The EGM, which took place onFebruary 20, 2006, elected the following new BoD ofROSBANK:
- Andrei Bougrov, Managing Director, Interros;
- Georgui Zabolotsky, first Vice-president, Rosbank; Director General, Fincom- investments and management;
- Evgeny Ivanov, president, «Polyus» gold mining company;
- Andrey Klishas, Director General, Chairman ofthe Board, Interros;
- Alexander Popov, Chairman ofthe Board, Rosbank;
- Viacheslav Fedorov, member ofthe Board, NPF Social Development nongovernmental pension fund;
- Mukhadin Eskindarov, Pro-Rector, Financial Academy under the Government ofthe Russian Federation
The elected independent directors are:
- Allan Hirst, member ofthe Board, non-executive director, NorthStar Corporate Finance;
- Martin Gilman, PhD (economy), head ofEconomic Policy Center ofthe Higher School ofEconomics.
The shareholders accepted the new wording ofthe bank’s bylaws, which complies with the Russian and foreign legislation requirements related tothe corporate governance issues.
The EGM also gave its approval tothe following deals:
- Potential purchase ofa 12-month Directors’ and Officers’ Liability Insurance Policy limiting the deal toU.S. $650,000.
- Deals, involving the Bank’s shareholder, KMTECHNOLOGIES (OVERSEAS) inconnection with the future IPO:
- Underwriting Agreement, regulated byCommon Law ofEngland, between OAO AKB ROSBANK and KMTECHNOLOGIES (OVERSEAS). The banks — underwriters are CREDIT SUISSE SECURITIES (EUROPE) LIMITED, DEUTSCHE BANK AGand HSBC BANK PLC and other banks, which could participate inIPO asunderwriters.
- 144A Deposit Agreement, confirming tothe Rule 144A ofthe USA Securities Act regulated byNew-York State Law and aDeposit Agreement ©, confirming tothe Regulation Sof the USA Securities Act, between AOA AKB ROSBANK, Custody division ofDEUTSCHE BANK TRUST COMPANY AMERICAS and holders ofGlobal Depository Receipts, attesting rights regarding ROSBANK’s shares.
The price ofthe mentioned interlocking deals was determined byROSBANK BoD decision asof Jan 25. 2006and amounts tomore than 2, but less than 50percent ofthe ROSBANK book value ascalculated inmost recent accounting report.