by the legislative acts.
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The decision on purchase of the shares of its own issuance by the Bank on its own initiative
shall contain details and information stipulated by the legislation.
The Bank shall notify the shareholders being the owners of the shares in respect of which
the decision of purchase is made in accordance with the requirements of the legislation by
publication in the Zviazda Newspaper and (or) by posting on the official site of the Bank on the
Internet global computer network, or by an announcement in any other way making the text of the
offer to purchase the shares available to the general public. In cases when the legislation does not
require the offer to purchase the shares to be brought to notice of the general public, within 15
(fifteen) days after the General Meeting of Shareholders had approved the decision on purchase by
the Bank of the shares of its own issuance, the Bank shall notify the shareholders being the owners
of the shares in accordance with the procedure used for notification of such shareholders about
holding of this meeting or by sending by telecommunication means, by mail or by courier a written
notice about the number of shares of each category purchased by the Bank, the share purchase price,
the time limit for submission of the offers from the shareholders regarding sale of the shares and the
time limit for purchase of the shares.
The offer for sale of the shares shall be deemed to be submitted by the shareholder in proper
time, if it is received by the Bank before expiration of the time for submission of the offers from the
shareholders regarding sale of the shares as defined in the decision of the General Meeting of
Shareholders on purchase by the Bank of the shares of its own issuance. Offers received by the
Bank after expiration of the said time shall not be considered.
The offer for sale of the shares shall be submitted in writing by sending it to the Bank by
mail, by courier or by telecommunication means with obligatory delivery (sending) of the original
copy and shall contain the name (company name), place of residence (location) and signature of the
shareholder, the number of shares of each category to be sold in respect of which the decision of
purchase is made by the Bank. The offer from the shareholder being a natural person shall also
contain their statement about the fact that the sale of the share does not violate requirements of the
legislation as to security transactions settled by the persons having available the confidential
information of the issuer in the security market. The offer from the shareholder being a legal entity
shall be certified by an impression of their seal (if any).
Not later than in 10 (ten) days after expiration of the time for submission of the offers from
the shareholders regarding the sale of the shares the Board shall consider the offers submitted in
proper time and make a decision on purchase of the shares from the shareholders or refusal to
purchase the shares in cases if:
the offer from the shareholder does not comply with the requirements of part six of this
clause and (or) decision of the General Meeting of the Shareholders on purchase by the Bank of the
shares of its own issuance;
the sale of the shares by the shareholder violates requirements of the legislation as to
security transactions settled by the persons having available the confidential information of the
issuer in the security market.
The Bank shall, pursuant to the results of consideration of the offers, notify the shareholders
in writing about refusal to purchase the shares or offer to conclude a share purchase agreement
according to the form established by the Bank (with the exception of a case when in compliance
with the requirements of legislation the agreement is concluded in the exchange market) within the
time period established by the decision of the General Meeting of Shareholders on purchase by the
Bank of the shares of its own issuance. The shares shall be purchased subject to conditions of the
concluded share purchase agreement within time limits stipulated therein which shall not exceed the
time limit established by the General Meeting of Shareholders.
If the total number of shares offered for purchase exceeds the number of shares decided to
be purchased by the Bank, the shares shall be purchased from the shareholders in proportion to the
announced offers. If the number of shares resulting from calculation is aliquant of one, then the
method of downward rounding to a whole number shall be applied.
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Shares purchased by the Bank pursuant to the decision of the General Meeting of
Shareholders on reduction of the authorised fund for the purpose of decreasing their total number
shall be cancelled in accordance with the procedure established by the legislation. Shares purchased
pursuant to the decision of the Bank itself in other cases shall be put at the disposal of the Bank.
The Bank shall not have the right to make a decision on purchase of shares and to purchase
shares of its own issuance in cases established by the legislation.
7. The Bank shall redeem the shares of its own issuance on request of the shareholders in
cases stipulated by the legislation.
The list of shareholders whose shares shall be redeemed by the Bank on their request shall
be made on the basis of information from the same security holder register used for preparation of
the list of persons entitled to participate in the General Meeting of Shareholders the agenda of
which included issues, decisions on which may entail origin of the shareholders’ right to require
redemption of the Bank’s shares.
The price of the shares repurchased by the Bank on request of its shareholders shall be
determined in accordance with the legislation and approved by the same General Meeting of
Shareholders making the decision that may entail origin of the shareholders’ right to require
redemption of the shares.
Within 15 (fifteen) days after making the decision by the General Meeting of Shareholders,
which entailed the origin of the shareholders’ right to require repurchase of the shares by the Bank,
the Bank shall notify such shareholders, in accordance with the procedure used for their notification
of this meeting, about their right to require repurchase of the share, the share repurchase price, the
time limit for submission of applications with a request to repurchase shares and the time limit to
implement repurchase of the shares.
The application with the request to repurchase shares shall be deemed given in proper time,
if it is received by the Bank within 30 (thirty) days after making the decision by the General
Meeting of Shareholders, which entailed origin of the shareholders’ right to require repurchase of
the shares by the Bank. Applications received by the Bank after expiration of the said time shall not
be considered.
The application with the request to repurchase shares shall be submitted in writing by
sending it to the Bank by mail, by courier or by telecommunication means with obligatory
subsequent delivery (sending) of the original copy and shall contain the name (company name),
place of residence (location) and signature of the shareholder, the number of shares of each category
repurchase of which is requested and the grounds for this request. The application from the
shareholder being a natural person shall also contain a confirmation of the fact that sale of the
shares does not violate requirements of the legislation as to security transactions settled by persons
having available the confidential information of the issuer in the security market. The application
from the shareholder being a legal entity shall also be certified by an impression of their seal (if
any).
The Management Board, in 10 (ten) days, at the latest, after the expiry of the time limit for
submission of applications with a request to repurchase shares from the shareholders, shall consider
the applications submitted in proper time and make a decision on satisfaction thereof or on refusal
to repurchase in cases if:
the application does not comply with the requirements of part six of this clause;
the shareholder is not entitled to require repurchase of the shares by the Bank according the
information contained in the list of shareholders whose shares shall be repurchased by the Bank on
their request, and (or) according to the registration data of the members of the General Meeting of
Shareholders who made the decision, which resulted in the occurrence of the shareholders’ right to
demand repurchase of shares by the Bank, and (or) according to the information on the results of
voting on this decision;
the sale of the shares by the shareholder violates requirements of the legislation as to
security transactions settled by the persons having available the confidential information of the
issuer in the security market.
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Within 10 (ten) days after the expiry of the time limit for consideration of applications with
the request to repurchase shares the Bank shall, according to the results of consideration of the
applications, notify the shareholders about refusal to repurchase in writing or offer to conclude a
share repurchase agreement (to send an offer to conclude an agreement) according to the form
established by the Bank (with the exception of a case when in compliance with the requirements of
legislation the agreement is concluded in the exchange market). The shares shall be purchased
subject to conditions of the concluded share repurchase agreement within time limits stipulated
therein which shall not exceed 30 (thirty) days after conclusion of the agreement.
The total amount of monetary funds assigned by the Bank for repurchase of the shares on
request of its shareholders may not exceed 10 (ten) per cent of the Bank’s net asset value as of the
date of making the decision entailing origin of the shareholders’ right to require repurchase of the
shares by the Bank. If the total number of the shares offered for repurchase on request of the
shareholders exceeds the number of shares the Bank may purchase subject to the said restriction, the
shares shall be repurchased from the shareholders in proportion to the claimed request. If the
number of shares resulting from calculation is aliquant of one, then the method of downward
rounding to a whole number shall be applied.
The shares repurchased by the Bank on request of its shareholders in case of reorganisation
of the Bank shall be subject to cancellation in accordance with the procedure established by the
legislation. Shares repurchased by the Bank in other cases shall be put at the disposal of the Bank.
8. The shares of its own issuance transferred at the disposal of the Bank shall not give the
right to vote, they shall not be taken into consideration for counting of votes at the General Meeting
of Shareholders and no dividends shall be accrued on them. Such shares shall be sold within 8
(eight) years in accordance with the purpose defined in the decision of the General Meeting of
Shareholders (with the exception of shares repurchased by the Bank on request of the shareholders
in case of reorganisation of the Bank, which are subject to cancellation according to the established
procedure). If this is not the case, the General Meeting of Shareholders shall make a decision on
reduction of the authorised fund of the Bank for the amount of nominal value of the shares.
9. Pursuant to a decision of the General Meeting of Shareholders, the number of the Bank’s
shares may be changed without changes in the size of the authorised fund of the Bank by
consolidation or splitting of shares. No changes in the number of shareholders and shareholding
ration and formation of fractions (fractional shares) shall be allowed in this case.
Article 5. Rights and Obligations of Shareholders of the Bank
1. The shareholders of the Bank are persons, including foreign ones, entitled to the right of
ownership, the right of economic management or operational control to the Bank’s shares.
2. The Shareholders of the Bank shall have the right to:
dispose of the shares of the Bank owned by them in accordance with the legislation,
including alienation thereof to unrestricted range of persons without consent of other Shareholders;
receive information on activity of the Bank and get acquainted with its documentation in the
scope and in accordance with the procedure established by the legislation and Article 13 hereof;
exercise other rights provided for by the legislation and this Charter.
3. Each ordinary (equity) share of the Bank shall certify the same extent of the rights of a
Shareholder being its owner. The Shareholders owning the ordinary (equity) shares of the Bank
shall be entitled to:
participate in the General Meeting of Shareholders with the right to vote on issues covered
by the competence of the General Meeting of Shareholders, with the exception of the cases
provided for by the legislation;
receive a part of the Bank’s profit in the form of dividends;
obtain a part of the property remaining upon settlements with the creditors or value thereof
in case of liquidation of the Bank.
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4. Each privileged share of the Bank of one type shall certify the same extent of the rights of
a Shareholder being its owner. The Shareholders owning the privileged shares of the Bank shall be
entitled to:
receive a part of the profit of the Bank in the form of fixed dividends at 16 (sixteen) per cent
of the nominal value of the share per annum for each privileged share owned by them within the
term established by the part seven of clause 5 of Article 6 hereof;
receive, in case of liquidation of the Bank, a fixed value of the property equal to the total
nominal value of the privileged shares owned by them or a part of the property remaining upon
settlements with the creditors corresponding to this value;
participate in the General Meeting of Shareholders with the right to vote in cases stipulated
by the legislation.
5. The Shareholders shall be obliged:
to make their contributions to the authorised fund (pay for purchased shares) of the Bank in
full amount and in a timely manner;
to abide by provisions of this Charter and fulfil decisions of the General Meeting of
Shareholders passed within limits of its competence and in compliance with the established
procedure;
to prevent any actions (failure to act) that may damage the interests of the Bank and not to
impede activity of the Bank by their actions (failure to act);
not to disclose bank secrets, commercial secrets and other information received in
connection with the membership in the Bank, if distribution or disclosure of such information is
restricted according to the legislation and local acts of the Bank, with the exception of cases
provided for by the legislative acts;
to fulfil other duties associated with the membership in the Bank and provided for by the
legislation and this Charter.
6. The shareholders recognised as affiliates or insiders of the Bank shall provide, in the
volume, according to the procedure and within time limits established by the legislation and local
acts of the Bank approved by the management bodies of the Bank, information necessary for
determination of the circle of the affiliates and insiders of the Bank and keeping a record of them, as
well as information on settled or planned transactions of the Bank, which came to their notice and
the settlement of which may be recognised as being of interest to them.
7. The shareholders that own, or will own, or through whom one person (a beneficiary of the
Bank) owns or will own the shares of the Bank in the amount equal to or exceeding 5 (five) per
cent, shall provide, in the volume, according to the procedure and within time limits established by
the legislation and local acts of the Bank approved by the management bodies of the Bank,
information necessary for determination of the circle of the beneficiaries of the Bank and keeping a
record of them, for assessment of their compliance with the requirements established by the
National Bank of the Republic of Belarus.
Article 6. Property and Resources of the Bank. Distribution of Profit and Losses
1. The Bank owns the property transferred as contributions by the Shareholders of the Bank
to its authorised fund; property of unitary enterprises incorporated by the Bank; property acquired
by the Bank within its activities exercised by it, as well as property acquired by the Bank on other
grounds permitted by the legislation.
2. The Bank shall perform its activities out of own resources and attracted resources formed
from the property owned by the Bank; monetary funds of legal entities and natural persons available
on accounts and deposits; credits (loans), issuance of bonds and other securities; retained profit of
the current year and other sources not prohibited by the legislation.
3. The Bank shall have the right to allocate profit remaining at its disposal after payment of
taxes and other compulsory payments to form the funds of the Bank and distribute a part of it
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among the Shareholders by payment of dividends in accordance with the legislation and this
Charter.
4. Out of the profit remaining at the disposal of the Bank after payment of taxes and other
compulsory payments, the Bank shall form a reserve fund and other funds created according to
decision of the General Meeting of Shareholders.
The reserve fund shall be formed to be used to cover losses of the Bank.
Allocations to the reserve fund shall amount to at least 5 (five) per cent of the Bank’s profit
remaining at its disposal after payment of taxes, charges (duties), other compulsory payments to the
national and local budgets, state non-budgetary fund of social protection of the population of the
Republic of Belarus and other state non-budgetary funds, until the reserve fund reaches at least 10
(ten) per cent of the size of the regulatory Bank’s capital.
The shareholder shall have the right to contribute monetary funds to the reserve funds of the
Bank or for covering its losses.
The procedure of formation and use of the Bank’s funds shall be defined by the General
Meeting of Shareholders, taking into consideration the requirements of the legislation and this
Charter. The amounts of allocations to the Bank’s funds shall be established by the General Meeting
of Shareholders.
Pursuant to a decision of the Supervisory Board, advance allocations to the Bank’s funds out
of the current-year profit may be made in accordance with the amounts of allocations approved by
the General Meeting of Shareholders, and the amount of such advance allocations shall be taken
into account for final formation of the funds at year end.
5. The Bank shall have the right to distribute a part of the profit, which remains at its
disposal after payment of taxes and other compulsory payments and cover of the losses of current
periods formed due to the Bank’s fault, among the shareholders by payment of dividends.
The Bank shall pay dividends in the cases and according to the procedure established by the
legislation.
A decision on declaration and payment of dividends as well as on the amount of the
dividends and the procedure for their payment shall be made by the General Meeting of
Shareholders. The dividends shall be paid on placed shares only.
The issue of declaration and payment of dividends shall be considered at the annual General
Meeting of Shareholders when approving distribution of profit and losses of the Bank.
The amount of the dividends shall be declared in Belarusian roubles per one share and (or)
in terms of percentage points to the nominal value of one share. The amount of dividends paid on
privileged shares may not be less than the amount of dividends paid on ordinary (equity) shares.
The dividends shall be paid in Belarusian roubles, while the shareholders being non-
residents of the Republic of Belarus may be paid dividends in a foreign currency at the official rate
of the Belarusian rouble against of a respective foreign currency established by the National Bank
of the Republic of Belarus as of the date of payment, taking into account the requirements of the
foreign exchange legislation.
If there are no legislative restrictions for payment of dividends, the dividends shall be paid
not later than in 60 (sixty) days after making the decision on declaration and payment thereof.
The list of shareholders entitled to receive dividends shall be made on the basis of
information from the same bank security holder register used for preparation of the list of persons
entitled to participate in the General Meeting of Shareholders that made a decision on payment of
the respective dividends.
Information on the time, procedure and place of dividend payment shall be brought to notice
of the shareholders according to the same procedure used for their notification about the General
Meeting of Shareholders.
Dividends payable to the shareholders being legal entities, as well as the shareholders being
natural persons on request of the latter shall be transferred to their bank accounts.
The Bank shall not have the right to make a decision on declaration and payment of
dividends and pay dividends in the cases established by the legislation.
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The procedure of declaration and payment of dividends in a part not regulated by this
Charter shall be defined by a local act of the Bank approved by the General Meeting of
Shareholders.
Article 7. Bodies of the Bank
1. The bodies of the Bank are management bodies of the Bank and its control bodies. The
management bodies of the Bank are:
the General Meeting of Shareholders, which is a supreme management body of the Bank;
the Supervisory Board, which is a collective management body of the Bank responsible for
general management of activity of the Bank;
the Management Board which is a collective executive body of the Bank.
The control body of the Bank is the Audit Commission.
2. The Supervisory Board and the Audit Commission shall be accountable to the General
Meeting of Shareholders, the Management Board shall be accountable to the General Meeting of
Shareholders and the Supervisory Board.
3. While exercising their rights and performing their duties, the members of the Bank’s
bodies shall:
act on the basis of openness (inform the General Meeting of Shareholders and the
Supervisory Board of the Bank in accordance with the requirements of the law, this Charter and (or)
local acts of the Bank, and provide for other information that may affect the performance of their
authority by the members of the Bank’s bodies) in the interests of the Bank reasonably and in good
faith;
ensure equal and fair attitude to all shareholders of the Bank;
neither use the property of the Bank nor allow its use contrary to this Charter, decisions of
the General Meeting of Shareholders and (or) the Supervisory Board, as well as for personal
purposes;
fulfil their duties as provided for by the legislation and this Charter.Members of the Bank’s
bodies shall not disclose bank secrets, commercial secrets and other information received in
connection with participation in work of the Bank’s bodies, if distribution and (or) disclosure of
such information is restricted according to the legislation and local acts of the Bank.
4. The Supervisory Board members and the Management Board members shall provide, in
the volume, according to the procedure and within time limits established by the legislation and
local acts of the Bank approved by the management bodies of the Bank, information necessary for
determination of the circle of the affiliates and insiders of the Bank and keeping a record of them,
assessment of compliance of the Supervisory Board members and the Management Board members
with the established qualifying requirements and (or) business reputation requirements, as well as
information on settled or planned transactions of the Bank, which came to their notice and
settlement of which may be recognised as being of interest to them.
The Chairman of the Management Board, vice chairmen and members of the Management
Board shall inform the National Bank of the Republic of Belarus, the Management Board and, in
cases stipulated by the legislative acts of the Republic of Belarus, authorised state agencies and
other organisations on the purchase by them of the Bank’s shares and on all their transactions with
these shares within 5 (days) after the settlement thereof.
The Supervisory Board members, the Management Board members shall inform the central
board responsible for control and supervision over the security market, stock exchanges conducting
transactions with the shares of the Bank, as well as the Supervisory Board on the shares of the Bank
owned by such members and on their all their transactions with these shares within 5 (days) after
the settlement thereof.
The Supervisory Board members, the Management Board members shall inform the
Supervisory Board in writing on all their transactions with securities of the Bank, as well as on
transactions with securities of the Bank conducted by their spouse, parents, adult children and their
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spouses, adoptive parents, adult adopted children and their spouses, grandfather, grandmother, adult
grandchildren and their spouses, brothers, sisters and parents of the spouse within 5 (days) after the
settlement thereof.
5. The members of the Bank’s bodies shall be responsible to the Bank for any losses
suffered by the Bank due to their faulty actions (failure to act) in accordance with their competence
and pursuant to the procedure established by the legislation.
The issue of bringing to responsibility the Management Board members shall be considered
by the Supervisory Board and, in case of members of other bodies of the Bank, by the General
Meeting of Shareholders.
The members of the Bank’s bodies who voted against the resolution which caused the losses
for the Bank or who did not participate in such voting, however, shall not be liable, as well as in
other cases set forth by the legislation. Should several members of the Bank’s bodies be liable, their
liability to the Bank shall be joint liability. Should the members of the Bank’s bodies refuse
voluntary compensation of the losses, these losses may be recovered in the interests of the Bank in a
judicial proceeding by the claim of the Bank itself, members of the Supervisory Board authorised
by its resolution adopted by the majority of at least two thirds of the votes of all members of the
Supervisory Board, as well as the Shareholders of the Bank authorised by a resolution adopted by
the General Meeting of Shareholders by the majority of at least three fourths of the votes of the
persons participating in this Meeting.
Article 8. General Meeting of Shareholders
1. The exclusive competence of the General Meeting of Shareholders shall cover:
1.1. amendment of the Charter of the Bank
1.2. change in the amount of the authorised fund of the Bank;
1.3. making and approval of the decision on issue of shares by the Bank, the Bank’s share
issue prospectus, brief information; approval of the results of subscription to the shares of the Bank;
1.4. making the decision on purchase (sale) by the Bank of the shares of its own issuance for
the purposes and in cases defined by the legislation; approval of the price for purchase of shares by
the Bank on request of the shareholders in cases, stipulated by the legislation;
1.5. election of members of the Supervisory Board and Audit Commission and early
termination of their powers, with the exception of the cases when the powers of the Supervisory
Board members are early terminated according to the legislation without the decision made by the
General Meeting of Shareholders (due to discontinuation of membership in the Supervisory Board
upon application for withdrawal therefrom, death of the Supervisory Board member, declaration of
their death, recognition of their legal incapacity or missing);
1.6. approval of annual reports, annual accounting (financial) statements of the Bank, and
distribution of profit and losses of the Bank, if any, taking into account the opinion of the Audit
Commission and the audit report, as well as the information on the progress of implementation of
the Bank’s strategic development plan;
1.7. making a decision on reorganisation of the Bank or on approval of the deed of
assignment or separation balance sheet;
1.8. making a decision on liquidation of the Bank, formation of the Liquidation
Commission, appointment of its chairman or liquidator as well as approval of the interim
liquidation and liquidation balance sheets, with the exception of cases when the decision on
liquidation of the Bank is made by the National Bank of the Republic of Belarus or by the court
pursuant to the legislative acts;
1.9. making the decision on payment of dividends;
1.10. determination of the amount of remunerations and compensations of expenses of the
members of the Supervisory Board, Audit Board for fulfilment of their duties;
1.11. approval of local acts of the Bank in cases provided for by the legislation and this
Charter, including:
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the Supervisory Board Regulation;
the Audit Commission Regulation;
1.12. authorisation of the other bodies of Supervisory Board to make single decisions on
individual issues not covered by the exclusive competence of the General Meeting of Shareholders,
subject to restrictions established by legislative acts;
1.13. approval of the counting board members and their number;
1.14. definition of the procedure of holding the General Meeting of Shareholders as regards
the issues not regulated by the legislation, this Charter and local acts of the Bank;
1.15. making the decision on settlement of a major transaction and on settlement of a
transaction being of interest to the affiliates in the cases and according to the procedure stipulated
by Article 12 hereof.
1.16. the decision to pay to the Chairman of the Board, the Deputy Chairmen of the Board
remuneration based on the results of the work for the reporting year, including determination of the
total amount of funds allocated to pay this remuneration, the number of years during which the
remuneration will be paid, the amount of funds planned for payments in the current year, the
amount of funds planned for payment in the second year compared to the reporting one and in
subsequent years, the decision to pay a portion of the remuneration in the second year compared to
the reporting one and in subsequent years, its cancellation (reduction) and the conditions of such
cancellation (reduction);
1.17. making a decision to change the number of shares without changing the amount of the
authorized fund by consolidating or splitting the shares.
The competence of the General Meeting of Shareholders also includes issues submitted for
consideration by the General Meeting of Shareholders in accordance with this Charter and the
legislation of the Republic of Belarus. The General Meeting of Shareholders may take into
consideration any issue related to the activities of the Bank within the competence of other
management bodies of the Bank.
The issues covered by exclusive competence of the General Meeting of Shareholders may
not be transferred for consideration of other management bodies of the Bank.
The General Meeting of Shareholders shall not have the right to consider and decide on
issues that are not included into the agenda of the meeting, as well as change its agenda, with the
exception of a case when shareholders attending the General Meeting of Shareholders, having at
least 75 (seventy-five) per cent of voting shares, voted for making a decision on amending
(supplementing) the agenda.
2. The Supervisory Board is the management board of the Bank authorised to prepare,
convene and hold the General Meetings of Shareholders. The General Meeting of Shareholders may
be convened and held by other bodies or by the shareholders of the Bank in the cases and according
to the procedure established by the legislation and this Charter.
3. The General Meeting of Shareholders may be held in the presentee, absentee or mixed
forms. The General Meeting of Shareholders may not be held in the absentee or mixed form, if its
agenda includes at least one of the following issues:
election of the Supervisory Board members;
election of the Audit Commission members;
approval of the annual report, annual accounting (financial) statements of the Bank, and
distribution of its profit and losses;
reorganisation of the Bank;
liquidation of the Bank.
4. Each year, on March 27 at the latest, the Bank shall hold the annual ordinary General
Meeting of Shareholders at which the results of the Bank’s activity during the year shall be
considered, including reports in the progress of implementation of the Bank’s strategic development
plans; annual reports, annual accounting (financial) statements of the Bank, and distribution of
profit and loss of the Bank, if any, are approved, taking into account the opinion of the Audit
Commission, and also the results of an external independent assessment of the effectiveness of
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corporate governance (when it is conducted) are discussed, including an assessment of the
effectiveness of the Supervisory Board, the results of the self-assessment of the performance of the
Supervisory Board and its members, the results of the internal assessment of the performance of the
Bank’s Management Board, the issues of election of the members of the Supervisory Board and
Audit Commission, approval of the counting board members are considered.
The decision on convocation and holding of the annual General Meeting of Shareholders
shall be made by the Supervisory Board not later than in 50 (fifty) days after completion of the
accounting year. If the annual General Meeting of Shareholders is not convened by the Supervisory
Board in accordance with the established procedure within said time limits, it may be convened by
the bodies or shareholders (shareholder) of the Bank having the right to request holding an
extraordinary General Meeting of Shareholders.
Prior to the annual General Meeting of Shareholders, the Management Board shall prepare
information on the Bank’s activities for the reporting period that shall contain information that shall
be communicated to shareholders by virtue of law, this Charter and local acts of the Bank, and other
information initiated by the Board.
This information shall be available for review to persons entitled to participate in the
General Meeting of Shareholders at least 20 (twenty) days before the annual General Meeting of
Shareholders, at the places the addresses of which are indicated in the notice of the General
Meeting. This information shall also be available to persons participating in the General Meeting of
Shareholders during the meeting.
5. The General Meetings of Shareholders held in addition to the annual meeting are
extraordinary.
The extraordinary General Meeting of Shareholders shall be held upon decision of the
Supervisory Board on the grounds of its own initiative; request of the Management Board; demand
of the Audit Commission; request of an audit organisation, auditor being an individual entrepreneur
(hereinafter referred to as the “audit organisation”); request of the shareholders (shareholder) of the
Bank who possess, in the aggregate, at least 10 (ten) per cent of votes of the total number of votes
of the Shareholders of the Bank.
The request to hold the extraordinary General Meeting of Shareholders shall be made in
writing by sending it to the Bank by mail, by courier of by telecommunication means with
obligatory subsequent delivery (sending) of the original copy. The request to hold the extraordinary
General Meeting of Shareholders shall specify the form of the meeting and contain wording of the
issues to be included into the agenda, substantiation of the way they are stated and wording of a
draft decision on each of the offered issues. If the request comes from the shareholders
(shareholder), it shall contain the name (company name), place of residence (location) and signature
of each shareholder, as well as the number of votes belonging to them at the General Meeting of
Shareholders. The request from the shareholder being a legal entity shall be certified by an
impression of their seal (if any).
The Supervisory Board shall consider this request and make a decision on convocation and
holding of this meeting or a substantiated decision on refusal to convene and hold it in the cases
established by the legislation within 15 (fifteen) days after the date of receipt of the request to hold
the extraordinary General Meeting of Shareholders.
The decision of the Supervisory Board on convocation and holding of the extraordinary
General Meeting of Shareholders or the substantiated decision on refusal to convene and hold it
shall be sent in writing by telecommunication means, by mail or by courier to the persons
requesting its convocation not later than in 5 (five) days from the date of this decision.
The extraordinary General Meeting of Shareholders shall be held:
not later than in 45 (forty-five) days from the date of decision of the Supervisory Board on
convocation and holding of this meeting, if its agenda includes the item of election of the
Supervisory Board members and (or) the Audit Commission members;
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not later than in 30 (thirty) days from the date of decision of the Supervisory Board on
convocation and holding of this meeting, if its agenda does not include the item of election of the
Supervisory Board members and (or) the Audit Commission members.
If within the time limit established by part four of this clause, the Supervisory Board does
not make the decision on convocation and holding of the extraordinary General Meeting of
Shareholders or made the decision on refusal to convene and hold it, the extraordinary General
Meeting of Shareholders may be convened by the body or shareholders (shareholder) of the Bank
having the right to request holding an extraordinary General Meeting of Shareholders.
6. The decision of the Supervisory Board to hold the General Meeting of Shareholders shall
contain details and information established by the laws and this Charter, and may also contain other
appropriate information.
7. The right to participate in the General Meeting of Shareholders shall belong to the
shareholders of the Bank or their duly authorised representatives, as well as other persons who
obtained this right on the grounds established by the legislation.
The list of persons having the right to participate in the General Meeting of Shareholders
shall be drawn up in accordance with the requirements of the legislation on the grounds of
information from the Bank’s security holder register formed as of the date established by the
Supervisory Board in the decision on holding this meeting.
8. The shareholders (shareholder) who own, in the aggregate, 2 (two) and more per cent of
the voting shares of the bank shall be entitled to introduce proposals into the agenda of the General
Meeting of Shareholders as well as on nominees into the Supervisory Board and the Audit
Commission.
A proposal into the agenda of the General Meeting of Shareholders shall be introduced in
writing and contain the details and information stipulated by the legislation, as well as information
on the place of residence (location) of the person introducing the proposal.
The proposal on nominations of candidates into the Supervisory Board and Audit
Commission shall also contain the name of the body of the bank for election into which the
nominees are proposed, consent of each candidate to include the proposal of the nomination into the
agenda and the following information on each candidate (the consent and information shall be
certified by the personal signature of the candidate):
the name, date of birth and place of residence;
details of the personal identification document;
education and acquired profession;
place of work and position as of the date of the proposal submission and for 3 (three)
preceding years;
information on affiliation to the Bank and the list of persons in respect of which the
candidate is an affiliate, as well as the grounds of such affiliation (for the candidates to the
Supervisory Board members);
information supporting compliance of the candidate with the established qualifying
requirements and (or) business reputation requirements (for the candidates to the Supervisory Board
members).
The proposal shall be signed by the persons who introduced it and may be introduced by
sending it to the Bank by mail, by courier or by telecommunication means with obligatory
subsequent delivery (sending) of the original copy. If the proposal is signed by an authorised person
of the shareholder, it shall be accompanied by a copy of the respective power of attorney.
Proposals into the agenda of the annual General Meeting of Shareholders, including those on
nominations of candidates into the Supervisory Board and Audit Commission elected at this
meeting, shall be received by the Bank not later than in 30 (thirty) days after completion of the
accounting year.
Proposals into the agenda of the extraordinary General Meeting of Shareholders, comprising
the item of election of the Supervisory Board and (or) Audit Commission members, shall be
received by the Bank not later than in 20 (twenty) days after completion of the accounting year.
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The Supervisory Board shall consider these proposals and make a decision on taking them
into account or, in cases established by the legislation, on refusal to accept them not later than in 10
(ten) days after expiration of the time established for receipt of proposals into the agenda. In case of
refusal to accept the proposals the Supervisory Board shall send its written substantiated decision by
telecommunication means, by mail or by courier to the person who introduced these proposals not
later than in 5 (five) days from the date of approval thereof.
In addition to the issues proposed by the persons entitled to introduce proposals into the
agenda of the General Meeting of Shareholders, as well as in the case of absence of such proposals,
absence or insufficient number of the candidates proposed by such persons for the formation of the
Supervisory Board and (or) Audit Commission, the Supervisory Board shall have the right, at its
option, to include into the agenda the issues and candidates subject to their written consent received
according to the procedure established by the local act of the Bank approved by the General
Meeting of Shareholders.
9. Persons entitled to participate in the General Meeting of Shareholders shall be notified
about the decision on holding the meeting:
at least in 20 (twenty) days before the date of the annual General Meeting of Shareholders
and before the date of the extraordinary General Meeting of Shareholders, if its agenda includes the
item of election of the Supervisory Board members and (or) the Audit Commission members;
at least in 10 (ten) days before the date of a reconvened General Meeting of Shareholders
and before the date of the extraordinary General Meeting of Shareholders, if its agenda does not
include the item of election of the Supervisory Board members and (or) the Audit Commission
members.
The notice on holding of the General Meeting of Shareholders shall contain details and
information stipulated by the legislation and shall be published by the Bank in the Zviazda
Newspaper, placed on the official site of the Bank on the Internet global computer network, as well
as sent in a written form by telecommunication means, by mail or by courier to each shareholder
who possesses more than 1 (one) per cent of the voting shares and to state bodies (organisations)
authorised to manage the shares of the Bank owned by the Republic of Belarus or administrative
and territorial units of the Republic of Belarus the within time limits specified in part one of this
clause.
In case of making the decision on change of the agenda of the General Meeting of
Shareholders which was determined when making the decision on its convocation and holding, the
Supervisory Board shall notify of this change the persons who have the right to participate in the
meeting in accordance with the procedure established by the Supervisory Board not less than 5
(five) days prior to the date of its holding.
10. The counting board consisting of 5 (five) members shall be created for confirmation of
presence of a quorum and counting of votes at decision-making by the General Meeting of
Shareholders on the agenda items. Members of the counting board shall be approved by the General
Meeting of Shareholders on the proposal of the Supervisory Board for the period until signature of
the minutes of the next annual General Meeting of Shareholders. The members of the Bank’s bodies
and persons proposed by the candidates to positions in the Bank’s bodies may not be the counting
board members.
The counting board shall confirm presence of a quorum at the General Meeting of
Shareholders, explain questions arising in connection with the exercise of the right to participate in
the meeting by the persons having this right, explain the procedure of voting on the issues brought
to a vote, ensure observance of the established voting procedure and exercise of the right to
participate in the voting by said persons, count the votes and tally up the results of voting, draw up
the minutes of voting results and ballot papers and submit them for storage in the documents of the
Bank.
The minutes of the counting board shall be read out at the General Meeting of Shareholders
held in the presentee or mixed form, attached to the minutes of the meeting and not approved by a
special decision of the meeting.
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The counting board shall be rendered competent, if at least 3 (three) members of the
counting board participate (are present to perform of their duties) in its work.
The General Meeting of Shareholders may approve new members of the counting board at
any time.
11. Registration of the participants of the General Meeting of Shareholders held in the
presentee or mixed form shall be carried out by the counting group together with the registration
group from among the Bank officers appointed by the decision of the Management Board.
Registration of the participants of the General Meeting of Shareholders shall be carried out
on the basis of the list of persons entitled to participate in the General Meeting of Shareholders
upon presentation by them of personal identity documents (in case of shareholder representative –
documents evidencing their powers).
Persons who have not passed registration shall not have the right to participate in the voting.
12. The persons who were registered for participation in the General Meeting of
Shareholders in accordance with the established procedure and (or) the persons whose filled-in
absentee ballots were received not later than on the date established for receipt of ballots shall be
regarded as the persons who participated therein.
The General Meeting of Shareholders shall be rendered competent (have a quorum), if its
participants have, in the aggregate, more than 50 (fifty) per cent of votes of the total number of
votes belonging to the Bank’s shareholders unless the legislation and (or) this Charter do not
provide for another number of votes for the quorum. In case of absence of the established quorum
the annual General Meeting of Shareholders shall be held, while the extraordinary General Meeting
of Shareholders may be reconvened with the same agenda. The reconvened General Meeting of
Shareholders shall have a quorum, if its participants have, in the aggregate, more than 30 (thirty)
per cent of votes of the total number of votes belonging to the Bank’s shareholders.
When determining the quorum of the General Meeting of Shareholders held in absentee or
mixed form, votes represented by absentee ballots received by the Bank within the specified time
shall be taken into consideration.
13. The General Meeting of Shareholders held in presentee or mixed form shall be opened
and presided by the Supervisory Board Chairman, or, in the absence of the latter – by the
Supervisory Board Vice Chairman. If the Chairman of the Supervisory Board and its deputy have
no opportunity to preside over the General Meeting of Shareholders, these functions shall be
performed by one of the members of the Supervisory Board to be elected in the order of procedure
by the General Meeting of Shareholders, or by the Chairman of the Board or the person performing
its duties.
The minutes of the General Meeting of Shareholders held in presentee or mixed form shall
be kept by the meeting secretary appointed by the Supervisory Board.
14. Voting at the General Meeting of Shareholders on making decisions on the issues
included in the agenda, shall be carried out by ballots for voting with the exception of voting on
procedural issues (opening (closing) of the meeting, election of the presidium of the meeting,
election of the chairman of the general meeting of shareholders, approval of the rules of the
meeting, etc.), which may be carried out by open voting.
Ballots for voting shall be handed out to participants of the General Meeting held in the
presentee form against receipt at the moment of registration.
Absentee ballots shall be handed out to the persons entitled to participate in the General
Meeting of Shareholders against receipt at the offices of the Bank in accordance with the procedure
specified in the notice on holding of the meeting and shall be sent by telecommunication means, by
mail or by courier to each shareholder who owns more than 1 (one) per cent of the voting shares.
Voting at the General Meeting of Shareholders shall be carried out as follows: “one voting
share – one vote”, with the exception of cumulative voting for election of the Supervisory Board
members. A voting share of the Bank is an ordinary (equity) share and, in cases and according to
the procedure stipulated by the legislation, a privileged share.
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For each agenda item of the General Meeting of Shareholders, a draft resolution proposed by
the Supervisory Board (bodies or shareholders (shareholder) of the Bank convening the meeting in
the cases stipulated by the legislation and this Charter) shall be put to the vote first.
15. The decisions of the General Meeting of Shareholders shall be taken by simple majority
of votes (over 50 (fifty) per cent) of the persons who took part in that meeting, with the exception of
the cases provided for by the legislation of the Republic of Belarus and this Charter.
The decisions shall be taken by the majority of at least 3/4 (three fourths) of votes of the
persons who participate in the General Meeting of Shareholders on the following issues:
introduction of changes and (or) additions into the Charter of the Bank;
decrease or increase of the authorised fund of the Bank (with the exception of increase of the
authorised fund increase in the nominal value of shares at the expense of the funds of its
shareholders);
reorganisation and liquidation of the Bank;
acquisition by the Bank of the shares placed by it upon the decision of the Bank itself;
approval of the local acts of the Bank in the cases provided for by the legislation on business
entities;
legal recovery of the damages caused to the Bank by members of its bodies, by affiliates of
the Bank (in the cases stipulated by the legislation on business entities and the Charter) and vesting
the shareholders (shareholder) with the powers to bring a relevant action.
The decision of the General Meeting of Shareholders on increase of the authorised fund of
the Bank by increase in the nominal value of the shares at the expense of the funds of its
shareholders shall be made by all shareholders of the Bank unanimously.
The decisions of the General Meeting of Shareholders on the Bank’s transaction being of
interest to its affiliates or on a major transaction of the Bank shall be made by the number of votes
specified in Article 12 hereof.
The decisions of the General Meeting of Shareholders in election of the Supervisory Board
members shall be made by cumulative voting.
Candidates who received the greatest total number of votes shall be elected in the said
bodies of the Bank.
16. When counting votes, votes on the issues on which the meeting participant has observed
the established procedure of filling in the ballot shall be taken into account. When voting on the
agenda items (with the exception of voting on the issues of election of the Supervisory Board
members), only one of possible voting variants shall be marked in the ballot.
A voting ballot filled in with violation of the legislation requirements and the procedure
defined in the ballot itself shall be deemed invalid.
If the voting ballot contains several items put to the vote, failure to comply with the
procedure of filling in thereof in respect of one or several items shall not entail invalidation of the
voting ballot as a whole.
17. The decisions made by the General Meeting of Shareholders held in the presentee form
shall be proclaimed at the same meeting.
The General Meeting of Shareholders may be declared closed only after consideration of all
agenda items of this meeting.
Based on the results of holding the General Meeting of Shareholders, the minutes of the
General Meeting of Shareholders shall be drawn up not later than within 5 (five) days upon its
closing.
Decisions made at the General Meeting of Shareholders held in the absentee or mixed forms
shall be brought to notice of its participants in writing or by placing messages in the Zviazda
Newspaper not later than in 10 (ten) days after signature of the minutes.
The shareholders and other interested persons may became familiar with the decisions made
by the General Meeting of Shareholders or get copies thereof in accordance with the procedure
established by the legislation and Article 13 of this Charter.
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18. When the General Meeting of Shareholders is held in the absentee form, on the date of
counting of votes established pursuant to the decision of the Supervisory Board on holding the
General Meeting of Shareholders in the absentee form and specified in absentee ballots the counting
board, on the grounds of the list of persons entitled to participate in the General Meeting of
Shareholders and the absentee voting ballots received by the Bank, shall confirm presence of the
meeting quorum, count the votes and tally up the results of voting. The minutes of absentee voting
results drawn up by the counting board and absentee ballots shall be submitted by the counting
board for storage in the documents of the Bank.
The minutes of the General Meeting of Shareholders shall be executed based on the minutes
of absentee voting results drawn up by the counting board and signed (with endorsement of each
page, including resolutions attached to the minutes) by the meeting chairman in the person of the
Supervisory Board Chairman (or another person according to this Charter) and at least 2 (two)
members of the counting board.
19. If the General Meeting of Shareholders is convened by the body or shareholders
(shareholder) of the Bank entitled to require an extraordinary General Meeting of Shareholders,
such bodies or shareholders shall have appropriate powers of the Supervisory Board and take
necessary measures aimed at preparation, convocation and holding of the General Meeting of
Shareholders stipulated by the legislation, this Charter and local acts of the Bank.
Article 9. Supervisory Board
1. For general management of activity of the Bank the General Meeting of Shareholders
shall elect the Supervisory Board consisting of 7 (seven) persons.
The Supervisory Board members, as well as candidates to the Supervisory Board members,
in the cases and in the manner prescribed by law, shall comply with qualifying requirements set for
them and (or) business reputation requirements established by the legislation. At least 2 (two)
independent directors shall be among the Supervisory Board members.
The Supervisory Board members shall be elected for the period until election of the new
Supervisory Board members by the next annual General Meeting of Shareholders. The Supervisory
Board members shall be elected by cumulative voting.
2. Exclusive competence of the Bank’s Supervisory Board includes as follows:
2.1. approval of the main activities of the Bank and its development strategy, strategic
development plan of the Bank (that may determine, inter alia, the Bank’s risk management strategy
and the Bank’s strategy regarding the organisation and implementation of internal control), plan of
the Bank, capital investment plan, income and expenditure estimate, control over execution thereof
and effective use of the funds, consideration of the effectiveness of the Bank’s activities;
2.2. convocation of the annual General Meeting of Shareholders and extraordinary General
Meetings of Shareholders and settlement of issues related to preparation and holding thereof,
preliminary consideration of issues submitted for consideration by the General Meeting of
Shareholders;
2.3. ensuring the organisation of the Bank’s corporate governance system;
2.4. appointment (election) of the Secretary of the Supervisory Board;
2.5. determination of corporate values and rules, including the principles of professional
ethics of the employees of the Bank;
2.6. election of the Chairman of the Management Board and, on nomination by the latter, the
Management Board members, early termination of their powers, dismissal of the Chairman of the
Board;
2.7. determination of labour remuneration conditions for the Management Board members;
2.8. control over the work of the Management Board, including by regular examination of
its reports on implementation of the Bank’s purposes and development strategy, implementation of
resolutions of the Supervisory Board, implementation of the annual assessment of the effectiveness
of the Board;
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2.9. determining the Bank’s policy regarding conflicts of interest, taking measures to ensure
the transparency of the Bank’s corporate governance;
2.10. organising transparent procedures, formalized in local acts, for the selection of
candidates to the members of the Supervisory Board, including an assessment of the availability of
necessary experience, knowledge and time to perform the duties in full, analysis for potential
conflicts of interest, the provision of information about the recommended candidate to shareholders,
and procedures for introducing position of the newly elected member of the Supervisory Board and
expulsion from the Supervisory Board (re-election of a member of the Supervisory Board) in case
where it ceases to comply with the required conditions (including for goodwill) or its activities are
found to be ineffective;
2.11. implementation of the annual self-assessment of the effectiveness of the Supervisory
Board and its members;
2.12. making a decision on issuance of securities by the Bank, except for a decision on
issuance of shares;
2.13. approval of the decision on issuance of issue-grade securities of by the Bank, except
for approval of a decision on issuance of shares, approval of the issue prospectus of securities, with
the exception of shares, alterations and (or) additions thereto them;
2.14. making a decision on purchase by the Bank the securities of its own issuance, except
for a decision on purchase of shares;
2.15. setting limits on operations and other activities for which decisions are made by the
Board and (or) the Chairman of the Board; setting limits on the concentration of risk on a client of
the Bank, a group of related clients in accordance with Article 12 hereof;
2.16. making a decision on the Bank’s transactions being of interest to its affiliates and
major transactions of the Bank according to Article 12 hereof;
2.17. approval of the Bank’s property value in case of a major transaction or a transaction
being of interest to the affiliates, issue (distribution) of securities, as well as in other cases of
necessity to determine the value of the Bank’s property the accomplishment of a transaction with
which requires a decision of the General Meeting of Shareholders or the Supervisory Board, as
stipulated by the legislation or this Charter;
2.18. making a decision on the issue of accepting to the balance sheets of the Bank an item
of immovable property the value of which exceeds 10 (ten) thousand basic units, for the purpose of
further sale;
2.19. making decisions on the issue of alienation of an item of immovable property owned
by the Bank, the value of which exceeds 10 (ten) thousand basic units;
2.20. making decisions on recognising uncollectible debts and writing off all types of bad
debts from off-balance sheet when the amount of debt of one client (counterparty) exceeds 10 (ten)
thousand basic units;
2.21. exercising control over transactions (operations) with insiders and related parties
without granting preferential conditions and regularly exercising such control;
2.22. determination of the recommended amount of remunerations and compensation for
expenses for the Supervisory Board and Audit Commission members for fulfilling their functional
duties;
2.23. determination of the recommended amount of dividends and terms of payment thereof;
2.24. determination of the procedure for using the reserve and other funds of the Bank
formed in accordance with clause 4 of Article 6 hereof;
2.25. making decisions on advance allocations of the Bank’s funds from the current year
profit in accordance with Article 6 hereof;
2.26. making a decision on establishment (opening) and closing of separate units of the
Bank, approval of regulations on separate units of the Bank;
2.27. making a decision on establishment, reorganisation and liquidation of unitary
enterprises by the Bank, on changes in the size of the authorised fund of the unitary enterprises of
21
the Bank; making a decision on transactions resulting in alienation or possibility of alienation of the
unitary enterprises of the Bank as property complexes;
2.28. determining the policy of long-term participation of the Bank in the statutory funds of
legal entities and making a decision on creation of other legal entities by the Bank, as well as on
participation and termination of participation of the Bank in such legal entities, including making a
decision on:
making a contribution into the authorised fund of another legal entity;
purchase of a participation interest in the authorised fund (shares) of another legal entity;
settlement of a transaction entailing alienation or possibility of alienation by the Bank of a
participation interest in the authorised fund (shares) of another legal entity;
2.29. implementation of the control over the activities of subsidiaries and affiliates and
definition of the position of the Bank (its representatives) during consideration by management
bodies of affiliated and subsidiary companies of the following agenda items of the general meeting
of participants and meeting of the board of directors (supervisory board) of these companies:
change of the size of the authorised fund of an affiliated (subsidiary) company;
liquidation or reorganisation of an affiliated (subsidiary) company;
2.30. making a decisions on creation of associations of legal entities that are not legal
entities, and on participation (termination of participation) of the Bank in such associations;
2.31. selection and approval of an audit organisation and determination of the essential
terms of an agreement on the provision of audit and other services with an audit organisation;
2.32. approval of the depositary and the terms of the depositary contract with the issuer,
taking into account the requirements established by law;
2.33. approval of the terms of the contract with the evaluator;
2.34. making a decisions on gratuitous assistance (sponsorship) in accordance with
legislative acts;
2.35. approval of local acts of the Bank (alterations and (or) additions thereto) in cases
stipulated by law, this Charter and local acts of the Bank, approved by the General Meeting of
Shareholders, including:
the Management Board regulations;
regulations on committees established by the Supervisory Board;
local acts regulating the activities of the internal audit service;
local acts determining the system and procedure for payment of remuneration and
compensation, and the procedure for its application, forms of remuneration used by the Bank and
types of payments, conditions and procedures for remunerating employees of the Bank, including
key personnel of the Bank, conditions and procedures for remunerating and paying rewards and (or)
compensation to members of the Board, the chief accountant, the officer responsible for risk
management at the Bank, the officer responsible for internal control at the Bank, the head and
employees of the internal audit service, the head of the internal control service, as well as other
employees of the Bank included, in the prescribed manner, in the list of employees who assume
risks;
personnel policy, including the policy of personnel appointments and continuity, labour
motivation policies, including the payment of remunerations and compensations corresponding to
the goals and development strategies of the bank, its financial condition and risk profile, correlated
with the performance indicators of the Bank and its employees, their impact on the Bank's risk
profile;.
the credit policy and other local acts of the Bank governing the implementation of the main
directions of the Bank’s activities (policies in various areas of the Bank’s activities, with the
exception of the Bank’s accounting policies and other policies the approval of which is refereed by
the legislation and this Charter to the competence of the Supervisory Board);
regulations on determining the scope of affiliates and identifying transactions which they are
interested in, defining policies and procedures for conducting banking operations with insiders and
persons related to them, employees of the Bank;
22
local acts that determine the Bank’s policy regarding the organisation and implementation of
internal control, including the provisions on the organisation of the internal control system, the
policy of confidential notification of identified violations, the conflict of interest policy;
local acts defining risk management policies, limit policies, policies of long-term
participation of the Bank in the statutory funds of legal entities.
2.36. setting qualificatory requirements and business reputation requirements for heads of
branches, structural units of the Bank, internal audit service, the officer responsible for risk
management in the Bank and the officer responsible for internal control in the Bank, as well as
control over officers’ compliance with the said requirements;
2.37. agreement of a loan contract concerning provision of financial resources by the Bank
being concluded according to the legislation governing the procedure of use of the financial
resources of state organisations and business companies with a state owned participation interest in
authorised funds;
2.38. making decisions on transactions in accordance with Article 12 hereof;
2.39. making decisions on debt restructuring under credit agreements carried out through
partial exemption from property obligations to repay debt, to transfer shares (stakes) to the Bank’s
property to repay the debt, to increase the authorized fund of the debtor’s economic company – of a
debtor within its sources of own funds with the transfer of shares (stakes) to the ownership of the
Bank, and debt release in cases established by legislative acts; the decision on the instalments
(deferral) of the repayment of overdue debts, on the termination of interest accrual (remuneration,
forfeit) – for transactions (operations) involving the Bank’s credit risk, the decision on which was
made by the Supervisory Board in accordance herewith, without delegating to the Board the right to
make decisions on these issues;
2.40. approval of the appointment and dismissal of the head of the internal audit service
(including when considering the issue of prolongation of the employment relationship in connection
with the expiration of the concluded contract (employment contract)), approval of cost estimates
and the plan of the internal audit service, regular review and approval of its reports;
2.41. approval of the appointment and dismissal of the official responsible for risk
management at the Bank and the official responsible for internal control at the Bank (including
when considering the prolongation of the employment relationship due to the expiration of the
concluded contract (employment contract)) and regularly reviewing the reports of such persons,
determining the status, duties, powers and responsibilities of such persons;
2.42. monitoring (control) over risk in a bank holding, including by reviewing reports on the
status and results of the risk management system in a bank or bank holding on a consolidated basis
at least once a year;
2.43. ensuring the organisation of a system of remuneration and compensation at the Bank,
forms and conditions of remuneration of employees of the Bank, determining the list of employees
assuming risks, and indicators upon which remuneration can be paid to employees assuming risks
on the results of the reporting year, establishing specific amounts of remuneration of the Chairman
of the Management Board and its deputies on the results of work for the reporting year;
2.44. determination of the terms of remuneration of the head and specialists of the internal
audit service, the official responsible for risk management in the Bank, and the official responsible
for internal control in the Bank;
2.45. determination of the conditions for paying remuneration and (or) compensation to
members of the Management Board, chief accountant, officer responsible for risk management at
the Bank, officer responsible for internal control at the Bank, head of the internal audit service, head
of the internal control service, as well as other employees of the Bank included, in the prescribed
manner, in the list of employees who accept risks;
2.46. ensuring the organisation of effective functioning of the risk management system and
the internal control system, including consideration of the results of the assessment of the
effectiveness of the risk management and internal control systems, their compliance with the nature,
scale and conditions of the Bank's activities, and taking measures to improve their efficiency;
23
2.47. making strategic decisions to improve risk management and internal control systems;
2.48. determination of tolerance to the risks inherent in the Bank;
2.49. consideration of stress test results;
2.50. consideration of management reporting on the functioning of the internal control
system;
2.51. consideration of the information of the audit committee on the results of audits
conducted by the internal audit service;
2.52. consideration of management reporting on the effectiveness of the system of
remuneration and compensation;
2.53. consideration of reports of a special structural unit of the Bank the competence of
which includes the implementation of measures to prevent and detect financial transactions related
to the legalisation of proceeds from crime, the financing of terrorist activities and the financing of
the proliferation of weapons of mass destruction;
2.54. taking measures to ensure the timely elimination by the Management Board of
violations of the law, abuses and deficiencies identified during the audits (examinations) by the
internal audit service, the audit organisation, the Audit Commission, the National Bank of the
Republic of Belarus and other government (regulatory) bodies, as well as the implementation of
recommendations received.
The Supervisory Board, within the limits of its competence, shall be liable for the
observance by the Bank as a whole and shall control the compliance of the Management Board with
the law, this Charter, and local acts of the Bank.
3. The decisions of the General Meeting of Shareholders may determine the specific powers
of the Supervisory Board within its competence, as defined by this Charter.
The competence of the Supervisory Board shall not include issues that constitute the
exclusive competence of the General Meeting of Shareholders.
Issues within the competence of the Supervisory Board shall not be transferred by it for
decision by the Management Board, unless otherwise provided by law.
Consideration by the Supervisory Board of the issues of the implementation of certain active
operations by the Bank, the current management of the Bank’s activities, as well as any other
intervention by the Supervisory Board or its individual members in the current management of the
Bank, are prohibited, except for the cases stipulated by the laws and this Charter,.
4. The Supervisory Board members shall:
observe the legislation, this Charter and local acts of the Bank, when exercising their
powers;
participate in the work of the Supervisory Board, as well as in the work of the committees
formed by the Supervisory Board, if they are elected members of such committees;
have the right to require convocation of a meeting of the Supervisory Board, make proposals
on the agenda items and participate in consideration thereof with the voting right, unless otherwise
stipulated by the legislation and this Charter;
form their own competent substantiated opinion on issues under consideration,
independently of the point of view of other members of the Supervisory Board, Management Board
or the Bank officers;
have the right to request and receive from the Audit Commission, Management Board,
Chairman of the Management Board and Vice Chairmen, chief accountant of the Bank information
and documents necessary for fulfilment of their functions. In this case, the procedure for providing
Bank employees with information and documents requested by the members of the Supervisory
Board shall be determined by the Supervisory Board and (or) the Chairman of the Supervisory
Board;
refrain from actions (failure to act) that may damage the Bank’s interests and do not impede
activity of the Bank by their actions (failure to act);
exercise other rights and shall fulfil other duties stipulated by the legislation, this Charter
and local acts of the Bank.
24
The Supervisory Board members, being independent directors, shall timely inform the
Supervisory Board and the Management Board on changes in their status or occurrence of
circumstances due to which they cease to be independent.
5. The Supervisory Board members shall elect the Chairman and, if required, the Vice
Chairman (Chairmen) for the purposes of organisation of their activities. The Supervisory Board
shall have the right to re-elect its Chairman and (or) Vice Chairman (Chairmen) at any time, if
necessary.
The Chairman of the Supervisory Board shall:
organise the work of the Supervisory Board, including approval of its agenda, and convene
meetings of the Supervisory Board (hold polling of its members); preside at the meetings of the
Supervisory Board with the right of the casting vote in case of equally divided votes; organise
keeping the minutes of the Supervisory Board meeting; sign the minutes of the Supervisory Board
meetings (poll of its members);
preside at the General Meeting of Shareholders unless otherwise provided for by the
legislation, this Charter or decision of the General Meeting of Shareholders;
distribute duties and give instructions to members of the Supervisory Board;
refers to the General Meeting of Shareholders and other bodies of the Bank with suggestions and
recommendations;
propose a candidate for election to the post of the Chairman of the Management Board;
sign, on behalf of the Bank, labour agreement (contract) with the Chairman of the
Management Board, sign letters and other documents on the issues covered by the competence of
the Chairman of the Management Board where Bank acts as an employer;
have the right to attend or authorise attendance of other members (member) of the
Supervisory Board at the meetings of the Management Board and introduce proposals on issues
under consideration without the voting right at making decisions on these issues;
approve leaves and foreign business trips of the Chairman of the Management Board and
approve tasks for such trips;
sign letters and other documents on issues within the competence of the Supervisory Board;
exercise other powers stipulated by this Charter and local acts of the Bank.
If the Chairman of the Supervisory Board is not present, his functions shall be performed by
the Vice Chairman (one of the Vice Chairmen pursuant to the decision of the Supervisory Board
Chairman).
6. The meetings of the Supervisory Board shall be held as necessary, but at least once in a
quarter, mainly in official form (including using technical means of communication).
The meeting shall be convened by the Chairman of the Supervisory Board on the grounds
of: own initiative of the latter; request from any member of the Supervisory Board; request from the
Audit Commission; request from the Management Board. The meeting may be convened directly by
the Supervisory Board members or bodies of the Bank requesting holding thereof, if it has not been
done by the Chairman of the Supervisory Board within 5 (five) days upon receipt of their written
request to convene the meeting of the Supervisory Board.
The Supervisory Board members shall be notified about the meeting of the Supervisory
Board in at least 7 (seven) days before the date of this meeting. The notice, which shall contain the
agenda, information on the date, time and place of the meeting, along with draft resolutions and
other materials on the agenda items, shall be sent to the Supervisory Board members in writing by
telecommunication means, by mail or by courier.
The Supervisory Board meetings shall be competent subject to participation of at least 4
(four) Supervisory Board members therein.
Decisions of the Supervisory Board may be made by poll of its members in accordance with
the procedure established by the local act of the Bank approved by the General Meeting of
Shareholders.
7. The Supervisory Board shall make decisions on:
25
legal recovery of the damages caused to the Bank by the members of its bodies, by affiliates
of the Bank (in cases stipulated by the legislation on business entities and the Charter) and vesting
the Supervisory Board members (member) with the powers to bring a relevant action – by the
majority of at least 2/3 (two thirds) of the votes of all members of the Supervisory Board (not taking
into consideration the Supervisory Board member in respect of whom the decision is being made);
election of the Supervisory Board Chairman and Vice Chairmen – by the majority of the
votes of the total number of the Supervisory Board members;
the Bank transaction being of interest to its affiliates and on a major transaction of the Bank
– by a number of votes specified in Article 12 hereof;
other issues – by the majority of votes of the Supervisory Board members present at the
meeting and, if the decision is made by polling, by the majority of votes of the number of the
Supervisory Board members participating in the poll (provided that at least 4 (four) members of the
Supervisory Board participated in the poll).
Each member of the Supervisory Board has one vote for the purpose of decision making. In
case of equally divided votes, the decision for which the Chairman (Vice Chairman) has voted shall
be deemed valid.
Transfer of the voting right by a member of the Supervisory Board to another person,
including another member of the Supervisory Board, shall not be allowed.
Decisions of the Supervisory Board, results of polling of the Supervisory Board members
shall be executed in the form of minutes.
8. Powers of the Supervisory Board member (members) shall be pre-terminated:
by decision of the General Meeting of Shareholders. The decision of the General Meeting of
Shareholders on early termination of the powers of the Supervisory Board members may be made
only in respect of all members of the Supervisory Board. If the General Meeting of Shareholders
made a decision on early termination of the powers of the Supervisory Board members, the new
members of the Supervisory Board shall be elected at the same meeting;
without a decision made by the General Meeting of the Shareholders, due to discontinuation
of membership in the Supervisory Board in the cases established by the legislation. In case of
discontinuation of membership of the Supervisory Board member (members) the Supervisory Board
shall continue exercise of its powers until election of the new members of the Supervisory Board,
with the exception of cases stipulated by the legislation.
9. During fulfilment of their duties the Supervisory Board members may receive
remunerations and (or) compensation for their expenses in accordance with the procedure and in the
amounts established by the General Meeting of Shareholders.
10. The procedure of work of the Supervisory Board, including the procedure of preparation,
convocation and holding of the meetings of the Supervisory Board, making decisions by the
Supervisory Board, as well as requirements to competence, professional and other qualities of the
candidates to the members of the Supervisory Board that are not covered hereby shall be defined by
the local act of the Bank approved by the General Meeting of Shareholders.
11. The Supervisory Board may form standing or interim committees for preliminary
examination of the issues under consideration.
The Supervisory Board shall form the auditing committees, the functions of which comprise
general management and ensuring activity of the internal control system, the Bank’s internal audit
service, selection and organisation of interaction with auditing organisations, and the risk committee
headed by independent directors. At least half of the composition of each of these committees
should be the members of the Supervisory Board.
The competence, procedure of formation, interaction with the management and control
bodies of the Bank, rights and obligations of the committees, their quantitative and personal
membership shall be defined by the Supervisory Board.
26
Article 10. Management Board
1. The Management Board is a collective executive body of the Bank and shall perform the
current management of the activities of the Bank.
The Management Board shall be accountable to the General Meeting of Shareholders and
the Supervisory Board and shall organise execution of decisions of these bodies.
2. The competence of the Management Board shall include deciding on all issues that are
not covered by the competence of the General Meeting of Shareholders and the Supervisory Board
as defined by the legislation and this Charter. The Management Board shall organise the risk
management system and the internal control system, ensure fulfilment by the Bank of the objectives
and tasks set by the Supervisory Board.
The Management Board shall also preliminary consider issues to be settled by the
Supervisory Board, prepare relevant materials and proposals on such issues, unless otherwise not
stipulated by or not results from the legislation, this Charter or local acts of the Bank.
The powers of the Management Board may not be transferred by the Bank to another
commercial organisation or individual entrepreneur (manager) under a contract.
3. The Management Board members shall be elected by the Supervisory Board for the
period of not more than 5 (five) years according to the procedure established by the legislation and
this Charter. The Management Board shall be elected in the amount of 5 (five) members and consist
of the Chairman of the Management Board, Vice Chairmen of the Management Board and other
members of the Management Board.
The Chairman of the Management Board, Vice Chairmen and other members of the
Management Board, as well as nominees to the said positions shall comply with the qualifying
requirements set for them and business reputation requirements established by the legislation.
The Management Board members may not be the members of the Supervisory Board or the
Audit Commission. The Chairman of the Management Board shall have the right to attend the
meetings of the Supervisory Board and introduce proposals on the issues under consideration
without the voting right at making decisions on these issues.
4. The rights and obligations of the Management Board members shall be defined by the
legislation, this Charter and labour agreements (contracts) concluded with the Bank by each of these
persons. The labour agreement (contract) with the Chairman of the Management Board on behalf of
the Bank shall be signed by the Chairman of the Supervisory Board. The labour agreements
(contracts) with other Supervisory Board members of the Bank shall be signed by the Chairman of
the Management Board in coordination with the Supervisory Board of the Bank.
The Management Board members shall:
observe the legislation, this Charter, and local acts of the Bank, as well as the labour
agreements (contracts) concluded with the Bank, when exercising their functional duties;
participate in the work of the Management Board, consider issues proposed for discussion
and making decisions at the meetings of the Management Board in a timely and competent manner;
have the right to require convocation of a meeting of the Management Board, make
proposals on the agenda and participate in consideration thereof with the voting right, unless
otherwise stipulated by the legislation and local acts of the Bank;
form their own competent substantiated opinion on the issues under consideration,
independently of the point of view of other members of the Management Board or the Bank
officers;
have the right to request and receive from the Bank officers the information and documents
necessary for execution of their functional duties;
refrain from actions (failure to act) that may damage the Bank’s interests and shall not
impede activity of the Bank by their actions (failure to act);
not have the right to hold positions in other commercial organisations, accept remunerations
from other organisations and individuals or make use of services and benefits granted to them in
connection with execution of their functional duties for personal purposes;
27
exercise other rights and shall execute other duties stipulated by the legislation, this Charter,
local acts of the Bank, as well as the labour agreements (contracts) concluded with the Bank.
The Management Board members acting as the Bank’s representative shall have the right to
participate in management of the legal entities, of which the Bank is the member or owner of
property.
5. The Supervisory Board shall have the right to pre-terminate the powers of a member
(several members) of the Management Board or all members of the Management Board in
accordance with the legislation and this Charter.
In case of discontinuation of membership in the Management Board of any member thereof
or in case of early termination of the powers of any such member, the Supervisory Board shall elect
a new member of the Management Board instead. In case of a decision made on early termination
of the powers of all members of the Management Board, the Supervisory Board shall elect the
Management Board members in accordance with clause 3 of this Article.
6. The decisions of the Management Board shall be made at its meetings and executed in the
form of the minutes.
The Management Board shall hold its meetings as may be necessary, but at least 2 (two)
times in a month. Its meetings shall be competent subject to participation of at least 50 (fifty) per
cent of the elected members of the Management Board with obligatory participation of the
Chairman of the Management Board or a person acting as the vice chairman.
The decisions of the Management Board shall be made by a simple majority of votes of the
Management Board members attending at its meeting. In case of equally divided votes, the decision
for which the Chairman of the Management Board has voted shall be deemed valid.
The Minutes of the meeting of the Management Board shall be provided to the General
Meeting of Shareholders, Supervisory Board, Audit Commission upon the request thereof.
7. The Management Board shall have the right to form internal bank collective bodies
(committees, commissions) for the purpose of development and implementation of the Bank’s
policies in the major areas of its activity. The internal collective bodies of the Bank shall organise
their activity on the grounds of the local acts of the Bank approved by the Management Board.
8. The Chairman of the Management Board shall be the chief executive officer of the Bank,
having the right, within the limits of its competence, to give binding instructions to the Bank
officers, and shall be personally liable for implementation of the objectives and tasks set before the
Bank.
The Chairman of the Management Board shall:
8.1. arrange execution of decisions made by the management bodies of the Bank;
8.2. act on behalf of the Bank without a power of attorney, including:
representation of the Bank’s interests in relations with in all public bodies, organisations and
institutions, legal entities and natural persons;
settlement of transactions on behalf of the Bank, signing agreements concluded by the Bank;
management of the Bank’s affairs and representation of its interests in all courts regardless
of jurisdiction, including arbitration and reference tribunals, with all rights conferred by the
legislation to the claimant, plaintiff, defendant, third party, recoverer, debtor, other person interested
in issue of the suit, participant of administrative litigation;
8.3. control the work of the Management Board, convene its meetings and preside thereat
with the right of the casting vote in case of equally divided votes;
8.4. propose nominees to positions of the Management Board members to the Supervisory
Board;
8.5. distribute duties, as well as fields of powers and responsibilities, among Vice Chairmen
of the Management Board and other members of the Management Board;
8.6. issue and revoke powers of attorney on behalf of the Bank;
8.7. approve the staff schedule of the Bank and amendments thereto;
8.8. perform the functions of an employer under the Labour Code of the Republic of
Belarus, including, in accordance with the procedure established by the legislation, this Charter, and
28
local acts of the Bank, employ and dismiss employees of the Bank, conclude and cancel labour
agreements (contracts) with them, establish amounts of their salaries (wage rates) of the employees,
rises and premiums thereto, apply incentives and impose disciplinary penalties on the employees,
bring the employees to financial liability, approve job descriptions of the employees of structural
units (employees) under the direct supervision of the Chairman of the Management Board, grant
powers of the authorised officer of the employer to other employees of the Bank;
8.9. propose to the Bank the nominees for appointment to the position of chief executive
officers of the unitary enterprises and institutions of the Bank; sign labour agreements (contracts)
with chief executive officers of the unitary enterprises and institutions incorporated by the Bank;
8.10. issue orders (decrees) and give instructions binding on all employees of the Bank and
control execution thereof;
8.11. fulfil assignments of the management bodies of the Bank;
8.12. ensure safe functioning of the facilities and provision of bank services, as well as the
protection of information resources and data, distribution and provision of which are restricted,
including exercise control over the procedure of application of the restrictive stamp “For official use
only”, records management in respect of the documents containing official information with
restricted access, as well as ensure development and approval of the lists of information attributed
to the official information with restricted access;
8.13. sign all documents on the Bank’s activities, including the documents and reports of the
Bank required for submission to the National Bank of the Republic of Belarus and other competent
authorities, except for the documents and reports, signing of which is attributed to the competence
of other persons by the legislation and this Charter, as well as delegate authorities of signing the
documents and reports to other Bank officials;
8.14. exercise other powers of the chief executive officer stipulated by the legislation, this
Charter, and local acts of the Bank, as well as by the labour agreement (contract) concluded with
the Bank.
The Chairman of the Management Board shall have the right to confer individual powers,
being within his competence, to the Management Board Vice Chairmen, heads of structural units
and other officers of the Bank.
During absence of the Chairman of the Management Board his functions shall be fulfilled by
one of the Vice Chairmen on the grounds of an order (decree) of the Chairman of the Management
Board. The Vice Chairman of the Management Board temporarily in charge of the duties of the
Chairman of the Management Board shall have all the rights and obligations, which according to
this Charter are conferred to the Chairman of the Management Board unless otherwise provided for
by the relevant order (decree).
Powers of attorney on behalf of the Bank for receipt of material assets shall be issued by the
Chairman of the Management Board, Vice Chairmen, heads of banking services centres, cash
settlement centres, operations department and sealed respectively by the Bank, banking services
centre, cash settlement centre, operations department.
9. The competence of the Management Board shall cover:
9.1. consideration of issues related to the current activities of the Bank;
9.2. taking measures aimed at preparation of documents for consideration by the General
Meeting of Shareholders under the instructions of the Supervisory Board;
9.3. arrangement of the Bank’s activities according to the main directions of activities and
development strategy, strategic development plans, other plans and programmes, as well as policies
approved by the Supervisory Board of the Bank, ensuring implementation of the decisions of the
General Meeting of Shareholders and the Supervisory Board;
9.4. development of proposals on approval of on the main directions of activities and
development strategy of the Bank, strategic development plan of the Bank (including in terms of the
risk management strategy of the Bank and the Bank’s strategy for arrangement and performance of
the internal audit), development plan of the Bank, capital investment plan, income and expenditure
estimate and submission thereof to the Supervisory Board for consideration;
29
9.5. making decisions on the issues of accounting, banking operations, and other activity,
other issues of the current activity of the Bank that are not regulated by the legislation of the
Republic of Belarus and local acts;
9.6. making decisions on and approval of the local acts on the issues related to arrangement
of the internal control system and risk management system in the Bank, except for local acts
attributed to the competence of the Supervisory Board;
9.7. approval of local acts that are not attributed to the competence of other management
bodies, including those on the procedure of establishment of the remuneration (payment) for
operations carried out by the Bank, accounting policy, other policies, approval of which is attributed
to the competence of the Management Board by the legislation and this Charter;
9.8. approval of the regulation(s) on the Bank’s work with the shareholder register of the
Bank, security holder register;
9.9. approval of the organisational structure of the Bank and regulations on structural units
of the Bank;
9.10. arrangement and ensuring functioning of the corporate management system, risk
management system, the Bank’s internal control system;
9.11. arrangement and ensuring functioning of the remuneration and compensation system
of the Bank;
9.12. control of operation of the structural units of the Bank to ensure timely and proper
performance of tasks assigned thereto;
9.13. approval and control of key performance indicators of the activity of the structural
units, employees of the Bank in accordance with the procedure defined by the Supervisory Board;
9.14. setting limits and other restrictions, setting of which is not attributed to the competence
of the Supervisory Board in accordance of this Charter;
9.15. preliminary consideration of applications and submission of proposals to the
Supervisory Board on granting of the gratuitous (sponsor) aid by the Bank;
9.16. organisation of introduction of advance bank technologies, creation of an adequate
banking infrastructure in the Bank, deciding on investments into development and enhancement of
the material and technical resources of the Bank within the limits stipulated by the capital
investment plan and income and expenditure estimate;
9.17. ensuring implementation of the income and expenditure estimate and capital
investment plan;
9.18. making decisions on redistribution of amounts for the items of the income and
expenditure estimate and capital investment plan of the Bank, taking into account operational needs
within the powers granted to the Supervisory Board;
9.19. control over the effective participation of the Bank in the authorised funds of legal
entities, including approval of the procedure of appointment (termination of powers) of the Bank
representatives in the management bodies of other legal entities;
9.20. taking necessary measures aimed at implementation of the requirements of
international agreements and the legislation of the Republic of Belarus in the field of prevention of
legalisation of illegally gained income, financing terrorist activity, and financing spreading of
weapons of mass destruction with the exception of the cases when such measures are attributed to
the competence of other management bodies according to the legislation;
9.21. making a decision on acceptance of property the value of which does not exceed 10
(ten) thousand base amounts to the Bank's balance sheets for further sale; deciding on acceptance of
property to the Bank's balance sheets for its own needs;
9.22. making a decision on alienation of property being in the Bank's ownership, the value
of which does not exceed 10 (ten) thousand base amounts;
9.23. making a decision on declaring the debt uncollectible and write-off from the balance
and off-balance sheet all kinds of uncollectible debts, when the amount of debt per customer
(contractor) does not exceed 10 (ten) thousand base amounts; grant powers to collective bodies and
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employees of the Bank for deciding on writing off uncollectible debt within the limits of the powers
provided by this Charter;
9.24. deciding on debt restructuring, except for deciding in accordance with sub-clause 2.39
of clause 2 of Article 9 of the this Charter; deciding on instalment (deferral) of the overdue debt
payment, on accrual interests (remuneration, penalties) – under transactions (operations) associated
with the Bank's credit risk, the decision on execution of which has been made by the Management
Board without delegating the right to collective bodies of the Bank to make decisions on these
issues;
9.25. consideration of nominates of the official responsible for risk management in the
Bank, official responsible for internal control in the Bank, head of the unit responsible for internal
audit, and submit their appointment for consideration to the Supervisory Board;
9.26. implementation of measures ensuring timely elimination of violations of the
legislation, abusive acts, and deficiencies identified during audits (revisions) of the internal audit
service, audit organisation, Audit Commission, National Bank of the Republic of Belarus and other
state (controlling) bodies, as well as the implementation of recommendations received;
9.27. making decisions on execution of operations with securities in the trading portfolio (on
acquisition for the purpose of selling in the short term (up to one year);
9.28. settlement of other issues of the current activity of the Bank that are not attributed to
the competence of the General Meeting of Shareholders and the Supervisory Board in accordance
with the legislation and this Charter.
The procedure of work of the Management Board in a part not covered hereby shall be
defined by the local act of the Bank approved by the Supervisory Board.
Article 11. Control over Financial and Business Activities of the Bank. Internal
Control in the Bank
1. To exercise internal control over financial and business activities of the Bank, the General
Meeting of Shareholders shall elect the Audit Commission consisting of 3 (three) persons.
Members of the Audit Commission shall be elected for the period until election of the new
members of the Audit Commission by the next annual General Meeting of Shareholders.
The Supervisory Board members, the Management Board members, as well as ex-members
of the said management bodies of the Bank may not be elected to the members of the Audit
Commission until expiration of one year from the moment of discontinuation of their membership
in these bodies.
The Audit Commission shall be headed by the Chairman elected out of its members by the
majority of votes of the total number of the members of the Audit Commission.
The procedure of work of the Audit Commission in a part not covered hereby, the grounds
and procedure of early termination of powers of the members of the Audit Commission shall be
defined by the local act of the Bank approved by the Supervisory Board.
2. The competence of the Audit Commission shall cover revision of all or several directions
of the Bank’s activities or audits of one or several interrelated directions, or over a definite period of
these activities carried out by the Bank and its separate units.
The Chairman of the Audit Commission shall have the right to attend the meetings of the
Supervisory Board, the Management Board and introduce proposals on the issues under
consideration without the voting right at making decisions on these issues.
3. The responsibility of the Audit Commission shall be carrying out of:
annual revision – based on the results of financial and business activities of the Bank over
the reporting year. The annual revision shall be completed not later than within 70 (seventy)
calendar days upon completion of the reporting year;
revision or audit – upon decision of the management bodies of the Bank within the time
limits established thereby;
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revision or audit – upon written request of the shareholders (shareholder), being the owners,
in the aggregate, of 10 (ten) or more per cent of the Bank’s shares, sent to the Audit Commission or
the Supervisory Board. In this case, revision or audit shall be commenced within 30 (thirty) days
from the date of receipt of the request for carrying out thereof from the shareholders (shareholder).
The Audit Commission of the Bank shall have the right to carry out a revision or audit on its
own initiative at any time.
Duration of the revision or audit of the Bank’s activity shall not exceed 30 (thirty) days.
4. The Audit Commission shall draw up a report based on the results of the revision or audit
in accordance with the requirements of the legislation.
The report of the Audit Commission based on the results of the annual revision shall be
brought to consideration of the General Meeting of Shareholders with the approval of the annual
report, annual accounting (financial) statements of the Bank, and distribution of its profit and losses.
5. If any violations are revealed, the Audit Commission shall:
submit a revision or audit report or individual conclusions and suggestions therefrom to the
management bodies of the Bank, which, according to their competence, shall take measures aimed
at elimination of the said violations within two weeks;
request convocation of the extraordinary General Meeting of Shareholders, if a decision on
the facts of violations revealed during the revision or audit may be made by the General Meeting of
Shareholders only.
6. The Bank shall invite an auditing organisation for revision and confirmation of reliability
of the annual accounting (financial) statement.
The audit report prepared based on the results of the annual audit of the Bank shall be
brought for consideration of the General Meeting of Shareholders with the approval of the annual
report, annual accounting (financial) statements of the Bank, and distribution of its profit and losses.
The management bodies of the Bank, in accordance with their competence, shall take timely
measures aimed at elimination of the violations revealed during audit.
The Bank shall publish the audit report prepared based on the results of the audit of annual
accounting (financial) statements of the Bank, in cases and in accordance with the procedure
established by the legislation.
The audit of the accounting (financial) statements of the Bank shall be carried at the Bank’s
expense out at any time upon request of the shareholders (shareholder) holding in aggregate 10 (ten)
or more per cent of the Bank’s shares.
If the Supervisory Board of the Bank has not taken measures on carrying out the audit upon
request of shareholders (shareholder), being the owner, in the aggregate, of 10 (ten) or more per
cent of the Bank’s shares, these shareholders shall have the right to act as the audit clients. In this
case selection of the auditor organisation and conclusion of the audit agreement shall be performed
by such shareholders independently with the right to charge the Bank with audit expenses. In this
case, the bodies of the Bank shall create conditions for the audit organisation for timely and quality
audit, including provision of all necessary documents.
If the Supervisory Board of the Bank evades the audit upon the request of shareholders
(shareholder), being the owner, in the aggregate, of more than ten per cent of the Bank’s shares or
more, or does not create proper conditions for its carrying out, the audit may be carried out on the
basis of the court decision on the suit of shareholders requiring its carrying out.
7. For the purposes of ensuring regular and effective performance of its activity the Bank
shall organise internal control in accordance with the requirements of the legislation.
Internal control shall be exercised by the Bank’s bodies, auditing committee, and internal
bank collective bodies in accordance with their competence, units and employees of the Bank at all
levels, including the officer responsible for internal control in the Bank, special unit for prevention
of legalisation of illegally gained income, financing terrorist activity and financing spreading of
weapons of mass destruction, the internal audit service. The procedure of exercise of internal
control of the Bank shall be regulated by local acts of the Bank.
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The Bank shall develop and implement the system of internal control as a set of internal
control, internal audit, organisational structure, local acts defining the strategy, policies, internal
control methods and procedures, as well as the powers and responsibilities of the management
bodies of the Bank and officials.
To carry out continuous internal control of financial and economic activities of the Bank, the
Internal Audit Service shall be formed in the Bank.
The internal control system of the Bank shall be organised according to the directions
stipulated by the legislation, as well as directions determined by the decisions of the Supervisory
Board. The powers of bodies of the Bank and its employees in the field of internal control shall be
defined by this Charter and local acts of the Bank.
The Supervisory Board shall ensure organisation of the internal control system and the risk
management system in the Bank, bank holding company on a consolidated basis, prevention of
conflict of interests and the conditions of its occurrence in the process of risk management and
internal control in the Bank, bank holding.
The Supervisory Board shall form the Auditing Committee from its members and employees
of the Bank, functions of which include overall management and ensuring functioning of the
internal control system, internal audit service, as well as selection and organisation of interaction
with the audit organisations. The Auditing Committee shall be chaired by the independent director.
The number of members of the Supervisory Board in the Auditing Committee shall be at least half
of the Committee.
Goals, objectives, and powers of the Auditing Committee shall be defined by the local act
approved by the Supervisory Board.
To organise the internal control system and ensure its effective functioning, the Management
Board shall:
ensure implementation of the decisions of the Supervisory Board, implementation of the
strategy and policy of the Bank, including in relation to organisation and implementation of internal
control and risk management;
control compliance with the limits, powers of officials in settlement of transactions
(operations);
provide comprehensive solution of issues related to management of the Bank's capital,
substantial risks for the Bank;
ensure risk tolerance limitations, compliance with the established tolerance to the inherent
risks of the Bank, risk appetite, maintaining the risk profile of the Bank proportionate to the nature
and scale of its activities;
approve risk appetite by the types of substantial risks, the structural units of the Bank,
business directions;
control measures to reduce (limit) risks;
perform internal monitoring of efficiency of the internal control system and control over
elimination of identified violations and deficiencies of internal control;
consider management reporting containing the results and materials of periodic assessments
of efficiency of the internal control system, its separate directions and types;
organise the efficient system of information transfer and exchange, which should provide
receipt of the necessary data by the interested users;
not allow for approval of local acts of the Bank and (or) performance of actions that may
create the conditions for violation of the legislation and (or) interfere with internal control, take
measures to improve the internal control system.
The Bank shall appoint an official responsible for internal control in the Bank, as well as
form the Internal Control Service, a permanent unit for implementation of internal control according
to the nature and scope of banking operations and other activities, as well as the special unit for
prevention of legalisation of illegally gained income, financing terrorist activity and financing of
mass destruction weapons’ spreading. The official responsible for internal control in the Bank shall
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be directly subjected to the Chairman of the Management Board and subjected to the Supervisory
Board, shall be a member of the Auditing Committee.
Powers and the procedure for functioning of the Internal Audit Service shall be defined by
local acts of the Bank approved by the Supervisory Board.
The Internal Audit Service shall be directly subjected to the Chairman of the Management
Board and be accountable to the Supervisory Board. The head of Internal Audit Service shall be a
member of the Auditing Committee.
The Internal Audit Service shall carry out the audit of the Bank's activities, including the
internal control system and the risk management system, as well as on a consolidated basis,
assessment of the quality and efficiency of corporate management systems, assessment of efficiency
of business processes.
To audit proper organisation and implementation of corporate management, at least once
every three years the Bank shall ensure an external independent assessment of efficiency of
corporate management, including assessment of efficiency of the Supervisory Board functioning.
In order to organise an effective system of bank risk management in the Bank, an official
responsible for risk management in the Bank shall be appointed, as well as a permanent unit for risk
management shall be formed according to the nature and scope of banking operations and other
activities. The official responsible for risk management in the Bank shall be directly subjected to the
Chairman of the Management Board and accountable to the Supervisory Board, shall be a member
of the Risk Committee.
The Supervisory Board shall form the Risk Committee from its members and employees of
the Bank, which is headed by an independent director. The number of members of the Supervisory
Board in the Risk Committee shall be at least half of the Committee.
Goals, objectives, and powers of the Risk Committee shall be defined by the local act
approved by the Supervisory Board.
Article 12. Transactions of the Bank
1. Transactions (operations) of the Bank associated with the credit risk arising to the Bank in
cases, when the amount of risk for the client, group of related clients of the Bank taking into
account the planned settlement of transaction is 20 (twenty) and more per cent of the normative
capital of the Bank, shall be settled on the grounds of the decision of the Supervisory Board or on
the grounds of the decision of the Management Board made within the limit of risk concentration
for the client, group of related clients of the Bank established by the Supervisory Board, if these
transactions are not major. The limit established by the Supervisory Board shall determine the
maximum cumulative sum of balance sheet and off-balance sheet claims and off-balance sheet
obligations of the Bank in relation to the client, group of related clients for which the Bank bears
the credit risk.
Transactions (operations) of the Bank associated with the credit risk arising to the Bank,
with the Bank insiders and/or persons related to the latter, regardless of the amount, shall be settled
on the grounds of the decision of the Supervisory Board or according to the procedure established
by the Supervisory Board and within the limit(s) of risk concentration established for the insider(s)
and persons related thereto by the Supervisory Board.
The Supervisory Board shall be entitled to delegate to the Management Board the right of
making certain decisions on amendments into the terms and/or conditions of transactions settled on
the grounds of the decision of the Supervisory Board.
If any transaction (operation) stipulated by this clause is simultaneously the Bank’s
transaction, being of interest to its affiliates, or a major transaction of the Bank, the decision on this
transaction (operation) shall be made taking into consideration provisions of clauses 2 and 3 of this
Article.
2. The decision on the Bank’s transaction which, pursuant to the legislation, is recognised a
transaction being of interest to the Bank’s affiliates, shall be attributed to the competence of the
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Supervisory Board, regardless of the value of the property which is the subject of the transaction,
and shall be made by majority of the votes of all the Supervisory Board members who are not
interested in settlement of this transaction.
If the number of all the Supervisory Board members who are not interested in settlement of
this transaction is less than 4 (four) persons, the decision on the Bank’s transaction being of interest
to the Bank’s affiliates shall be made by the General Meeting of Shareholders. The General Meeting
of Shareholders shall make a decision on the Bank’s transaction being of interest to its affiliates by
majority of the votes of the total number of the Bank’s shareholders who are not interested in
settlement of this transaction.
Decisions of the Supervisory Board, the General Meeting of Shareholders on the Bank’s
transaction being of interest to its affiliates shall not be required in cases provided for by the
legislation.
Upon making the appropriate decisions, the Bank shall disclose to the general public by
posting on its official site on the Internet global computer network the information about transaction
being of interest to:
members of the Supervisory Board, members of the Management Board;
spouse, parents, adult children and their spouses, adoptive parents, adult adopted children
and their spouses, grandfather, grandmother, adult grandchildren and their spouses, siblings and
parents of the spouse of the members of the Supervisory Board and the Management Board.
Upon the request of any shareholder the Bank shall provide information defined by the
legislation on transactions being of interest to the Bank’s affiliates.
The Bank shall keep record of its affiliates in accordance with the procedure established by
the local act of the Bank approved by the Supervisory Board.
3. The decision on settlement of a transaction (several interrelated transactions) of the Bank
covered by provisions of the legislation on major transactions of business companies (decision on a
major transaction of the Bank) shall be attributed to the competence of the Supervisory Board and
made unanimously by all members of the Supervisory Board.
If the Supervisory Board failed to make a unanimous decision or quantitative membership of
the Supervisory Board is less than 7 (seven) persons, the decision on settlement of a major
transaction of the Bank shall be made by the General Meeting of Shareholders. The General
Meeting of Shareholders shall make a decision on settlement of a major transaction of the Bank, the
subject of which is property of the value:
20 (twenty) to 50 (fifty) per cent of the book value of the Bank’s assets – by majority of at
least 2/3 (two thirds) of the number of votes of the persons participating in the General Meeting of
Shareholders;
50 (fifty) and more per cent of the book value of the Bank’s assets – by majority of at least
3/4 (three fourths) of the number of votes of the persons participating in the General Meeting of
Shareholders.
The decision on settlement of a major transaction of the Bank shall contain details and
information stipulated by the legislation.
4. Interrelated transactions shall be the transactions recognised as such by the legislation of
the Republic of Belarus, as well as transactions with uniform obligations settled with participation
of the same persons within one day.
Article 13. Accounting and Reporting, Documents of the Bank. Information on the
Bank
1. Accounting and other reporting of the financial and business activities of the Bank and its
separate units shall be organised and kept in the Bank along with preparation and presentation of
accounting (financial) statements, statistical and other reporting in accordance with the legislation
and the accounting policy formed by the Bank.
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The reporting year of the Bank corresponds to the calendar year – from January 1 to
December 31 inclusive.
Annual accounts of the Bank shall be drawn up in accordance with the procedure, in the
scope and according to the forms established by the National Bank of the Republic of Belarus.
Reliability of data contained in the annual accounts of the Bank shall be confirmed by the Audit
Commission and auditing organisation. Before submission to the annual General Meeting of
Shareholders for approval, the annual accounts of the Bank shall be brought for preliminary
consideration of the Supervisory Board taking into consideration the opinion of the Audit
Commission and audit report.
The Management Board shall approve the accounting (financial) statements of separate units
of the Bank annually, before March 31 of the year following the reporting year.
Responsibility for organisation, state, and reliability of accounting and reporting in the
Bank, timely submission of the accounting (financial) statements, statistical and other reporting
shall be borne by the Bank and Management Board in accordance with the legislation and this
Charter.
2. The Bank shall submit to the National Bank of the Republic of Belarus and other state
bodies the reports and other information on its activities in the scope, according to the procedure,
and within time limits established by the legislation Republic of Belarus.
The Bank shall publish reports on its activities and annual statements together with the audit
report confirming reliability thereof in the print mass media defined by the National Bank of the
Republic of Belarus and post it on its official site on the Internet global computer network in the
scope and according to the procedure established by the National Bank of the Republic of Belarus.
The Bank shall publish consolidated reports on the activities of the banking holding as well
as annual consolidated reports together with the audit report confirming reliability thereof in the
print mass media defined by the National Bank of the Republic of Belarus and post it on its official
site on the Internet global computer network in the scope and according to the procedure established
by the National Bank of the Republic of Belarus.
The Bank shall place the information on a single information resource of the security market
in accordance with the legislation on the security market.
3. The information on the Bank shall be provided and disclosed in accordance with the
legislation, this Charter, special local act of the Bank approved by the Management Board.
The shareholders and other interested legal entities and natural persons may receive
information on the Bank’s activities in the scope established by the legislation from the mass media,
including the annual report and quarterly reports published for the general public in the national
print mass media being official periodical, on the Bank’s site on the Internet global computer
network, as well as upon personal application to the Bank.
The shareholders may also receive other information contained in the documents of the
Bank upon their written request to the Bank. In addition, the “documents of the Bank” shall
comprise the documents from the list provided for by the legislative act governing activity of
business companies. Shareholders owning at least 2 (two) per cent of the Bank’s voting shares shall
have access to the accounting and reporting documents not containing information which is subject
to compulsory disclosure, as well as to the minutes of the Bank’s Supervisory Board, Management
Board, minutes of the committees and commissions formed by the Bank. Information being,
according to the legislation, banking secrecy or any other secrecy of legal entities and natural
persons protected by the legislation shall not be disclosed. As a rule, information shall be disclosed
in case of a personal visit to the Bank, upon written consent of the Chairman of the Management
Board written on the shareholder’s request for reviewing the Bank’s documents. In such request, the
shareholder shall specify the documents and the scope of the information, which they would like to
review.
Requests that do not contain such specification shall not be considered by the Bank. The
possibility of reviewing the Bank’s documents, as a rule, at the Bank’s offices, shall be provided to
a shareholder within 14 (fourteen) business days following the date of receipt by the Bank of the
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shareholder’s request. Having received the shareholder’s request, the Bank shall send a notification
to the shareholder specifying the date and time of presentation of the documents for review within 5
(five) business days. If required, the shareholder, upon his application and according to the
resolution of the Chairman of the Management Board of the Bank, may receive copies of the
requested documents.
Information on the Bank may be disclosed to potential investors or another interested person
in the scope required for them to make a substantiated decision regarding participation in the Bank
or other actions that may influence results of the Bank’s activity, provided that the said persons
ensure confidentiality of the information provided to them.
4. The information on the results of financial and business activity of the Bank shall be
recognised as confidential information in the security market until posting thereof in the single
information resource of the security market, as well as publishing thereof in the mass media or
bringing to notice of the general public in another way in cases defined by the Law of the Republic
of Belarus “On the Security Market” or other legislative acts of the Republic of Belarus.
5. The information, which, according to the legislation, constitutes a bank and (other) secret
protected by the law, shall be provided (disclosed) by the Bank in cases established by the
legislation.
6. The procedure of disclosing information on the Bank’s activities, handling information,
disclosing and (or) providing of which is restricted, in a part not regulated by this Charter, shall be
defined by the local acts of the Bank approved by the Management Board.
Article 14. Reorganisation and liquidation of the Bank
1. Reorganisation of the Bank (merger, joining, division, separation, transformation) may be
effected according to a decision of the General Meeting of Shareholders and, in cases stipulated by
the legislative acts, pursuant to a decision of authorised state bodies, including the court.
In cases stipulated by the legislative acts, reorganisation of the Bank may be carried out only
subject to the consent of the National Bank of the Republic of Belarus and (or) consent of other
authorised state bodies.
2. The Bank may be liquidated voluntarily according to the decision of the General Meeting
of Shareholders due to economic inexpediency of its subsequent activity, as well as on other
grounds stipulated by the legislation.
Liquidation of the Bank pursuant to the decision of the General Meeting of Shareholders
shall be carried out subject to a written consent of the National Bank of the Republic of Belarus.
Having received the consent to liquidation from the National Bank of the Republic of
Belarus, the General Meeting of Shareholders shall form a Liquidation Commission (appoint the
Liquidator), appoint its Chairman as well as define the procedure and terms of liquidation of the
Bank in accordance with the legislation.
The powers related to management of the Bank’s affairs are transferred to the Liquidation
Commission (the Liquidator) from the moment of creation thereof. The Liquidation Commission
(the Liquidator) shall carry out the procedure of liquidation of the Bank in accordance with the
legislation.
3. The property of the Bank remaining after settlement of claims of the depositors and other
creditors shall be distributed by the Liquidation Commission (the Liquidator) among the
Shareholders of the Bank in the order of priority established by the legislation.
Property of each turn shall be distributed after full distribution of the property of previous
turn. If the property remaining at the disposal of the Bank is not sufficient for payment of accrued,
but not paid dividends and the fixed value of the property defined by this Charter to all
shareholders, being the owners of privileged shares, then the property shall be distributed among the
shareholders in proportion to the number of privileged shares owned by them.
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4. The members of the Liquidation Commission (the Liquidator) shall be responsible for the
losses suffered by the Bank, shareholders of the Bank and other persons through their fault in
accordance with the procedure established by the legislation.
5. The Bank shall be deemed liquidated from the date of entry made in the Unified State
Register of Legal Entities and Individual Entrepreneurs on its exclusion from this Register.
Acting Chairman of the Management Board D.A.Pankevich