ALFA-BANK OPEN JOINT-STOCK COMPANY APPROVED BY THE GENERAL MEETING OF SHAREHOLDERS (Minutes No. 01 2006 of February 27, 2006) (The version approved by the General Meeting of Shareholders, Minutes No. 01 2008 of March 3, 2008 as amended by the General Meeting of Shareholders, Minutes No. 04 2009 of June 18, 2009, Minutes No. 05 2009 of September 2, 2009, Minutes No. 01-2010 of June 21, 2006) REGULATIONS OF THE EXECUTIVE BOARD OF ALFA-BANK OPEN JOINT-STOCK COMPANY Moscow 2010
I. GENERAL 1.1. These Regulations of the Executive Board of ALFA-BANK OPEN JOINT-STOCK COMPANY (hereafter the Bank ) establish the procedure for the formation of the Executive Board, its competence, the frequency of its meetings, the procedure for calling and holding its meetings, the decision making procedure of the Executive Board and the rights, duties and responsibility of the members of the Executive Board (hereafter the "Regulations ). 1.2. In accordance with the Federal Law On Joint-Stock Companies and the Charter of the Bank, the Executive Board of the Bank is a collective executive body of the Bank managing its activity on a day-to-day basis. The Executive Board shall be competent to deal with all matters pertaining to the management of the day-to-day activity of the Bank, save matters belonging to the competence of the General Meeting of Shareholders or the Board of Directors of the Bank. The division of authority between the Executive Board and the Chairman of the Executive Board is established by the Charter of the Bank and these Regulations. 1.3. The procedure for the election of members of the Executive Board, their term of office, the competence of the Executive Board and the Chairman of the Executive Board as a one member executive body of the Bank are regulated by the Charter of the Bank and these Regulations. 1.4. Members of the Executive Board shall be elected by the Board of Directors of the Bank for a term of two (2) years. The Board of Directors may resolve to elect a First Deputy Chairman of the Executive Board and Deputy Chairmen of the Executive Board. The Board of Directors may also terminate the powers of the Executive Board en masse before the expiration of their term, or remove from office separate members of the Executive Board. Members of the Executive Board shall be accountable to the Board of Directors and the General Meeting of Shareholders of the Bank. 1.5. Apart from the Chairman of the Executive Board and his deputies, the Executive Board may include the heads of the Units (business areas) and of the structural divisions which perform the functions, banking operations and transactions most important for the Bank. 1.6. Candidates for election to the Executive Board must meet the qualifications required by the federal laws and the regulations of the Bank of Russia adopted in conformity therewith. Candidates for the Executive Board must be approved by the Bank of Russia pursuant to the procedure established by the Bank of Russia. 1.7. Members of the Executive Board shall not hold offices in other organizations which are credit institutions, insurance companies, or professional securities-market participants, or in organizations which are engaged in leasing activities or are affiliates of the Bank. 1.8 The remuneration payable to the members of the Executive Board shall be fixed by the Chairman of the Executive Board. 1.9. The rights and duties of the members of the Executive Board of the Bank shall be defined in accordance with the laws of the Russian Federation, the Charter of the Bank, these Regulations and the employment contract signed by each of them with the Bank. The contract with the Chairman of the Executive Board shall be signed on behalf of the Bank by the Chairman of the Board of Directors. The Board of Directors shall also be competent to terminate this contract before expiration of its term. 1.10. Members of the Executive Board of the Bank shall also be covered by special labor regulation provisions established by the Labor Code of the Russian Federation for corporate executives, insofar as these provisions do not conflict with the Federal Law On Joint-Stock Companies.
1.11. In its activity, the Executive Board shall abide by the laws of the Russian Federation, regulations of the Bank of Russia, Charter of the Bank, resolutions of the General Meeting of Shareholders and the Board of Directors of the Bank, these Regulations and internal regulations of the Bank. II. COMPETENCE OF THE EXECUTIVE BOARD 2.1. The Executive Board of the Bank shall be competent to: a) organize and manage the day-to-day activity of the Bank; b) implement resolutions of the General Meeting of Shareholders and of the Board of Directors of the Bank; c) determine the HR policy of the Bank and exercise control over its implementation; d) manage the activity of the branches, representative offices, operations offices, credit-cash offices and other internal structural divisions of the Bank; e) organize the development of new kinds of banking services and approve their introduction; f) establish the procedure for flexible regulation of interest rates payable for active and passive operations of the Bank; g) ensure compliance of the Bank with the laws of the Russian Federation; h) approve the decision-making procedure in respect of the Bank s operations connected with the provision of credits, investment of funds and other kinds of financing of Russian and foreign customers; i) determine the main terms and conditions for the attraction of deposits and provision of credits; j) determine the number of staff employed by the Bank, the organizational structure of the Bank, the organizational structure and the number of staff of the Bank s branches, representative offices, operations offices, cash-credit offices and other internal structural divisions; set administrative expenses and expenses for the development of the Bank; k) formulate the risk-management and profit-maximization policy; l) approve the credit-granting policy and ensure that the provision of credit products conforms to the credit policy and credit risk strategy; develop policies and procedures for the detection, measurement, monitoring and control of credit risk; provide credit products for a term exceeding five years; m) take regulatory decisions in the event of departures from the lending procedure established in the Bank; n) decide on the classification of lending requirements of the Bank with a view to forming provisions for possible losses on loans in the cases provided for by the regulations of the Bank of Russia and internal regulations of the Bank; o) determine and approve the lending limits and terms and conditions of lending which minimize the possibility of losses of the Bank and of a deterioration in liquidity owing to the conclusion of related-party transactions; p) approve the procedure for deducting accounts-payable from the Bank s income; q) resolve to open operations offices, credit-cash offices and additional offices of the Bank; r) approve candidates for the offices of chief accountant and deputy chief accountant of the Bank; the offices of head, deputy head, chief accountant, deputy chief accountant of the branches of the Bank; s) deal with matters connected with internal control, for which purpose it shall:
establish the responsibility for the implementation of the resolutions of the Board of Directors of the Bank, the realization of the strategy and policy of the Bank with regard to the organization and operation of internal control; delegate the powers to formulate the rules and procedures in the sphere of internal control to the heads of the relevant structural divisions and exercise control over compliance therewith; determine whether the activity of the Bank conforms to the internal documents regulating operation of internal control and whether the contents of these documents are consistent with the nature and scope of the activity of the Bank; assign duties to the divisions and employees responsible for concrete areas of internal control (its forms, methods of enforcement); create efficient systems for the transfer and exchange of information to ensure that the necessary information reaches the interested users; consider the results of the inspections carried out to check the condition of the internal control system; organize a system for monitoring the correcting of violations and weaknesses of the internal control system and assess the effectiveness of the measures taken; t) decide on the performance of banking operations and other transactions if the rules and procedures for the performance of such operations and transactions are not established by the internal documents of the Bank and also in the event of departures from the rules and procedures for the performance of banking operations and transactions established by the internal documents of the Bank; u) approve the regulations of the committees and other collective bodies of the Bank; v) approve the list of potential counterparties of the Bank in Russia, the CIS and the Baltic countries; w) deal with other matters which do not fall within the competence of the General Meeting of Shareholders and the Board of Directors of the Bank. 2.2. The Executive Board may delegate some matters within its competence to the Chairman of the Executive Board and his deputies, to committees and other collective bodies of the Bank, to heads of units and other structural divisions of the Bank and to Bank directors. III. CHAIRMAN OF THE EXECUTIVE BOARD. FIRST DEPUTY CHAIRMAN OF THE EXECUTIVE BOARD 3.1. The day-to-day activity of the Bank shall be managed by the one member executive body the Chairman of the Executive Board of the Bank. 3.2. The Chairman of the Executive Board of the Bank shall be elected and removed from office by the Board of Directors of the Bank. 3.3. The Chairman of the Executive Board of the Bank shall have deputies to be appointed by the Chairman of the Executive Board on the basis of a resolution by the Board of Directors of the Bank. The division of duties among the deputies shall be carried out by the Chairman of the Executive Board of the Bank. 3.4. The Chairman of the Executive Board shall: a) manage the activity of the Bank in accordance with its Charter; b) preside at meetings of the Executive Board and direct its work; c) deal with all matters connected with the day-to-day activity of the Bank, except matters which belong to the competence of the General Meeting of Shareholders, the Board of Directors and the Executive Board of the Bank.
d) act on behalf and in the interests of the Bank without a power of attorney; e) represent the interests of the Bank and act for the Bank in government bodies, in courts, in law enforcement, fiscal, administrative and other bodies, in relations with natural persons and legal entities of all forms of ownership; f) manage the property of the Bank in accordance with the laws of the Russian Federation; g) sign agreements and contracts, including employment contracts; conclude transactions in accordance with the laws of the Russian Federation, generally accepted business customs and usages, international law, international treaties of the Russian Federation, laws of other states; h) approve the staffing plan of the Bank, its branches, representative offices, operations offices, credit-cash offices and other internal structural divisions of the Bank; i) approve the regulations of the branches, representative offices, credit-cash offices, additional offices, structural divisions of the Bank and the procedure for the approval of job descriptions for the employees of the Bank; j) approve the internal office regulations of the Bank, regulations on remuneration and bonuses for employees of the Bank, other internal regulations pertaining to labor relations, and enforce their observance by employees and officers of the Bank; k) issue instructions within the scope of his or her competence, which are mandatory for all employees of the Bank; l) issue orders and directives on matters connected with the day-to-day activity of the Bank, including orders and directives relating to the opening of branches, representative offices, operations and credit-cash offices and other internal structural divisions; to the amendment of the regulations mentioned in Sub-Paragraph (i) of this paragraph; to changes in the particulars and working hours of the internal structural divisions of the Bank; m) in accordance with the labor laws of the Russian Federation, hire, transfer to other jobs and dismiss employees of the Bank, reward and apply disciplinary measures to Bank employees; n) assign duties to his or her deputies; o) grant powers of attorney on behalf of the Bank; p) approve the internal regulations of the Bank which determine the operating procedures and functional duties of the structural divisions of the Bank and separate Bank employees in the performance of banking operations and transactions; q) bear personal responsibility for the measures taken and conditions created for the protection of state secrets at the Bank and for compliance with the restrictions imposed by law on the disclosure of information constituting a state secret; r) determine which information constitutes trade secrets of the Bank and the procedure for handling such information. 3.5. In the absence of the Chairman of the Executive Board of the Bank, his duties shall be performed by the First Deputy Chairman of the Executive Board of the Bank or one of the Deputy Chairmen of the Executive Board of the Bank, appointed by the order of the Chairman of the Executive Board of the Bank. 3.6. In accordance with the Federal Law "On Joint-Stock Companies," other legal acts of the Russian Federation and the Charter of the Bank, the Chairman of the Executive Board of the Bank shall be responsible for the organization, status and accuracy of accounting and bookkeeping at the Bank, timely submission of the annual report and other financial statements to the competent authorities and disclosure of information concerning the activity of the Bank to shareholders, creditors and mass media. 3.7. The First Deputy Chairman of the Executive Board shall: a) preside at meetings of the Executive Board and direct its work in the absence of the Chairman of the Executive Board;
b) grant powers of attorney on behalf of the Bank in accordance with Part 5 of Article 185 of the Civil Code of the Russian Federation. IV. OPERATING PROCEDURES OF THE EXECUTIVE BOARD 4.1. The Executive Board of the Bank shall hold its meetings pursuant to the procedure established by the Charter of the Bank and these Regulations. The arrangements for holding the meetings shall be made by the Chairman of the Executive Board or, in his absence, by the First Deputy Chairman of the Executive Board. 4.2. Meetings of the Executive Board shall be held once a week. Notices of regular meetings of the Executive Board, indicating their time and place, shall be given to the members of the Executive Board by the secretary of the Executive Board. 4.3. Meetings of the Executive Board shall not be held if more than half of its members are absent for valid reasons. No more than half of all members of the Executive Board of the Bank may be on leave at any given time. 4.4. The materials for discussion and decision making at the meetings of the Executive Board shall be prepared by a member of the Executive Board and the head of the unit/structural division who submits the given question to the meeting of the Executive Board for its consideration. The prepared materials (in hard or soft copy) shall be circulated to the members of the Executive Board no later than five hours before the opening of the meeting of the Executive Board through the Deputy Chairman of the Executive Board/head of the unit who is in charge of the matter to be discussed at the meeting. Questions subject to special consideration shall be submitted to the Executive Board through the Chairman of the Executive Board. 4.5. Meetings of the Executive Board may be attended by invited persons the Chairman and members of the Board of Directors, heads of the units/structural divisions of the Bank and other persons invited by the Chairman of the Executive Board. 4.6. The Executive Board may consider, and pass resolutions on, all matters which are within the scope of its competence. 4.7. Meetings of the Executive Board shall be competent to transact business if attended by no less than half of the total number of its members. 4.8. Meetings of the Executive Board shall be presided over and their work shall be directed by the Chairman of the Executive Board or, in his absence, by the First Deputy Chairman of the Executive Board or a member of the Executive Board appointed by the Chairman of the Executive Board. 4.9. Resolutions of the Executive Board shall be passed by a simple majority vote. Each member of the Executive Board shall have one vote. In the event of a tie, the Chairman of the Executive Board shall have the deciding vote. Members of the Executive Board shall not transfer their votes to other persons, including other members of the Executive Board. 4.10. Members of the Executive Board who dissent from the resolution passed by the Executive Board may present their dissenting opinion to the Board of Directors of the Bank. 4.11. The Chairman of the Executive Board shall appoint a secretary to organize the work of the Executive Board, record its resolutions and keep its documentation. The secretary of the Executive Board shall be included in the structure of the Executive Secretariat of the working bodies of the Bank. 4.12. Resolutions of the Executive Board shall be recorded by the secretary of the Executive Board and signed by the Chairman of the Executive Board.
Resolutions of the Executive Board which must then be issued shall be issued in the form of excerpts by the secretary of the Executive Board or in accordance with the Procedure for Issuance of Excerpts from the Minutes of Meetings of the Executive Board of OJSC ALFA BANK by Means of the Information System "Agreement of Excerpts from Minutes of the Meetings of the Executive Board" (hereafter the "Procedure"). An excerpt from a resolution of the Executive Board on a paper medium shall be executed in accordance with the form attached to these Regulations and shall be signed by the Chairman of the Executive Board or the First Deputy Chairman of the Executive Board. 4.13. Resolutions of the Executive Board shall be made known to the persons concerned, to all members of the Executive Board and to the heads of the concerned divisions by the secretary of the Executive Board. V. RIGHTS, OBLIGATIONS AND LIABILITIES OF MEMBERS OF THE EXECUTIVE BOARD 5.1. Members of the Executive Board shall enjoy all rights to which they are entitled under the laws of the Russian Federation and the organizational and administrative documents of the Bank. 5.2. When exercising their rights and discharging their duties, members of the Executive Board of the Bank shall act in the interests of the Bank, reasonably and conscientiously, and, specifically, they shall: refrain from acts and actions which will result in the appearance of a conflict between their interests, the interests of shareholders, creditors, depositors, other customers and interested persons. Should such conflicts arise, members of the Executive Board shall advise the Board of Directors of the Bank to this effect; ensure that banking operations and other transactions are conducted in accordance with the laws of the Russian Federation, the Charter of the Bank and its internal documents; divide duties between heads of the structural divisions, exercise control over the proper discharge of these duties and promptly make corrections in accordance with changes in the conditions of the operation of the Bank; organize the system for collection, processing and submission of financial and operational data relating to the activity of the Bank, including information about all significant banking risks, which is required for the adoption of reasonable managerial decisions; keep the members of the Board of Directors of the Bank informed about the activity of the Bank; keep confidential the operations, accounts and deposits of the customers and correspondents of the Bank as well as other information which constitutes trade secrets of the Bank as defined by its internal documents. 5.3. Pursuant to the procedure established by the laws of the Russian Federation and the Charter of the Bank, members of the Executive Board of the Bank shall be held liable to the Bank for improper performance of their duties, for losses sustained by the Bank because of their wrongful actions (omissions) and shall also be held liable to the Bank or shareholders for losses caused by wrongful actions (omissions) that violate the rules for the acquisition of shares set forth in Charter XI 1 of the Federal Law On Joint-Stock Companies." 5.4. The Bank or a shareholder (shareholders) that owns a total of not less than one percent of the outstanding ordinary shares of the Bank, shall have the right to sue, pursuant to the established procedure, members of the Executive Board for losses sustained by the Bank. 5.5. In accordance with the labor laws of the Russian Federation, members of the Executive Board shall bear financial liability for damages sustained by the Bank through their fault.
Annex to Regulations of the Executive Board approved by the General Meeting of Shareholders (Minutes No. 01 2006 of February 27, 2006) ALFA BANK OPEN JOINT-STOCK COMPANY EXCERPT FROM MINUTES OF THE MEETING OF THE EXECUTIVE BOARD No. of, 200 PRESENT: Chairman of the Executive Board (name) First Deputy Chairman of the Executive Board (name) Deputy Chairmen of the Executive Board (names) Members of the Executive Board: (names) Invited persons: Chairman of the Board of Directors of the Bank (name) First Deputy Chairman of the Board of Directors of the Bank (name) President of the Bank (name) (other persons) AGENDA: RESOLVED: THE RESOLUTION WAS PASSED UNANIMOUSLY. Chairman of the Executive Board/ First Deputy Chairman of the Executive Board (name) Circulation: