MINUTES of the extraordinary shareholders meeting of the Joint Stock Company ProCredit Bank, held on 26 December 2018

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1 MINUTES of the extraordinary shareholders meeting of the Joint Stock Company ProCredit Bank, held on 26 December 2018 Venue: premises of the JSC ProCredit Bank («the Bank») at 3 rd floor, room #3, 107-A prospekt Peremohy, city of Kyiv. Time: 11:00 12:00 Registration of Shareholders Shareholders (their proxies) who came to participate in the extraordinary general shareholders meeting ( the Meeting ) were registered by the Registration commission appointed by the resolution of the Supervisory Board of the Bank dated 16 November 2018 against the register of shareholders eligible to participate in the Meeting drawn up by the National Depository of Ukraine as of 19 December Total number of the shareholders listed in the register 2 (two). Total number of votes of the shareholders holding voting shares is 2,143,369 votes. KfW owns preference shares, which constitute 100% of the preference shares. The preference shares do not vote on any items of the agenda of this Meeting. The following shareholders (proxies) have registered to participate in the Meeting: ProCredit Holding AG & Co. KGaA - 2,048,149 ordinary registered shares or 2,048,149 votes respectively, representing % of the total amount of voting shares. Proxy Mr. Serhii Benediuk (per power of attorney) KfW - 95,220 ordinary registered shares or 95,220 votes respectively, representing % of the total amount of voting shares. Proxy Ms Lyudmyla Gordiuyk (per power of attorney) A list of shareholders registered to participate in the Meeting is attached hereto. Determination of quorum Pursuant to article 41 of the Law of Ukraine On joint stock companies, the Meeting shall be deemed to have a quorum if the shareholders (their proxies) jointly holding more than 50 percent of voting shares have registered to participate in such Meeting. According to the report of the Chairperson of the Registration Commission R. Ignatiev the shareholders jointly holding 2,143,369 of the Bank s ordinary registered shares, which constitute 100% of the voting shares, have registered to participate in the Meeting. Registration Commission declared the Meeting to have a quorum. Chairperson and Secretary Under the resolution of the Supervisory Board of the Bank dated 16 November 2018, Viktor Ponomarenko was appointed as a Chairperson of the Meeting, and Viktoriia Tsilinchuk was appointed as a Secretary for the Meeting. 1

2 Voting procedure and tabulation of votes Pursuant to the article 43 of the Law of Ukraine On joint stock companies all agenda items are put to vote by using the voting ballots in the form approved by the decision of the Supervisory Board on On items 1 through 3 and item 5 of the agenda voting is executed based on oneshare-one-vote principle; decision under item 4 of the agenda shall be taken by cumulative voting procedure, where the total number of votes of each shareholder is multiplied by the number of members of the managing body being elected. The voting ballot is deemed null and void if it does not contain shareholder s (shareholder s representative s) signature. Until the election of the Tabulation committee, the tabulation of votes, explanation of the order of voting and other issues pertaining to voting at the Meeting is performed by the temporary tabulation commission, formed according to the decision of the Supervisory Board as of 16 November 2018 represented by Mr. Rostyslav Ignatiev and Ms Viktoriia Tsilinchuk. The Meeting was declared opened at 11:05 a.m. Agenda of the Meeting: Taking into account proposal from a shareholder possessing more than 5% of voting shares of the Bank to include additional items to the agenda, submitted in compliance with the provisions of the Law of Ukraine On joint stock companies, the following agenda of the extraordinary shareholder s meeting was approved by the resolution of the Supervisory Board of the Bank as of : Item 1: Election of the Tabulation Commission. Item 2: Approval of the new edition of the Bank s Charter Item 3. Early termination of the authorities of the Bank s Supervisory Board members. Item 4: Re-election of the Bank s Supervisory Board members. Item 5: Election of the Chairperson of the Supervisory Board. The agenda was announced to all the shareholders in accordance with the legislative requirements, no objections as to the approved agenda were raised. Review and Decisions Item 1: Election of the Tabulation Commission Due to necessity to elect the Tabulation Commission, it was proposed to elect Mr. Rostyslav Ignatiev and Ms Viktoriia Tsilinchuk to act as members of the Tabulation Commission for the extraordinary shareholders meeting. To elect Mr. Rostyslav Ignatiev and Ms. Viktoriia Tsilinchuk to act as members of the Tabulation Commission for the extraordinary shareholders meeting. Proxies of the shareholders jointly holding 2,143,369 of the Bank s ordinary shares, thus, 2,143,369 of the votes respectively, took part in the voting. Affirmative votes 2,143,369; negative votes 0; abstaining votes 0. The decision is adopted by 2,143,369 votes representing 100% of votes of the shareholders registered to participate in the Meeting. 2

3 Item 2: Approval of the new edition of the Bank s Charter The Chairperson informed that 27 June 2018 the extraordinary shareholders meeting of the Bank has decided on increase of the share capital of the Bank by issuing additional registered ordinary shares at existing par value in the number of 734,075 pcs for the amount of UAH 349,999, The new issue of shares was registered by the National Commission on Securities and Stock Market on 13 September 2018 under registration entry 69/1/2018-Т (interim share registration certificate). Within the approved time framework for placement of shares the total number of 694,125 shares were placed for the amount of UAH 330,951, that corresponds to 94,56% of the total number of shares issued. In accordance with the share purchase agreement concluded the shareholder ProCredit Holding AG & Co. KGaA has purchased and fully paid the amount of shares above at its own expense. Based on the results of shares placement Management of the Bank in its capacity as an authorised body has decided on approval of the results of the agreements concluded with the first owners during the private placement of the Bank s shares, on approval of the results of such private placement of shares and on approval of the report on results of private placement of shares. The shareholders representatives were familiarised with these decisions of the Management included into the minutes of the Management s meeting as of 5 November The shareholders agreed to the proposal and raised no objections. Given the above, the new edition of the Bank s charter was proposed for the shareholders approval that reflect results of the share capital increase (section 4.1. of the charter). Shareholder s proxies have unanimously approved the new edition of the Bank s charter presented at the Meeting. To approve the new edition of the Bank s Charter re-stated following the approved results of the capital increase. To authorise Mr. Victor Ponomarenko, General Manager of the Bank, to sign the approved edition of the Charter as an authorised signatory on behalf of the Shareholders, and to commission the Management to ensure the approval of the amended Charter with the National Bank of Ukraine, as well as its state registration. Proxies of the shareholders jointly holding 2,143,369 of the Bank s ordinary shares, thus, 2,143,369 of votes, took part in the voting. Affirmative votes 2,143,369; negative votes 0; abstaining votes 0. The decision is adopted by 2,143,369 votes representing 100% of votes of the shareholders registered to participate in the Meeting. Item 3. Early termination of the authorities of the Bank s Supervisory Board members. The Chairperson reported that under the Article 39 of the Law of Ukraine on banks and banking, as well as section 10.2 of the Bank s charter, the Supervisory Board of the Bank shall include three independent directors, hence, it is necessary to re-elect the current Supervisory Board. It was proposed to recall all current members of the Board before their term of office expires, namely, to terminate powers of Dr. Klaus-Peter Zeitinger, Rainer Peter Ottenstein, Borislav Kostadinov, Cristian Kraemer and Wolfgang Bertelsmeier, and further elect the new composition of the Supervisory Board of the Bank. 3

4 To recall pre-term all current members of the Supervisory Board, namely: Dr. Claus-Peter Zeitinger, Mr. Rainer Peter Ottenstein, Mr. Borislav Kostadinov, Mr. Wolfgang Bertelsmeier and Mr. Christian Kraemer for concurrent re-election of the new composition of the Supervisory Board. Proxy of the shareholder holding 2,048,149 of the Bank s ordinary shares, thus, 2,048,149 of the votes, took part in the voting. Affirmative votes 2,048,149; negative votes 0; abstaining votes 0. The decision is adopted by 2,048,149 votes representing 95,5575% of votes of the shareholders registered to participate in the Meeting. Item 4: Re-election of the Bank s Supervisory Board members. In accordance with the shareholder s proposals, the following candidatures were nominated for election to the Supervisory Board of the Bank: Dr. Claus-Peter Zeitinger (representative of ProCredit Holding AG & Co. KGaA) Mr. Rainer Peter Ottenstein (independent director) Mr. Borislav Kostadinov (representative of ProCredit Holding AG & Co. KGaA) Mr. Wolfgang Bertelsmeier (independent director) Dr. Klaus Glaubitt (independent director). Full information on the nominees was included into the voting ballots, which were made available to familiarize with prioir to the Meeting. The shareholders were proposed to elect the new composition of the Supervisory Board for the new three-year term of office. To elect as the members of the Supervisory Board for the next three (3) year term as from the date hereof: Dr. Claus-Peter Zeitinger (representative of ProCredit Holding AG & Co. KGaA) Mr. Rainer Peter Ottenstein (independent director) Mr. Borislav Kostadinov (representative of ProCredit Holding AG & Co. KGaA) Mr. Wolfgang Bertelsmeier (independent director) Dr. Klaus Glaubitt (independent director). Proxy of the shareholder holding 2,048,149 of the Bank s ordinary shares, which under the rules of cumulative voting constitutes 10,240,745 of the votes, respectively, to vote for candidates during the election of the Supervisory Board of the Bank, took part in the cumulative voting using the ballots. Results of the votes distribution: for the candidature of Dr Claus-Peter Zeitinger 2,048,149 affirmative votes; for the candidature of Mr. Rainer Peter Ottenstein 2,048,149 affirmative votes; for the candidature of Mr. Borislav Kostadinov 2,048,149 affirmative votes; for the candidature of Mr. Wolfgang Bertelsmeier 2,048,149 affirmative votes; for the candidature of Dr. Klaus Glaubitt 2,048,149 affirmative votes. The decision was taken for all of the candidates to the Supervisory Board that were voted for. 4

5 Item 5: Election of the Chairperson of the Supervisory Board. In accordance with the provisions of sections , 10.2 of the Bank s Charter, the Chairperson of the Supervisory Board shall be elected by the general shareholders meeting from the elected members of the Supervisory Board by a simple majority of votes of the shareholders that have registered to participate in the meeting. Following the results of voting under previous agenda item, the shareholders were proposed to re-elect Dr Klaus-Peter Zeitinger as a Chairperson of the Supervisory Board for the next term of office of the newly elected Board. To elect Dr Claus-Peter Zeitinger as the Chairperson of the Supervisory Board for the term of authorities of the newly elected Board. Proxy of the shareholder holding 2,048,149 of the Bank s ordinary shares, thus, 2,048,149 of the votes respectively, took part in voting. Affirmative votes 2,048,149; negative votes 0; abstaining votes 0. The decision is adopted by 2,048,149 votes representing 95,5575% of votes of the shareholders registered to participate in the Meeting. Since there were no other items to discuss, the Chairperson adjourned the Meeting at 12:00 a.m. Signatures: Chairperson of the Meeting Secretary of the Meeting [signature] Viktor Ponomarenko [signature] Viktoriia Tsilinchuk 5