TABLE OF CONTENTS Section 1. General provisions Section 2. Bank s activities, object and objectives

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2 TABLE OF CONTENTS Section 1. General provisions 3 Article 1. Major provisions 3 Article 2. Bank s name and registered address. 3 Article 3. Seals, stamps, cover letter forms and powers-of-attorney. 4 Article 4. Liability provisions 4 Article 5. Bank s structure. Bank s subsidiaries and affiliates.. 4 Section 2. Bank s activities, object and objectives 5 Article 6. Bank s business purposes and objectives.. 5 Article 7. Bank s object and business description. 5 Article 8. Participation in other business companies. 6 Section 3. Bank s authorized capital stock and other funds 7 Article 9. Bank s funds.. 7 Article 10. Authorized capital stock.. 7 Article 11. Reserve and other funds.. 8 Section 4. Bank s shares 8 Article 12. Shares number, nominal value and forms of issue.. 8 Article 13. Stock disposal.. 9 Article 14. Additional stock issue. 10 Article 15. Own stock purchase. 10 Article 16. Stock redemption, if required by stockholders 11 Section 5. Stockholders rights and liabilities 11 Article 17. Stockholders rights. 11 Article 18. Stockholders liabilities Section 6. Bank management 12 Article 19. Management bodies. 12 Article 20. Stockholders Meeting. 12 Article 21. Stockholders Meeting competence 12 Article 22. Regular and Special Stockholders Meetings.. 14 Article 23. Stockholders Meeting procedure 15 Article 24. Poll procedure during Meeting in absentia. 16 Article 25. Stockholders Meeting resolutions.. 16 Article 26. Supervisory Board Article 27. Supervisory Board members Article 28. Supervisory Board competence Article 29. Supervisory Board Chairman and his Deputy. 20 Article 30. Supervisory Board sessions. 20 Article 31. Board of Directors Article 32. Directors.. 22 Article 33. Competence of the Board of Directors 23 Article 34. Meetings by the Board of Directors 24 Article 35. Chairman of the Board 24 2

3 Section 7. Affiliated persons. Major transactions 24 Article 36. Affiliated persons 24 Section 8. Profit & loss distribution terms and conditions 25 Article 37. Profit distribution terms and conditions.. 25 Article 38. Profit distribution procedure 25 Article 39. Procedure to cover Bank losses Section 9. Bank internal audit 26 Article 40. Internal audit body.. 26 Article 41. Internal audit procedure Section 10. Accounting and reporting. Bank documentation. Bank info 27 Article 42. Procedure of Bank business information disclosure to stockholders.. 27 Article 43. Bank accounts and reporting. Bank info disclosure 27 Section 11. Customers interests provision 28 Article 44. Bank s liabilities before its customers. 28 Article 45. Safety of facilities deposited with the Bank 28 Article 46. Banking secret nondisclosure.. 28 Section 12. Labor relations 28 Article 47. Labor relations in the Bank. 28 Section 13. Confidentiality provisions 29 Article 48. Commercial secret nondisclosure 29 Section 14. Bank reorganization and liquidation 29 Article 49. Bank reorganization. 29 Article 50. Bank liquidation

4 SECTION 1. GENERAL PROVISIONS Article 1. Major provisions 1. The Closed Joint-Stock Company Alfa-Bank (hereinafter referred to as «Bank» or «Company») has been organized as a Closed-type Joint-Stock company under the Belarusian laws and the Agreement of joint formation of the Joint Stock Commercial Bank for International Trade and Investments of November 18, The resolution of the Bank s name change from Joint Stock Commercial Bank for International Trade and Investments into Closed Joint-Stock Company Alfa-Bank was taken by the General Stockholder s Meeting dated October 13, The amendments and alterations hereto related to such name change were duly registered by the Belarusian National Bank on November 13, The Bank is the successor of all rights, titles and liabilities of Alfa- Bank Finance Joint-Stock Company (named before 06/03/2013 as Joint Stock Company «BELROSBANK»), reorganized by merger with the Bank. The Bank stockholders include legal entities and/or individuals holding the Bank s shares. 2. The Bank is a legal entity, having its separate property, bearing responsibility for its liabilities. The Bank may acquire in its own name and dispose of any property and personal non-property rights, fulfill liabilities, act as a claimant or defendant before a court; it has its own balance. The Bank is a commercial financial institution with foreign investments, organized with the purpose of international trade development; promotion of investment activity and foreign investments encouragement; banking services provision for persons, Belarusian and foreign legal entities up to the international standards; assistance in economy reforming and its technological modernization. 3. The Bank shall be considered the owner of the property accumulated due to stockholders contributions, products of any lawful transactions executed and facilities acquired from other sources, as permitted by the Belarusian laws. The Bank creates its operating resources and facilities by its own assets and borrowed (attracted) resources. The Bank s own assets are originated from authorized capital stock, reserve fund, Bank development fund, other funds as stipulated herein and in accordance with the Belarusian laws in force, profits carried forward, current profits, revaluation of balance sheet items. The borrowed (raised) facilities (resources) include money and facilities of persons, legal entities, other banks, governmental authorities, Belarusian National Bank and other organizations, being attracted from time to time by the Bank on its own behalf and at own expense on terms of obligatory return, fixed-day delivery and maturity. 4. Subject to the provisions of the Belarusian laws, the Bank shall secure the proper operation of Bank-owned and/or Bank-operated facilities, proper execution of banking transactions (services), as well as protection of information resources and data subject to restricted disclosure and/or distribution, which pertains, is owned or used by the Bank. 4

5 Article 2. Bank s name and registered address 1. The Bank s full name: - in Russian: Zakrytoye aktsionernoye obshchestvo Alfa-Bank ; - in Belarusian: Zakrytaye aktsyanernaye tavarystva Alfa-Bank ; - in English: Closed Joint-Stock Company Alfa-Bank. The Bank s brief name: - in Russian: ZAO Alfa-Bank ; - in Belarusian: ZAT Alfa-Bank ; - in English: Alfa-Bank. 2. The Bank s registered address (permanent executive body location) shall be: ul. Surganova, 43-47, Minsk, , Republic of Belarus. Article 3. Seals, stamps, cover letter forms and powers-of-attorney 1. The Bank has its common round-form seal representing its name, other seals, stamps and cover letter forms. The seals / stamps shall be made, affixed to and kept as regulated by the Belarusian laws in force. 2. The powers-of-attorney may be issued on Bank s behalf and signed by the Chairman of the Board or his substitute or any other duly authorized officer subject to subdelegation. Article 4. Liability provisions 1. The Bank shall be fully liable by its property and assets, including money. The Bank shall not be responsible for its stockholders liabilities and the stockholders shall not be responsible for the Bank s liabilities, except as stipulated by the Belarusian laws or hereunder. 2. The Bank is considered to be independent in its activity; the State, governmental authorities and/or public officers may exclusively interfere in the Bank s activity as restricted by the Constitution of the Republic of Belarus and the Constitution-based Belarusian legal acts. The Bank shall not be responsible for the State s liabilities. The State shall not be responsible for the Bank s liabilities, until the State takes such responsibility and/or if not stipulated otherwise by the Belarusian laws. 3. The stockholders shall take risks of any Bank losses as limited to their share value only. 4. Should the Bank s insolvency (bankruptcy) be caused by its stockholders, Supervisory Board members, Chairman of the Board and/or other persons authorized to bind the Bank and/or otherwise manage its activities, such persons may be imposed a subsidiary responsibility for the Bank s obligations subject to the Belarusian legal acts, if the Bank s property is found insufficient to cover the insolvency. 5

6 5. Any Bank s collective management and/or audit body members shall be jointly liable before the Bank for any losses caused by their culpable actions (omissions) subject to their competence accordingly. However, the members of such management and/or audit body, who voted against or abstained from the resolution resulting in such losses / damages to the Bank or otherwise as specified by the Belarusian laws, shall not be made liable therefor, if not stipulated otherwise by the Belarusian laws. Article 5. Bank s structure. Bank s subsidiaries and affiliates 1. The Bank may duly open branches (affiliates) and representative offices in the Republic of Belarus and abroad, subject to the provisions of foreign laws at the place of registration of such branch / representative offices and/or international treaties with Belarus being counterparty to. Any subsidiary banks, Bank s foreign branches, as well as Bank s participation in foreign banking businesses, shall be subject to prior approval of the National Bank of the Republic of Belarus. The Bank may open foreign representative offices subject to prior notice to the National Bank of the Republic of Belarus only. 2. Structurally, the Bank comprises of: - Head Office; - separate offices and divisions beyond the Head Office location. The Head Office located at the Bank s registered address incorporates the Bank s executive body Board of Directors. The Bank may engage in banking and other transactions beyond its registered office by establishment of its offices, divisions and departments, including mobile offices, beyond its registered office location and having no separate balance (banking centers, banking offices, retail and/or cash banking departments, exchange offices, etc.), or by creating remote workplaces. SECTION 2. BANK S ACTIVITIES, OBJECT AND OBJECTIVES Article 6. Bank s business purposes and objectives 1. The Bank s activities are primarily oriented on banking and other businesses aimed at profit making and its distribution among the stockholders. 2. The Bank s activity objectives are considered to be as follows: - promotion of investment & business activity in Belarusian economy; - promotion of business entities organization and development; - provision of high profitability, needed for preservation and continuous augmentation of the stockholders capital. Article 7. Bank s object and business description 1. The Bank carries out its banking business subject to the special permission (license) for banking being issued under the Belarusian laws on banking and hereunder and is considered to be independent in executing the same. The Bank performs some kinds of business subject 6

7 to the appropriate Belarusian regulations and statutory acts, as well as under the provisions hereof. 2. Subject to special permission (license) being issued by the Belarusian National Bank, the Bank may carry out the following types of banking transactions, e. i.: - attraction of individuals and/or legal entities money as contributions (deposits); - deposition of the money so attracted on its own behalf and at own expense on terms of obligatory repayment, fixed-day delivery and maturity; - opening and operation of corporate and private banking accounts; - opening and operation of precious metal accounts; - payment and/or cash services for individuals and/or legal entities, including correspondent banks; - foreign exchange transactions; - precious metals and/or precious stones trading, as permitted by the Belarusian laws; - attraction and deposition of individuals and/or legal entities precious metals and precious stones; - banking guarantees issue; - trust contract-based operation of banking foundation money; - trust contract-based operation of money; - collection of cash in hand, payment orders, precious metals, precious stones and other valuables; - bank (payment) cards emitting; - e-money emitting; - issue of receipts in exchange for money deposited and credited to account; - financing under payment concession (factoring); - provision of specialized premises or safes for storage of documents and valuables (money, securities, precious metals and precious stones, etc.) to individuals and/or legal entities; - transportation of cash, payment orders, precious metals and precious stones and/or other valuables between banks and nonbanking financial institutions, their separate and structural units, as well as delivery of such valuables to bank clients and nonbanking financial institutions. 3. In addition to the banking transactions enlisted in Par. 2 of this Article, the Bank may execute the following transactions under the Belarusian laws, e.i.: - issuance of guarantees to be executed in money for third persons; - trust operation of precious metals and/or precious stones; - transactions (dealing) with precious metals and/or precious stones; - leasing; - consulting and information services; - issue, sales, purchase and other securities trading transactions; - setoff of money and other financial claims and liabilities and determination of net positions (clearing transactions); - operations, either in the Republic of Belarus or abroad, with commemorative banknotes, commemorative and bullion (investment) coins, which are legal tender in Belarus, at a price higher than par value; 7

8 - other acts, deeds and transactions permitted by the Belarusian laws, either for own business promotion and/or for banking transaction support, except for insurance business as insurer. 4. Subject to license being issued by the central authority for securities, the Bank may carry out professional and/or broker business with securities. Article 8. Participation in other business companies 1. For the purposes of due execution of the Bank s objectives stipulated hereunder, the Bank may act as a founder (member) of other business companies, subject to prior approval of the Belarusian National Bank, as stipulated by the Belarusian laws in force. The Bank may participate in other business companies, as permitted by the Belarusian National Bank, subject to prior specific authorization by the Belarusian National Bank only. SECTION 3. BANK S AUTHORIZED CAPITAL STOCK AND OTHER FUNDS Article 9. Bank s funds 1. The Bank creates the following funds: - authorized capital stock; - reserve fund; - Bank development fund; - other funds as stipulated herein and in accordance with the Belarusian laws in force. Article 10. Authorized capital stock 1. The authorized capital stock is formed by contributions (property) of its stockholders (members). The authorized capital stock amounts to 56,648, BYN rubles (Fifty-six million six hundred forty-eight thousand eight hundred and thirty Belarusian rubles and 95/100), including the property contribution valued 1,902, BYN rubles (One million nine hundred two thousand one hundred and twenty-six Belarusian rubles and 6/100), thus amounting to 3.36% of the paid-up authorized capital stock. 2. Contributions to the authorized capital stock can be made both in money and in property, as stipulated by law. Money contributions can be made both in Belarusian rubles and in foreign currency, except as specifically prohibited by the Belarusian laws. Property contributions to the authorized capital stock shall be made in any form to be further used in banking activity as fixed assets (except for buildings in progress). In case of a property contribution, its value shall be subject to expert evaluation. In the cases stipulated by the Belarusian laws, the property contribution value shall be subject to expert evaluation, as regulated by the Belarusian laws in force. The contributions to the authorized capital stock shall be made within one month following the contract of subscription, if not stipulated otherwise by such contract, at amounts respective to the shareholding acquired by stockholders at par value. 8

9 3. Money contributions shall be credited to a temporary account opened with the Belarusian National Bank or with any other bank subject to the National Bank s approval. In case of opening a temporary account with any other bank, the money shall be transferred to such account via the Bank s correspondent account opened with the Belarusian National Bank. No temporary account is required, if so established by the Belarusian laws in force. 4. The Stockholders Meeting may increase the authorized capital stock by new issue of shares or by shares par value increase. The authorized capital stock increase may involve both stockholders additional funds and/or Bank s own assets (equity). Such stockholders funds shall be defined as lawfully acquired money and/or property owned, operated or otherwise belonging in rem to stockholders. The Bank s own assets (equity) shall be defined as undistributed prior profits and profit-generated funds, in case such assets may not be disposed of otherwise. Any debt capital and/or unlawful facilities may not be contributed to the authorized capital stock increase. The Bank may not allocate its cash facilities and/or other assets, as well as third persons cash facilities and/or assets, to the authorized capital stock increase, inasmuch as the Bank accepted some risks arising from acquisition of such cash facilities and/or assets. 5. The Bank may not in any case decrease its authorized capital stock without prior written permission by the Belarusian National Bank. The Bank may decrease the authorized capital stock by reducing shares par value or by purchasing own shares to reduce the aggregate stock. The Bank may not decide on authorized capital stock decrease if and when such reduction results in authorized capital stock value diminution below the minimum, as specified by the Belarusian banking laws. Article 11. Reserve and other funds 1. The Bank shall establish its reserves to recover possible losses. The allocations to reserves shall exceed five percent of the Bank s net profits in hand (less taxes, duties and other compulsory budgetary deductions to the national and/or local budget, Belarusian social security off-budget fund and other public off-budget funds as applicable), until the aggregate of ten percent of the Bank s authorized capital stock. The Bank s reserve fund and bank development fund are to be formed under the procedure and amounts, as determined from time to time by the Stockholders Meeting under the provisions of the legal acts and regulations of the Belarusian National Bank. 2. The Bank s losses shall be covered by the reserve fund, as stipulated by law. 3. The Bank may create other special-purpose funds, not specifically governed by any provisions of the Belarusian National Bank s regulations. 9

10 SECTION 4. BANK S SHARES Article 12. Shares number, nominal value and forms of issue 1. The authorized capital stock is divided into 1,132,976,619 ordinary shares (One billion one hundred thirty-two million nine hundred seventy-six thousand six hundred and nineteen shares only). The shares are issued at 5 (Five) Belarusian kopecks (0.05 BYN) par value each. The shares are pari passu and ordinary. 2. The Bank shares shall be issued as non-documentary entries on account. The Bank Depository shall keep the Stockholders Register, which includes number, nominal value and each shareholder s shares circulation. The Stockholders Register keeping shall be governed by the Belarusian laws and Depository Regulations. 3. The shares shall be distributed and circulated among the stockholders. If and when permitted hereby, shares may be disposed of to any third person not being the Bank s stockholder. 4. The Stockholders Meeting may decide on changing the quantity of shares without changing the aggregate stock value. This procedure shall be performed by way of exchange of two or more shares into one share of higher par value of the same category (type) (stock consolidation) or by way of splitting one share into two or more shares of lower par value of the same category (type) (stock split). However, no change of stockholdres, shareholdings and/or fractional shares (fractions) shall be permitted. 5. When issuing any additional stock, the Bank shall disclose any material facts of such issue at the Bank s Web-site in Internet. Article 13. Stock disposal 1. Any stockholder deciding on his shares disposal shall offer the same to all other stockholders at equal price and subject to equal terms and conditions. For proper notification purposes, the seller shall apply to the Bank in writing and inform the terms and conditions of sale. The Bank shall forward the notice to all the other stockholders. The notice shall necessarily include the information of the seller, number of shares on sale when exercising stockholders preemptive right to purchase, selling price, as well as the terms and conditions of sale being essential for decision-making and/or sales contract execution. 2. The Bank s stockholders have the preemptive right to purchase shares being sold by other stockholders of the Bank. The notice to use or abstain from such preemptive right shall be submitted to the Bank within fifteen days following the notice of sales. All notices shall be corresponded in such a way to ensure confirmed delivery of notice to the addressee or to make such incoming correspondence registered. 3. The shares shall be purchased at the offered price in proportion to the stock held by each stockholder accordingly. In case any stockholder refuses to purchase his share of the stock offered, such share may be distributed among the rest stockholders in proportion to the stock held by each stockholder accordingly. 4. Should such preemptive right for the stock offered be used partially by the stockholders or neither stockholder exercise its preemptive right to purchase the same, the Bank may purchase the rest shares or the entire stock offered itself at the price agreed upon with the 10

11 selling stockholder and/or offer the same to any third person at its own discretion at a higher price, as compared to that offered to the stockholders. Should the Bank fail to exercise its right to purchase the stock itself within thirty days following the period of preemptive right validity, the Bank may offer the same to any third person at its own discretion within one year period at a higher price, as compared to that offered to the stockholders. The third person assigned by the Bank shall exercise its right to purchase the aforesaid stock offered within thirty days following the purchase offer date. 5. In case the stock offered can not be purchased in its entirety as stipulated by Clause 4 hereof, the selling shareholder may agree to sell its stock partially to the other stockholders and/or Bank and/or third person assigned by the Bank. The rest shares may be sold to any third person at a higher price, as compared to that offered to the stockholders. Should the stockholders and Bank fail to notify their agreement to purchase the stock offered within the time period specified in Clause 4 hereof or their refusal to purchase the same or no partial purchase be agreed upon, the selling stockholder may sell his stock to any third person at a higher price, as compared to that offered to the stockholders 6. The stock sales contract shall be duly registered with the professional securities dealer being engaged in depository and/or broker business. The contract shall include the essential terms and conditions, as specified by the Belarusian laws. The template stock sales contract shall be elaborated and offered by the Bank for proper execution. 7. For proper stock deposit with the Depository, the purchasing stockholder shall provide the original documents, as required; one original copy of the contract shall be filed with the Depository. Article 14. Additional stock issue 1. The Bank is entitled to issue additional shares, distributable only to the stockholders on register by such additional issue closing, by any method, as permitted by the Belarusian laws for private (non-public) issue. 2. If issued due to the Bank s own assets (equity) invested, the stock of such new issue shall be distributable among the stockholders in proportion to their shares currently owned. 3. Should any single or numerous transactions entered into with any individual (including Bank s stockholder) or legal entity or any group of contracted individuals or legal entities or any group of legal entities in subordinate / affiliated relation result in acquisition of stock valued five percent or more of the total authorized capital stock, as well as for any further transaction or transactions with Bank s stock entered into by such persons, the purchaser or its trustee shall seek for prior approval of the Belarusian National Bank, as stipulated by law. 11

12 Article 15. Own stock purchase 1. The acquision of own stock valued five percent and more of the total authorized capital stock by the Bank shall be subject to prior approval of the Belarusian National Bank. 2. The Bank is entitled to purchase its own shares in the following cases: 2.1. for further sales or free surrender to the State; 2.2. for further proportional distribution among the stockholders; 2.3. for further sales to an investor, subject to the Bank s business plan adopted; 2.4. for stock cancellation upon decision taken in accordance with the provisions hereof for authorized capital stock reduction by decreasing the shares number; 2.5. in other cases as stipulated by the Belarusian laws in force. 3. If decided by the Bank, the stock shall be purchased within thirty days, but in no case later than six months following the stock purchase decision. 4. The stock purchased by the Bank for authorized capital stock reduction by decreasing the shares number, as may be required by the Stockholders Meeting, shall be cancelled by resolution of the competent public authority pursuant to the Belarusian laws on securities. The stock purchased by the Bank for any other purposes shall be kept by the Bank and further distributed, as regulated by the Belarusian laws. The shares controlled by the Bank shall not provide any voting rights; they shall not be counted when voting at the Stockholders Meeting, nor shall they be subject to dividends. Such shares shall be disposed of within two years. In default, the Stockholders Meeting shall declare authorized capital stock reduction for such shares par value. 5. The Bank may not decide on share acquisition or acquire the same, if specifically prohibited by law or hereunder. Article 16. Stock redemption, if required by stockholders 1. The Bank shall purchase own shares, if required by stockholders, in the following cases: 1.1. upon Bank s reorganization, in case the petitioning stockholders voted against such reorganization or failed to be properly informed of the Stockholders Meeting deciding on the reorganization; 1.2. upon making amendments and/or alterations hereto which result in stockholder rights limitation, in case the petitioning stockholders voted against such decisions or failed to attend the Stockholders Meeting approving the same; 1.3. upon any major transaction being entered into by the Bank, in case the petitioning stockholders voted against such major transaction or failed to be properly informed of the Stockholders Meeting deciding on the same. 2. Should any issue as specified in Par. 1 above be introduced in the Stockholders Meeting agenda, the same Stockholders Meeting shall establish the purchase price for the stock redeemable. 3. If voted for any issue as specified in Par. 1 above, the Stockholders Meeting Secretary shall notify the stockholders entitled to require the stock redemption of their right to require their stock redemption within ten days. 12

13 4. The stockholders petitions to require stock redemption shall be filed with the Bank within thirty days following such notice. 5. The Stockholders Meeting called by the authorized body shall either discharge the petitions filed or notify the stockholders of refusal to purchase their shares within seventy days following the decision giving birth to such petitions. The stock redemption, if required by stockholders, shall be effected in specie only. The cash facilities shall be trasfered to the bank account specified by the stockholder. Should the aggregate stock offered for redemption by stockholders exceed the total number of shares allowed to be redeemed by the Bank under the limitations of law, such stock shall be redeemed in proportion to the petitions filed. 6. All notices (claims) and/or petitions being submitted hereunder shall be corresponded in such a way to ensure confirmed delivery of notice to the addressee or to make such incoming correspondence registered. SECTION 5. STOCKHOLDERS RIGHTS AND LIABILITIES Article 17. Stockholders rights 1. The Bank s stockholders shall be entitled: - to participate in the Bank s profits distribution and obtain the same as dividends; - in case of the Bank liquidation, to obtain a part of the property, less accounts with creditors, or its value in money; - to participate in the Stockholders Meeting and vote for/against any issue of the Stockholders Meeting competence; - to participate in Bank management, as stipulated hereunder and by the Belarusian laws; - to delegate their management functions by proxy or contract, as stipulated by the Belarusian laws in force; - to get information of the Bank s business and examine its accounting records and other documentation, as determined hereunder; - to dispose of their shares, as stipulated herein and by the Belarusian laws. The Bank s stockholders may have other rights, as stipulated by law and hereunder. Article 18. Stockholders liabilities 1. The Bank s stockholders shall be liable: - to comply with the regulations hereof; - to make contributions in due order, by means and within the terms and procedure, as stipulated hereby and Belarusian law provisions; - to keep privacy of and not to disclose any information of the Bank s business and/or other classified information, which may have been received due to participation in the Bank; - to comply with the statutory requirements on securities distribution and circulation; - to provide any information as may be required for due performance of any international treaty and/or Belarusian laws on prevention of illegal gains and/or terrorism financing and/or financing the weapons of mass destruction proliferation; 13

14 - to submit any information, as may be required by law and local regulations, to register the Bank s affiliated persons; - to fulfill any other liabilities due to participation in the Bank, as stipulated by the Belarusian laws, provisions hereof and/or shareholders agreement, if a shareholder is a party thereto. SECTION 6. BANK MANAGEMENT Article 19. Management bodies 1. The Bank shall be managed by: - Stockholders Meeting; - Supervisory Board; - Board of Directors. 2. The management functions shall be assigned as follows: The Stockholders Meeting and Supervisory Board shall perform general management of the Bank s business within their jurisdiction. The Board of Directors shall carry out day-to-day management of the Bank s business within its jurisdiction. Article 20. Stockholders Meeting 1. The Bank s highest administrative body is the Stockholders Meeting. Article 21. Stockholders Meeting competence 2. The Stockholders Meeting s exclusive competence is as follows: 1.1. making amendments to the Bank s Articles; 1.2. alteration of the authorized capital stock value; 1.3. annual election of the members of the Supervisory Board and Board of Auditors and their anticipatory dismissal, except when the powers of a Supervisory Board member are terminated without Stockholders Meeting resolution pursuant to Clause 1 of Article 27 hereof; 1.4. approval of the Bank s annual reports, annual firnancial statements; distribution of profits (including allocation to funds being created) and losses (if any), taking into consideration prior reports by the Board of Auditors and/or if required by law those of an independent audit company (private auditor); 1.5. making decisions of the Bank s reorganization; Transfer Act or Separation Balance approval; 1.6. making decisions of the Bank s liquidation, appointment of liquidation commission (or independant liquidator) and its Chairman; allocation of liquidation commission Chairman and members (in case of liquidation commission appointment); determination of liquidation terms and procedure; approval of intermediate and final liquidation balance statements, except if such liquidation was initiated by the Belarusian National Bank or a competent court under the Belarusian laws and regulations in force; 1.7. determination of the Supervisory Board members and Auditors remuneration for performance of their official duties; 1.8. approval of Bank s internal corporate regulations, as stipulated hereunder; 14

15 1.9. delegation of its powers to other Bank management bodies to consider single specific issues beyond its exclusive competence; determination of the Stockholders Meeting procedure, if not stipulated by law and/or present Articles and/or Bank s internal regulations; consideration and approval of additional stock issue; making decision of own stock purchase (disposal) by the Bank; deciding on declaration and payment of dividends resulting from first quarter, half-year, nine-month and/or year business outcome; deciding on stock consolidation or split, followed by appropriate amendments to be made hereto in respect of par value and number of Bank shares. 2. The issues of the Stockholders Meeting s exclusive competence may not be delegated to any other Bank management body. 3. Other Stockholders Meeting s jurisdiction includes as follows: 3.1. approval of the authorized capital stock property contributions value, as priorly acknowledged or reported by expert evaluators; 3.2. deciding on major transactions, if no unanimous decision by the Supervisory Board has been priorly made under its jurisdiction; 3.3. deciding on any transactions involving affiliated persons interest, if the aggregate value of property engaged in any separate or related transactions exceeds ninetyfive percent of the Bank s assets value, as specified in the financial statements for the last reporting period, or otherwise for a lesser value, if non-affiliated Supervisory Board members (Directors) fail to secure the quorum; 3.4. consideration of other issues submitted pursuant to the provisions hereof and Belarusian laws. Article 22. Regular and Special Stockholders Meetings 1. The Stockholders Meetings may be regular and special. Regular Stockholders Meetings shall be called at least once a year within three months after the financial year having ended. Annual Stockholders Meetings shall be called by the Supervisory Board. Special Stockholders Meetings may be called by the Board of Directors; or Supervisory Board; or Board of Auditors; or independent audit company (private auditor); or stockholders having at least 10% of the Bank s shares in aggregate for solving extraordinary issues, as well as problems beyond the competence of the Supervisory Board and/or Board of Directors. A Special Stockholders Meeting may be scheduled by any Stockholders Meeting. The Supervisory Board shall take measures to call and convene the Special Stockholders Meetings. The Supervisory Board shall consider the requirement to call the Special Stockholders Meeting within fifteen days and decide on calling and organization of the same or reasonably refuse to call. The appropriate decision shall be notified to the persons requesting the Stockholders Meeting call in writing within five days following such decision. 15

16 The decision to call the Special Stockholders Meeting shall be made in advance to ensure timely notification of the persons entitled to attend the Stockholders Meetings. 2. Should the Supervisory Board fail to take the decision of calling or refusing to call and convene the Special Stockholders Meeting, the latter may be called accordingly by the requiring body or stockholders entitled to call and convene Special Stockholders Meetings subject to the Belarusian laws and provisions hereof. In such case any expenses incurred for the Special Stockholders Meeting calling and organization can be reimbursed by the Bank, as may be resolved by this Stockholders Meeting. 3. The body authorized to call the corresponding Stockholders Meeting shall make the agenda of the Meeting and establish the time and place. The time, place and questions to be discussed at Regular Stockholders Meetings shall be notified in writing to the persons entitled to attend at least thirty days before the Meeting (in case of Special Stockholders Meetings, either face-to-face or in absentia at least ten days in advance) by registered mail or personally against receipt. The notice to call the Stockholders Meeting shall contain: - Bank s name and registered address; - date, time and place (street address) of the Stockholders Meeting; - Stockholders Meeting agenda; - Bank s management body or other persons calling the Stockholders Meeting, reason for calling (in case of calling a Special Stockholders Meeting); - procedure of examining the documents (information) by the persons entitled to participate at the Meeting to be prepared for the Meeting, by specifying the address of examining such documents (information); - registration procedure for the persons entitled to participate at the Stockholders Meeting. Any suggestions to the agenda made by persons entitled to attend the Stockholders Meeting, as related to changes to the agenda or nomination of candidates to the Supervisory Board and/or Board of Auditors and/or Board of Directors, shall be made in writing by registered mail to the management body authorized to call and convene the Stockholders Meeting. In case of any change made to the agenda upon deciding on calling and convening the Stockholders Meeting, the management body authorized to call and convene the Stockholders Meeting shall notify the persons entitled to attend the Stockholders Meeting thereof in writing at least five days before the Meeting. The Stockholders Meetings may not decide on any questions beyond the agenda or otherwise change the agenda, if not voted for such agenda change by the majority of persons present at the Meeting and entitled to vote, except when such question may result in stock redemption requirement to the Bank, which, in its turn, requires unanimous decision of the Stockholders Meeting attended by all the persons entitled to vote at such Meeting. Article 23. Stockholders Meeting procedure 16

17 1. The Chairman of the Stockholders Meeting is elected among the stockholders or their proxies by simple majority of votes of the stockholders present at the Meeting for one-year period. The Secretary of the Stockholders Meeting is also elected by simple majority of votes for one year. Any Bank officer may hold the office of the Secretary. The offices of the Stockholders Meeting Chairman and/or Secretary may be vacated pre-term, if decided thereon by the Stockholders Meeting. The Chairman shall open and preside at the Stockholders Meeting. In Chairman s absence the Stockholders Meeting shall be opened and presided by an officer, elected by the body or shareholders requiring to call such Meeting or elected among the stockholders and/or their proxies by simple majority of votes, to further act as the Stockholders Meeting Chairman. In absence of the Stockholders Meeting Secretary, the Stockholders Meeting Chairman may temporarily hold the office. 2. The Stockholders Meeting is competent to consider the issues notified, provided the stockholders entitled to vote and having at least seventy percent of votes in aggregate are present at the Meeting. Any adjourned Stockholders Meeting shall be considered to have the quorum, if the stockholders having at least fifty percent of votes in aggregate are present at the Meeting. 3. The voting may be organized by show of hands or by poll. One share shall constitute one vote, except for the cumulative voting. The decisions of the Stockholders Meeting exclusive competence shall be made by a qualified majority of votes, amounting at least to three-fourth of the stockholders present at the Meeting and having the right to vote. The resolutions to increase the authorized capital stock by increasing stock par value by stockholders additional contributions shall be taken by unanimous decision only. A decision to enter into or abstain from a major transaction, in default of the Supervisory Board s unanimous decision taken in accordance with its jurisdiction, shall be made by the Stockholders Meeting: - for a major transaction involving Company assets valued twenty to fifty percent of the Company s aggregate assets balance value by a qualified majority of at least two-third of the stockholders votes at the Stockholders Meeting; - for a major transaction involving Company assets exceeding fifty percent of the Company s aggregate assets balance value by a qualified majority of at least three-fourth of the stockholders votes at the Stockholders Meeting. The other questions, except as specified by Par. Six of Clause 3, Art. 22 hereof, may be solved by simple majority of votes (over fifty percent of votes). 4. Special Stockholders Meetings may be held face-to-face or in absentia. The Supervisory Board may not change the form of holding the Special Stockholders Meeting, as previously indicated in the call notice. Any questions of the Stockholders Meeting s competence may be considered by poll of stockholders entitled to vote at Stockholders Meetings (in absentia), except when stipulated 17

18 otherwise by the Belarusian laws in force. The decision made by poll (in absentia) shall be fixed in the minutes. Article 24. Poll procedure during Meeting in absentia 1. For the purpose of the due execution of the poll, the Stockholders Meeting Secretary shall make the lists in accordance with the number of persons entitled to attend the Meeting. 2. The poll list (in addition to the information required by law) shall include the full name of the person entitled to attend the Stockholders Meeting, his address, date of the list execution. The cutoff date to collect the lists shall be the date of the Stockholders Meeting. When filling in the poll list, the voting stockholder shall sign each page of the poll list. 3. Each poll list shall be registered in the Outgoing Correspondence Registry. 4. The lists may be sent to each person entitled to attend the Stockholders Meeting by mail or by fax. 5. The period for voting may not be less than three calendar days. 6. The poll shall be treated valid, if the number of votes, entered in the lists collected by the poll date, is sufficient to hold the Stockholders Meeting hereunder. The lists collected after the poll date shall not be counted. 7. In case of insufficiency of votes, the poll shall be void. 8. Votes shall be counted separately for each question of the poll. 9. The qualified number of votes to make a decision is determined hereunder. 10. The poll results are approved by signing the Stockholders Meeting minutes. Article 25. Stockholders Meeting resolutions 1. Irrespective of the Stockholders Meeting format, the minutes thereof shall be made within five days following the Meeting closing. The minutes shall be signed (by initialing each pages, including resolutions enclosed to the minutes) by the Stockholders Meeting Chairman and Secretary. 2. The Stockholders Meeting decisions shall be announced by the Secretary at the same Meeting or notified in writing to each stockholder within ten days following the minutes execution. 3. All notices, claims and/or petitions being submitted hereunder shall be corresponded in such a way to ensure confirmed delivery of notice to the addressee or to make such incoming correspondence registered. Article 26. Supervisory Board 1. The Supervisory Board is the authority to carry out general management of the Bank s business between the Stockholders Meetings, as well as supervision of the Board of Directors performance. 18

19 The Supervisory Board shall report to the Stockholders Meeting and is responsible for causing the Stockholders Meeting and Supervisory Board decisions to be properly executed. The Supervisory Board activities shall be controlled by the Stockholders Meeting. The Supervisory Board activities shall be governed by the Belarusian laws in force, by the present Articles and the Supervisory Board Regulations, being approved from time to time by the Stockholders Meeting. Article 27. Supervisory Board members 1. The Supervisory Board members are elected at Stockholders Meetings. The election and dismissal procedure shall be stipulated by the Supervisory Board Regulations, provisions hereof and Belarusian laws in force. The Supervisory Board shall comprise of seven members. Legal entities may not hold the Supervisory Board office. At least 2 (two) members of the Supervisory Board shall be elected as independent Directors. The Supervisory Board members shall comply with the qualification and/or business reputation requirements, as established from time to time by the Belarusian laws. The Supervisory Board members elected may be reelected numerously. The powers of the Supervisory Board member shall be terminated pre-term without a decision passed by the Stockholders Meeting due to voluntary retirement subject to petition filed, death, declaration of death, recognition of incapacity or missing. 2. The Supervisory Board powers shall be performed in person only and are not subject to delegation or substitution. The Chairman of the Board of Directors may not share the Supervisory Board office. However, he may attend the Supervisory Board sessions, make suggestions in any agenda issue, having no voting right thereon. The Bank Directors may be elected to hold the Supervisory Board office; the number of Directors elected to the Supervisory Board shall not exceed one-fourth of the total number members with the Supervisory Board. 3. The Supervisory Board members shall be liable: - to comply with the Belarusian laws, provisions hereof and the Bank s internal regulations; - to participate in the Supervisory Board activities, to take measures as may be required for due performance of the Supervisory Board duties and for proper execution of its functions and objectives; - to make timely and professional consideration of any questions and issues being discussed at the Supervisory Board sessions, to make proper decisions thereon; - to keep any commercial, banking and/or other classified information strictly confidential; - to provide any information as may be required for due performance of any international treaty and/or Belarusian laws on prevention of illegal gains and/or terrorism financing and/or financing the weapons of mass destruction proliferation; - to submit any information, as may be required by law and local regulations, to register the Bank s affiliated persons; 19

20 - to fulfill any other liabilities, as stipulated by the Belarusian laws and hereunder. 4. The Supervisory Board members shall be entitled: - to get acquainted with any Bank documentation as may be required from time to time to fulfill the Supervisory Board duties subject to the Belarusian laws and regulations; - to discuss and speak freely on any questions and issues being subject of discussion at the Supervisory Board sessions. 5. Other issues of the Supervisory Board performance shall be governed by the Belarusian laws in force and Supervisory Board Regulations, being approved from time to time by the Stockholders Meeting. Article 28. Supervisory Board competence 1. The Supervisory Board jurisdiction shall be as follows: 1.1. determination of the Bank s main courses of development and priorities, including the Bank s development strategies; 1.2. approval of current year assets & liabilities balance, profit & loss budget, capital investments estimates and operating expenses estimates; 1.3. control for assets & liabilities balance, profit & loss budget and capital investments estimates / operating expenses estimates performance, for purpose-oriented and efficient funding; 1.4. call for annual Stockholders Meeting and any preparatory and organizational measures thereto, as the case may be; 1.5. making decisions on bonds & securities issue, except for the Bank s own shares issue; 1.6. approval of capital issue, except for the Bank s own shares issue; 1.7. approval of Bank s bonds & securities purchase, except for the Bank s own shares acquisition; 1.8. approval of the following Bank s internal regulations and amendments / alterations thereto, i.e.: - Regulations of remuneration and motivation terms and conditions for the Bank s Directors, Internal Audit Service Manager and officers, Risk Management Responsible Officer and Internal Audit Responsible Officer; - Regulations on allocation of the Bank s reserve and other funds; - Regulations on Internal Audit Service; - other internal corporate regulations, governing the issues of the Supervisory Board jurisdiction, as stipulated by the Belarusian laws and/or provisions hereof; 1.9. Bank s reserve and other funds allocation; making decisions on any major transactions; deciding on any transactions involving affiliated persons interest, unless the aggregate value of property engaged in any separate or related transactions exceeds ninetyfive percent of the Bank s assets value, as specified in the financial statements for the last reporting period; approval of the Bank assets value to be engaged in any major transaction and/or those involving affiliated persons interest; bonds & securities issue, as well as in any other cases related to Bank assets evaluation, as required by law for any transaction to be decided upon by the Stockholders Meeting or Supervisory Board; 20

21 1.13. determination of any refund and/or remuneration to Board of Auditors members to be paid for performance of their official duties; making recommendations of dividends value and distribution date; selection and appointment of an independent audit company (private auditor) and negotiation of audit contract material terms with such independent audit company (private auditor), except as prohibited by the Belarusian laws in force; independent management company (manager) and/or evaluator contract terms ratification and remuneration approval; Bank depository assignment and depository contract terms ratification, subject to the Belarusian law requirements; making decisions of the Bank s branches- (affiliates-) and representative offices organization and termination; ratification of the Regulations on branches (affiliates) and representative offices, as well as any amendments and/or alterations thereto; approval of branches- (affiliates-) and representative offices financial statements; control for proper creation, organization and efficient performance of the Bank s corporate management system, risk management and internal control system, as well as prevention of the conflict of interests and pre-requisites thereto; approval of the Bank s strategic development plan; approval of the Internal Audit Service performance plan; supervision of the Board of Directors performance, including regular examination of the Board of Directors reports on achievement of the objectives set and Bank s development strategies and implementation of the Supervisory Board resolutions; ratification of appointment and dismissal of the Risk Management Responsible Officer, Internal Audit Responsible Officer and Internal Audit Service Manager; regular consideration and approval of reports submitted by the Internal Audit Service, regular consideration of reports submitted by the Risk Management Responsible Officer and Internal Audit Responsible Officer; creation of the Audit Committee and Risk Management Committee, as well as other committees for preliminary consideration of the most crutial issues of the Supervisory Board jurisdiction; deciding on issues of corporate management, risk management and internal control system, as vested on the Supervisory Board according to the Belarusian laws in force organization of the Stockholders Meeting decisions to be properly executed; supervision and control of Directors efficiency; election of the members of the Board of Directors, Chairman of the Board, and their anticipatory dismissal; making decisions on foundation and participation in legal entities unions and associations, having no legal entity status; making decisions on other legal entities foundation and participation; making decisions on Bank-owned companies / institutions organization, reorganization and termination; deciding on risk limitation per customer (group of affiliated customers) within the scope of jurisdiction, as decided from time to time by the Stockholders Meetings. The limitation, as established by the Supervisory Board, shall determine the aggregate value of balance and off-balance claims and liabilities of such customer before the Bank, which is subject to credit risk for the Bank; 21

22 1.34. consideration and approval of reports submitted by the Bank s special-purpose division for anti-money laundering and prevention of financial transactions related to illegal gains and/or terrorism financing and/or financing the weapons of mass destruction proliferation. 2. The Supervisory Board may not give binding orders in contradiction to the Belarusian laws in force and/or provisions hereof. The Supervisory Board may engage experts for independent consulting. 3. The Audit Committee and Risk Management Committee are managed by independent Directors. The objectives, functions, organizational issues, cooperation with Bank s management bodies, Committees rights and liabilities and their composition and qualifications shall be determined by the Supervisory Board, subject to the requirements of the Belarusian laws in force. Article 29. Supervisory Board Chairman and his Deputy 1. The Supervisory Board elects the Chairman and Deputy Chairman among its members by simple majority of votes. The Supervisory Board Chairman shall call and convene the Supervisory Board sessions and preside thereon; cause the Supervisory Board resolutions and Stockholders Meeting assignments to be duly executed; organize the minutes of the Supervisory Board sessions to be duly kept; sign the minutes of the Supervisory Board sessions and other documents on behalf of the Supervisory Board, as stipulated hereunder. The Supervisory Board Chairman may examine any Bank documents related to the issues of the Supervisory Board jurisdiction, as well as to any issues, as assigned from time to time by the Supervisory Board or Stockholders Meeting. 2. The Supervisory Board elects its Secretary among its members or, subject to approval by the Chairman of the Board of Directors, any Bank s officer may hold the office of the Supervisory Board Secretary, if consented thereto. The Supervisory Board may elect its Secretary among them by simple majority of votes. 3. The duties of the Supervisory Board Chairman, Deputy Chairman and Secretary shall be determined by the Supervisory Board Regulations and provisions hereof. In Supervisory Board Chairman s absence, his Deputy shall perform the Chairman s official duties. Article 30. Supervisory Board sessions 1. The Supervisory Board sessions may be regular and special. The Supervisory Board regular sessions shall be convened immediately following the fiscal year closing for the purposes of calling the annual Stockholders Meeting. The Supervisory Board special sessions may be called from time to time, as may be required. 2. The Supervisory Board sessions may be called, if so requested by the Supervisory Board Chairman, or upon request by at least three Supervisory Board members, or upon request by 22

23 the Board of Directors, or as requested by the stockholders holding at least 10% of the Bank s shares in aggregate. Such session may be called directly by its initiator, if failed to be duly called upon request. The Supervisory Board session is competent, if at least half of its elected members are present at the session, except when the total Supervisory Board members elected are less than half. In such case, the Supervisory Board shall call a special Stockholders Meeting for the purposes of filling the vacancies or reelection of the Supervisory Board within fifteen days period. The rest Supervisory Board members may act for the purposes of calling the special Stockholders Meeting only. 3. Following thorough consideration and discussion, the Supervisory Board decisions shall be made by simple majority of votes by the Supervisory Board members present at the session. The Supervisory Board members may decide on any question, except for the following: - deciding on a major transaction to be entered into by the Bank; - deciding on any Bank transaction involving affiliated persons interest. The decision on a major transaction shall be made unanimously by all the Supervisory Board members. In default, the major transaction decision shall be made by the Stockholders Meeting. The decision on any Bank transaction involving affiliated persons interest shall be taken by simple majority of votes of the Supervisory Board independent members, i. e. the Supervisory Board members having no interest in such transaction. In addition, in such nointerest status, the independent members shall not be considered the Bank s affiliated persons, as defined by the Belarusian Business Companies Act. If the total Supervisory Board independent members are less than four, the decision shall be made by the Stockholders Meeting. When making decisions, each Supervisory Board member shall have one vote. In case of equality of votes, the Supervisory Board Chairman s vote shall be preferential. The Supervisory Board members may not in any case delegate their powers, including their voting rights, to any other person, including to any other Supervisory Board member. The Supervisory Board generally votes by show of hands. The procedure to call Supervisory Board sessions shall be determined by the Supervisory Board Regulations. The Supervisory Board decisions made shall be fixed in the minutes, being signed by the Supervisory Board Chairman and its Secretary. The Supervisory Board may vote by poll. For poll procedure to take place, the Supervisory Board Secretary shall make the poll lists, corresponding to the number of members with the Supervisory Board. The poll lists shall include the full name of the Supervisory Board member, signature of the Supervisory Board Secretary, date of execution, place (street address) of submission and cutoff date, poll date, agenda, issues to be voted by poll, draft resolutions of the same, voting options, expressed by pro and contra, explanation of filling in the poll list. When 23

24 making the poll lists, the Supervisory Board Secretary shall sign every page thereof. The Supervisory Board members shall also sign every page of the poll list when filling in. The poll lists shall be sent to each Supervisory Board member by registered mail or personally against receipt. The poll shall be treated valid, if at least four Supervisory Board members submitted their poll lists properly executed before the established cutoff date. In default, the poll lists shall not be counted. The votes shall be taken for each issue of the agenda separately. The qualifying number of votes shall be determined hereunder. The poll results shall be approved by executing the minutes by the Supervisory Board Chairman and Secretary. The minutes shall be signed within ten business days following the poll. The poll lists shall be enclosed to the minutes. Any extracts from the Supervisory Board session minutes shall be executed by the Supervisory Board Secretary and certified by the Supervisory Board seal and, if so required, by the Bank corporate seal. Article 31. Board of Directors 1. The Board of Directors is the executive body to carry out day-to-day management of the Bank s business. The Board of Directors reports to the Supervisory Board and Stockholders Meeting and causes the resolution of these management bodies to be properly executed. The total number of Directors shall be seven. Article 32. Directors 1. The Directors shall be appointed by the Supervisory Board. The Directors shall be the Bank s staff officers. The labor contracts with the Chairman of the Board shall be executed and signed on Bank s behalf by the Supervisory Board Chairman. In case of Directors dismissal, they discontinue to act as the Directors. The Directors shall comply with the qualification and/or business reputation requirements, as established from time to time by the Belarusian laws. 2. While performing their duties of the Bank s day-to-day business management jointly and/or individually, the Directors shall be liable: - to comply with the Belarusian laws, provisions hereof, the Bank s internal regulations and labor contracts (agreements); - to participate in the Board activities; - to take measures as may be required for due performance of the Board duties and for proper execution of its functions and objectives; - to make timely and professional consideration of any questions and issues being discussed at the Board meetings, to make proper decisions thereon; - to keep any commercial, banking and/or other classified information strictly confidential; - to fulfill any other liabilities, as stipulated by the Belarusian laws, provisions hereof, the Bank s internal regulations and labor contracts (agreements). 24

25 3. While performing their duties of the Bank s day-to-day business management jointly and/or individually, the Directors shall be entitled: - to obtain the up-to-date and complete information related to Bank s business general and current management, affiliated persons, Stockholders Meetings and Supervisory Board sessions procedure, agenda of such Meetings / sessions, documentation and decisions passed, audit reports by the Bank s internal audit and independent audit company (private auditor), and any other information as may be required from time to time to ensure Bank s proper business performance; - to discuss and speak freely on any questions and issues being subject to discussion at the Board of Directors meetings and to get consulting opinions on the same. 4. The Chairman of the Board, Deputy Chairmen and Directors shall notify the Board of Directors, the Belarusian National Bank and as required by law the competent public authorities and/or other organizations of acquiring Bank shares and/or of any share transactions within five days following such transaction / acquisition. Article 33. Competence of the Board of Directors 1. The Board of Directors: 1.1. makes preparatory consideration of the questions, as assigned to be solved by the Stockholders Meetings; 1.2. carries out day-to-day management of the Bank s business; 1.3. suggests to the Supervisory Board on the Bank s funds allocation; 1.4. solves problems of accounting, banking transactions and other current operation of the Bank, if not specifically regulated by law and/or internal corporate regulations; 1.5. decides on creation and staffing of Bank s credit, financing and other committees beyond the Supervisory Board jurisdiction and approves their regulations; 1.6. approves the Bank s internal corporate regulations, if not attributed to other management body s jurisdiction, including those related to remunerations and fees being established for banking transactions performed, provision of proper operation of Bankowned and/or Bank-operated facilities, proper execution of banking transactions (services), as well as protection of information resources and data subject to restricted disclosure and/or distribution, which pertains, is owned or used by the Bank; approves regulations on Bank s offices and divisions and job descriptions; 1.7. authorizes bad debt forgiveness and Bank s material loss write-off (if not stipulated otherwise by the Belarusian laws); 1.8. decides on Bank charity (sponsorship) operations, as stipulated by the Belarusian laws in force. The Board of Directors shall provide quarterly reports on charity (sponsorship) operations to the Supervisory Board; 1.9. decides on any issues related to Bank s internal control and risk management system organization; causes the aims and objectives set by the Supervisory Board to be properly implemented; makes decisions of general issue and procurement for the Supervisory Board, as required for its proper functioning; takes measures as may be required for due performance of any international treaty and/or Belarusian laws on prevention of illegal gains and/or terrorism financing and/or financing the weapons of mass destruction proliferation; 25

26 1.12. decides on creation of offices and divisions, including those located beyond the Bank s registered office and mobile ones and not subject to separate balance accounting (divisions, banking centers, banking offices, which deal with retail and/or cash banking, exchange offices, etc.) and decides on termination of the same; determines the remuneration and motivation terms and conditions for the Bank s staff, except for the Directors, Internal Audit Service Manager and officers, Risk Management Responsible Officer and Internal Audit Responsible Officer; decides on disposal of real estate and sales of other property (fixed assets), with the balance (depreciated) unit value exceeding 100,000 USD (One hundred thousand US dollars only) in equivalent, as established by the Belarusian National Bank s exchange rate as at the date of such transaction. 2. The Board of Directors may solve any other questions beyond the exclusive competence of the Stockholders Meeting and/or Supervisory Board, as well as the issues being delegated to the Board from time to time. Article 34. Meetings by the Board of Directors 1. Meetings of the Board of Directors shall be called at any time at least once a month. The Board of Directors is competent, if the majority of the Directors are present at the meeting. The decisions are made by simple majority of votes. In case of equality of votes, the Board Chairman s vote shall be preferential. Article 35. Chairman of the Board 1. The Board of Directors is headed by its Chairman. The Chairman manages the Board of Directors, presides at its meetings, represents the Bank as its Head. In absence of the Chairman, his substitute or one of the Board members assigned by the Chairman shall preside at the Board meeting. The Chairman of the Board is appointed by the Supervisory Board and acts under contract executed and signed on Bank s behalf by the Supervisory Board Chairman. 2. The Chairman of the Board: - causes the resolutions of the Stockholders Meeting, Supervisory Board and Board of Directors to be properly executed, within his jurisdiction; - has the right to attend the Supervisory Board sessions, Stockholders Meetings and to make proposals on the agenda issues, nevertheless having no right to vote and/or make decisions thereon; - acts on Bank s behalf without a power-of-attorney, represents its interests (including the management bodies of other legal entities, with the Bank being a member / shareholder); - deals with any transactions, including contract signing and powers-of-attorney issue, as well as those subject to prior special approval by the Bank s competent management body, as required hereunder; - issues orders and gives directions binding on all the Bank s employees; - disposes of the Bank s property and resources, opens banking accounts, as well as those subject to prior special approval by the Bank s competent management body, as required hereunder; - adopts the Bank s structural organization and manning table; 26

27 - appoints and dismisses the Bank s employees, applies a system of remuneration and penalties on the Bank s employees, performs any other rights and liabilities of the employer arising from the Belarusian laws on labor; - fixes salaries and wages of the Bank s employees; - decides on submitting Bank s claims and reclamations on individuals and legal entities in accordance with the Belarusian laws; - ratifies the Bank s accounting & financial reporting policy. 3. The Chairman may duly delegate a part of his powers as aforesaid to his Deputies, Heads of the Bank structural units and/or other Bank officers. In case of his absence, he may appoint Acting Chairman to act with any and all powers vested on the Board Chairman hereunder. SECTION 7. AFFILIATED PERSONS Article 36. Affiliated persons 1. The Bank s affiliated persons shall be defined as individuals and/or legal entities giving binding instructions directly and/or indirectly (through other individuals / legal entities) or otherwise influence the Bank s actions, as well as legal entities being influenced by the Bank. The Bank shall independently determine the affiliated circle range, notify other persons thereof in writing, as required, and keep records of the same. 2. The notification and records keeping procedure, as well as the procedure of such affiliated persons information disclosure to the Bank, as stipulated by the Belarusian laws in force, shall be established by the Bank s appropriate internal corporate regulation, as approved by the Board of Directors. 3. Should the Bank incur any losses due to any transaction entered into with any affiliated person being interested in, such person shall be liable before the Bank, as stipulated by the applicable Belarusian laws. 4. An affiliated person shall be considered to have interest in a transaction being entered into by the Bank in the cases specified by the Belarusian laws. Transactions shall be deemed as related transactions, if so recognized by the Belarusian laws in force. However, any transactions with similar liabilities and between the same counterparties shall deem to be related, if executed within same-day period. 5. The decision to enter into or abstain from any transaction with the Bank s affiliated person interest shall be made by the Bank s appropriate management bodies subject to their jurisdiction and under the Belarusian laws in force. No decision to enter into or abstain from any transaction with the Bank s affiliated person interest shall be required, if the terms and conditions thereof make no substantial difference, as compared to other similar transactions previously executed by the Bank in the normal practice of business. 27

28 No decision to enter into or abstain from any transaction with the Bank s affiliated person interest shall be required, if all the stockholders are recognized as affiliated persons thereto and all are recognized by the Belarusian laws to be interested in such transaction, and the transaction complies with the following qualifying conditions: - the transaction is executed by the Bank in the normal practice of business; and - the terms and conditions thereof make no substantial difference, as compared to other similar transactions previously executed by the Bank in the normal practice of business. 6. Within the scope determined by the Belarusian laws in force, the Bank shall disclose to public by placing on its Web-site information on transactions with interest of: - its Supervisory Board members and Directors; - spouses, parents, major children and their spouses, adoptive parents, major adopted children and their spouses, grandparents, grandchildren and their spouses, own brothers / sisters, spouse s parents of the Supervisory Board members and Directors. 28

29 SECTION 8. PROFIT & LOSS DISTRIBUTION TERMS AND CONDITIONS Article 37. Profit distribution terms and conditions 1. The net profit in hand (less taxes and other compulsory budgetary deductions and Bankcaused current losses, if any) may be distributed as dividends to the shareholders and/or allocated to reserves. 2. Funds and reserves formation, including allocation and use of the facilities in reserve, shall be determined by the Belarusian laws and provisions hereof. Article 38. Profit distribution procedure 1. The decision to declare, distribute and pay out any dividends due shall be passed by the Stockholders Meeting with reference to the reporting year outcome. The decisions to declare and pay out dividends following the first quarter, half year or nine months may be taken by the Bank reference to its intermediate financial statements or resulting from its year-end business outcome reference to its annual financial statements. If not specifically governed hereunder, the dividends declaration and distribution procedure may be determined by internal regulations being approved from time to time by the Stockholders Meeting. The list of the stockholders having the right to dividends shall be based on the Stockholders Register which enlists the stockholders entitled to vote at the Stockholders Meeting declaring the dividends, as aforesaid. 2. If specifically prohibited by law, the Bank may not decide on declaring and/or distribution of dividends and/or pay out the same. Article 39. Procedure to cover Bank losses 1. Any Bank losses which may arise from its business shall be covered by the Bank s reserve facilities. SECTION 9. BANK INTERNAL AUDIT Article 40. Internal audit body 1. Control for financial and business activity of the Bank, its branches (affiliates) and representative offices, as well as the Bank officers, shall be carried out by the Board of Auditors, elected by the Stockholders Meeting. 2. The Bank s Board of Auditors is elected by the Stockholders Meeting for the term of one year. The number of the Board of Auditors members shall be three. The Board of Auditors shall act under the Regulations being approved from time to time by the Stockholders Meeting. No Supervisory Board member or Director may become a member of the Board of Auditors. The Board of Auditors is headed by its Chairman being elected from time to time among its members by simple majority of votes by the Board of Auditors members. 29

30 The Board of Auditors shall be competent to inspect and audit all or several business spheres conducted by the Bank, its branches (affiliates) and/or representative offices. Article 41. Internal audit procedure 1. The Bank s Board of Auditors shall carry out the Bank s business audit at least once a year to inspect the reporting year financial and business outcome, but in any case before the annual Stockholders Meeting. The audit shall be made as requested by the Stockholders Meeting and/or Supervisory Board or at discretion of the Board of Auditors itself or upon request of stockholders having at least 10% of votes in aggregate, furnished to the Supervisory Board and/or Board of Directors, in which case the audit shall start within thirty day following the stockholders request. The audit inspection shall not exceed thirty days. The Board of Auditors may engage independent experts and/or auditors for audit execution; in such case the Bank shall pay for the audit services. 2. Following the audit inspection, the Board of Auditors shall make a report signed by all the Board of Auditors members. Should any problems be revealed by the audit inspection, - the Board of Auditors shall submit the audit report or some conclusions / proposals to the Bank s management bodies, which should proceed (subject to their jurisdiction) with any and all measures required to remedy such problems within two-week period; and - require calling a Special Stockholders Meeting in case the problems, revealed by the audit, are of the Stockholders Meeting exclusive competence. The Board of Auditors annual report shall be considered by the Stockholders Meeting prior to approval of the financial statements and profit / loss distribution. 3. For the purposes to inspect financial statements accuracy, to provide other audit services, including inspection of Bank s Branches (affiliates) and representative offices, the Bank may (or shall, if so required and stipulated by the Belarusian laws) employ an independent audit company (private auditor) in this respect. Such audit services shall be contract-based, as stipulated by the Belarusian laws. The annual audit report shall be considered by the Stockholders Meeting prior to approval of the annual business report, annual financial statements and profit / loss distribution. 4. For the purposes of day-to-day monitoring, business efficiency evaluation and banking risks minimization, the Bank shall organize a department of internal audit (hereinafter - the Internal Audit Service). The Internal Audit Service deals with efficiency monitoring, checking and assessment of the Bank s internal control, risk management and corporate management systems and performs other duties as stipulated by the Belarusian laws and by the appropriate Regulations on Internal Audit Service. 5. For the purposes of harmonized and efficient banking business, the Bank shall organize its internal control system, as stipulated by the Belarusian laws and internal corporate regulations. The strategy, policies, methods and procedures of the internal control system, 30

31 functions and responsibility of the management bodies and responsible officers in the internal control framework shall be determined by the Bank s internal corporate regulations. SECTION 10. ACCOUNTING AND REPORTING. BANK DOCUMENTATION. BANK INFO Article 42. Procedure of Bank business information disclosure to stockholders 1. The stockholders shall be entitled to obtain information of the Bank s operations by audit reports. When visiting personally, the stockholders may inspect the Bank documentation, as specified by the Belarusian laws. Article 43. Bank accounts and reporting. Bank info disclosure 1. The Bank s accounting and reporting shall be organized in accordance with the Belarusian laws. The Bank shall report to the Belarusian National Bank in the form, order and term, as established by the National Bank. The Bank shall also report to the central authority for securities and other authorities, as stipulated by law. 2. The Bank s financial reporting shall comply with the requirements of the Belarusian laws, thus ensuring reliable and complete representation of the Bank s assets-related and financial position, as well as of the financial outcome. Within the scope determined by the Belarusian National Bank, the Bank shall publish with printed mass media, as specified by the Belarusian National Bank, and disclose to public by placing on its Web-site its annual reports and financial statements accompanied with auditors report to confirm its accuracy, as well as any other information as may be required. 3. The Bank approaches to determine the Bank info subject to disclosure, purposes of such disclosure, procedure and periodicity of disclosure, means and methods to deliver such information to users, scope of info subject to disclosure, as well as methods of internal control for such info disclosure, shall be determined by the appropriate internal corporate regulations being approved from time to time by the Board of Directors. The Bank shall provide its info to other interested persons, including potential investors, upon their petitions in writing, within the scope as required for their substantiated decision of participation in the Bank to be made, or otherwise decide on any transactions that may influence the Bank s business performance. 4. The Bank s business reporting year shall correspond to the calendar year - starting on January 1 and ending on December 31 inclusively. SECTION 11. CUSTOMERS INTERESTS PROVISION Article 44. Bank s liabilities before its customers 1. The Bank binds to execute completely and timely all the liabilities obtained, by means of maintaining the required structure of the balance. 31

32 Article 45. Safety of facilities deposited with the Bank 1. The Bank shall guarantee safety of money, other valuables deposited with the Bank or assigned for transfer or transaction, as well as due execution of its liabilities. Customers money and other valuables deposited with the Bank may be arrested, seized or collected subject to the provisions of the Belarusian laws only. Article 46. Banking secret nondisclosure 1. Any information of accounts and deposits, including the information of any existing account in the Bank, its holder, account number and other account details, balance of accounts and/or deposits, as well as information on any deals, transactions on accounts and/or deposits and any property for safekeeping with the Bank, forms the banking secret and is not subject to disclosure. The stockholders and their proxies, Supervisory Board members and the Bank s employees shall keep the banking secret absolutely. The secret information may be disclosed as stipulated by the Belarusian laws only. SECTION 12. LABOR RELATIONS Article 47. Labor relations in the Bank 1. Labor relations with the Bank employees shall be governed by the provisions of labor contracts (agreements), Belarusian laws in force, these Articles and the Bank s internal regulations. 2. Labor remuneration depends on employee s performance, conditions and complexity of labor, qualification background and individual contribution to the Bank outcome. Salaries and wages shall not be subject to any upper limitation. The labor remuneration forms, system and amounts, including bonuses and compensations, if any, shall be established by the employer in accordance with the Bank s internal regulations on labor remuneration. 3. The Board of Directors, within its jurisdiction, may involve additional allocations for its employees social security and pension plans, subject to the Bank s internal regulations on labor remuneration. SECTION 13. CONFIDENTIALITY PROVISIONS Article 48. Commercial secret nondisclosure 1. The stockholders, their proxies, Supervisory Board members and Bank officers shall take all the measures required for privacy of information that came to their knowledge during their commitment with the Bank, as well as within three years following the Bank termination, officers dismissal, retirement or termination of stockholding respectively. If such information disclosure results in losses and/or damages incurred by the Bank or its customers or its counterparties, the guilty person shall bear the civil, administrative and/or criminal responsibility, as stipulated by the applicable Belarusian laws, except if such information has become accessible to public and/or the person in interest has got the prior written permission to disclose the information by the moment of disclosure. 32

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