VTB Bank AGM Agenda and information on persons who proposed agenda items Position of VTB Bank Supervisory Council as to its AGM Agenda Agenda of VTB Bank AGM is made of the following key sets of items: - Items proposed by Rosimushchestvo and reviewed by the Supervisory Council meeting held on 09.04.2018; - Items initiated by VTB Bank and related to the Bank s current activities. The following items are proposed by Rosimushchestvo and added to the AGM Agenda: 1. Approval of VTB Bank Annual Report; 2. Approval of VTB Bank Annual Financial Statements; 3. Approval of VTB Bank Profit Allocation for the year 2017; date; 4. Amount, terms and form of dividend payment for the year 2017 and the dividend cut-off 5. Payment of remuneration to Supervisory Council members who are not state employees in compliance with VTB Bank by-laws; 6. Payment of remuneration to the Statutory Audit Commission members who are not state employees in compliance with VTB Bank by-laws; 7. Approval of the number of VTB Bank Supervisory Council members; 8. Election of VTB Bank Supervisory Council members; 9. Approval of the number of VTB Bank Statutory Audit Commission members; 10. Election of VTB Bank Statutory Audit Commission members; 11. Approval of VTB Bank s Auditor. Alongside the above isues proposed by Rosimushchestvo, the following items were initiated by the Bank and added to the AGM Agenda: 12. Approval of the new version of the Regulation on Preparing, Convening and Holding VTB Bank General Shareholders Meetings; 13. VTB Bank s withdrawal from the Association of Russian Banks. Participating in the meeting of VTB Bank Supervisory Council held on 16 April 2018 (Minutes No.5 dated 16.04.2018) to consider the agenda item VTB Bank AGM Agenda were 1
unanimously voted for the approval of the Agenda proposed. To approve following agenda items of VTB Bank AGM: 1. Approval of VTB Bank Annual Report; 2. Approval of VTB Bank Annual Financial Statements; 3. Approval of VTB Bank Profit Allocation for the year 2017; date; 4. Amount, terms and form of dividend payment for the year 2017 and the dividend cut-off 5. Payment of remuneration to Supervisory Council members who are not state employees in compliance with VTB Bank by-laws; 6. Payment of remuneration to the Statutory Audit Commission members who are not state employees in compliance with VTB Bank by-laws; 7. Approval of the number of VTB Bank Supervisory Council members; 8. Election of VTB Bank Supervisory Council members; 9. Approval of the number of VTB Bank Statutory Audit Commission members; 10. Election of VTB Bank Statutory Audit Commission members; 11. Approval of VTB Bank s Auditor. 12. Approval of the new version of the Regulation on Preparing, Convening and Holding VTB Bank General Shareholders Meetings; 13. VTB Bank s withdrawal from the Association of Russian Banks. Item 1 on the agenda: participating in the meeting of VTB Bank Supervisory Council held on 16 April 2018 to consider the agenda item Preliminary approval of VTB Annual Report were To preliminary approve VTB Bank Annual Report for 2017 and submit it to the AGM for approval. Item 2 on the agenda: VTB Bank Annual Financial Statements for 2017 is included in VTB Bank Annual Report for 2017, which was preliminary approved at the meeting of VTB Bank Supervisory Council held on 16 April 2018 (See paragraph 1). Item 3 on the agenda: participating in the meeting of VTB Bank Supervisory Council held on 16 April 2018 to consider the agenda item Recommendation to the AGM as to VTB Bank Profit Allocation for the year 2017 were Eleven (11) members of the Supervisory Council, namely: Anton Siluanov, Matthias Warnig, Sergey N. Galitsky, Yves Thibault de Silguy, Sergey Dubinin, Andrey Kostin, Shahmar Arif oglu Movsumov, Valery Petrov, Nikolay Podguzov, Vladimir 2
Chistyukhin, and Andrey Sharonov), who unanimously voted for the approval of the following resolution: To recommend the AGM to allocate VTB Bank profit for the year 2017 as follows: - Net profit to be allocated RUB 101,268,176,223.47 - Allocations to the Reserve Fund RUB 5,063,408,811.17 - Allocations for dividend payment on ordinary registered shares - Allocations for dividend payment on Type 1 registered preference shares - Allocations for dividend payment on Type 2 registered preference shares RUB 44,759,117,915.11 RUB 11,804,188,555.41 RUB 16,952,578,170.61 - Retained net profit RUB 22,688,882,771.17 Item 4 on the agenda: participating in the meeting of VTB Bank Supervisory Council held on 16 April 2018 to consider the agenda item Recommendation to the AGM as to the amount, terms and form of dividend payment for the year 2017 and the dividend cut-off date were Eleven (11) members of the Supervisory Council, namely: Anton Siluanov, Matthias Warnig, Sergey N. Galitsky, Yves Thibault de Silguy, Sergey Dubinin, Andrey Kostin, Shahmar Arif oglu Movsumov, Valery Petrov, Nikolay Podguzov, Vladimir Chistyukhin, and Andrey Sharonov), who unanimously voted for the approval of the following resolution: To recommend that the AGM of VTB Bank shareholders should: 1. to make a decision on (announce) the 2017 dividend payment as follows: - RUB 0.00345349138975912 per one outstanding ordinary registered share of VTB Bank (PJSC) with a par value of RUB 0.01; - RUB 0.000551499742855177 per one outstanding Type 1 registered preference share of VTB Bank (PJSC) with a par value of RUB 0.01; and - RUB 0.00551499742855177 per one outstanding Type 2 registered preference share of VTB Bank (PJSC) with a par value of RUB 0.1. 2. to determine that the 2017 dividend payment should be made in money terms, with amount of dividends accrued per one VTB Bank shareholder to be defined with the accuracy to one kopeck. When calculating, the rounding of figures shall be subject to mathematical rules; 3. to set out the following deadlines for the dividend payment as from the cut-off date for determining the persons eligible for dividend payment: - within 10 business days to a nominal holder and a trust manager being the securities market professional participant, which are registered in the Shareholders Register; - within 25 business days to other persons registered in the Shareholders Register; 3
4. to set 04 June 2018 as the cut-off date for determining the persons eligible for the 2017 dividend payment. Item 5 on the agenda: participating in the meeting of VTB Bank Supervisory Council held on 09 April 2018 to consider the agenda item Adding to the AGM agenda under proposal of Rosimushchestvo of the following item: payment of remuneration to Supervisory Council members who are not state employees in compliance with VTB Bank by-laws were Eleven (11) members of the Supervisory Council, namely: Anton Siluanov, Matthias Warnig, Sergey N. Galitsky, Yves Thibault de Silguy, Sergey Dubinin, Andrey Kostin, Shahmar Arif oglu Movsumov, Valery Petrov, Nikolay Podguzov, Vladimir Chistyukhin, and Andrey Sharonov), who unanimously voted for the approval of the following resolution: Under proposal of Rosimushchestvo (Letter No.DP-05/6360dsp dated 01.03.2018) holding 60.93 % of VTB Bank voting shares, to add to the AGM agenda the following item: Payment of remuneration to Supervisory Council members who are not state employees in compliance with VTB Bank by-laws. Item 6 on the agenda: participating in the meeting of VTB Bank Supervisory Council held on 16 April 2018 to consider the agenda item Recommendation to the AGM as to payment of remuneration to the Statutory Audit Commission members were Eleven (11) members of the Supervisory Council, namely: Anton Siluanov, Matthias Warnig, Sergey N. Galitsky, Yves Thibault de Silguy, Sergey Dubinin, Andrey Kostin, Shahmar Arif oglu Movsumov, Valery Petrov, Nikolay Podguzov, Vladimir Chistyukhin, and Andrey Sharonov), who unanimously voted for the approval of the following resolution: To recommend the AGM to make the following decision regarding payment of remuneration to the Statutory Audit Commission members who are not state employees in compliance with VTB Bank by-laws: 1. To pay the following remuneration to VTB Bank Statutory Audit Commission members who are not state employees: - each member of VTB Bank Statutory Audit Commission RUB 920,000; - Chairman of VTB Bank Statutory Audit Commission RUB 276,000. 2. To compensate performance-related expenses to VTB Bank Statutory Audit Commission members who are not state employees, namely: accommodation, travel expenses, other air and/or railway duties and service fees. Items 7-8 on the agenda: participating in the meeting of VTB Bank Supervisory Council held on 09 April 2018 to consider the agenda item Enrolling on the voter list of the nominees to be elected members of VTB Bank Supervisory Council proposed by Rosimushchestvo were Under proposal of Rosimushchestvo (Letter No.DP-05/6360dsp dated 01.03.2018) holding 60.93 % of VTB Bank voting shares, to enroll on the voter list the following nominees to be elected members of VTB Bank Supervisory Council at the Bank s AGM: To elect as members of VTB Bank Supervisory Council: 1. Matthias Warnig ; 4
2. Sergey Nikolayevich Galitskiy (an independent member); 3. Yves-Thibault de Silguy (an independent member); 4. Sergey Konstantinovich Dubinin; 5. Andrey Leonidovich Kostin; 6. Shahmar Arif oglu Movsumov (an independent member); 7. Igor Nikolaevich Repin (an independent member); 8. Anton Germanovich Siluanov; 9. Azer Mutalim oglu Nalybov; 10. Vladimir Viktorovich Chistyukhin; 11 Mukhadin Abdurakhmanovich Eskindarov. Participating in the meeting of VTB Bank Supervisory Council held on 16 April 2018 to consider the agenda item Enrolling on the voter list of the nominees to be elected members of VTB Bank Supervisory Council proposed by PJSC Bank Otkritie Financial Corporation were voted for the approval of the following resolution: Under proposal of PJSC Bank Otkritie Financial Corporation (Letter No.01-4-10/25574 dated 28.02.2018), holding 9.07 of VTB Bank voting shares, to enroll on the voter list the following nominees to be elected members of VTB Bank Supervisory Council at the Bank s AGM: 1. Mikhail Mikhailovich Zadornov; 2. Alexander Konstantinovich Sokolov. Items 9-10 on the agenda: participating in the meeting of VTB Bank Supervisory Council held on 09 April 2018 to consider the agenda item Enrolling on the voter list of the nominees to be elected members of VTB Bank Statutory Audit Commission proposed by Rosimushchestvo were Under proposal of Rosimushchestvo (Letter No.DP-05/6360dsp dated 01.03.2018) holding 60.93 % of VTB Bank voting shares, to enroll on the voter list the following nominees to be elected members of VTB Bank Statutory Audit Commission at the Bank s AGM: 1. Evgeny Sh. Gontmakher; 2. Mikhail P. Krasnov; 3. Anastasia S. Olshanova; 4. Sergey R. Platonov; 5. Zakhar B. Sabantsev; 5
6. Vadim V. Soskov. Item 11 on the agenda: participating in the meeting of VTB Bank Supervisory Council held on 16 April 2018 to consider the agenda item The candidacy of VTB Bank s Auditor were To recommend the AGM to approve LLP Ernst & Young as VTB Bank s Auditor to exercise a mandatory annual audit of VTB Bank for 2018. Item 12 on the agenda: participating in the meeting of VTB Bank Supervisory Council held on 16 April 2018 to consider the agenda item Submission to the AGM of the new version of the Regulation on Preparing, Convening and Holding VTB Bank General Shareholders Meetings were Movsumov, Valery Petrov, Nikolay Vladimir Chistyukhin, and Andrey Sharonov), who unanimously voted for the approval of the following decision: To propose the AGM to consider the new version of the Regulation on Preparing, Convening and Holding VTB Bank General Shareholders Meetings and make the following resolution: To approve the new version of the Regulation on Preparing, Convening and Holding VTB Bank General Shareholders Meetings. Item 13 on the agenda: participating in the meeting of VTB Bank Supervisory Council held on 16 April 2018 to consider the agenda item Submission to the AGM of the issue of VTB Bank s withdrawal from the Association of Russian Banks were Eleven (11) members of the Supervisory Council, namely: Anton Siluanov, Matthias Warnig, Sergey N. Galitsky, Yves Thibault de Silguy, Sergey Dubinin, Andrey Kostin, Shahmar Arif oglu Movsumov, Valery Petrov, Nikolay Podguzov, Vladimir Chistyukhin, and Andrey Sharonov), who unanimously voted for the approval of the following decision: To propose the AGM to consider VTB Bank s withdrawal from the Association of Russian Banks and make the following resolution: To approve VTB Bank s withdrawal from the Association of Russian Banks. There were no individual or separate opinions of VTB Bank Supervisory Council members. 6