AGM of Tatfondbank Considered Results of 2012
OREANDA-NEWS. June 04, 2013. The annual General Meeting of Shareholders of JSC AIKB Tatfondbank was held to consider the Bank’s performance in 2012.
The participants of the Meeting included shareholders and their representatives who own over 97.5% of the total number of the Bank’s outstanding voting shares. Recommendations approved by the Board of Directors in the course of preparing for the annual Meeting were fully supported by decisions of the Meeting.
Having heard the reports of N.S. Tagirova, First Deputy Chairman of the Board of Management, on the results of the financial year, A.L. Zhuravlev, Chairman of the Audit Commission, and G.S. Timokhin, head of Bankovsky Audit, the Bank’s auditor, on the outcomes of the audit of financial and economic activity and reliability of financial statements, the Meeting approved the Annual Report and the annual accounting statements of the Bank for 2012.
A decision was made to allocate RUB 291.7 million (80.4% of profit for 2012) to the Bank’s Reserve Fund, RUB 55.9 million (15.4%) – to the provision of charitable and sponsor support, RUB 5.3 million (some 1.5%) – to the payment of remuneration to members of the Board of Directors, while RUB 10.0 million (2.8%) remained undistributed. It was decided not to pay dividends on the Bank’s shares for 2012.
The Board of Directors was elected to consist of 9 members, including 6 members from the previous composition. The new members of the Bank’s Board of Directors include:
Azat Ziganshin, Director General of Tatagroleasing;
Yelena Murashova, Director General of AMT Consult;
Alexander Slesarenko, independent business consultant; until March 2013, Deputy Director General of BDO Unicon Business Solutions and Managing Director of BDO Unicon Consulting (pluralistically).
The annual Meeting decided, at the suggestion of the Board of Directors, to increase the Bank’s charter capital by RUB 4 billion through the placement of additional shares and approved the following basic parameters (details) of the placement of additional shares as established by the Bank’s Board of Directors:
Number of securities to be placed: 400 000 000 (Four Hundred Million) ordinary registered non-certificated shares with nominal value of RUB 10 (Ten) each;
Nominal value of additional issue securities: RUB 4 000 000 000 (Four Billion);
Form of the issue of securities: additional issue of ordinary registered inconvertible non-certificated shares;
Type of placement: public offering;
Offering price of securities to be placed through public offering: to be established by the Board of Directors and should be disclosed not later than on the date of starting the placement of additional shares; offering price for persons having the pre-emptive right to acquire securities to be placed: to be established by the Board of Directors and should be disclosed not later than on the date of starting the placement of additional shares;
Mode of payment of securities: monetary funds in currency of the Russian Federation (Russian roubles). Payment of additional shares with non-monetary assets, property is not allowed. Additional shares shall be placed on condition of their full payment;
Other terms: period of using the pre-emptive right for acquisition of shares: 45 days from sending notification about the possibility of using the pre-emptive right for acquisition of additional shares of JSC AIKB Tatfondbank.
The following organisations were approved by the Meeting as the auditors of the Bank:
Bankovsky Audit: to carry out the mandatory audit of annual accounting statements and annual summary (consolidated financial) statements of the Bank for financial year 2013 under Russian Accounting Standards (RAS);
Ernst and Young: to carry out the audit of consolidated financial statements of the Bank under International Financial Reporting Standards (IFRS) for financial year 2013 (including the annual audit and interim review).
The new versions of the Bank’s Charter and Regulations for Remuneration of Members of the Board of Directors were approved. Amendments were introduced to the Regulations for General Meeting of Shareholders, Regulations for the Board of Directors, and the Regulations for Executive Bodies.
A decision of the Meeting approved the Bank’s related party transactions in accordance with Chapter XI of the Federal Law “On Joint Stock Companies”, which can be performed by the Bank in the normal course of business within the period until the next annual General Meeting of Shareholders, as well as established the maximum amounts for which such transactions can be performed provided the statutory requirements, limits and other indicators established by regulations of the Bank of Russia are met.