VTB Bank public joint stock : Regulation on VTB Bank (PJSC) Management Board

APPROVED

by the VTB Bank (PJSC) General Shareholders Meeting

Minutes No. 56 dated 01.07.2021

Regulation

on the VTB Bank (PJSC) Management Board

1. 1. General Provisions

2. Management Board is a collegial executive body of VTB Bank (PJSC) (the "Bank"), which manages current Bank activity together with the sole executive body - President and Chairman of the Management Board. The Management Board reports to the Bank's General Shareholders Meeting and to the Supervisory Council.
3. In performing its activities, the Management Board is guided by the Federal Laws "On Banks and Banking Business", "On the Central Bank of the Russian Federation (Bank of Russia)", "On Joint Stock Companies" and other federal laws, as well as other regulations of the Russian Federation, enactments of the Bank of Russia (the "Legislation"), the Bank's Charter, resolutions of the General Shareholders Meeting and the Supervisory Council, as well as this Regulation.
4. Determination of the quantitative and personal composition of the Management Board, the election and early termination of authority of members of the Management Board are performed upon the resolution of the Bank's Supervisory Council.
   The Management Board Secretary, who is not a Board member and is appointed by the President and Chairman of the Management Board, provides technical support at and between the Management Board meetings.
   When absent, the Management Board Secretary shall be replaced by a Bank employee who is appointed by the President and Chairman of the Management Board.
5. The Board is headed by the President and Chairman of the Management Board. The term of office of the President and Chairman of the Management Board and other members of the Board are determined by the resolution of the Bank's Supervisory Council on establishment of the Bank's executive bodies, but shall not exceed five years.
   Deputies of the President and Chairman of the Management Board are members of the Management Board in accordance with their job title.
   The term of office of the Management Board members that were appointed to replace the Board members that retired before the end of their term or in case of an increase in the number of members, may not exceed the term of office set for President and Chairman of the Management Board.
   Agreements with the President and Chairman of the Management Board and the Management Board members are signed for a term, which may not exceed their term of office set by the Supervisory Council subject to the limitations set out herein. Such agreements are signed by the Chairman of the Supervisory Council or any other

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member duly authorized by a respective resolution of the Supervisory Council. There is no limit to the number of times the Board members can be re-elected. The Supervisory Council may at any time make a decision on an early

termination of the authority of the Management Board members by cancelling agreements signed with such members and approving a resolution about a new membership of the Management Board.

If the period of authority of the Board members has expired and upon the expiry of this period there is no approved resolution on forming a new Management Board, the authority of the Management Board members remains valid until the approval of such a resolution.

1.5. A person acting as the President and Chairman of the Management Board, its Deputy and a member of the Management Board may not hold a position of CEO or chief accountant in other organizations (which are credit institutions, foreign banks, insurance and clearing organizations, professional securities market participants, organizers of trading in commodity and (or) financial markets, equity investment funds, specialized depositories of investment funds, unit investment funds and non-state pension funds, organizations engaged in pension benefits and pension insurance, asset management companies of investment funds, mutual funds and private pension funds, microfinance companies and organizations that are engaged in leasing activity, or affiliates of the Bank. These restrictions do not extend to the banks and credit institutions (a bank or any foreign bank) being material subsidiary companies of each other, and the Bank's affiliates designated as non-profit organizations, (except for state corporations). These limitations do not extend to the membership of the President and Chairman of the Management Board and other Board members in the boards of directors (supervisory councils) of other legal entities.

Participation of persons acting as President and Chairman of the Management Board or the Board members in governance bodies of other legal entities shall be allowed only if approved by the Bank's Supervisory Council.

2. Terms of Reference

The 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, the the 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 financial statements prepared under the IFRS;
• Making decisions on the Bank's participation or termination of participation in other organizations, (except for participation in associations and other groups of commercial entities, and 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 a permission under the applicable regulations of the Bank of Russia;
• Making decisions on opening sub-offices and operational offices of the Bank;

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• Setting fees for recovery of the Bank's lost bearer bonds (unregistered);
• 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, representative offices and independent structural divisions;
• Establishing the Bank's collegial bodies and approving regulations thereon, determining their functions, including those related to the approval of the Bank's by- laws and regulations;
• Submitting materials for approval by the Supervisory Council;
• Approving nominees to be appointed heads and chief accountants of the Bank's branches;
• Approving standard organizational chart and remuneration system of the branches;
• Approving the Bank's performance results for the reporting period and decision-making on bonuses to the Bank's employees;
• Reviewing the Bank structural divisions' performance reports;
• Approving the Bank's budget for the next financial year;
• Writing off unrecoverable loan debt in the amount of not less 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 day-to-day activities submitted to the Management Board for approval by the President and Chairman of the Management Board.

1. 3. Procedure for Preparing the Board Meetings

2. The Management Board meetings shall be held as and when necessary but at least once a month in line with a quarterly plan approved by the Management Board. This plan shall be drafted by the Management Board Secretary in compliance with the Charter, resolutions of the General Shareholders Meeting, instructions of the President and Chairman of the Management Board, and previous decisions of the Management Board, as well as on the basis of suggestions from members of the Management Board and heads of the Bank's structural divisions. The draft plan shall be submitted for approval by the President and Chairman of the Management Board.
   Suggestions from the Management Board members and heads of structural divisions shall be submitted to the Management Board Secretary before the 20th day of the last month of the current quarter. A meeting of the Management Board may be convened at the request of the Supervisory Council.
3. A draft plan of the Board meetings shall include the following:

• Issues commissioned to the Management Board by the Supervisory Council;
• Issues related to decisions made by the Management Board;
• Proposals made by the President and Chairman of the Management Board,

the Board members and heads of structural divisions.

For each issue, there shall be appointed a structural unit responsible for preparing the necessary documents and other materials, as well as the timeframe for their submission to the Management Board.

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1. At the initiative of the President and Chairman of the Management Board, or any other Board member upon agreement with the President and Chairman of the Management Board, an amendment can be made to the approved schedule of the Management Board meetings, which is also subject to the Board approval.
2. The Board may consider issues proposed by the President and Chairman of the Management Board and not included in the approved plan of the Management Board meetings.
   Management Board members and heads of structural divisions may at their own initiative submit to the President and Chairman of the Management Board proposals that are not included in the approved plan of the Management Board meetings.
3. An agenda for each meeting of the Board shall be made by the Management Board Secretary and agreed with the President and Chairman of the Management Board. At least three days prior to the meeting, as a rule, the agenda shall be delivered to all members of the Board, heads of structural divisions responsible for the preparation of issues on the agenda, and, under the instruction of the President and Chairman of the Management Board, to other officers and employees of the Bank invited to attend the meeting.
4. An agenda of the Management Board meeting shall include:

• Issues specified in the plan of the Management Board meetings;
• Issues to be considered in line with the decision made at a previous meeting of the Management Board; and
• Issues proposed by the President and Chairman of the Management Board, or by other Board members or heads of structural divisions, which were agreed with the President and Chairman of the Management Board.

1. When instructed by the President and Chairman of the Management Board, the Management Board Secretary shall inform heads of the divisions involved of the need to prepare background materials for certain issues on the Management Board agenda.
2. All materials for issues included into the agenda shall be prepared by the divisions in charge, and, if necessary, shall be agreed with other involved divisions by endorsing draft resolutions. The materials shall also be agreed with the supervising Management Board member, and shall be submitted to the Management Board Secretary at least three days prior to the meeting.
   All materials shall be brief and concise, but shall provide a thorough analysis of the issues to be considered by the Management Board. When the Management Board is considering a banking transaction or a deal, or if it is otherwise required, relevant materials shall contain economically feasible conclusions based on the necessary calculations. As a rule, the size of background materials shall not exceed 4 pages, except for financial statements and other bank reporting materials.
   Draft resolutions of the Management Board shall be agreed with the structural division in charge, structural divisions responsible for the legal support of the Bank's activities, other structural divisions involved and the supervising Management Board member.
3. Based on the plan of the Board meetings and background materials

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submitted, the Management Board Secretary shall prepare draft agenda for a Management Board meeting and submit it to the President and Chairman of the Management Board for approval.

Simultaneously, the President and Chairman of the Management Board shall approve a list of the Bank's heads of structural divisions and employees from responsible and involved divisions, who shall attend the Board meeting to consider the relative issues.

3.10. Prior to the meeting, the Management Board Secretary shall distribute the agenda of the meeting informing all participants of the Board meeting of its date, time and place. All the necessary materials shall be attached to the agenda.

The Management Board Secretary shall be responsible for distributing background materials for the issues on the agenda of the Management Board meeting and inviting persons eligible to attend the meeting in accordance with the list approved by the President and Chairman of the Management Board.

The Management Board Secretary shall send the most comprehensive set of background materials, prepared for the meeting, to the Management Board members, to the structural division responsible for the legal support of the Bank's activities, and to the Bank's division in charge of the internal control and assistance to the governance bodies in ensuring efficient performance of the Bank.

Heads of responsible and involved structural divisions, as well as the Bank's officers invited to attend the Management Board meeting, shall only receive the materials related to their activities.

4. Procedure for Holding the Board Meetings

1. The President and Chairman of the Management Board shall arrange a meeting of the Management Board and shall preside at the meeting. In his absence, his functions shall be assumed by a member of the Management Board appointed by the President and Chairman of the Management Board.
   The President and Chairman of the Management Board may convene extraordinary meetings of the Management Board for considering urgent or pressing issues.
2. The quorum for a valid meeting of the Management Board shall be one half of its elected members. Should the number of the Management Board members become less than the quorum requirement, the Supervisory Council shall make a decision to form the Management Board.
3. If the quorum requirement is met, the Management Board meeting shall be opened by the President and Chairman of the Management Board who will suggest approving the meeting agenda.
   During the meeting, the President and Chairman or a member of the Management Board may propose any amendment to the approved agenda, which shall be accepted if supported by a majority of the attending Management Board members.
4. Participants of the Management Board meeting are members of the Management Board, its Secretary and head of the structural division responsible for the legal support of the Bank's activities. Other officers of the Bank may also attend the meeting by a decision of the President and Chairman of the Management Board.
   If invited by the President and Chairman of the Management Board,