Annual report 2011 - VTB

More documents

Recommendations

Info

VTB Annual Report 201112. Shareholders’ information140JSC VTB Bank (Georgia)Address: 37, D. Uznadze St., Tbilisi 0102, GeorgiaPhone: +99 532 50 5505Fax: +99 532 99 9139; +99 532 95 6085Website: www.vtb.com.geEmail: admin@vtb.com.geJSC VTB Bank Branch in New Delhi (India)Address: Mezzanine floor, Taj Mahal Hotel, 1,Mansingh Road, New Delhi 110011, IndiaPhone: +9111 6622 1000Fax: +9111 6622 1024Email: indiabranch@vtb.com12. Shareholders’ information141Banks and financial companies in Asia and AfricaBanco VTB Africa S.A.Address: 22, Rua da Missao, Luanda, AngolaPhone: +244 222 39 5889Fax: +244 222 39 5297Email: info@vtb.aoVietnam-Russia Joint Venture BankAddress: 85, Ly Thuong Kiet St., Hoan Kiem District,Hanoi, VietnamPhone: + 844 942 6668Fax: +844 942 6669Website: www.vrbank.com.vnEmail: vrbank@vrbank.com.vnBranches and representative offices abroadJSC VTB Bank Branch in Shanghai (China)Address: offices 1101A, 1102-03 (11 floor), 1266,Nanjing Xilu, Jing’an District, Shanghai municipality200040, the People’s Republic of ChinaPhone: + 8621 6136 6288Fax: + 8621 6136 6265Email: shanghaibranch@vtb.ruRepresentative office of JSC VTB Bank in ChinaAddress: 18BC, CITIC bldg, 19, Jianguomenwai dajie,Beijing 100004, ChinaPhone: +86 10 8526 2800Fax: +86 10 8526 2810Email: chinavtb@public3.bta.net.cnRepresentative office of JSC VTB Bank in ItalyAddress: 8, Piazzale Principessa Clotilde, Milan20121, ItalyPhone: +39 02 2901 3278Fax: +39 02 2906 0007Email: m.volkov@vtbitalia.comRepresentative office of JSC VTB Bank in the KyrgyzRepublicAddress: 55, Manasa Avenue, Bishkek 720017,the Kyrgyz RepublicPhone: +996 775 98 3308Fax: +996 775 55 4670Share capitalThe authorised share capital of VTB Bank amountsto RUB 104,605,413,373.38 and is divided into10,460,541,337,338 shares. All shares of the Bankare ordinary registered shares, issued in a nondocumentaryform with a par value of RUB 0.01 each.In accordance with the Bank’s Charter, it has the rightto issue a maximum number of 14,000,000,000,000ordinary shares with a par value of RUB 0.01 each, inaddition to the shares already placed.As of 31 December 2011, there were no outstandingpreferred shares of VTB Bank.The state registration number of VTB Bank’soutstanding ordinary shares is 10401000B. The recorddate for the state registration of the additional issue ofVTB Bank’s ordinary shares is 29 September 2006.The Bank’s shares are traded on the Russian mergedMICEX-RTS stock exchange in Quotation List B, andon the London Stock Exchange (LSE) in the form ofGlobal Depositary Receipts (GDRs).Each VTB GDR is equivalent to 2,000 ordinary shares.The Bank of New York International Nominees is thedepositary bank for the VTB GDR Programme.On 31 December 2011, GDRs accounted for 16.4% ofthe Bank’s share capital.Shareholder structureAt the beginning of 2011, the Federal Agencyfor State Property Management made a decision todecrease its stake in the authorised capital ofVTB Bank. The amount of shares, offered by the Stateto the open market, was 1.04 trillion or 10% of theBank’s share capital. VTB’s share sale became themost successful placement of Russian equity capitalon the stock exchange since the financial crisis.The order book was oversubscribed by more thantwo times, meaning that the demand from investorssubstantially exceeded the number of shares offeredduring the sale.Assicurazioni Generali became the largest singleinvestor in the offering, investing more thanUSD 300 million in VTB shares. Over ten investors eachbought VTB shares worth more than USD 100 million.Number of shares and % of the totalShareholder as of 21 April 2011 as of 31 December 2011Russian Federation, represented by the Federal Agencyfor State Property ManagementFree float of GDRs (Bank of New York InternationalNominees)7,897,477,400,292 shares75.5 %1,781,970,029,875 shares17.03 %7,897,477,400,292 shares75.5 %1,714,445,519,875 shares16.4 %Other institutional investorsIndividual investorsTotal464,662,116,960 shares4.44 % 848,618,417,171 shares316,431,790,211 shares3.03 %10,460,541,337,338 shares100 %8.1 %
VTB Annual Report 201112. Shareholders’ information142TPG Capital and the Chinese sovereign wealth fundChina Investment Corporation (CIC) each investedUSD 100 million. Investors from 20 countries acrossthe world participated in the share offering, which wasorganised by Merrill Lynch, Deutsche Bank and VTBCapital.Following the offering, the stake of the Federal Agencyfor State Property Management in the Bank decreasedfrom 85.5% to 75.5%, while the stakes of foreigninstitutional investors almost doubled and reached17%. The proportion of individual investors in theBank’s share capital increased from 2.8% to 3%.The total number of the Bank’s shareholdersincreased by 9,400 to 168,681 shareholders betweenApril 2010 and April 2011. A significant proportionof the Bank’s shares is held by individual investors.At the end of the reporting period, VTB shares wereowned by 167,126 individuals, 114,062 of whomparticipated in the Bank’s IPO in 2007.VTB Bank is not aware of any shareholders owningmore than 1% of the Bank’s authorised share capital,except those mentioned above. Information on theparticipation of the members of the SupervisoryCouncil and the Management Board in VTB’s sharecapital is available in the Corporate Governancesection of this report.The General Shareholders MeetingThe General Shareholders Meeting is VTB Bank’shighest governing body, and a meeting is heldannually. The date of the meeting is set by theSupervisory Council.The Bank notifies its shareholders about the GeneralShareholders Meeting by a notice, which is publishedin Rossiyskaya Gazeta and on the official website ofthe Bank no later than 30 days prior to the Meeting.Decisions taken at the Annual General ShareholdersMeeting and the results of voting are communicatedto shareholders in the same manner. Ballot papersare sent to shareholders by post no later than 20days prior to the Meeting.Materials related to the General ShareholdersMeeting are available to shareholders at theShareholders’ Support Centres or on the officialcorporate website www.vtb.ruVTB Bank’s GDR holders, who wish to participatein voting on the agenda of the Annual GeneralShareholders Meeting, should contact the depositarybank (The Bank of New York International Nominees)for the GDR programme. The depositary bank’scontact details can be found below.Information about the 2011 Annual GeneralShareholders Meeting can be found in the CorporateGovernance section of this report.Dividend policyOne of the main rights of VTB shareholders is theright to receive a share of the Bank’s net profit inthe form of dividend payments. Dividend paymentsare approved by the Annual General ShareholdersMeeting of VTB Bank, following recommendationsmade by the Supervisory Council. The SupervisoryCouncil bases its recommendations as to the size ofthe dividend payment on the Bank’s net profit.VTB’s Strategy and Corporate Governance Committee,established in 2011, recommended to the SupervisoryCouncil that dividend amounts for 2010-2013 shouldbe between 10% and 20% of the full year net profit,as shown in VTB Group’s IFRS financial results for thereporting years of 2010, 2011, 2012 and 2013.The size of the dividend payment per share, as wellas the period and form of payment are determined atthe Annual General Shareholders Meeting. The sizeof the dividend payment cannot exceed the amountrecommended by the Supervisory Council.Declared dividend payments are made in Russianroubles during a 60-day period following the decisiontaken by the Annual General Shareholders Meeting,either by bank transfer into shareholders’ accounts orin cash, depending on the shareholder’s preference.In accordance with amendments to Russian legislationthat came into force in 2011, any dividends accrued,but unclaimed by shareholders within a period ofthree calendar years, are subject to allocation backto the profit of the Bank. Thus, if a shareholder doesnot claim his or her accrued dividends within threeyears, he or she loses the right to receive them. Thisrule does not apply to shareholders, who receive theirdividends by bank transfer, as the transfer of fundsto a shareholder’s account is considered sufficientevidence of a dividend payment.Dividend paymentsOn 3 June 2011, the Annual General ShareholdersMeeting approved the decision to pay dividends for2010 in the amount of RUB 0.00058 per share.The dividend amount remained at the same levelas in the previous year. The total funds allocated fordividends equalled RUB 6,067 million. The dividendswere paid out to the Bank’s shareholders in July 2011.The amount of dividend payments for 2011 will beapproved by the Annual General Shareholders Meetingof VTB Bank in June 2012. The record of dividendpayments for the years 2007-2010 is set out below.Dividend taxationAs a tax agent, VTB Bank calculates and deducts taxfrom the dividend payments it makes at the year-end.The dividend tax rate for individuals and companieswho are residents of the Russian Federation is 9%,and for non-residents the rate is 15%. The rate isapplied to the taxable dividend amount, which canbe less than the total dividends payable, becausetax has already been withheld from income in theform of dividends that the Bank has earned from itsinvestments in other companies.If a double taxation agreement applies, tax paymentsare made in accordance with the rate specified in theagreement.Mutual funds, foreign institutional and individualinvestors can apply for a tax exemption or a reducedtax rate on dividends received by submittingdocuments to the Bank’s registrar, CJSC VTB Registrar,that demonstrate that they have a right to preferentialtax treatment. A complete list of the requireddocuments can be found at www.vtb.ru.DisclosureVTB Bank strives to maintain the highest level oftransparency in relation to its activities, and disclosesa wide range of information. The publication ofinformation that has to be disclosed in accordance withthe requirements of the Central Bank of the RussianFederation, and in accordance with the Federal Law onthe Securities Market and the Regulation on InformationDisclosure by Issuers of Securities (approved by DecreeNo 06-117/pz-n of the Federal Financial Markets Service(FFMS) on 10 October 2006), is conducted throughauthorised news agencies and the Bank’s corporatewebsite at www.vtb.ru/we/ir/disclosure/VTB publishes its audited consolidated financialstatements under IFRS at the end of the fiscal year.Additionally, the Bank discloses its unauditedcondensed consolidated financial statements at theend of the first, second and third quarters.2007 2008 2009 2010Net profit in accordance with RAS (in RUB million) 17,978 26,894 23,751 43,343Dividend amount per one ordinary share (RUB) 0.00134 0.000447 0.00058 0.00058Total amount of dividend payments (in RUB million) 9,010 3,006 6,067 6,067Dividend payout ratio (% of net profit in accordance with RAS) 50.10 11.10 25.54 14143
Page 4:
VTB Annual Report 2011Statement of
Page 7 and 8:
VTB Annual Report 20111. Financial
Page 9 and 10:
VTB Annual Report 20113. The econom
Page 11 and 12:
VTB Annual Report 20113. The econom
Page 13 and 14:
VTB Annual Report 20114. Management
Page 15 and 16:
Page 17 and 18:
Page 19 and 20:
Page 21 and 22: Today, about 16 million individuals
Page 23 and 24: VTB Annual Report 20114. Management
Page 39 and 40: VTB Annual Report 20115. Corporate
Page 43: VTB Annual Report 20115. Corporate
Page 56 and 57: VTB Annual Report 20118. 8. Выд
Page 58 and 59: VTB Annual Report 20118. Summary co
Page 60 and 61: VTB Annual Report 20118. Summary co
Page 62 and 63: VTB Annual Report 20119. Summary fi
Page 68 and 69: VTB Annual Report 201111. Other Gro
Page 70 and 71: VTB Annual Report 201111. Other Gro
Page 74 and 75: VTB Annual Report 2011144VTB places
Page 76: VTB BankConsolidated Financial Stat
Page 80 and 81: VTB BankConsolidated Statements of
Page 82 and 83: VTB BankConsolidated Statements of
Page 84 and 85: VTB BankNotes to the Consolidated F
Page 122 and 123:
VTB BankNotes to the Consolidated F
Page 124 and 125:
Page 126 and 127:
Page 128 and 129:
Page 130 and 131:
Page 132 and 133:
Page 134 and 135:
Page 136 and 137:
Page 138 and 139:
Page 140 and 141:
Page 142 and 143:
Page 144 and 145:
Page 146 and 147:
Page 148 and 149:
Page 150 and 151:
Page 152 and 153:
Page 154 and 155:
Page 156 and 157:
Page 158 and 159:
Page 160 and 161:
Page 162 and 163:
Page 164 and 165:
Page 166 and 167:
Page 168 and 169:
Page 170 and 171:
Page 172 and 173:
Page 174 and 175:
show all

Annual report 2011 - VTB

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?