VTB Bank public joint stock : Аmendment No.1 to VTB Bank (PJSC) Charter

AGREED

Deputy Governor of

the Bank of

the Russia

signature28 July 2021

AMENDMENT NO.1 TO

VTB BANK (PJSC) CHARTER

OGRN: 1027739609391, State Registration Date: 22 November 2002, Bank of Russia Registration No.1000 dated 17 October 1990.

1. To restate Clause 15.5 of the Charter as follows:

"15.5. President and Chairman of the Management Board shall:

• Act on behalf of the Bank without any power of attorney, and represent the Bank's interests;
• Enter into transactions and sign documents for the Bank;
• Decide on opening (closing) internal divisions of the Bank (of a branch) except for sub-offices and operational offices of the Bank;
• Approve the staff list;
• Issue orders and give instructions binding on all staff members of
  the Bank;
• Issue internal regulations and by-laws of the Bank (except for regulations to be approved by the General Shareholders Meeting, the Supervisory Council and the Management Board of the Bank);
• Issue powers of attorney, set procedures for signing agreements and contracts, and for issuing powers of attorney; select officials authorized to represent the Bank in relationships with third parties;
• Act as Employer in labor relationships in compliance with the Labor Code of the Russian Federation entering and terminating employment contract with the Bank employees, stimulating the best performers or imposing disciplinary sanctions;
• Approve nominees to be elected deputy branch managers and deputy chief accountants of a branch;
• Determine the price for the placement of bonds not convertible into the Bank's shares or set a procedure for the determination thereof;
• Approve procedures for the Bank's risk and capital management, as well as stress-testing procedures within the Bank's risk and capital management strategy approved by the Supervisory Council of the Bank, and

shall also ensure the performance of internal procedures applied to assess the Bank's equity (capital) adequacy and maintain it at the set level;

• Approve quarterly reports of the issuer of the Bank's issue-grade

securities;

• Approve reports on the Bank's securities issuance (additional issuance) results, any notice thereon;
• Make decision on writing off any unrecoverable debt under a loan in the amount of not more than RUB five million (or its equivalent in a foreign currency) per borrower against a loan impairment provision, other than decisions on writing off any unrecoverable debt of citizens who are declared insolvent (bankrupt) under Federal Law "On Insolvency (Bankruptcy)", which are to be made in compliance with the rules approved by the Bank's Management Board;
• Make other decisions on the Bank's day-to-day activities. President - Chairman of the Management Board can transfer the

responsibility to decide on some issues falling within its terms of reference to members of the Board, heads of the Bank's branches and representative offices, other persons.

President - Chairman of the Management Board may submit some issues to the Supervisory Council for its approval.

When absent, President - Chairman of the Management Board can transfer its responsibilities to one of the Board members."

2. To restate Clause 15.6 of the Charter as follows:

"15.6. Management Board is a collective executive body of the Bank headed by President - Chairman of the Management Board. The Management Board shall be guided by the Federal Law "On Joint-Stock Companies", the Charter and the Regulation on the Management Board to be approved by the General Shareholders Meeting.

Terms of reference of the Management Board shall include the following:

• Implementing resolutions approved by the General Shareholders Meeting and decisions made by the Supervisory Council;
• Providing adequate working environment for the General Shareholders Meeting, Supervisory Council and Statutory Audit Commission of the Bank;
• Reviewing the Bank's financial statements, including those prepared under the IFRS;
• Making decisions on the publication of the IFRS financial
  statements;
• Making decisions on the Bank's participation in or exit from other institutions (save for participations in associations and other unions of commercial institutions, and also participation in subsidiary companies);
• Making decisions on the Bank getting a status of a principal company in relation to an existing or to be established non-resident company, if to get a status of a principal company in relation to such a company requires permission under the applicable regulations of the Bank of Russia;

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• Making decisions on opening sub-offices and operational offices of
  the Bank;
• Setting fees for recovery of lost Bank bearer bonds;
• Defining the scope of information qualified as business secrets, and setting procedures for safeguarding business secrets at the Bank;
• Approving Regulations on the Bank's branches and representative offices, as well as independent divisions of the Bank;
• Setting out working collegian bodies of the Bank and approving regulations thereon, which determine their functions, including approving internal documents and regulations of the Bank;
• Submitting materials to the Supervisory Council for approval;
• Approving candidates for branch manager and chief accountant positions in Bank branches;
• Approving a Branch standard organizational structure and remuneration system;
• Approving the Bank's performance results for the reporting period and decision-making on bonuses to the Bank's employees;
• Reviewing the Bank divisions' performance reports;
• Approving the Bank's budget for the next fiscal year;
• Writing off unrecoverable debt under a loan in the amount of not more than RUB five million (or its equivalent in a foreign currency) per borrower against loan impairment provisions;
• Approving the rules of setting the terms and conditions, as well as the procedure of writing off unrecoverable debt under loans made to citizens declared insolvent (bankrupt) under Federal Law "On Insolvency (Bankruptcy)" against loan impairment provisions;
• Other issues related to the Bank's daily activities submitted to the Management Board for approval by the President - Chairman of the Board."

Amendments are made as resolved by the annual General Shareholders Meeting of VTB Bank (PJSC) (Minutes No.56 dated 01 July 2021).

President and Chairman
of the Management Board	signature	Andrey L. Kostin

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