Registered by

the National Bank

of the Republic of Belarus

May 15, 1991

Registration No. 5

CHARTER

of

Paritetbank

Open Joint-Stock Company

(Paritetbank OJSC)

The new wording of the Charter approved by

the General Meeting of Shareholders of

Paritetbank OJSC on

08.07.2015, Minutes No. 2

with amendments accepted by

the General Meeting of Shareholders:

25.11.2015, Minutes No. 5

26.09.2018, Minutes No. 5

City of Minsk

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Article 1. General Provisions

1. Paritetbank Open Joint-Stock Company (hereinafter referred to as the “Bank”) is a legal

entity and carries out its activity on the grounds of the legislation of the Republic of Belarus and

this Charter.

2. Name of the Bank:

In Belarusian:

full – Адкрытае акцыянернае таварыства «Парытэтбанк»;

abbreviated – ААТ «Парытэтбанк»;

In Russian:

full – Открытое акционерное общество «Паритетбанк»;

abbreviated – ОАО «Паритетбанк»;

In English:

full – Paritetbank Open Joint-Stock Company

abbreviated – Paritetbank OJSC.

3. The Bank has a round seal containing its name, trade mark (service mark), and other

details required for its activity. The Bank has the right to have other seals, as well as stamps and

headed note-paper with its name and trade mark (service mark), other means of visual

identification.

4. Location of the Bank (location of the Management Board): 61a Kiselev St., Minsk,

220002, Republic of Belarus.

Article 2. Status and Structure of the Bank

1. The Bank has been started up in the form of an open joint-stock company registered by

the National Bank of the Republic of Belarus under the name Poisk Commercial Bank on May 15,

1991, registration number 5. Pursuant to the decision of the General Meeting of Shareholders of the

Bank dated 26.03.2004 (Minutes No. 2) the name of the Bank was changed into Paritetbank Open

Joint-Stock Company.

2. The Bank is a commercial organisation having, on the grounds of a special permit

(licence) to carry out banking activities, an exclusive right to execute in aggregate the banking

operations of attracting monetary assets of natural persons and (or) legal entities into accounts and

(or) contributions (deposits), of allocation of the said attracted monetary assets on its own behalf

and at its own expense on conditions of redemption, payment and fixed period of time, of opening

and running banking accounts of natural persons and (or) legal entities.

3. The Bank has separate property in its ownership carried on its independent balance sheet,

bears solely liability for its obligations, may make transactions and perform other acts, acquire and

execute ownership and personal non-ownership rights on its own behalf, fulfil duties, be the

plaintiff and the defendant at the court.

4. The Bank shall be liable for its obligations with all the property owned by it.

The Bank shall not be liable for the obligations of its shareholders, and the shareholders

shall not be liable for obligations of the Bank, with the exception of the cases provided for by the

legislative acts or this Charter.

If economic insolvency (bankruptcy) of the Bank is caused by the shareholders or other

persons, including the Bank’s CEO, who have the right to give the instructions obligatory for the

Bank or are otherwise able to determine its actions, in case of insufficiency of property of the Bank

such persons shall be charged with subsidiary responsibility under its obligations in accordance

with legislative acts.

The Bank shall not be liable for the obligations of the state and the state shall not be liable

for the obligations of the Bank, with the exception of the cases when it assumed such obligations on

its own initiative or otherwise stipulated by the legislation.

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5. The Bank shall have the right, in accordance with the procedure established by the

legislation, to take part in the activity of and establish other legal entities (commercial and non-

commercial organisations), have affiliated and subsidiary companies, unitary enterprises. The Bank

shall not be liable for the obligations of the legal entities of which it is the founder (member) or

owner of property, and they shall not be liable for the obligations of the Bank, with the exception of

the cases stipulated by legislative acts or constituent documents of the said legal entities.

6. The Bank may, in accordance with the procedure established by the legislation, establish

(open) separate units (branches, representative offices), structural units without independent balance

sheets, and remote work places carrying out their activity on behalf of the Bank. The Bank shall be

liable for activity of its separate and structural units, remote work places.

7. For implementation of the objectives and tasks set before the Bank and for carrying out its

activity, the Bank shall adopt local regulatory legal acts (hereinafter referred to as the “local acts”)

and other internal documents.

This Charter shall prevail over other local acts and internal documents of the Bank.

8. The Bank is established without limitation of its duration.

9. The organisational structure of the Bank includes: Parent Bank and structural units that do

not have an independent balance sheets.

Article 3. Objectives and Subject of Operation of the Bank

1. The Bank is established for the purposes of carrying out banking activities. The main

objective of the Bank is attraction of profit.

2. The Bank may carry out, in compliance with the legislation, any kinds of activity, with

the exception of activity exercise of which is prohibited to the banks or contravenes limitations

established by the legislation. Individual types of activity, the list of which is defined by the

legislation, may be exercised by the Bank only on the grounds of an appropriate special permit

(licence).

3. The Bank shall have the right to execute the following banking operations on the grounds

of a special permit (licence) to carry out banking activities issued by the National Bank of the

Republic of Belarus:

attraction of monetary assets of natural persons and legal entities into accounts and

contributions (deposits);

allocation of the attracted monetary assets specified in paragraph two of this clause on its

own behalf and at its own expense on conditions of redemption, payment and fixed period of time;

opening and management of banking accounts of natural persons and legal entities;

opening and management of accounts in precious metals;

performance of settlement and cash servicing of natural persons and legal entities, including

correspondent banks;

currency-exchange transactions;

purchase and sale of precious metals in cases provided for by the National Bank of the

Republic of Belarus;

attraction and allocation of precious metals into contributions (deposits) of natural persons

and legal entities;

issuance of bank guarantees;

trust management of bank-managed fund under the bank-managed fund trust management

contract;

trust management of monetary assets under the monetary assets trust management contract;

collection of money in cash, payment instructions, precious metals and precious stones and

other valuables;

issuance (emission) of bank plastic cards;

issuance (emission) of electronic money;

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issuance of securities confirming the attraction of monetary assets into contributions

(deposits) and their allocation on accounts;

financing under concession of a monetary claim (factoring);

provision of special premises or safes located therein to natural persons and legal entities for

banking storage of documents and valuables (monetary assets, securities, precious metals, and

precious stones, etc.);

transportation of money in cash, payment instructions, precious metals and precious stones

as well as other valuables between banks and non-banking credit and financial organisations, their

separate and structural units, as well as delivery of such valuables to the clients of banks and non-

banking credit and financial organisations.

4. On the grounds of a special permit (licence) to carry out professional and stock-exchange

activities in securities issued by the Ministry of Finance of the Republic of Belarus, the Bank shall

perform (render) works and services comprised by this type of activity, information on which is

specified in the special permit (licence).

5. Apart from the banking operations specified in clause 3 of this Article, according to the

legislation the Bank shall be entitled to perform the following:

pledgery for the third parties providing for execution of obligations in the monetary form;

trust management of precious metals and (or) precious stones;

operations (transactions) with precious metals and (or) precious stones;

leasing activity;

consultation and information services;

issuance (emission), sale, purchase of securities, and other operations with securities;

offset of mutual monetary and other financial liabilities and obligations and determining net

positions (clearing activity);

operations in the Republic of Belarus and abroad involving commemorative notes,

commemorative and bullion (investment) coins being legal money of the Republic of Belarus at the

price not lower than the nominal one;

other activities stipulated by the legislation of the Republic of Belarus performed for own

needs and (or) necessary for securing performance of banking operations, except for performance of

insurance activity as insurer.

6. Taking into consideration the requirements of the legislation, the Bank shall develop,

introduce, and operate the software and software and hardware packages intended for automation of

its activity.

7. According to the requirements of the legislation and local acts, the Bank shall ensure

security of operation of the objects and rendering of banking services, as well as protection of the

information resources and the information with restricted distribution and (or) access.

Article 4. Authorised Fund and Securities of the Bank

1. The authorised fund of the Bank amounts to 66,098,896.92 (sixty-six million ninety-eight

thousand eight hundred and ninety-six roubles ninety-two kopecks) Belarusian roubles.

The amount of non-monetary part of the authorised fund is 19,283,099.8593 (nineteen

million two hundred and eighty-three thousand ninety-nine roubles eighty-five and ninety-three

hundredths kopecks) Belarusian roubles or 29.17 (twenty-nine and seventeen hundredth) per cent to

the total amount of the registered authorised fund of the Bank.

The authorised fund of the Bank is divided into 220,329,656,400 (two hundred and twenty

billion three hundred and twenty-nine million six hundred and fifty-six thousand four hundred)

shares, including: 220,310,818,106 (two hundred and twenty billion three hundred and ten million

eight hundred and eighteen thousand one hundred and six) ordinary (equity) shares with the

nominal value of 0.0003 (zero roubles three hundredths kopecks) Belarusian roubles each and

18,838,294 (eighteen million eight hundred and thirty-eight thousand two hundred and ninety-four)

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privileged shares with the nominal value of 0.0003 (zero roubles three hundredths kopecks)

Belarusian roubles each.

2. All shares of the Bank are registered ones. The Bank shall have the right to issue shares of

two categories:

ordinary (equity) and privileged ones. The part of privileged shares in the total amount of

the authorised fund of the Bank may not exceed 25 (twenty-five) per cent. All privileged shares

issued by the Bank belong to one type.

The shares are issued in the form of accounts. The Bank’s Rules of procedure for the

security holder register is approved by the Board with due regard to the requirements established by

the legislation.

3. The authorised fund of the Bank is stated in Belarusian roubles and formed in accordance

with the procedure established by the legislation and this Charter. Own assets of the shareholders,

other persons or sources of the own assets of the Bank may be used for increase of the authorised

fund of the Bank. Contributions to the authorised fund of the Bank may be made either in monetary

or in non-monetary form.

Monetary contributions into the authorised fund of the Bank may be made both in

Belarusian roubles and in foreign currency, with the exception of the cases provided for by the

legislation.

Foreign currency shall be converted into the official monetary unit of the Republic of

Belarus in accordance with the procedure defined by the legislation.

Assessment of the value of the cost of the non-monetary contribution into the authorised

fund of the Bank shall be approved by the General Meeting of Shareholders on the grounds of

expert examination of reliability of the assessment of the value of the non-monetary contribution.

The procedure of making non-monetary contributions into the authorised fund of the Bank and

assessment of their value in the part not regulated by the legislation and this Charter shall be

defined by the local act of the Bank approved by the General Meeting of Shareholders.

The nominal value of the Bank’s shares shall be expressed in Belarusian roubles regardless

of the form or currency of the contribution into the authorised fund.

4. The authorised fund of the Bank may be increased by issuance of additional shares or

increase in the nominal value of the shares pursuant to a decision of the General Meeting of

Shareholders.

The increase of the authorised fund of the Bank by issuance of additional shares may be

made both at the expense of the sources of own assets of the Bank and (or) shareholders and at the

expense of other investments. The increase of the authorised fund of the Bank by increase in the

nominal value of the shares shall be made at the expense of the sources of own assets of the Bank

and, subject to a decision approved unanimously by all shareholders, at the expense of the assets of

the Bank’s shareholders.

Additional shares shall be issued by the Bank and placed in accordance with the procedure

established by the legislation and this Charter.

5. The authorised fund of the Bank may be reduced through reduction of the nominal value

of the shares or by acquisition of a part of the shares by the Bank for the purpose of reduction of

their total number pursuant to a decision of the General Meeting of Shareholders.

The reduction of the authorised fund of the Bank shall be allowed only upon receiving the

written permit of the National Bank of the Republic of Belarus and notification of all creditors of

the Bank according to the procedure stipulated by the legislation.

6. The purchase of shares of its own issuance shall be made by the Bank pursuant to the

decision of the General Meeting of the Shareholders in accordance with the procedure established

by the legislation and this Charter.

The Bank shall receive an authorisation of the National Bank of the Republic of Belarus for

purchase of more than 5 (five) per cent of the shares issued by the Bank unless otherwise stipulated

by the legislative acts.

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The decision on purchase of the shares of its own issuance by the Bank on its own initiative

shall contain details and information stipulated by the legislation.

The Bank shall notify the shareholders being the owners of the shares in respect of which

the decision of purchase is made in accordance with the requirements of the legislation by

publication in the Zviazda Newspaper and (or) by posting on the official site of the Bank on the

Internet global computer network, or by an announcement in any other way making the text of the

offer to purchase the shares available to the general public. In cases when the legislation does not

require the offer to purchase the shares to be brought to notice of the general public, within 15

(fifteen) days after the General Meeting of Shareholders had approved the decision on purchase by

the Bank of the shares of its own issuance, the Bank shall notify the shareholders being the owners

of the shares in accordance with the procedure used for notification of such shareholders about

holding of this meeting or by sending by telecommunication means, by mail or by courier a written

notice about the number of shares of each category purchased by the Bank, the share purchase price,

the time limit for submission of the offers from the shareholders regarding sale of the shares and the

time limit for purchase of the shares.

The offer for sale of the shares shall be deemed to be submitted by the shareholder in proper

time, if it is received by the Bank before expiration of the time for submission of the offers from the

shareholders regarding sale of the shares as defined in the decision of the General Meeting of

Shareholders on purchase by the Bank of the shares of its own issuance. Offers received by the

Bank after expiration of the said time shall not be considered.

The offer for sale of the shares shall be submitted in writing by sending it to the Bank by

mail, by courier or by telecommunication means with obligatory delivery (sending) of the original

copy and shall contain the name (company name), place of residence (location) and signature of the

shareholder, the number of shares of each category to be sold in respect of which the decision of

purchase is made by the Bank. The offer from the shareholder being a natural person shall also

contain their statement about the fact that the sale of the share does not violate requirements of the

legislation as to security transactions settled by the persons having available the confidential

information of the issuer in the security market. The offer from the shareholder being a legal entity

shall be certified by an impression of their seal (if any).

Not later than in 10 (ten) days after expiration of the time for submission of the offers from

the shareholders regarding the sale of the shares the Board shall consider the offers submitted in

proper time and make a decision on purchase of the shares from the shareholders or refusal to

purchase the shares in cases if:

the offer from the shareholder does not comply with the requirements of part six of this

clause and (or) decision of the General Meeting of the Shareholders on purchase by the Bank of the

shares of its own issuance;

the sale of the shares by the shareholder violates requirements of the legislation as to

security transactions settled by the persons having available the confidential information of the

issuer in the security market.

The Bank shall, pursuant to the results of consideration of the offers, notify the shareholders

in writing about refusal to purchase the shares or offer to conclude a share purchase agreement

according to the form established by the Bank (with the exception of a case when in compliance

with the requirements of legislation the agreement is concluded in the exchange market) within the

time period established by the decision of the General Meeting of Shareholders on purchase by the

Bank of the shares of its own issuance. The shares shall be purchased subject to conditions of the

concluded share purchase agreement within time limits stipulated therein which shall not exceed the

time limit established by the General Meeting of Shareholders.

If the total number of shares offered for purchase exceeds the number of shares decided to

be purchased by the Bank, the shares shall be purchased from the shareholders in proportion to the

announced offers. If the number of shares resulting from calculation is aliquant of one, then the

method of downward rounding to a whole number shall be applied.

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Shares purchased by the Bank pursuant to the decision of the General Meeting of

Shareholders on reduction of the authorised fund for the purpose of decreasing their total number

shall be cancelled in accordance with the procedure established by the legislation. Shares purchased

pursuant to the decision of the Bank itself in other cases shall be put at the disposal of the Bank.

The Bank shall not have the right to make a decision on purchase of shares and to purchase

shares of its own issuance in cases established by the legislation.

7. The Bank shall redeem the shares of its own issuance on request of the shareholders in

cases stipulated by the legislation.

The list of shareholders whose shares shall be redeemed by the Bank on their request shall

be made on the basis of information from the same security holder register used for preparation of

the list of persons entitled to participate in the General Meeting of Shareholders the agenda of

which included issues, decisions on which may entail origin of the shareholders’ right to require

redemption of the Bank’s shares.

The price of the shares repurchased by the Bank on request of its shareholders shall be

determined in accordance with the legislation and approved by the same General Meeting of

Shareholders making the decision that may entail origin of the shareholders’ right to require

redemption of the shares.

Within 15 (fifteen) days after making the decision by the General Meeting of Shareholders,

which entailed the origin of the shareholders’ right to require repurchase of the shares by the Bank,

the Bank shall notify such shareholders, in accordance with the procedure used for their notification

of this meeting, about their right to require repurchase of the share, the share repurchase price, the

time limit for submission of applications with a request to repurchase shares and the time limit to

implement repurchase of the shares.

The application with the request to repurchase shares shall be deemed given in proper time,

if it is received by the Bank within 30 (thirty) days after making the decision by the General

Meeting of Shareholders, which entailed origin of the shareholders’ right to require repurchase of

the shares by the Bank. Applications received by the Bank after expiration of the said time shall not

be considered.

The application with the request to repurchase shares shall be submitted in writing by

sending it to the Bank by mail, by courier or by telecommunication means with obligatory

subsequent delivery (sending) of the original copy and shall contain the name (company name),

place of residence (location) and signature of the shareholder, the number of shares of each category

repurchase of which is requested and the grounds for this request. The application from the

shareholder being a natural person shall also contain a confirmation of the fact that sale of the

shares does not violate requirements of the legislation as to security transactions settled by persons

having available the confidential information of the issuer in the security market. The application

from the shareholder being a legal entity shall also be certified by an impression of their seal (if

any).

The Management Board, in 10 (ten) days, at the latest, after the expiry of the time limit for

submission of applications with a request to repurchase shares from the shareholders, shall consider

the applications submitted in proper time and make a decision on satisfaction thereof or on refusal

to repurchase in cases if:

the application does not comply with the requirements of part six of this clause;

the shareholder is not entitled to require repurchase of the shares by the Bank according the

information contained in the list of shareholders whose shares shall be repurchased by the Bank on

their request, and (or) according to the registration data of the members of the General Meeting of

Shareholders who made the decision, which resulted in the occurrence of the shareholders’ right to

demand repurchase of shares by the Bank, and (or) according to the information on the results of

voting on this decision;

the sale of the shares by the shareholder violates requirements of the legislation as to

security transactions settled by the persons having available the confidential information of the

issuer in the security market.

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Within 10 (ten) days after the expiry of the time limit for consideration of applications with

the request to repurchase shares the Bank shall, according to the results of consideration of the

applications, notify the shareholders about refusal to repurchase in writing or offer to conclude a

share repurchase agreement (to send an offer to conclude an agreement) according to the form

established by the Bank (with the exception of a case when in compliance with the requirements of

legislation the agreement is concluded in the exchange market). The shares shall be purchased

subject to conditions of the concluded share repurchase agreement within time limits stipulated

therein which shall not exceed 30 (thirty) days after conclusion of the agreement.

The total amount of monetary funds assigned by the Bank for repurchase of the shares on

request of its shareholders may not exceed 10 (ten) per cent of the Bank’s net asset value as of the

date of making the decision entailing origin of the shareholders’ right to require repurchase of the

shares by the Bank. If the total number of the shares offered for repurchase on request of the

shareholders exceeds the number of shares the Bank may purchase subject to the said restriction, the

shares shall be repurchased from the shareholders in proportion to the claimed request. If the

number of shares resulting from calculation is aliquant of one, then the method of downward

rounding to a whole number shall be applied.

The shares repurchased by the Bank on request of its shareholders in case of reorganisation

of the Bank shall be subject to cancellation in accordance with the procedure established by the

legislation. Shares repurchased by the Bank in other cases shall be put at the disposal of the Bank.

8. The shares of its own issuance transferred at the disposal of the Bank shall not give the

right to vote, they shall not be taken into consideration for counting of votes at the General Meeting

of Shareholders and no dividends shall be accrued on them. Such shares shall be sold within 8

(eight) years in accordance with the purpose defined in the decision of the General Meeting of

Shareholders (with the exception of shares repurchased by the Bank on request of the shareholders

in case of reorganisation of the Bank, which are subject to cancellation according to the established

procedure). If this is not the case, the General Meeting of Shareholders shall make a decision on

reduction of the authorised fund of the Bank for the amount of nominal value of the shares.

9. Pursuant to a decision of the General Meeting of Shareholders, the number of the Bank’s

shares may be changed without changes in the size of the authorised fund of the Bank by

consolidation or splitting of shares. No changes in the number of shareholders and shareholding

ration and formation of fractions (fractional shares) shall be allowed in this case.

Article 5. Rights and Obligations of Shareholders of the Bank

1. The shareholders of the Bank are persons, including foreign ones, entitled to the right of

ownership, the right of economic management or operational control to the Bank’s shares.

2. The Shareholders of the Bank shall have the right to:

dispose of the shares of the Bank owned by them in accordance with the legislation,

including alienation thereof to unrestricted range of persons without consent of other Shareholders;

receive information on activity of the Bank and get acquainted with its documentation in the

scope and in accordance with the procedure established by the legislation and Article 13 hereof;

exercise other rights provided for by the legislation and this Charter.

3. Each ordinary (equity) share of the Bank shall certify the same extent of the rights of a

Shareholder being its owner. The Shareholders owning the ordinary (equity) shares of the Bank

shall be entitled to:

participate in the General Meeting of Shareholders with the right to vote on issues covered

by the competence of the General Meeting of Shareholders, with the exception of the cases

provided for by the legislation;

receive a part of the Bank’s profit in the form of dividends;

obtain a part of the property remaining upon settlements with the creditors or value thereof

in case of liquidation of the Bank.

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4. Each privileged share of the Bank of one type shall certify the same extent of the rights of

a Shareholder being its owner. The Shareholders owning the privileged shares of the Bank shall be

entitled to:

receive a part of the profit of the Bank in the form of fixed dividends at 16 (sixteen) per cent

of the nominal value of the share per annum for each privileged share owned by them within the

term established by the part seven of clause 5 of Article 6 hereof;

receive, in case of liquidation of the Bank, a fixed value of the property equal to the total

nominal value of the privileged shares owned by them or a part of the property remaining upon

settlements with the creditors corresponding to this value;

participate in the General Meeting of Shareholders with the right to vote in cases stipulated

by the legislation.

5. The Shareholders shall be obliged:

to make their contributions to the authorised fund (pay for purchased shares) of the Bank in

full amount and in a timely manner;

to abide by provisions of this Charter and fulfil decisions of the General Meeting of

Shareholders passed within limits of its competence and in compliance with the established

procedure;

to prevent any actions (failure to act) that may damage the interests of the Bank and not to

impede activity of the Bank by their actions (failure to act);

not to disclose bank secrets, commercial secrets and other information received in

connection with the membership in the Bank, if distribution or disclosure of such information is

restricted according to the legislation and local acts of the Bank, with the exception of cases

provided for by the legislative acts;

to fulfil other duties associated with the membership in the Bank and provided for by the

legislation and this Charter.

6. The shareholders recognised as affiliates or insiders of the Bank shall provide, in the

volume, according to the procedure and within time limits established by the legislation and local

acts of the Bank approved by the management bodies of the Bank, information necessary for

determination of the circle of the affiliates and insiders of the Bank and keeping a record of them, as

well as information on settled or planned transactions of the Bank, which came to their notice and

the settlement of which may be recognised as being of interest to them.

7. The shareholders that own, or will own, or through whom one person (a beneficiary of the

Bank) owns or will own the shares of the Bank in the amount equal to or exceeding 5 (five) per

cent, shall provide, in the volume, according to the procedure and within time limits established by

the legislation and local acts of the Bank approved by the management bodies of the Bank,

information necessary for determination of the circle of the beneficiaries of the Bank and keeping a

record of them, for assessment of their compliance with the requirements established by the

National Bank of the Republic of Belarus.

Article 6. Property and Resources of the Bank. Distribution of Profit and Losses

1. The Bank owns the property transferred as contributions by the Shareholders of the Bank

to its authorised fund; property of unitary enterprises incorporated by the Bank; property acquired

by the Bank within its activities exercised by it, as well as property acquired by the Bank on other

grounds permitted by the legislation.

2. The Bank shall perform its activities out of own resources and attracted resources formed

from the property owned by the Bank; monetary funds of legal entities and natural persons available

on accounts and deposits; credits (loans), issuance of bonds and other securities; retained profit of

the current year and other sources not prohibited by the legislation.

3. The Bank shall have the right to allocate profit remaining at its disposal after payment of

taxes and other compulsory payments to form the funds of the Bank and distribute a part of it

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among the Shareholders by payment of dividends in accordance with the legislation and this

Charter.

4. Out of the profit remaining at the disposal of the Bank after payment of taxes and other

compulsory payments, the Bank shall form a reserve fund and other funds created according to

decision of the General Meeting of Shareholders.

The reserve fund shall be formed to be used to cover losses of the Bank.

Allocations to the reserve fund shall amount to at least 5 (five) per cent of the Bank’s profit

remaining at its disposal after payment of taxes, charges (duties), other compulsory payments to the

national and local budgets, state non-budgetary fund of social protection of the population of the

Republic of Belarus and other state non-budgetary funds, until the reserve fund reaches at least 10

(ten) per cent of the size of the regulatory Bank’s capital.

The shareholder shall have the right to contribute monetary funds to the reserve funds of the

Bank or for covering its losses.

The procedure of formation and use of the Bank’s funds shall be defined by the General

Meeting of Shareholders, taking into consideration the requirements of the legislation and this

Charter. The amounts of allocations to the Bank’s funds shall be established by the General Meeting

of Shareholders.

Pursuant to a decision of the Supervisory Board, advance allocations to the Bank’s funds out

of the current-year profit may be made in accordance with the amounts of allocations approved by

the General Meeting of Shareholders, and the amount of such advance allocations shall be taken

into account for final formation of the funds at year end.

5. The Bank shall have the right to distribute a part of the profit, which remains at its

disposal after payment of taxes and other compulsory payments and cover of the losses of current

periods formed due to the Bank’s fault, among the shareholders by payment of dividends.

The Bank shall pay dividends in the cases and according to the procedure established by the

legislation.

A decision on declaration and payment of dividends as well as on the amount of the

dividends and the procedure for their payment shall be made by the General Meeting of

Shareholders. The dividends shall be paid on placed shares only.

The issue of declaration and payment of dividends shall be considered at the annual General

Meeting of Shareholders when approving distribution of profit and losses of the Bank.

The amount of the dividends shall be declared in Belarusian roubles per one share and (or)

in terms of percentage points to the nominal value of one share. The amount of dividends paid on

privileged shares may not be less than the amount of dividends paid on ordinary (equity) shares.

The dividends shall be paid in Belarusian roubles, while the shareholders being non-

residents of the Republic of Belarus may be paid dividends in a foreign currency at the official rate

of the Belarusian rouble against of a respective foreign currency established by the National Bank

of the Republic of Belarus as of the date of payment, taking into account the requirements of the

foreign exchange legislation.

If there are no legislative restrictions for payment of dividends, the dividends shall be paid

not later than in 60 (sixty) days after making the decision on declaration and payment thereof.

The list of shareholders entitled to receive dividends shall be made on the basis of

information from the same bank security holder register used for preparation of the list of persons

entitled to participate in the General Meeting of Shareholders that made a decision on payment of

the respective dividends.

Information on the time, procedure and place of dividend payment shall be brought to notice

of the shareholders according to the same procedure used for their notification about the General

Meeting of Shareholders.

Dividends payable to the shareholders being legal entities, as well as the shareholders being

natural persons on request of the latter shall be transferred to their bank accounts.

The Bank shall not have the right to make a decision on declaration and payment of

dividends and pay dividends in the cases established by the legislation.

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The procedure of declaration and payment of dividends in a part not regulated by this

Charter shall be defined by a local act of the Bank approved by the General Meeting of

Shareholders.

Article 7. Bodies of the Bank

1. The bodies of the Bank are management bodies of the Bank and its control bodies. The

management bodies of the Bank are:

the General Meeting of Shareholders, which is a supreme management body of the Bank;

the Supervisory Board, which is a collective management body of the Bank responsible for

general management of activity of the Bank;

the Management Board which is a collective executive body of the Bank.

The control body of the Bank is the Audit Commission.

2. The Supervisory Board and the Audit Commission shall be accountable to the General

Meeting of Shareholders, the Management Board shall be accountable to the General Meeting of

Shareholders and the Supervisory Board.

3. While exercising their rights and performing their duties, the members of the Bank’s

bodies shall:

act on the basis of openness (inform the General Meeting of Shareholders and the

Supervisory Board of the Bank in accordance with the requirements of the law, this Charter and (or)

local acts of the Bank, and provide for other information that may affect the performance of their

authority by the members of the Bank’s bodies) in the interests of the Bank reasonably and in good

faith;

ensure equal and fair attitude to all shareholders of the Bank;

neither use the property of the Bank nor allow its use contrary to this Charter, decisions of

the General Meeting of Shareholders and (or) the Supervisory Board, as well as for personal

purposes;

fulfil their duties as provided for by the legislation and this Charter.Members of the Bank’s

bodies shall not disclose bank secrets, commercial secrets and other information received in

connection with participation in work of the Bank’s bodies, if distribution and (or) disclosure of

such information is restricted according to the legislation and local acts of the Bank.

4. The Supervisory Board members and the Management Board members shall provide, in

the volume, according to the procedure and within time limits established by the legislation and

local acts of the Bank approved by the management bodies of the Bank, information necessary for

determination of the circle of the affiliates and insiders of the Bank and keeping a record of them,

assessment of compliance of the Supervisory Board members and the Management Board members

with the established qualifying requirements and (or) business reputation requirements, as well as

information on settled or planned transactions of the Bank, which came to their notice and

settlement of which may be recognised as being of interest to them.

The Chairman of the Management Board, vice chairmen and members of the Management

Board shall inform the National Bank of the Republic of Belarus, the Management Board and, in

cases stipulated by the legislative acts of the Republic of Belarus, authorised state agencies and

other organisations on the purchase by them of the Bank’s shares and on all their transactions with

these shares within 5 (days) after the settlement thereof.

The Supervisory Board members, the Management Board members shall inform the central

board responsible for control and supervision over the security market, stock exchanges conducting

transactions with the shares of the Bank, as well as the Supervisory Board on the shares of the Bank

owned by such members and on their all their transactions with these shares within 5 (days) after

the settlement thereof.

The Supervisory Board members, the Management Board members shall inform the

Supervisory Board in writing on all their transactions with securities of the Bank, as well as on

transactions with securities of the Bank conducted by their spouse, parents, adult children and their

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spouses, adoptive parents, adult adopted children and their spouses, grandfather, grandmother, adult

grandchildren and their spouses, brothers, sisters and parents of the spouse within 5 (days) after the

settlement thereof.

5. The members of the Bank’s bodies shall be responsible to the Bank for any losses

suffered by the Bank due to their faulty actions (failure to act) in accordance with their competence

and pursuant to the procedure established by the legislation.

The issue of bringing to responsibility the Management Board members shall be considered

by the Supervisory Board and, in case of members of other bodies of the Bank, by the General

Meeting of Shareholders.

The members of the Bank’s bodies who voted against the resolution which caused the losses

for the Bank or who did not participate in such voting, however, shall not be liable, as well as in

other cases set forth by the legislation. Should several members of the Bank’s bodies be liable, their

liability to the Bank shall be joint liability. Should the members of the Bank’s bodies refuse

voluntary compensation of the losses, these losses may be recovered in the interests of the Bank in a

judicial proceeding by the claim of the Bank itself, members of the Supervisory Board authorised

by its resolution adopted by the majority of at least two thirds of the votes of all members of the

Supervisory Board, as well as the Shareholders of the Bank authorised by a resolution adopted by

the General Meeting of Shareholders by the majority of at least three fourths of the votes of the

persons participating in this Meeting.

Article 8. General Meeting of Shareholders

1. The exclusive competence of the General Meeting of Shareholders shall cover:

1.1. amendment of the Charter of the Bank

1.2. change in the amount of the authorised fund of the Bank;

1.3. making and approval of the decision on issue of shares by the Bank, the Bank’s share

issue prospectus, brief information; approval of the results of subscription to the shares of the Bank;

1.4. making the decision on purchase (sale) by the Bank of the shares of its own issuance for

the purposes and in cases defined by the legislation; approval of the price for purchase of shares by

the Bank on request of the shareholders in cases, stipulated by the legislation;

1.5. election of members of the Supervisory Board and Audit Commission and early

termination of their powers, with the exception of the cases when the powers of the Supervisory

Board members are early terminated according to the legislation without the decision made by the

General Meeting of Shareholders (due to discontinuation of membership in the Supervisory Board

upon application for withdrawal therefrom, death of the Supervisory Board member, declaration of

their death, recognition of their legal incapacity or missing);

1.6. approval of annual reports, annual accounting (financial) statements of the Bank, and

distribution of profit and losses of the Bank, if any, taking into account the opinion of the Audit

Commission and the audit report, as well as the information on the progress of implementation of

the Bank’s strategic development plan;

1.7. making a decision on reorganisation of the Bank or on approval of the deed of

assignment or separation balance sheet;

1.8. making a decision on liquidation of the Bank, formation of the Liquidation

Commission, appointment of its chairman or liquidator as well as approval of the interim

liquidation and liquidation balance sheets, with the exception of cases when the decision on

liquidation of the Bank is made by the National Bank of the Republic of Belarus or by the court

pursuant to the legislative acts;

1.9. making the decision on payment of dividends;

1.10. determination of the amount of remunerations and compensations of expenses of the

members of the Supervisory Board, Audit Board for fulfilment of their duties;

1.11. approval of local acts of the Bank in cases provided for by the legislation and this

Charter, including:

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the Supervisory Board Regulation;

the Audit Commission Regulation;

1.12. authorisation of the other bodies of Supervisory Board to make single decisions on

individual issues not covered by the exclusive competence of the General Meeting of Shareholders,

subject to restrictions established by legislative acts;

1.13. approval of the counting board members and their number;

1.14. definition of the procedure of holding the General Meeting of Shareholders as regards

the issues not regulated by the legislation, this Charter and local acts of the Bank;

1.15. making the decision on settlement of a major transaction and on settlement of a

transaction being of interest to the affiliates in the cases and according to the procedure stipulated

by Article 12 hereof.

1.16. the decision to pay to the Chairman of the Board, the Deputy Chairmen of the Board

remuneration based on the results of the work for the reporting year, including determination of the

total amount of funds allocated to pay this remuneration, the number of years during which the

remuneration will be paid, the amount of funds planned for payments in the current year, the

amount of funds planned for payment in the second year compared to the reporting one and in

subsequent years, the decision to pay a portion of the remuneration in the second year compared to

the reporting one and in subsequent years, its cancellation (reduction) and the conditions of such

cancellation (reduction);

1.17. making a decision to change the number of shares without changing the amount of the

authorized fund by consolidating or splitting the shares.

The competence of the General Meeting of Shareholders also includes issues submitted for

consideration by the General Meeting of Shareholders in accordance with this Charter and the

legislation of the Republic of Belarus. The General Meeting of Shareholders may take into

consideration any issue related to the activities of the Bank within the competence of other

management bodies of the Bank.

The issues covered by exclusive competence of the General Meeting of Shareholders may

not be transferred for consideration of other management bodies of the Bank.

The General Meeting of Shareholders shall not have the right to consider and decide on

issues that are not included into the agenda of the meeting, as well as change its agenda, with the

exception of a case when shareholders attending the General Meeting of Shareholders, having at

least 75 (seventy-five) per cent of voting shares, voted for making a decision on amending

(supplementing) the agenda.

2. The Supervisory Board is the management board of the Bank authorised to prepare,

convene and hold the General Meetings of Shareholders. The General Meeting of Shareholders may

be convened and held by other bodies or by the shareholders of the Bank in the cases and according

to the procedure established by the legislation and this Charter.

3. The General Meeting of Shareholders may be held in the presentee, absentee or mixed

forms. The General Meeting of Shareholders may not be held in the absentee or mixed form, if its

agenda includes at least one of the following issues:

election of the Supervisory Board members;

election of the Audit Commission members;

approval of the annual report, annual accounting (financial) statements of the Bank, and

distribution of its profit and losses;

reorganisation of the Bank;

liquidation of the Bank.

4. Each year, on March 27 at the latest, the Bank shall hold the annual ordinary General

Meeting of Shareholders at which the results of the Bank’s activity during the year shall be

considered, including reports in the progress of implementation of the Bank’s strategic development

plans; annual reports, annual accounting (financial) statements of the Bank, and distribution of

profit and loss of the Bank, if any, are approved, taking into account the opinion of the Audit

Commission, and also the results of an external independent assessment of the effectiveness of

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corporate governance (when it is conducted) are discussed, including an assessment of the

effectiveness of the Supervisory Board, the results of the self-assessment of the performance of the

Supervisory Board and its members, the results of the internal assessment of the performance of the

Bank’s Management Board, the issues of election of the members of the Supervisory Board and

Audit Commission, approval of the counting board members are considered.

The decision on convocation and holding of the annual General Meeting of Shareholders

shall be made by the Supervisory Board not later than in 50 (fifty) days after completion of the

accounting year. If the annual General Meeting of Shareholders is not convened by the Supervisory

Board in accordance with the established procedure within said time limits, it may be convened by

the bodies or shareholders (shareholder) of the Bank having the right to request holding an

extraordinary General Meeting of Shareholders.

Prior to the annual General Meeting of Shareholders, the Management Board shall prepare

information on the Bank’s activities for the reporting period that shall contain information that shall

be communicated to shareholders by virtue of law, this Charter and local acts of the Bank, and other

information initiated by the Board.

This information shall be available for review to persons entitled to participate in the

General Meeting of Shareholders at least 20 (twenty) days before the annual General Meeting of

Shareholders, at the places the addresses of which are indicated in the notice of the General

Meeting. This information shall also be available to persons participating in the General Meeting of

Shareholders during the meeting.

5. The General Meetings of Shareholders held in addition to the annual meeting are

extraordinary.

The extraordinary General Meeting of Shareholders shall be held upon decision of the

Supervisory Board on the grounds of its own initiative; request of the Management Board; demand

of the Audit Commission; request of an audit organisation, auditor being an individual entrepreneur

(hereinafter referred to as the “audit organisation”); request of the shareholders (shareholder) of the

Bank who possess, in the aggregate, at least 10 (ten) per cent of votes of the total number of votes

of the Shareholders of the Bank.

The request to hold the extraordinary General Meeting of Shareholders shall be made in

writing by sending it to the Bank by mail, by courier of by telecommunication means with

obligatory subsequent delivery (sending) of the original copy. The request to hold the extraordinary

General Meeting of Shareholders shall specify the form of the meeting and contain wording of the

issues to be included into the agenda, substantiation of the way they are stated and wording of a

draft decision on each of the offered issues. If the request comes from the shareholders

(shareholder), it shall contain the name (company name), place of residence (location) and signature

of each shareholder, as well as the number of votes belonging to them at the General Meeting of

Shareholders. The request from the shareholder being a legal entity shall be certified by an

impression of their seal (if any).

The Supervisory Board shall consider this request and make a decision on convocation and

holding of this meeting or a substantiated decision on refusal to convene and hold it in the cases

established by the legislation within 15 (fifteen) days after the date of receipt of the request to hold

the extraordinary General Meeting of Shareholders.

The decision of the Supervisory Board on convocation and holding of the extraordinary

General Meeting of Shareholders or the substantiated decision on refusal to convene and hold it

shall be sent in writing by telecommunication means, by mail or by courier to the persons

requesting its convocation not later than in 5 (five) days from the date of this decision.

The extraordinary General Meeting of Shareholders shall be held:

not later than in 45 (forty-five) days from the date of decision of the Supervisory Board on

convocation and holding of this meeting, if its agenda includes the item of election of the

Supervisory Board members and (or) the Audit Commission members;

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not later than in 30 (thirty) days from the date of decision of the Supervisory Board on

convocation and holding of this meeting, if its agenda does not include the item of election of the

Supervisory Board members and (or) the Audit Commission members.

If within the time limit established by part four of this clause, the Supervisory Board does

not make the decision on convocation and holding of the extraordinary General Meeting of

Shareholders or made the decision on refusal to convene and hold it, the extraordinary General

Meeting of Shareholders may be convened by the body or shareholders (shareholder) of the Bank

having the right to request holding an extraordinary General Meeting of Shareholders.

6. The decision of the Supervisory Board to hold the General Meeting of Shareholders shall

contain details and information established by the laws and this Charter, and may also contain other

appropriate information.

7. The right to participate in the General Meeting of Shareholders shall belong to the

shareholders of the Bank or their duly authorised representatives, as well as other persons who

obtained this right on the grounds established by the legislation.

The list of persons having the right to participate in the General Meeting of Shareholders

shall be drawn up in accordance with the requirements of the legislation on the grounds of

information from the Bank’s security holder register formed as of the date established by the

Supervisory Board in the decision on holding this meeting.

8. The shareholders (shareholder) who own, in the aggregate, 2 (two) and more per cent of

the voting shares of the bank shall be entitled to introduce proposals into the agenda of the General

Meeting of Shareholders as well as on nominees into the Supervisory Board and the Audit

Commission.

A proposal into the agenda of the General Meeting of Shareholders shall be introduced in

writing and contain the details and information stipulated by the legislation, as well as information

on the place of residence (location) of the person introducing the proposal.

The proposal on nominations of candidates into the Supervisory Board and Audit

Commission shall also contain the name of the body of the bank for election into which the

nominees are proposed, consent of each candidate to include the proposal of the nomination into the

agenda and the following information on each candidate (the consent and information shall be

certified by the personal signature of the candidate):

the name, date of birth and place of residence;

details of the personal identification document;

education and acquired profession;

place of work and position as of the date of the proposal submission and for 3 (three)

preceding years;

information on affiliation to the Bank and the list of persons in respect of which the

candidate is an affiliate, as well as the grounds of such affiliation (for the candidates to the

Supervisory Board members);

information supporting compliance of the candidate with the established qualifying

requirements and (or) business reputation requirements (for the candidates to the Supervisory Board

members).

The proposal shall be signed by the persons who introduced it and may be introduced by

sending it to the Bank by mail, by courier or by telecommunication means with obligatory

subsequent delivery (sending) of the original copy. If the proposal is signed by an authorised person

of the shareholder, it shall be accompanied by a copy of the respective power of attorney.

Proposals into the agenda of the annual General Meeting of Shareholders, including those on

nominations of candidates into the Supervisory Board and Audit Commission elected at this

meeting, shall be received by the Bank not later than in 30 (thirty) days after completion of the

accounting year.

Proposals into the agenda of the extraordinary General Meeting of Shareholders, comprising

the item of election of the Supervisory Board and (or) Audit Commission members, shall be

received by the Bank not later than in 20 (twenty) days after completion of the accounting year.

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The Supervisory Board shall consider these proposals and make a decision on taking them

into account or, in cases established by the legislation, on refusal to accept them not later than in 10

(ten) days after expiration of the time established for receipt of proposals into the agenda. In case of

refusal to accept the proposals the Supervisory Board shall send its written substantiated decision by

telecommunication means, by mail or by courier to the person who introduced these proposals not

later than in 5 (five) days from the date of approval thereof.

In addition to the issues proposed by the persons entitled to introduce proposals into the

agenda of the General Meeting of Shareholders, as well as in the case of absence of such proposals,

absence or insufficient number of the candidates proposed by such persons for the formation of the

Supervisory Board and (or) Audit Commission, the Supervisory Board shall have the right, at its

option, to include into the agenda the issues and candidates subject to their written consent received

according to the procedure established by the local act of the Bank approved by the General

Meeting of Shareholders.

9. Persons entitled to participate in the General Meeting of Shareholders shall be notified

about the decision on holding the meeting:

at least in 20 (twenty) days before the date of the annual General Meeting of Shareholders

and before the date of the extraordinary General Meeting of Shareholders, if its agenda includes the

item of election of the Supervisory Board members and (or) the Audit Commission members;

at least in 10 (ten) days before the date of a reconvened General Meeting of Shareholders

and before the date of the extraordinary General Meeting of Shareholders, if its agenda does not

include the item of election of the Supervisory Board members and (or) the Audit Commission

members.

The notice on holding of the General Meeting of Shareholders shall contain details and

information stipulated by the legislation and shall be published by the Bank in the Zviazda

Newspaper, placed on the official site of the Bank on the Internet global computer network, as well

as sent in a written form by telecommunication means, by mail or by courier to each shareholder

who possesses more than 1 (one) per cent of the voting shares and to state bodies (organisations)

authorised to manage the shares of the Bank owned by the Republic of Belarus or administrative

and territorial units of the Republic of Belarus the within time limits specified in part one of this

clause.

In case of making the decision on change of the agenda of the General Meeting of

Shareholders which was determined when making the decision on its convocation and holding, the

Supervisory Board shall notify of this change the persons who have the right to participate in the

meeting in accordance with the procedure established by the Supervisory Board not less than 5

(five) days prior to the date of its holding.

10. The counting board consisting of 5 (five) members shall be created for confirmation of

presence of a quorum and counting of votes at decision-making by the General Meeting of

Shareholders on the agenda items. Members of the counting board shall be approved by the General

Meeting of Shareholders on the proposal of the Supervisory Board for the period until signature of

the minutes of the next annual General Meeting of Shareholders. The members of the Bank’s bodies

and persons proposed by the candidates to positions in the Bank’s bodies may not be the counting

board members.

The counting board shall confirm presence of a quorum at the General Meeting of

Shareholders, explain questions arising in connection with the exercise of the right to participate in

the meeting by the persons having this right, explain the procedure of voting on the issues brought

to a vote, ensure observance of the established voting procedure and exercise of the right to

participate in the voting by said persons, count the votes and tally up the results of voting, draw up

the minutes of voting results and ballot papers and submit them for storage in the documents of the

Bank.

The minutes of the counting board shall be read out at the General Meeting of Shareholders

held in the presentee or mixed form, attached to the minutes of the meeting and not approved by a

special decision of the meeting.

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The counting board shall be rendered competent, if at least 3 (three) members of the

counting board participate (are present to perform of their duties) in its work.

The General Meeting of Shareholders may approve new members of the counting board at

any time.

11. Registration of the participants of the General Meeting of Shareholders held in the

presentee or mixed form shall be carried out by the counting group together with the registration

group from among the Bank officers appointed by the decision of the Management Board.

Registration of the participants of the General Meeting of Shareholders shall be carried out

on the basis of the list of persons entitled to participate in the General Meeting of Shareholders

upon presentation by them of personal identity documents (in case of shareholder representative –

documents evidencing their powers).

Persons who have not passed registration shall not have the right to participate in the voting.

12. The persons who were registered for participation in the General Meeting of

Shareholders in accordance with the established procedure and (or) the persons whose filled-in

absentee ballots were received not later than on the date established for receipt of ballots shall be

regarded as the persons who participated therein.

The General Meeting of Shareholders shall be rendered competent (have a quorum), if its

participants have, in the aggregate, more than 50 (fifty) per cent of votes of the total number of

votes belonging to the Bank’s shareholders unless the legislation and (or) this Charter do not

provide for another number of votes for the quorum. In case of absence of the established quorum

the annual General Meeting of Shareholders shall be held, while the extraordinary General Meeting

of Shareholders may be reconvened with the same agenda. The reconvened General Meeting of

Shareholders shall have a quorum, if its participants have, in the aggregate, more than 30 (thirty)

per cent of votes of the total number of votes belonging to the Bank’s shareholders.

When determining the quorum of the General Meeting of Shareholders held in absentee or

mixed form, votes represented by absentee ballots received by the Bank within the specified time

shall be taken into consideration.

13. The General Meeting of Shareholders held in presentee or mixed form shall be opened

and presided by the Supervisory Board Chairman, or, in the absence of the latter – by the

Supervisory Board Vice Chairman. If the Chairman of the Supervisory Board and its deputy have

no opportunity to preside over the General Meeting of Shareholders, these functions shall be

performed by one of the members of the Supervisory Board to be elected in the order of procedure

by the General Meeting of Shareholders, or by the Chairman of the Board or the person performing

its duties.

The minutes of the General Meeting of Shareholders held in presentee or mixed form shall

be kept by the meeting secretary appointed by the Supervisory Board.

14. Voting at the General Meeting of Shareholders on making decisions on the issues

included in the agenda, shall be carried out by ballots for voting with the exception of voting on

procedural issues (opening (closing) of the meeting, election of the presidium of the meeting,

election of the chairman of the general meeting of shareholders, approval of the rules of the

meeting, etc.), which may be carried out by open voting.

Ballots for voting shall be handed out to participants of the General Meeting held in the

presentee form against receipt at the moment of registration.

Absentee ballots shall be handed out to the persons entitled to participate in the General

Meeting of Shareholders against receipt at the offices of the Bank in accordance with the procedure

specified in the notice on holding of the meeting and shall be sent by telecommunication means, by

mail or by courier to each shareholder who owns more than 1 (one) per cent of the voting shares.

Voting at the General Meeting of Shareholders shall be carried out as follows: “one voting

share – one vote”, with the exception of cumulative voting for election of the Supervisory Board

members. A voting share of the Bank is an ordinary (equity) share and, in cases and according to

the procedure stipulated by the legislation, a privileged share.

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For each agenda item of the General Meeting of Shareholders, a draft resolution proposed by

the Supervisory Board (bodies or shareholders (shareholder) of the Bank convening the meeting in

the cases stipulated by the legislation and this Charter) shall be put to the vote first.

15. The decisions of the General Meeting of Shareholders shall be taken by simple majority

of votes (over 50 (fifty) per cent) of the persons who took part in that meeting, with the exception of

the cases provided for by the legislation of the Republic of Belarus and this Charter.

The decisions shall be taken by the majority of at least 3/4 (three fourths) of votes of the

persons who participate in the General Meeting of Shareholders on the following issues:

introduction of changes and (or) additions into the Charter of the Bank;

decrease or increase of the authorised fund of the Bank (with the exception of increase of the

authorised fund increase in the nominal value of shares at the expense of the funds of its

shareholders);

reorganisation and liquidation of the Bank;

acquisition by the Bank of the shares placed by it upon the decision of the Bank itself;

approval of the local acts of the Bank in the cases provided for by the legislation on business

entities;

legal recovery of the damages caused to the Bank by members of its bodies, by affiliates of

the Bank (in the cases stipulated by the legislation on business entities and the Charter) and vesting

the shareholders (shareholder) with the powers to bring a relevant action.

The decision of the General Meeting of Shareholders on increase of the authorised fund of

the Bank by increase in the nominal value of the shares at the expense of the funds of its

shareholders shall be made by all shareholders of the Bank unanimously.

The decisions of the General Meeting of Shareholders on the Bank’s transaction being of

interest to its affiliates or on a major transaction of the Bank shall be made by the number of votes

specified in Article 12 hereof.

The decisions of the General Meeting of Shareholders in election of the Supervisory Board

members shall be made by cumulative voting.

Candidates who received the greatest total number of votes shall be elected in the said

bodies of the Bank.

16. When counting votes, votes on the issues on which the meeting participant has observed

the established procedure of filling in the ballot shall be taken into account. When voting on the

agenda items (with the exception of voting on the issues of election of the Supervisory Board

members), only one of possible voting variants shall be marked in the ballot.

A voting ballot filled in with violation of the legislation requirements and the procedure

defined in the ballot itself shall be deemed invalid.

If the voting ballot contains several items put to the vote, failure to comply with the

procedure of filling in thereof in respect of one or several items shall not entail invalidation of the

voting ballot as a whole.

17. The decisions made by the General Meeting of Shareholders held in the presentee form

shall be proclaimed at the same meeting.

The General Meeting of Shareholders may be declared closed only after consideration of all

agenda items of this meeting.

Based on the results of holding the General Meeting of Shareholders, the minutes of the

General Meeting of Shareholders shall be drawn up not later than within 5 (five) days upon its

closing.

Decisions made at the General Meeting of Shareholders held in the absentee or mixed forms

shall be brought to notice of its participants in writing or by placing messages in the Zviazda

Newspaper not later than in 10 (ten) days after signature of the minutes.

The shareholders and other interested persons may became familiar with the decisions made

by the General Meeting of Shareholders or get copies thereof in accordance with the procedure

established by the legislation and Article 13 of this Charter.

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18. When the General Meeting of Shareholders is held in the absentee form, on the date of

counting of votes established pursuant to the decision of the Supervisory Board on holding the

General Meeting of Shareholders in the absentee form and specified in absentee ballots the counting

board, on the grounds of the list of persons entitled to participate in the General Meeting of

Shareholders and the absentee voting ballots received by the Bank, shall confirm presence of the

meeting quorum, count the votes and tally up the results of voting. The minutes of absentee voting

results drawn up by the counting board and absentee ballots shall be submitted by the counting

board for storage in the documents of the Bank.

The minutes of the General Meeting of Shareholders shall be executed based on the minutes

of absentee voting results drawn up by the counting board and signed (with endorsement of each

page, including resolutions attached to the minutes) by the meeting chairman in the person of the

Supervisory Board Chairman (or another person according to this Charter) and at least 2 (two)

members of the counting board.

19. If the General Meeting of Shareholders is convened by the body or shareholders

(shareholder) of the Bank entitled to require an extraordinary General Meeting of Shareholders,

such bodies or shareholders shall have appropriate powers of the Supervisory Board and take

necessary measures aimed at preparation, convocation and holding of the General Meeting of

Shareholders stipulated by the legislation, this Charter and local acts of the Bank.

Article 9. Supervisory Board

1. For general management of activity of the Bank the General Meeting of Shareholders

shall elect the Supervisory Board consisting of 7 (seven) persons.

The Supervisory Board members, as well as candidates to the Supervisory Board members,

in the cases and in the manner prescribed by law, shall comply with qualifying requirements set for

them and (or) business reputation requirements established by the legislation. At least 2 (two)

independent directors shall be among the Supervisory Board members.

The Supervisory Board members shall be elected for the period until election of the new

Supervisory Board members by the next annual General Meeting of Shareholders. The Supervisory

Board members shall be elected by cumulative voting.

2. Exclusive competence of the Bank’s Supervisory Board includes as follows:

2.1. approval of the main activities of the Bank and its development strategy, strategic

development plan of the Bank (that may determine, inter alia, the Bank’s risk management strategy

and the Bank’s strategy regarding the organisation and implementation of internal control), plan of

the Bank, capital investment plan, income and expenditure estimate, control over execution thereof

and effective use of the funds, consideration of the effectiveness of the Bank’s activities;

2.2. convocation of the annual General Meeting of Shareholders and extraordinary General

Meetings of Shareholders and settlement of issues related to preparation and holding thereof,

preliminary consideration of issues submitted for consideration by the General Meeting of

Shareholders;

2.3. ensuring the organisation of the Bank’s corporate governance system;

2.4. appointment (election) of the Secretary of the Supervisory Board;

2.5. determination of corporate values and rules, including the principles of professional

ethics of the employees of the Bank;

2.6. election of the Chairman of the Management Board and, on nomination by the latter, the

Management Board members, early termination of their powers, dismissal of the Chairman of the

Board;

2.7. determination of labour remuneration conditions for the Management Board members;

2.8. control over the work of the Management Board, including by regular examination of

its reports on implementation of the Bank’s purposes and development strategy, implementation of

resolutions of the Supervisory Board, implementation of the annual assessment of the effectiveness

of the Board;

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2.9. determining the Bank’s policy regarding conflicts of interest, taking measures to ensure

the transparency of the Bank’s corporate governance;

2.10. organising transparent procedures, formalized in local acts, for the selection of

candidates to the members of the Supervisory Board, including an assessment of the availability of

necessary experience, knowledge and time to perform the duties in full, analysis for potential

conflicts of interest, the provision of information about the recommended candidate to shareholders,

and procedures for introducing position of the newly elected member of the Supervisory Board and

expulsion from the Supervisory Board (re-election of a member of the Supervisory Board) in case

where it ceases to comply with the required conditions (including for goodwill) or its activities are

found to be ineffective;

2.11. implementation of the annual self-assessment of the effectiveness of the Supervisory

Board and its members;

2.12. making a decision on issuance of securities by the Bank, except for a decision on

issuance of shares;

2.13. approval of the decision on issuance of issue-grade securities of by the Bank, except

for approval of a decision on issuance of shares, approval of the issue prospectus of securities, with

the exception of shares, alterations and (or) additions thereto them;

2.14. making a decision on purchase by the Bank the securities of its own issuance, except

for a decision on purchase of shares;

2.15. setting limits on operations and other activities for which decisions are made by the

Board and (or) the Chairman of the Board; setting limits on the concentration of risk on a client of

the Bank, a group of related clients in accordance with Article 12 hereof;

2.16. making a decision on the Bank’s transactions being of interest to its affiliates and

major transactions of the Bank according to Article 12 hereof;

2.17. approval of the Bank’s property value in case of a major transaction or a transaction

being of interest to the affiliates, issue (distribution) of securities, as well as in other cases of

necessity to determine the value of the Bank’s property the accomplishment of a transaction with

which requires a decision of the General Meeting of Shareholders or the Supervisory Board, as

stipulated by the legislation or this Charter;

2.18. making a decision on the issue of accepting to the balance sheets of the Bank an item

of immovable property the value of which exceeds 10 (ten) thousand basic units, for the purpose of

further sale;

2.19. making decisions on the issue of alienation of an item of immovable property owned

by the Bank, the value of which exceeds 10 (ten) thousand basic units;

2.20. making decisions on recognising uncollectible debts and writing off all types of bad

debts from off-balance sheet when the amount of debt of one client (counterparty) exceeds 10 (ten)

thousand basic units;

2.21. exercising control over transactions (operations) with insiders and related parties

without granting preferential conditions and regularly exercising such control;

2.22. determination of the recommended amount of remunerations and compensation for

expenses for the Supervisory Board and Audit Commission members for fulfilling their functional

duties;

2.23. determination of the recommended amount of dividends and terms of payment thereof;

2.24. determination of the procedure for using the reserve and other funds of the Bank

formed in accordance with clause 4 of Article 6 hereof;

2.25. making decisions on advance allocations of the Bank’s funds from the current year

profit in accordance with Article 6 hereof;

2.26. making a decision on establishment (opening) and closing of separate units of the

Bank, approval of regulations on separate units of the Bank;

2.27. making a decision on establishment, reorganisation and liquidation of unitary

enterprises by the Bank, on changes in the size of the authorised fund of the unitary enterprises of

21

the Bank; making a decision on transactions resulting in alienation or possibility of alienation of the

unitary enterprises of the Bank as property complexes;

2.28. determining the policy of long-term participation of the Bank in the statutory funds of

legal entities and making a decision on creation of other legal entities by the Bank, as well as on

participation and termination of participation of the Bank in such legal entities, including making a

decision on:

making a contribution into the authorised fund of another legal entity;

purchase of a participation interest in the authorised fund (shares) of another legal entity;

settlement of a transaction entailing alienation or possibility of alienation by the Bank of a

participation interest in the authorised fund (shares) of another legal entity;

2.29. implementation of the control over the activities of subsidiaries and affiliates and

definition of the position of the Bank (its representatives) during consideration by management

bodies of affiliated and subsidiary companies of the following agenda items of the general meeting

of participants and meeting of the board of directors (supervisory board) of these companies:

change of the size of the authorised fund of an affiliated (subsidiary) company;

liquidation or reorganisation of an affiliated (subsidiary) company;

2.30. making a decisions on creation of associations of legal entities that are not legal

entities, and on participation (termination of participation) of the Bank in such associations;

2.31. selection and approval of an audit organisation and determination of the essential

terms of an agreement on the provision of audit and other services with an audit organisation;

2.32. approval of the depositary and the terms of the depositary contract with the issuer,

taking into account the requirements established by law;

2.33. approval of the terms of the contract with the evaluator;

2.34. making a decisions on gratuitous assistance (sponsorship) in accordance with

legislative acts;

2.35. approval of local acts of the Bank (alterations and (or) additions thereto) in cases

stipulated by law, this Charter and local acts of the Bank, approved by the General Meeting of

Shareholders, including:

the Management Board regulations;

regulations on committees established by the Supervisory Board;

local acts regulating the activities of the internal audit service;

local acts determining the system and procedure for payment of remuneration and

compensation, and the procedure for its application, forms of remuneration used by the Bank and

types of payments, conditions and procedures for remunerating employees of the Bank, including

key personnel of the Bank, conditions and procedures for remunerating and paying rewards and (or)

compensation to members of the Board, the chief accountant, the officer responsible for risk

management at the Bank, the officer responsible for internal control at the Bank, the head and

employees of the internal audit service, the head of the internal control service, as well as other

employees of the Bank included, in the prescribed manner, in the list of employees who assume

risks;

personnel policy, including the policy of personnel appointments and continuity, labour

motivation policies, including the payment of remunerations and compensations corresponding to

the goals and development strategies of the bank, its financial condition and risk profile, correlated

with the performance indicators of the Bank and its employees, their impact on the Bank's risk

profile;.

the credit policy and other local acts of the Bank governing the implementation of the main

directions of the Bank’s activities (policies in various areas of the Bank’s activities, with the

exception of the Bank’s accounting policies and other policies the approval of which is refereed by

the legislation and this Charter to the competence of the Supervisory Board);

regulations on determining the scope of affiliates and identifying transactions which they are

interested in, defining policies and procedures for conducting banking operations with insiders and

persons related to them, employees of the Bank;

22

local acts that determine the Bank’s policy regarding the organisation and implementation of

internal control, including the provisions on the organisation of the internal control system, the

policy of confidential notification of identified violations, the conflict of interest policy;

local acts defining risk management policies, limit policies, policies of long-term

participation of the Bank in the statutory funds of legal entities.

2.36. setting qualificatory requirements and business reputation requirements for heads of

branches, structural units of the Bank, internal audit service, the officer responsible for risk

management in the Bank and the officer responsible for internal control in the Bank, as well as

control over officers’ compliance with the said requirements;

2.37. agreement of a loan contract concerning provision of financial resources by the Bank

being concluded according to the legislation governing the procedure of use of the financial

resources of state organisations and business companies with a state owned participation interest in

authorised funds;

2.38. making decisions on transactions in accordance with Article 12 hereof;

2.39. making decisions on debt restructuring under credit agreements carried out through

partial exemption from property obligations to repay debt, to transfer shares (stakes) to the Bank’s

property to repay the debt, to increase the authorized fund of the debtor’s economic company – of a

debtor within its sources of own funds with the transfer of shares (stakes) to the ownership of the

Bank, and debt release in cases established by legislative acts; the decision on the instalments

(deferral) of the repayment of overdue debts, on the termination of interest accrual (remuneration,

forfeit) – for transactions (operations) involving the Bank’s credit risk, the decision on which was

made by the Supervisory Board in accordance herewith, without delegating to the Board the right to

make decisions on these issues;

2.40. approval of the appointment and dismissal of the head of the internal audit service

(including when considering the issue of prolongation of the employment relationship in connection

with the expiration of the concluded contract (employment contract)), approval of cost estimates

and the plan of the internal audit service, regular review and approval of its reports;

2.41. approval of the appointment and dismissal of the official responsible for risk

management at the Bank and the official responsible for internal control at the Bank (including

when considering the prolongation of the employment relationship due to the expiration of the

concluded contract (employment contract)) and regularly reviewing the reports of such persons,

determining the status, duties, powers and responsibilities of such persons;

2.42. monitoring (control) over risk in a bank holding, including by reviewing reports on the

status and results of the risk management system in a bank or bank holding on a consolidated basis

at least once a year;

2.43. ensuring the organisation of a system of remuneration and compensation at the Bank,

forms and conditions of remuneration of employees of the Bank, determining the list of employees

assuming risks, and indicators upon which remuneration can be paid to employees assuming risks

on the results of the reporting year, establishing specific amounts of remuneration of the Chairman

of the Management Board and its deputies on the results of work for the reporting year;

2.44. determination of the terms of remuneration of the head and specialists of the internal

audit service, the official responsible for risk management in the Bank, and the official responsible

for internal control in the Bank;

2.45. determination of the conditions for paying remuneration and (or) compensation to

members of the Management Board, chief accountant, officer responsible for risk management at

the Bank, officer responsible for internal control at the Bank, head of the internal audit service, head

of the internal control service, as well as other employees of the Bank included, in the prescribed

manner, in the list of employees who accept risks;

2.46. ensuring the organisation of effective functioning of the risk management system and

the internal control system, including consideration of the results of the assessment of the

effectiveness of the risk management and internal control systems, their compliance with the nature,

scale and conditions of the Bank's activities, and taking measures to improve their efficiency;

23

2.47. making strategic decisions to improve risk management and internal control systems;

2.48. determination of tolerance to the risks inherent in the Bank;

2.49. consideration of stress test results;

2.50. consideration of management reporting on the functioning of the internal control

system;

2.51. consideration of the information of the audit committee on the results of audits

conducted by the internal audit service;

2.52. consideration of management reporting on the effectiveness of the system of

remuneration and compensation;

2.53. consideration of reports of a special structural unit of the Bank the competence of

which includes the implementation of measures to prevent and detect financial transactions related

to the legalisation of proceeds from crime, the financing of terrorist activities and the financing of

the proliferation of weapons of mass destruction;

2.54. taking measures to ensure the timely elimination by the Management Board of

violations of the law, abuses and deficiencies identified during the audits (examinations) by the

internal audit service, the audit organisation, the Audit Commission, the National Bank of the

Republic of Belarus and other government (regulatory) bodies, as well as the implementation of

recommendations received.

The Supervisory Board, within the limits of its competence, shall be liable for the

observance by the Bank as a whole and shall control the compliance of the Management Board with

the law, this Charter, and local acts of the Bank.

3. The decisions of the General Meeting of Shareholders may determine the specific powers

of the Supervisory Board within its competence, as defined by this Charter.

The competence of the Supervisory Board shall not include issues that constitute the

exclusive competence of the General Meeting of Shareholders.

Issues within the competence of the Supervisory Board shall not be transferred by it for

decision by the Management Board, unless otherwise provided by law.

Consideration by the Supervisory Board of the issues of the implementation of certain active

operations by the Bank, the current management of the Bank’s activities, as well as any other

intervention by the Supervisory Board or its individual members in the current management of the

Bank, are prohibited, except for the cases stipulated by the laws and this Charter,.

4. The Supervisory Board members shall:

observe the legislation, this Charter and local acts of the Bank, when exercising their

powers;

participate in the work of the Supervisory Board, as well as in the work of the committees

formed by the Supervisory Board, if they are elected members of such committees;

have the right to require convocation of a meeting of the Supervisory Board, make proposals

on the agenda items and participate in consideration thereof with the voting right, unless otherwise

stipulated by the legislation and this Charter;

form their own competent substantiated opinion on issues under consideration,

independently of the point of view of other members of the Supervisory Board, Management Board

or the Bank officers;

have the right to request and receive from the Audit Commission, Management Board,

Chairman of the Management Board and Vice Chairmen, chief accountant of the Bank information

and documents necessary for fulfilment of their functions. In this case, the procedure for providing

Bank employees with information and documents requested by the members of the Supervisory

Board shall be determined by the Supervisory Board and (or) the Chairman of the Supervisory

Board;

refrain from actions (failure to act) that may damage the Bank’s interests and do not impede

activity of the Bank by their actions (failure to act);

exercise other rights and shall fulfil other duties stipulated by the legislation, this Charter

and local acts of the Bank.

24

The Supervisory Board members, being independent directors, shall timely inform the

Supervisory Board and the Management Board on changes in their status or occurrence of

circumstances due to which they cease to be independent.

5. The Supervisory Board members shall elect the Chairman and, if required, the Vice

Chairman (Chairmen) for the purposes of organisation of their activities. The Supervisory Board

shall have the right to re-elect its Chairman and (or) Vice Chairman (Chairmen) at any time, if

necessary.

The Chairman of the Supervisory Board shall:

organise the work of the Supervisory Board, including approval of its agenda, and convene

meetings of the Supervisory Board (hold polling of its members); preside at the meetings of the

Supervisory Board with the right of the casting vote in case of equally divided votes; organise

keeping the minutes of the Supervisory Board meeting; sign the minutes of the Supervisory Board

meetings (poll of its members);

preside at the General Meeting of Shareholders unless otherwise provided for by the

legislation, this Charter or decision of the General Meeting of Shareholders;

distribute duties and give instructions to members of the Supervisory Board;

refers to the General Meeting of Shareholders and other bodies of the Bank with suggestions and

recommendations;

propose a candidate for election to the post of the Chairman of the Management Board;

sign, on behalf of the Bank, labour agreement (contract) with the Chairman of the

Management Board, sign letters and other documents on the issues covered by the competence of

the Chairman of the Management Board where Bank acts as an employer;

have the right to attend or authorise attendance of other members (member) of the

Supervisory Board at the meetings of the Management Board and introduce proposals on issues

under consideration without the voting right at making decisions on these issues;

approve leaves and foreign business trips of the Chairman of the Management Board and

approve tasks for such trips;

sign letters and other documents on issues within the competence of the Supervisory Board;

exercise other powers stipulated by this Charter and local acts of the Bank.

If the Chairman of the Supervisory Board is not present, his functions shall be performed by

the Vice Chairman (one of the Vice Chairmen pursuant to the decision of the Supervisory Board

Chairman).

6. The meetings of the Supervisory Board shall be held as necessary, but at least once in a

quarter, mainly in official form (including using technical means of communication).

The meeting shall be convened by the Chairman of the Supervisory Board on the grounds

of: own initiative of the latter; request from any member of the Supervisory Board; request from the

Audit Commission; request from the Management Board. The meeting may be convened directly by

the Supervisory Board members or bodies of the Bank requesting holding thereof, if it has not been

done by the Chairman of the Supervisory Board within 5 (five) days upon receipt of their written

request to convene the meeting of the Supervisory Board.

The Supervisory Board members shall be notified about the meeting of the Supervisory

Board in at least 7 (seven) days before the date of this meeting. The notice, which shall contain the

agenda, information on the date, time and place of the meeting, along with draft resolutions and

other materials on the agenda items, shall be sent to the Supervisory Board members in writing by

telecommunication means, by mail or by courier.

The Supervisory Board meetings shall be competent subject to participation of at least 4

(four) Supervisory Board members therein.

Decisions of the Supervisory Board may be made by poll of its members in accordance with

the procedure established by the local act of the Bank approved by the General Meeting of

Shareholders.

7. The Supervisory Board shall make decisions on:

25

legal recovery of the damages caused to the Bank by the members of its bodies, by affiliates

of the Bank (in cases stipulated by the legislation on business entities and the Charter) and vesting

the Supervisory Board members (member) with the powers to bring a relevant action – by the

majority of at least 2/3 (two thirds) of the votes of all members of the Supervisory Board (not taking

into consideration the Supervisory Board member in respect of whom the decision is being made);

election of the Supervisory Board Chairman and Vice Chairmen – by the majority of the

votes of the total number of the Supervisory Board members;

the Bank transaction being of interest to its affiliates and on a major transaction of the Bank

– by a number of votes specified in Article 12 hereof;

other issues – by the majority of votes of the Supervisory Board members present at the

meeting and, if the decision is made by polling, by the majority of votes of the number of the

Supervisory Board members participating in the poll (provided that at least 4 (four) members of the

Supervisory Board participated in the poll).

Each member of the Supervisory Board has one vote for the purpose of decision making. In

case of equally divided votes, the decision for which the Chairman (Vice Chairman) has voted shall

be deemed valid.

Transfer of the voting right by a member of the Supervisory Board to another person,

including another member of the Supervisory Board, shall not be allowed.

Decisions of the Supervisory Board, results of polling of the Supervisory Board members

shall be executed in the form of minutes.

8. Powers of the Supervisory Board member (members) shall be pre-terminated:

by decision of the General Meeting of Shareholders. The decision of the General Meeting of

Shareholders on early termination of the powers of the Supervisory Board members may be made

only in respect of all members of the Supervisory Board. If the General Meeting of Shareholders

made a decision on early termination of the powers of the Supervisory Board members, the new

members of the Supervisory Board shall be elected at the same meeting;

without a decision made by the General Meeting of the Shareholders, due to discontinuation

of membership in the Supervisory Board in the cases established by the legislation. In case of

discontinuation of membership of the Supervisory Board member (members) the Supervisory Board

shall continue exercise of its powers until election of the new members of the Supervisory Board,

with the exception of cases stipulated by the legislation.

9. During fulfilment of their duties the Supervisory Board members may receive

remunerations and (or) compensation for their expenses in accordance with the procedure and in the

amounts established by the General Meeting of Shareholders.

10. The procedure of work of the Supervisory Board, including the procedure of preparation,

convocation and holding of the meetings of the Supervisory Board, making decisions by the

Supervisory Board, as well as requirements to competence, professional and other qualities of the

candidates to the members of the Supervisory Board that are not covered hereby shall be defined by

the local act of the Bank approved by the General Meeting of Shareholders.

11. The Supervisory Board may form standing or interim committees for preliminary

examination of the issues under consideration.

The Supervisory Board shall form the auditing committees, the functions of which comprise

general management and ensuring activity of the internal control system, the Bank’s internal audit

service, selection and organisation of interaction with auditing organisations, and the risk committee

headed by independent directors. At least half of the composition of each of these committees

should be the members of the Supervisory Board.

The competence, procedure of formation, interaction with the management and control

bodies of the Bank, rights and obligations of the committees, their quantitative and personal

membership shall be defined by the Supervisory Board.

26

Article 10. Management Board

1. The Management Board is a collective executive body of the Bank and shall perform the

current management of the activities of the Bank.

The Management Board shall be accountable to the General Meeting of Shareholders and

the Supervisory Board and shall organise execution of decisions of these bodies.

2. The competence of the Management Board shall include deciding on all issues that are

not covered by the competence of the General Meeting of Shareholders and the Supervisory Board

as defined by the legislation and this Charter. The Management Board shall organise the risk

management system and the internal control system, ensure fulfilment by the Bank of the objectives

and tasks set by the Supervisory Board.

The Management Board shall also preliminary consider issues to be settled by the

Supervisory Board, prepare relevant materials and proposals on such issues, unless otherwise not

stipulated by or not results from the legislation, this Charter or local acts of the Bank.

The powers of the Management Board may not be transferred by the Bank to another

commercial organisation or individual entrepreneur (manager) under a contract.

3. The Management Board members shall be elected by the Supervisory Board for the

period of not more than 5 (five) years according to the procedure established by the legislation and

this Charter. The Management Board shall be elected in the amount of 5 (five) members and consist

of the Chairman of the Management Board, Vice Chairmen of the Management Board and other

members of the Management Board.

The Chairman of the Management Board, Vice Chairmen and other members of the

Management Board, as well as nominees to the said positions shall comply with the qualifying

requirements set for them and business reputation requirements established by the legislation.

The Management Board members may not be the members of the Supervisory Board or the

Audit Commission. The Chairman of the Management Board shall have the right to attend the

meetings of the Supervisory Board and introduce proposals on the issues under consideration

without the voting right at making decisions on these issues.

4. The rights and obligations of the Management Board members shall be defined by the

legislation, this Charter and labour agreements (contracts) concluded with the Bank by each of these

persons. The labour agreement (contract) with the Chairman of the Management Board on behalf of

the Bank shall be signed by the Chairman of the Supervisory Board. The labour agreements

(contracts) with other Supervisory Board members of the Bank shall be signed by the Chairman of

the Management Board in coordination with the Supervisory Board of the Bank.

The Management Board members shall:

observe the legislation, this Charter, and local acts of the Bank, as well as the labour

agreements (contracts) concluded with the Bank, when exercising their functional duties;

participate in the work of the Management Board, consider issues proposed for discussion

and making decisions at the meetings of the Management Board in a timely and competent manner;

have the right to require convocation of a meeting of the Management Board, make

proposals on the agenda and participate in consideration thereof with the voting right, unless

otherwise stipulated by the legislation and local acts of the Bank;

form their own competent substantiated opinion on the issues under consideration,

independently of the point of view of other members of the Management Board or the Bank

officers;

have the right to request and receive from the Bank officers the information and documents

necessary for execution of their functional duties;

refrain from actions (failure to act) that may damage the Bank’s interests and shall not

impede activity of the Bank by their actions (failure to act);

not have the right to hold positions in other commercial organisations, accept remunerations

from other organisations and individuals or make use of services and benefits granted to them in

connection with execution of their functional duties for personal purposes;

27

exercise other rights and shall execute other duties stipulated by the legislation, this Charter,

local acts of the Bank, as well as the labour agreements (contracts) concluded with the Bank.

The Management Board members acting as the Bank’s representative shall have the right to

participate in management of the legal entities, of which the Bank is the member or owner of

property.

5. The Supervisory Board shall have the right to pre-terminate the powers of a member

(several members) of the Management Board or all members of the Management Board in

accordance with the legislation and this Charter.

In case of discontinuation of membership in the Management Board of any member thereof

or in case of early termination of the powers of any such member, the Supervisory Board shall elect

a new member of the Management Board instead. In case of a decision made on early termination

of the powers of all members of the Management Board, the Supervisory Board shall elect the

Management Board members in accordance with clause 3 of this Article.

6. The decisions of the Management Board shall be made at its meetings and executed in the

form of the minutes.

The Management Board shall hold its meetings as may be necessary, but at least 2 (two)

times in a month. Its meetings shall be competent subject to participation of at least 50 (fifty) per

cent of the elected members of the Management Board with obligatory participation of the

Chairman of the Management Board or a person acting as the vice chairman.

The decisions of the Management Board shall be made by a simple majority of votes of the

Management Board members attending at its meeting. In case of equally divided votes, the decision

for which the Chairman of the Management Board has voted shall be deemed valid.

The Minutes of the meeting of the Management Board shall be provided to the General

Meeting of Shareholders, Supervisory Board, Audit Commission upon the request thereof.

7. The Management Board shall have the right to form internal bank collective bodies

(committees, commissions) for the purpose of development and implementation of the Bank’s

policies in the major areas of its activity. The internal collective bodies of the Bank shall organise

their activity on the grounds of the local acts of the Bank approved by the Management Board.

8. The Chairman of the Management Board shall be the chief executive officer of the Bank,

having the right, within the limits of its competence, to give binding instructions to the Bank

officers, and shall be personally liable for implementation of the objectives and tasks set before the

Bank.

The Chairman of the Management Board shall:

8.1. arrange execution of decisions made by the management bodies of the Bank;

8.2. act on behalf of the Bank without a power of attorney, including:

representation of the Bank’s interests in relations with in all public bodies, organisations and

institutions, legal entities and natural persons;

settlement of transactions on behalf of the Bank, signing agreements concluded by the Bank;

management of the Bank’s affairs and representation of its interests in all courts regardless

of jurisdiction, including arbitration and reference tribunals, with all rights conferred by the

legislation to the claimant, plaintiff, defendant, third party, recoverer, debtor, other person interested

in issue of the suit, participant of administrative litigation;

8.3. control the work of the Management Board, convene its meetings and preside thereat

with the right of the casting vote in case of equally divided votes;

8.4. propose nominees to positions of the Management Board members to the Supervisory

Board;

8.5. distribute duties, as well as fields of powers and responsibilities, among Vice Chairmen

of the Management Board and other members of the Management Board;

8.6. issue and revoke powers of attorney on behalf of the Bank;

8.7. approve the staff schedule of the Bank and amendments thereto;

8.8. perform the functions of an employer under the Labour Code of the Republic of

Belarus, including, in accordance with the procedure established by the legislation, this Charter, and

28

local acts of the Bank, employ and dismiss employees of the Bank, conclude and cancel labour

agreements (contracts) with them, establish amounts of their salaries (wage rates) of the employees,

rises and premiums thereto, apply incentives and impose disciplinary penalties on the employees,

bring the employees to financial liability, approve job descriptions of the employees of structural

units (employees) under the direct supervision of the Chairman of the Management Board, grant

powers of the authorised officer of the employer to other employees of the Bank;

8.9. propose to the Bank the nominees for appointment to the position of chief executive

officers of the unitary enterprises and institutions of the Bank; sign labour agreements (contracts)

with chief executive officers of the unitary enterprises and institutions incorporated by the Bank;

8.10. issue orders (decrees) and give instructions binding on all employees of the Bank and

control execution thereof;

8.11. fulfil assignments of the management bodies of the Bank;

8.12. ensure safe functioning of the facilities and provision of bank services, as well as the

protection of information resources and data, distribution and provision of which are restricted,

including exercise control over the procedure of application of the restrictive stamp “For official use

only”, records management in respect of the documents containing official information with

restricted access, as well as ensure development and approval of the lists of information attributed

to the official information with restricted access;

8.13. sign all documents on the Bank’s activities, including the documents and reports of the

Bank required for submission to the National Bank of the Republic of Belarus and other competent

authorities, except for the documents and reports, signing of which is attributed to the competence

of other persons by the legislation and this Charter, as well as delegate authorities of signing the

documents and reports to other Bank officials;

8.14. exercise other powers of the chief executive officer stipulated by the legislation, this

Charter, and local acts of the Bank, as well as by the labour agreement (contract) concluded with

the Bank.

The Chairman of the Management Board shall have the right to confer individual powers,

being within his competence, to the Management Board Vice Chairmen, heads of structural units

and other officers of the Bank.

During absence of the Chairman of the Management Board his functions shall be fulfilled by

one of the Vice Chairmen on the grounds of an order (decree) of the Chairman of the Management

Board. The Vice Chairman of the Management Board temporarily in charge of the duties of the

Chairman of the Management Board shall have all the rights and obligations, which according to

this Charter are conferred to the Chairman of the Management Board unless otherwise provided for

by the relevant order (decree).

Powers of attorney on behalf of the Bank for receipt of material assets shall be issued by the

Chairman of the Management Board, Vice Chairmen, heads of banking services centres, cash

settlement centres, operations department and sealed respectively by the Bank, banking services

centre, cash settlement centre, operations department.

9. The competence of the Management Board shall cover:

9.1. consideration of issues related to the current activities of the Bank;

9.2. taking measures aimed at preparation of documents for consideration by the General

Meeting of Shareholders under the instructions of the Supervisory Board;

9.3. arrangement of the Bank’s activities according to the main directions of activities and

development strategy, strategic development plans, other plans and programmes, as well as policies

approved by the Supervisory Board of the Bank, ensuring implementation of the decisions of the

General Meeting of Shareholders and the Supervisory Board;

9.4. development of proposals on approval of on the main directions of activities and

development strategy of the Bank, strategic development plan of the Bank (including in terms of the

risk management strategy of the Bank and the Bank’s strategy for arrangement and performance of

the internal audit), development plan of the Bank, capital investment plan, income and expenditure

estimate and submission thereof to the Supervisory Board for consideration;

29

9.5. making decisions on the issues of accounting, banking operations, and other activity,

other issues of the current activity of the Bank that are not regulated by the legislation of the

Republic of Belarus and local acts;

9.6. making decisions on and approval of the local acts on the issues related to arrangement

of the internal control system and risk management system in the Bank, except for local acts

attributed to the competence of the Supervisory Board;

9.7. approval of local acts that are not attributed to the competence of other management

bodies, including those on the procedure of establishment of the remuneration (payment) for

operations carried out by the Bank, accounting policy, other policies, approval of which is attributed

to the competence of the Management Board by the legislation and this Charter;

9.8. approval of the regulation(s) on the Bank’s work with the shareholder register of the

Bank, security holder register;

9.9. approval of the organisational structure of the Bank and regulations on structural units

of the Bank;

9.10. arrangement and ensuring functioning of the corporate management system, risk

management system, the Bank’s internal control system;

9.11. arrangement and ensuring functioning of the remuneration and compensation system

of the Bank;

9.12. control of operation of the structural units of the Bank to ensure timely and proper

performance of tasks assigned thereto;

9.13. approval and control of key performance indicators of the activity of the structural

units, employees of the Bank in accordance with the procedure defined by the Supervisory Board;

9.14. setting limits and other restrictions, setting of which is not attributed to the competence

of the Supervisory Board in accordance of this Charter;

9.15. preliminary consideration of applications and submission of proposals to the

Supervisory Board on granting of the gratuitous (sponsor) aid by the Bank;

9.16. organisation of introduction of advance bank technologies, creation of an adequate

banking infrastructure in the Bank, deciding on investments into development and enhancement of

the material and technical resources of the Bank within the limits stipulated by the capital

investment plan and income and expenditure estimate;

9.17. ensuring implementation of the income and expenditure estimate and capital

investment plan;

9.18. making decisions on redistribution of amounts for the items of the income and

expenditure estimate and capital investment plan of the Bank, taking into account operational needs

within the powers granted to the Supervisory Board;

9.19. control over the effective participation of the Bank in the authorised funds of legal

entities, including approval of the procedure of appointment (termination of powers) of the Bank

representatives in the management bodies of other legal entities;

9.20. taking necessary measures aimed at implementation of the requirements of

international agreements and the legislation of the Republic of Belarus in the field of prevention of

legalisation of illegally gained income, financing terrorist activity, and financing spreading of

weapons of mass destruction with the exception of the cases when such measures are attributed to

the competence of other management bodies according to the legislation;

9.21. making a decision on acceptance of property the value of which does not exceed 10

(ten) thousand base amounts to the Bank's balance sheets for further sale; deciding on acceptance of

property to the Bank's balance sheets for its own needs;

9.22. making a decision on alienation of property being in the Bank's ownership, the value

of which does not exceed 10 (ten) thousand base amounts;

9.23. making a decision on declaring the debt uncollectible and write-off from the balance

and off-balance sheet all kinds of uncollectible debts, when the amount of debt per customer

(contractor) does not exceed 10 (ten) thousand base amounts; grant powers to collective bodies and

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employees of the Bank for deciding on writing off uncollectible debt within the limits of the powers

provided by this Charter;

9.24. deciding on debt restructuring, except for deciding in accordance with sub-clause 2.39

of clause 2 of Article 9 of the this Charter; deciding on instalment (deferral) of the overdue debt

payment, on accrual interests (remuneration, penalties) – under transactions (operations) associated

with the Bank's credit risk, the decision on execution of which has been made by the Management

Board without delegating the right to collective bodies of the Bank to make decisions on these

issues;

9.25. consideration of nominates of the official responsible for risk management in the

Bank, official responsible for internal control in the Bank, head of the unit responsible for internal

audit, and submit their appointment for consideration to the Supervisory Board;

9.26. implementation of measures ensuring timely elimination of violations of the

legislation, abusive acts, and deficiencies identified during audits (revisions) of the internal audit

service, audit organisation, Audit Commission, National Bank of the Republic of Belarus and other

state (controlling) bodies, as well as the implementation of recommendations received;

9.27. making decisions on execution of operations with securities in the trading portfolio (on

acquisition for the purpose of selling in the short term (up to one year);

9.28. settlement of other issues of the current activity of the Bank that are not attributed to

the competence of the General Meeting of Shareholders and the Supervisory Board in accordance

with the legislation and this Charter.

The procedure of work of the Management Board in a part not covered hereby shall be

defined by the local act of the Bank approved by the Supervisory Board.

Article 11. Control over Financial and Business Activities of the Bank. Internal

Control in the Bank

1. To exercise internal control over financial and business activities of the Bank, the General

Meeting of Shareholders shall elect the Audit Commission consisting of 3 (three) persons.

Members of the Audit Commission shall be elected for the period until election of the new

members of the Audit Commission by the next annual General Meeting of Shareholders.

The Supervisory Board members, the Management Board members, as well as ex-members

of the said management bodies of the Bank may not be elected to the members of the Audit

Commission until expiration of one year from the moment of discontinuation of their membership

in these bodies.

The Audit Commission shall be headed by the Chairman elected out of its members by the

majority of votes of the total number of the members of the Audit Commission.

The procedure of work of the Audit Commission in a part not covered hereby, the grounds

and procedure of early termination of powers of the members of the Audit Commission shall be

defined by the local act of the Bank approved by the Supervisory Board.

2. The competence of the Audit Commission shall cover revision of all or several directions

of the Bank’s activities or audits of one or several interrelated directions, or over a definite period of

these activities carried out by the Bank and its separate units.

The Chairman of the Audit Commission shall have the right to attend the meetings of the

Supervisory Board, the Management Board and introduce proposals on the issues under

consideration without the voting right at making decisions on these issues.

3. The responsibility of the Audit Commission shall be carrying out of:

annual revision – based on the results of financial and business activities of the Bank over

the reporting year. The annual revision shall be completed not later than within 70 (seventy)

calendar days upon completion of the reporting year;

revision or audit – upon decision of the management bodies of the Bank within the time

limits established thereby;

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revision or audit – upon written request of the shareholders (shareholder), being the owners,

in the aggregate, of 10 (ten) or more per cent of the Bank’s shares, sent to the Audit Commission or

the Supervisory Board. In this case, revision or audit shall be commenced within 30 (thirty) days

from the date of receipt of the request for carrying out thereof from the shareholders (shareholder).

The Audit Commission of the Bank shall have the right to carry out a revision or audit on its

own initiative at any time.

Duration of the revision or audit of the Bank’s activity shall not exceed 30 (thirty) days.

4. The Audit Commission shall draw up a report based on the results of the revision or audit

in accordance with the requirements of the legislation.

The report of the Audit Commission based on the results of the annual revision shall be

brought to consideration of the General Meeting of Shareholders with the approval of the annual

report, annual accounting (financial) statements of the Bank, and distribution of its profit and losses.

5. If any violations are revealed, the Audit Commission shall:

submit a revision or audit report or individual conclusions and suggestions therefrom to the

management bodies of the Bank, which, according to their competence, shall take measures aimed

at elimination of the said violations within two weeks;

request convocation of the extraordinary General Meeting of Shareholders, if a decision on

the facts of violations revealed during the revision or audit may be made by the General Meeting of

Shareholders only.

6. The Bank shall invite an auditing organisation for revision and confirmation of reliability

of the annual accounting (financial) statement.

The audit report prepared based on the results of the annual audit of the Bank shall be

brought for consideration of the General Meeting of Shareholders with the approval of the annual

report, annual accounting (financial) statements of the Bank, and distribution of its profit and losses.

The management bodies of the Bank, in accordance with their competence, shall take timely

measures aimed at elimination of the violations revealed during audit.

The Bank shall publish the audit report prepared based on the results of the audit of annual

accounting (financial) statements of the Bank, in cases and in accordance with the procedure

established by the legislation.

The audit of the accounting (financial) statements of the Bank shall be carried at the Bank’s

expense out at any time upon request of the shareholders (shareholder) holding in aggregate 10 (ten)

or more per cent of the Bank’s shares.

If the Supervisory Board of the Bank has not taken measures on carrying out the audit upon

request of shareholders (shareholder), being the owner, in the aggregate, of 10 (ten) or more per

cent of the Bank’s shares, these shareholders shall have the right to act as the audit clients. In this

case selection of the auditor organisation and conclusion of the audit agreement shall be performed

by such shareholders independently with the right to charge the Bank with audit expenses. In this

case, the bodies of the Bank shall create conditions for the audit organisation for timely and quality

audit, including provision of all necessary documents.

If the Supervisory Board of the Bank evades the audit upon the request of shareholders

(shareholder), being the owner, in the aggregate, of more than ten per cent of the Bank’s shares or

more, or does not create proper conditions for its carrying out, the audit may be carried out on the

basis of the court decision on the suit of shareholders requiring its carrying out.

7. For the purposes of ensuring regular and effective performance of its activity the Bank

shall organise internal control in accordance with the requirements of the legislation.

Internal control shall be exercised by the Bank’s bodies, auditing committee, and internal

bank collective bodies in accordance with their competence, units and employees of the Bank at all

levels, including the officer responsible for internal control in the Bank, special unit for prevention

of legalisation of illegally gained income, financing terrorist activity and financing spreading of

weapons of mass destruction, the internal audit service. The procedure of exercise of internal

control of the Bank shall be regulated by local acts of the Bank.

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The Bank shall develop and implement the system of internal control as a set of internal

control, internal audit, organisational structure, local acts defining the strategy, policies, internal

control methods and procedures, as well as the powers and responsibilities of the management

bodies of the Bank and officials.

To carry out continuous internal control of financial and economic activities of the Bank, the

Internal Audit Service shall be formed in the Bank.

The internal control system of the Bank shall be organised according to the directions

stipulated by the legislation, as well as directions determined by the decisions of the Supervisory

Board. The powers of bodies of the Bank and its employees in the field of internal control shall be

defined by this Charter and local acts of the Bank.

The Supervisory Board shall ensure organisation of the internal control system and the risk

management system in the Bank, bank holding company on a consolidated basis, prevention of

conflict of interests and the conditions of its occurrence in the process of risk management and

internal control in the Bank, bank holding.

The Supervisory Board shall form the Auditing Committee from its members and employees

of the Bank, functions of which include overall management and ensuring functioning of the

internal control system, internal audit service, as well as selection and organisation of interaction

with the audit organisations. The Auditing Committee shall be chaired by the independent director.

The number of members of the Supervisory Board in the Auditing Committee shall be at least half

of the Committee.

Goals, objectives, and powers of the Auditing Committee shall be defined by the local act

approved by the Supervisory Board.

To organise the internal control system and ensure its effective functioning, the Management

Board shall:

ensure implementation of the decisions of the Supervisory Board, implementation of the

strategy and policy of the Bank, including in relation to organisation and implementation of internal

control and risk management;

control compliance with the limits, powers of officials in settlement of transactions

(operations);

provide comprehensive solution of issues related to management of the Bank's capital,

substantial risks for the Bank;

ensure risk tolerance limitations, compliance with the established tolerance to the inherent

risks of the Bank, risk appetite, maintaining the risk profile of the Bank proportionate to the nature

and scale of its activities;

approve risk appetite by the types of substantial risks, the structural units of the Bank,

business directions;

control measures to reduce (limit) risks;

perform internal monitoring of efficiency of the internal control system and control over

elimination of identified violations and deficiencies of internal control;

consider management reporting containing the results and materials of periodic assessments

of efficiency of the internal control system, its separate directions and types;

organise the efficient system of information transfer and exchange, which should provide

receipt of the necessary data by the interested users;

not allow for approval of local acts of the Bank and (or) performance of actions that may

create the conditions for violation of the legislation and (or) interfere with internal control, take

measures to improve the internal control system.

The Bank shall appoint an official responsible for internal control in the Bank, as well as

form the Internal Control Service, a permanent unit for implementation of internal control according

to the nature and scope of banking operations and other activities, as well as the special unit for

prevention of legalisation of illegally gained income, financing terrorist activity and financing of

mass destruction weapons’ spreading. The official responsible for internal control in the Bank shall

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be directly subjected to the Chairman of the Management Board and subjected to the Supervisory

Board, shall be a member of the Auditing Committee.

Powers and the procedure for functioning of the Internal Audit Service shall be defined by

local acts of the Bank approved by the Supervisory Board.

The Internal Audit Service shall be directly subjected to the Chairman of the Management

Board and be accountable to the Supervisory Board. The head of Internal Audit Service shall be a

member of the Auditing Committee.

The Internal Audit Service shall carry out the audit of the Bank's activities, including the

internal control system and the risk management system, as well as on a consolidated basis,

assessment of the quality and efficiency of corporate management systems, assessment of efficiency

of business processes.

To audit proper organisation and implementation of corporate management, at least once

every three years the Bank shall ensure an external independent assessment of efficiency of

corporate management, including assessment of efficiency of the Supervisory Board functioning.

In order to organise an effective system of bank risk management in the Bank, an official

responsible for risk management in the Bank shall be appointed, as well as a permanent unit for risk

management shall be formed according to the nature and scope of banking operations and other

activities. The official responsible for risk management in the Bank shall be directly subjected to the

Chairman of the Management Board and accountable to the Supervisory Board, shall be a member

of the Risk Committee.

The Supervisory Board shall form the Risk Committee from its members and employees of

the Bank, which is headed by an independent director. The number of members of the Supervisory

Board in the Risk Committee shall be at least half of the Committee.

Goals, objectives, and powers of the Risk Committee shall be defined by the local act

approved by the Supervisory Board.

Article 12. Transactions of the Bank

1. Transactions (operations) of the Bank associated with the credit risk arising to the Bank in

cases, when the amount of risk for the client, group of related clients of the Bank taking into

account the planned settlement of transaction is 20 (twenty) and more per cent of the normative

capital of the Bank, shall be settled on the grounds of the decision of the Supervisory Board or on

the grounds of the decision of the Management Board made within the limit of risk concentration

for the client, group of related clients of the Bank established by the Supervisory Board, if these

transactions are not major. The limit established by the Supervisory Board shall determine the

maximum cumulative sum of balance sheet and off-balance sheet claims and off-balance sheet

obligations of the Bank in relation to the client, group of related clients for which the Bank bears

the credit risk.

Transactions (operations) of the Bank associated with the credit risk arising to the Bank,

with the Bank insiders and/or persons related to the latter, regardless of the amount, shall be settled

on the grounds of the decision of the Supervisory Board or according to the procedure established

by the Supervisory Board and within the limit(s) of risk concentration established for the insider(s)

and persons related thereto by the Supervisory Board.

The Supervisory Board shall be entitled to delegate to the Management Board the right of

making certain decisions on amendments into the terms and/or conditions of transactions settled on

the grounds of the decision of the Supervisory Board.

If any transaction (operation) stipulated by this clause is simultaneously the Bank’s

transaction, being of interest to its affiliates, or a major transaction of the Bank, the decision on this

transaction (operation) shall be made taking into consideration provisions of clauses 2 and 3 of this

Article.

2. The decision on the Bank’s transaction which, pursuant to the legislation, is recognised a

transaction being of interest to the Bank’s affiliates, shall be attributed to the competence of the

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Supervisory Board, regardless of the value of the property which is the subject of the transaction,

and shall be made by majority of the votes of all the Supervisory Board members who are not

interested in settlement of this transaction.

If the number of all the Supervisory Board members who are not interested in settlement of

this transaction is less than 4 (four) persons, the decision on the Bank’s transaction being of interest

to the Bank’s affiliates shall be made by the General Meeting of Shareholders. The General Meeting

of Shareholders shall make a decision on the Bank’s transaction being of interest to its affiliates by

majority of the votes of the total number of the Bank’s shareholders who are not interested in

settlement of this transaction.

Decisions of the Supervisory Board, the General Meeting of Shareholders on the Bank’s

transaction being of interest to its affiliates shall not be required in cases provided for by the

legislation.

Upon making the appropriate decisions, the Bank shall disclose to the general public by

posting on its official site on the Internet global computer network the information about transaction

being of interest to:

members of the Supervisory Board, members of the Management Board;

spouse, parents, adult children and their spouses, adoptive parents, adult adopted children

and their spouses, grandfather, grandmother, adult grandchildren and their spouses, siblings and

parents of the spouse of the members of the Supervisory Board and the Management Board.

Upon the request of any shareholder the Bank shall provide information defined by the

legislation on transactions being of interest to the Bank’s affiliates.

The Bank shall keep record of its affiliates in accordance with the procedure established by

the local act of the Bank approved by the Supervisory Board.

3. The decision on settlement of a transaction (several interrelated transactions) of the Bank

covered by provisions of the legislation on major transactions of business companies (decision on a

major transaction of the Bank) shall be attributed to the competence of the Supervisory Board and

made unanimously by all members of the Supervisory Board.

If the Supervisory Board failed to make a unanimous decision or quantitative membership of

the Supervisory Board is less than 7 (seven) persons, the decision on settlement of a major

transaction of the Bank shall be made by the General Meeting of Shareholders. The General

Meeting of Shareholders shall make a decision on settlement of a major transaction of the Bank, the

subject of which is property of the value:

20 (twenty) to 50 (fifty) per cent of the book value of the Bank’s assets – by majority of at

least 2/3 (two thirds) of the number of votes of the persons participating in the General Meeting of

Shareholders;

50 (fifty) and more per cent of the book value of the Bank’s assets – by majority of at least

3/4 (three fourths) of the number of votes of the persons participating in the General Meeting of

Shareholders.

The decision on settlement of a major transaction of the Bank shall contain details and

information stipulated by the legislation.

4. Interrelated transactions shall be the transactions recognised as such by the legislation of

the Republic of Belarus, as well as transactions with uniform obligations settled with participation

of the same persons within one day.

Article 13. Accounting and Reporting, Documents of the Bank. Information on the

Bank

1. Accounting and other reporting of the financial and business activities of the Bank and its

separate units shall be organised and kept in the Bank along with preparation and presentation of

accounting (financial) statements, statistical and other reporting in accordance with the legislation

and the accounting policy formed by the Bank.

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The reporting year of the Bank corresponds to the calendar year – from January 1 to

December 31 inclusive.

Annual accounts of the Bank shall be drawn up in accordance with the procedure, in the

scope and according to the forms established by the National Bank of the Republic of Belarus.

Reliability of data contained in the annual accounts of the Bank shall be confirmed by the Audit

Commission and auditing organisation. Before submission to the annual General Meeting of

Shareholders for approval, the annual accounts of the Bank shall be brought for preliminary

consideration of the Supervisory Board taking into consideration the opinion of the Audit

Commission and audit report.

The Management Board shall approve the accounting (financial) statements of separate units

of the Bank annually, before March 31 of the year following the reporting year.

Responsibility for organisation, state, and reliability of accounting and reporting in the

Bank, timely submission of the accounting (financial) statements, statistical and other reporting

shall be borne by the Bank and Management Board in accordance with the legislation and this

Charter.

2. The Bank shall submit to the National Bank of the Republic of Belarus and other state

bodies the reports and other information on its activities in the scope, according to the procedure,

and within time limits established by the legislation Republic of Belarus.

The Bank shall publish reports on its activities and annual statements together with the audit

report confirming reliability thereof in the print mass media defined by the National Bank of the

Republic of Belarus and post it on its official site on the Internet global computer network in the

scope and according to the procedure established by the National Bank of the Republic of Belarus.

The Bank shall publish consolidated reports on the activities of the banking holding as well

as annual consolidated reports together with the audit report confirming reliability thereof in the

print mass media defined by the National Bank of the Republic of Belarus and post it on its official

site on the Internet global computer network in the scope and according to the procedure established

by the National Bank of the Republic of Belarus.

The Bank shall place the information on a single information resource of the security market

in accordance with the legislation on the security market.

3. The information on the Bank shall be provided and disclosed in accordance with the

legislation, this Charter, special local act of the Bank approved by the Management Board.

The shareholders and other interested legal entities and natural persons may receive

information on the Bank’s activities in the scope established by the legislation from the mass media,

including the annual report and quarterly reports published for the general public in the national

print mass media being official periodical, on the Bank’s site on the Internet global computer

network, as well as upon personal application to the Bank.

The shareholders may also receive other information contained in the documents of the

Bank upon their written request to the Bank. In addition, the “documents of the Bank” shall

comprise the documents from the list provided for by the legislative act governing activity of

business companies. Shareholders owning at least 2 (two) per cent of the Bank’s voting shares shall

have access to the accounting and reporting documents not containing information which is subject

to compulsory disclosure, as well as to the minutes of the Bank’s Supervisory Board, Management

Board, minutes of the committees and commissions formed by the Bank. Information being,

according to the legislation, banking secrecy or any other secrecy of legal entities and natural

persons protected by the legislation shall not be disclosed. As a rule, information shall be disclosed

in case of a personal visit to the Bank, upon written consent of the Chairman of the Management

Board written on the shareholder’s request for reviewing the Bank’s documents. In such request, the

shareholder shall specify the documents and the scope of the information, which they would like to

review.

Requests that do not contain such specification shall not be considered by the Bank. The

possibility of reviewing the Bank’s documents, as a rule, at the Bank’s offices, shall be provided to

a shareholder within 14 (fourteen) business days following the date of receipt by the Bank of the

36

shareholder’s request. Having received the shareholder’s request, the Bank shall send a notification

to the shareholder specifying the date and time of presentation of the documents for review within 5

(five) business days. If required, the shareholder, upon his application and according to the

resolution of the Chairman of the Management Board of the Bank, may receive copies of the

requested documents.

Information on the Bank may be disclosed to potential investors or another interested person

in the scope required for them to make a substantiated decision regarding participation in the Bank

or other actions that may influence results of the Bank’s activity, provided that the said persons

ensure confidentiality of the information provided to them.

4. The information on the results of financial and business activity of the Bank shall be

recognised as confidential information in the security market until posting thereof in the single

information resource of the security market, as well as publishing thereof in the mass media or

bringing to notice of the general public in another way in cases defined by the Law of the Republic

of Belarus “On the Security Market” or other legislative acts of the Republic of Belarus.

5. The information, which, according to the legislation, constitutes a bank and (other) secret

protected by the law, shall be provided (disclosed) by the Bank in cases established by the

legislation.

6. The procedure of disclosing information on the Bank’s activities, handling information,

disclosing and (or) providing of which is restricted, in a part not regulated by this Charter, shall be

defined by the local acts of the Bank approved by the Management Board.

Article 14. Reorganisation and liquidation of the Bank

1. Reorganisation of the Bank (merger, joining, division, separation, transformation) may be

effected according to a decision of the General Meeting of Shareholders and, in cases stipulated by

the legislative acts, pursuant to a decision of authorised state bodies, including the court.

In cases stipulated by the legislative acts, reorganisation of the Bank may be carried out only

subject to the consent of the National Bank of the Republic of Belarus and (or) consent of other

authorised state bodies.

2. The Bank may be liquidated voluntarily according to the decision of the General Meeting

of Shareholders due to economic inexpediency of its subsequent activity, as well as on other

grounds stipulated by the legislation.

Liquidation of the Bank pursuant to the decision of the General Meeting of Shareholders

shall be carried out subject to a written consent of the National Bank of the Republic of Belarus.

Having received the consent to liquidation from the National Bank of the Republic of

Belarus, the General Meeting of Shareholders shall form a Liquidation Commission (appoint the

Liquidator), appoint its Chairman as well as define the procedure and terms of liquidation of the

Bank in accordance with the legislation.

The powers related to management of the Bank’s affairs are transferred to the Liquidation

Commission (the Liquidator) from the moment of creation thereof. The Liquidation Commission

(the Liquidator) shall carry out the procedure of liquidation of the Bank in accordance with the

legislation.

3. The property of the Bank remaining after settlement of claims of the depositors and other

creditors shall be distributed by the Liquidation Commission (the Liquidator) among the

Shareholders of the Bank in the order of priority established by the legislation.

Property of each turn shall be distributed after full distribution of the property of previous

turn. If the property remaining at the disposal of the Bank is not sufficient for payment of accrued,

but not paid dividends and the fixed value of the property defined by this Charter to all

shareholders, being the owners of privileged shares, then the property shall be distributed among the

shareholders in proportion to the number of privileged shares owned by them.

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4. The members of the Liquidation Commission (the Liquidator) shall be responsible for the

losses suffered by the Bank, shareholders of the Bank and other persons through their fault in

accordance with the procedure established by the legislation.

5. The Bank shall be deemed liquidated from the date of entry made in the Unified State

Register of Legal Entities and Individual Entrepreneurs on its exclusion from this Register.

Acting Chairman of the Management Board D.A.Pankevich