Shareholder of the Bank

The exclusive competence of the Supervisory Board is:

1. Approval, within its competence, of provisions which regulate issues related to the Bank’s activities;
2. Preparation of the agenda and date of the general meeting of Shareholders, and the inclusion of suggestions in the agenda, with the exception of cases when shareholders (members) convene an extraordinary general meeting, approval of the form and content of the ballot at the general meeting, announcement of general meetings in accordance with legislation;
3. concerning the holding of ordinary and extraordinary general meetings in accordance with the Articles of Association of the Bank, and in cases stipulated by the Ukrainian Law "On Joint-Stock Companies";
4. Deciding about the sale of shares earlier repurchased by the Bank;
5. Deciding about the placement by the Bank of securities, other than shares;
6. Deciding about repurchase of placements by the Bank of other securities, other than shares;
7. Approval of the market value of the assets (including securities) in cases stipulated by Ukrainian legislation as well as approval of the shares repurchase price aimed at exercising the shareholders’ right to mandatory repurchase of shares by the bank in cases envisaged by the Ukrainian legislation;
8. Election and termination of powers of the Chairman and Board members, the Director of the internal audit service;
9. Approval of the terms of contracts concluded with members of the Bank’s management board and the internal audit service, and setting of their remuneration, including incentive and compensation payments;
10. Decisions concerning suspension of the Chairman of the Board or any member of the Board from fulfilment of responsibilities and election of a person to discharge temporarily the duties of Board Chairman
11. Election and termination of powers of the Chairman and members of other bodies of the Bank;
12. Election of the registration commission, unless otherwise provided by law;
13. Determination of the Bank’s auditor and approval of its contract conditions and setting of remuneration;
14. Determination of the date of the list of persons entitled to receive dividends, the order and timing of payment of dividends according to clause 8.6 of the Articles of Association;
15. Determination of the date of the list of shareholders (members) to be notified of the general meeting and are entitled to attend the general meeting;
16. Deciding about the establishment of other legal entities and approval of their Articles of Association;
17. Deciding on the matters, which are assigned by law to the competence of the Supervisory Board, in any cases of merger, acquisition, splitting, separation or transformation of the Bank;
18. Deciding about major transactions in accordance with legislation;
19. Determining the Bank’s chances to be recognised as insolvent as a result of obligations it undertook or their implementation, including as a result of payment of dividends or redemption of shares;
20. Deciding about the election of the Bank's property appraiser and terms of the contract to be concluded including setting of remuneration;
21. Deciding about the election (replacement) of a depository institution or a securities depository and terms of the contract to be concluded including setting of remuneration;;
22. Transfer of suggestions to shareholders regarding acquisition of their common shares by a person (persons acting jointly) that acquired a controlling stake;
23. Monitoring the activities of the Bank’s Management Board, submitting suggestions on their enhancement, checking the implementation of resolutions of the General Meetings of Shareholders;
24. Deciding about the creation of subsidiaries and their stake ownership, their reorganisation and termination, creation and elimination of the Bank’s separate divisions, approval of their articles of association and regulations;
25. Imposing restrictions in the form of limiting the amounts (limits) for the Bank’s Management Board to make decisions on in regards to the order of movable and immovable property, Bank funds, as well as for the Chairman of the Board to enter into contracts and transactions on disposal of movable and immovable property, and funds of the Bank;
26. Giving its consent to the excess by the Bank’s Management Board and the Chairman of the Board of the limits specified by the Supervisory Board;
27. Analysing actions of the Board on the investment policy;
28. Providing a preliminary review of annual statements and balance sheets, and the conclusions on them made by the Audit Committee;
29. Approving the reports of the Bank’s Management Board;
30. Analysing the actions of the Bank’s Board regarding Bank management;
31. Determining the order of auditing and checking the financial and economic activities of the Bank;
32. Submitting suggestions concerning the activities of the Bank to the General Meeting of Shareholders;
33. Hearing the Management Board news reports on the activities of the Bank;
34. Deciding on the imposition of property liability of officials of the Bank;
35. Approving the cost estimates of the Bank’s Management Board;
36. Stipulating the procedure for remuneration of labour and amount thereof for bank officials;
37. Considering conflicts that arise between the Bank’s Management Board and the staff, and taking measures to solve them
38. Deciding on the Bank’s participation in groups;
39. Deciding on the operating procedures and plans of on the internal audit service of the Bank, and checking its activities. Approving regulations on the internal audit service of the Bank;
40. Deciding on joining (withdrawal) of the participants (founders) of economic entities and the acquisition (alienation) of corporate rights (shares, stocks) in their authorised capital, if the amount is between 10 and 25 percent of the value of assets of the Bank according to the latest annual financial statements and /or exceeds the maximum sum established by the Supervisory Board;
41. Deciding to conclude deeds with interest according to the procedure established by law;
42. Deciding on covering losses;
43. Approving the Bank's credit policy;
44. Annually approving the Bank's policies with respect to remuneration;
45. Deciding about conclusion of transactions with related parties, if the market value of property [assets] or services, which are the subjects of them, are more than USD 500,000 (five hundred thousand) or its equivalent;
46. Deciding about the establishment of Supervisory Board committees, exercising through the Supervisory Board committees the powers granted to such committees by Regulation on the Supervisory Board.
47. Approval of the Bank’s development strategy according to the priorities specified by the General Meeting of the Shareholders (participants) of the Bank;
48. Approval of the Bank’s budget, including the budget of the internal audit service and business plan for the Bank ‘s development;
49. Determination and approval of strategy and risk management policies, procedures on their management, as well as the risk listing and risk limits;
50. Overseeing the operation of internal control systems and monitoring their effectiveness;
51. Monitoring the effectiveness of risk management systems;
52. Approval of any recovery plan for the Bank’s activities;
53. Deciding about sources of capital and other Bank financing;
54. Deciding about the Bank’s organisational structure, including the internal audit service;
55. Approval of internal regulations stipulating the activities of the Bank’s structural divisions;
56. Considering the conclusions of the Bank’s external auditing and making recommendations to the General Meeting of the Shareholders (participants);
57. Monitoring the procedures on elimination of deficiencies noted by the National Bank of Ukraine and other state and supervisory bodies that monitor (within their competences) the Bank’s activities, as well as deficiencies noted by the internal audit service and the audit company, and the results of external auditing;
58. Ensure the timely transfer (publishing) of the Bank’s information about its activities in accordance with the law;
59. Deciding about selection (replacement) of clearing agency and approving of the terms of contract with it and remuneration for its services;
60. Approval of transactions with parties related to the Bank.

The Supervisory Council of the Bank (hereinafter – the Supervisory Board or the Board) is elected by the General Meeting of shareholders in a number determined by the General Meeting of shareholders (there are currently five members of the Supervisory Board).

Powers of the members of the Supervisory Board become effective as of the date of their approval by the Bank’s general meeting of shareholders and remain in effect for three years. After the conclusion of the three-year period, the powers of the members of the Supervisory Board are valid until the general meeting of the Bank’s shareholders adopts a relevant resolution.

Without the resolution of the general meeting of shareholders, the powers of a member of the Council shall be terminated:
1. at the member’s request, with written notice sent to the Bank two weeks beforehand;
2. if the member of the Board cannot perform duties for health reasons;
3. if a sentence or court decision comes into force, by which the member has been sentenced to punishment, and which excludes the possibility for the Board member to fulfil duties;
4. in case of incapacity, partial incapacity, disappearance or death.

The Chairman and members of the Supervisory Board shall be elected fr