Annual General Meeting

General Meeting of Shareholders

The ultimate governing body of the Bank is the General Meeting of Shareholders. The General Meeting may be attended by the holders of ordinary shares or their authorized nominee shareholders, Board members, Executive Board Chairman-Executive Director, Executive Board, Head of the Internal Audit Service, external auditor and the CB representatives.

The scope of authority of the General Meeting of Shareholders covers issues of strategic importance such as the approval of amendments to the Bank’s charter, reorganization of the Bank, appointment of the Board of Directors, approval of the annual financial statements, approval of the payment of dividends and agreement on their amount, decisions to increase the authorized capital through increasing of the nominal value of shares and allotment of additional shares.

The Procedure for Calling Regular (Annual) and Extraordinary Meetings of Shareholders

The Annual General Meeting of shareholders (the “AGM”) has to be convened within six months of the end of each financial year. Any shareholder meeting other than the AGM is an Extraordinary General Meeting (“EGM”).

Any EGM may be held remotely by distance voting (sending voting ballots). The AGM however must be convened at a location at which the shareholders can attend in person.

The following persons shall have a right to participate in an AGM and EGM:

owners of ordinary shares, with a vote that is equivalent to the quantity and nominal value of the shares they own;
owners of preferred shares, in cases stipulated by the Charter, with a vote that is equivalent to the quantity and nominal value of the shares they own;
members of the Board and the Executive Board of the Bank, with consultative vote;
members of the internal audit, as observers;
the external auditor, as an observer (if the auditor’s report is part of the materials presented in a meeting),
a representative of the CBA, as an observer,
the heads of the regional divisions of the Bank, as observers,
other employees of the Bank for the purpose of presenting reports on the issues included in the meeting agenda,
persons having expert knowledge with respect to the issues included in the meeting agenda.

The Board shall make decision on the date on which to hold the AGM and any EGM, as well as the agenda, procedure of notification and list of the materials and information to be furnished to shareholders in connection with the issues included in the meeting agenda.

EGM's are held following a decision by the Board, either at its own initiative or at the request of the Management Board, Executive Director, Chairman of Management Board, the external auditor, or any shareholder holding at least 10% of voting shares of the Bank at the date of filing such request.

The shareholders shall be notified of an AGM or EGM at least 10 days prior to the date of the meeting by sending registered letters, delivered by hand, post or by e-mail. Notification may be also posted by public announcement on the Internet.

Rights and Obligations of Owners of Each Type of Shares

According to Armenian Law on Joint-Stock Companies and the Bank’s Charter, a holder/owner of ordinary shares is entitled to:

Personally or through an authorized person participate in the Annual or General Meeting, with the right to vote on all the issues decided upon by the meeting
Personally or through an authorized representative participate in the Bank’s management
Receive dividends from the Bank profits when dividends are declared by the Board
Have pre-emptive rights in purchasing shares issued by the Bank, unless otherwise stipulated by law
Have access to the balance sheet, financial and tax reports, in the manner established in the Charter
Make proposals at any Annual or Extraordinary General Meeting
In the case of liquidation of the Bank receive its rightful share of any distributions to shareholders resulting from the liquidation
Assign or otherwise transfer his/her shares to third party
Enjoy other rights stipulated by the Charter.

According to Armenian law on Joint-Stock Companies and the Charter, a holder/owner of preferred shares is entitled to:

Personally or through an authorized person participate in the Annual or General Meeting, with the right to vote on the issues decided upon within the limitations stipulated by law and the Bank’s Charter
Receive dividends from the Bank’s profits in accordance with the procedure and in the amount stipulated at the Annual Meeting
Personally, or through an authorized representative, participate in the an Annual or Extraordinary General Meeting
Obtain the information mentioned in Article 43 of Armenian law on Banks and Banking Activity
In the case of liquidation of the Bank receive its rightful share of any distributions to shareholders resulting from the liquidation
Assign or otherwise transfer the owned shares to third party and
Enjoy other rights stipulated by the Charter.

All shareholders of the Bank shall be obliged to:

Pay in full for shares within the term stipulated as part of the decision to issue new shares
Abstain from disclosing or otherwise making available to third persons of any confidential information related to the Bank’s activities and
Follow the requirements prescribed by the law and the Bank’s Charter.

The rights and obligations of the shareholders may be amended only through a decision at an Annual or General meeting to amend the Charter of the Bank and registering such amendments with the CBA.

According to the Article 154 of the Armenian law on the Securities Market any person who acquires, directly or indirectly, personally or through affiliated persons, more than 5% of the shares in a company with voting rights should notify the company and the CBA no later than 4 business days after crossing the thresholds of 5%, 10%, 20%, 50%, 75% and more, in accordance with the procedure defined by the CBA.

	USD	EUR	RUB	GBP
Կանխիկի մուտքագրման %	-	-	-	3