NSD Announces AGM Results

National Settlement Depository (NSD), Russian’s central securities depository, held the annual general meeting of shareholders (AGM) on 31 May 2016 in Moscow.

The company’s shareholders adopted the following resolutions:

• In accordance with the Civil Code of the Russian Federation, the new corporate name (Non-Bank Credit Organization Joint Stock Company National Settlement Depository, NSD) was approved, as well as the amended version of the Articles of Association of NSD. The new name and the new document will come into effect once they are registered with the registering body indicated in the amended version of the Articles of Association of NSD.
• NSD’s annual report for 2015, including annual financial statements and consolidated financial statements, was approved; the auditor’s reports on the company’s annual financial statements and consolidated financial statements, as well as the Audit Committee report on the results of the audit of the company’s financial activities for 2015 were taken into account; 
• The company’s net profit in the amount of RUB 4.6 billion¹ was allocated for dividend payment calculated on the basis of RUB 3,906.02 per one common registered share before tax on income received in the form of dividend. The record date for persons entitled to receive dividend was set at 10 June 2016.
• Ernst&Young Vneshaudit LLC was approved as NSD’s auditor for conducting the RAS and IFRS audit until the NSD's 2017 AGM.
• 15 members of the Supervisory Board were elected:
  1. Eddie Astanin, Chairman of the Executive Board, NSD;
  2. Valeriya Avxentyeva, Chief Operating Officer, OTKRITIE Brokerage House JSC;
  3. Alexander Afanasiev, Chairman of the Executive Board, PJSC Moscow Exchange;
  4. Paul Anne F. Bodart, independent member of the Board of Directors, Chairman of the Audit Committee, Dexia SA/NV; independent director;
  5. Mikhail Bratanov, Regional Head (Russia and CIS), Société Générale Securities Services, Director of Securities Services Department, PJSC ROSBANK;
  6. Oleg Vyugin, Chairman of the Board of Directors, PJSC MDM Bank; independent director;
  7. Bella Zlatkis, Deputy Chairman of the Executive Board, PJSC Sberbank; 
  8. Paul James Ostling, member of the Board of Directors, PJSC Uralkali; independent director;
  9. Andrey Popov, Chief Information Officer, Member of the Management Board, JSC Raiffeisenbank;
  10. Dmitry Tolokonnikov, Vice President, Law Department, RDIF Management Company LLC; independent director;
  11. Nadezhda Ushakova, Senior Vice President, Head of Depository, PJSC VTB Bank;
  12. Tatyana Fomina, Vice President, Head of Financial Market Operations Division of the Banking Operations Department, JSC UniCredit Bank;
  13. Alexei Fedotov, independent director;
  14. Tatyana Chepeleva, Managing Director, Chief of Investment Banking Operations Strategy, BCS Company LLC;
  15. Ilya Yuzhanov, independent director.
• New members of the Internal Audit Commission of NSD were elected until the NSD's 2017 AGM:
  1. Olga Gordienko, Chief Accountant, Moscow Exchange PJSC;
  2. Olga Melentyeva, Head of IFRS Reporting Department, Moscow Exchange PJSC;
  3. Vladimir Sukhachev, Chief of Internal Audit Service, Moscow Exchange PJSC.
• The members of the Supervisory Board elected 26 May 2015 at the AGM will receive remuneration calculated in compliance with the terms established by Regulations on remuneration and compensation of expenses of the members of the Supervisory Board of NSD² given their individual contribution to the company’s management.
• Regulations on the General meeting of shareholders of NSD, Regulations on the Supervisory Board of NSD, Regulations on the Executive Board of NSD, Regulations on the Internal Audit Commission of NSD and Regulations on remuneration and compensation of expenses of the members of the Supervisory Board of NSD were approved.

1 – Net profit has been indicated in accordance with NSD’s RAS financial statements.

2 – Approved by the company’s AGM on 26 May 2015.