The annual report summarizes Bank Vozrozhdenie's performance in 2008. Despite difficult economic conditions, the bank increased assets by 27%, maintained a high quality loan portfolio, strengthened liquidity, and grew performance indicators. The bank increased return on equity to 23.3% and return on assets to 2.5%, while reducing costs. Looking ahead, the bank plans to increase loan loss provisions and remain profitable in 2009 by relying on its traditional client base of small and medium businesses and retail customers.

1. Annual Report 2008
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2. “The difficult economic situation in 2008 demonstrated
that our conservative policy and reliance on long-term
client relationships enable the Bank to get through all
trials with distinction.
The economic instability will, of course, continue
in 2009, but Bank Vozrozhdenie looks confidently to
the future and plans to maintain the high performance
of its business and strengthen its positions on
the market.”
Dmitry Orlov,
Chairman of the Management Board, Bank Vozrozhdenie

3. Contents
4 A Letter of the Chairman of the Management Board
of Bank Vozrozhdenie
6 Portrait of the Bank
7 Bank’s Shareholders
10 Bank’s Strategy
11 Highlights of 2008
11 The Bank’s Key Performance Indicators in 2008
12 Main Events of 2008
13 Major Transactions
16 Corporate Governance
17 Dividend Policy
17 Corporate Governance Structure
18 Management Bodies
18 Board of Directors
23 Chairman of the Management Board
23 Management Board
28 Control Over the Bank’s Financial and Business Activity
30 Russian Economy and Banking System in 2008
42 Key Business Segments
43 Retail Business
47 Corporate Business
54 Bank Cards
56 Activity on the Financial Markets
60 Risk Management
60 Capital Adequacy
61 Credit Risks
65 Liquidity Risks
67 Market Risks
67 Interest Risk
70 Financial Results
74 Independent Auditor’s Report
80 Information Technology
82 Human Resources
86 The Bank and the Community
88 Information on Meeting the Provisions
of the Corporate Conduct Code
95 Adress and Contacts

4. A Letter of the Chairman
of the Management Board
of Bank Vozrozhdenie
Dear shareholders, partners and colleagues! With the continuation of the unfavorable situation in 2009,
the Bank faces new challenges to boost efficiency, further cut
2008 was not an easy year for the Russian banking costs and, of course, reduce credit risks. The Bank’s plans for
system and the country’s economy in general. In such 2009 include a substantial increase in loan loss provisions,
circumstances, the professionalism of the Bank’s employees from 4.8% of the loan portfolio at the end of 2008 to 7–7.5%
and the confidence of the Bank’s clients and partners play given a normal course of events or even to as much as 8–9%
a decisive role. if the pessimistic scenario becomes a reality. Nevertheless,
the Bank plans to remain profitable in 2009 as well.
We planned for slower growth and the deterioration of
the situation in 2008, and hence we were well prepared by The crisis has proved the soundness of the Bank’s traditional
the time the crisis hit in the fall of 2008, having accumulated orientation toward clients from the small and medium
a substantial amount of liquid assets, reduced the growth of business sector and retail customers, as well as its
lending and adapted lending practices to the new conditions. commitment to providing comprehensive banking services.
Our close knowledge of our clients and the long-term
A conservative policy and preemptive action against relationships that we have built enable us to look at 2009 with
increased macroeconomic risks enabled the Bank, despite confidence.
the difficult situation, to grow assets by 27%, maintain
the high quality of its loan portfolio, strengthen liquidity and
demonstrate further growth of performance indicators.
Dmitry Orlov
We are pleased to report that in 2008 the Bank managed to
increase return on equity to 23.3% from 21% in 2007 and
return on assets to 2.5% from 2.1%, while reducing the cost-
to-income ratio from 62.7% to 52.7%, surpassing the target
of 60%.
In order to reduce operating costs, the Bank slowed regional
expansion, opening only ten new branches, closing three of
its less successful offices and expanding the ATM network
by 92 machines. The introduction of a new automated
banking system reached its final phase and is scheduled for
completion in 2009.
We are grateful to our clients and financial partners for
the confidence in us. Customer funds with the Bank grew
by 11% in 2008. In October 2008 some clients decided
to withdraw their deposits and the Bank fulfilled all its
obligations without any delay. In February 2009 we fully
recovered the autumn outflow of retail term funds.
In July 2008 the Bank raised a 10-year subordinated loan
from two international development institutions – Germany’s
DEG and FMO of the Netherlands. That allowed us to
increase the capital adequacy ratio from 15,2% to 15,7% and
confirmed international investors’ confidence in the Bank.
4 BANK VOZROZHDENIE 5 ANNUAL REPORT 2008

5. Portrait of the Bank Bank’s Shareholders
Key indicators Bank Vozrozhdenie, which received its banking license in Bank Vozrozhdenie authorized capital of 250,431,990 rubles
1991, is now one of Russia’s leading financial institutions, consisting of 23,748,694 ordinary (94.8% of authorized
Assets RUB 141.2 bln ranking among the country’s top 30 banks. capital) and 1,294,505 preferred shares with a fixed dividend
Loans RUB 99.3 bln rate (5.2% of the authorized capital), each with a face value of
Bank Vozrozhdenie is developing as a personal bank for 10 rubles.
Deposits RUB 51.8 bln
corporate and retail clients.
Net income RUB 3.1 bln Bank Vozrozhdenie shares are traded on stock exchanges in
Equity RUB 15.1 bln • Within its operations with corporate clients, the Bank is Russia and other countries:
ROE 23.3%
focused on developing and supporting small and medium • The Bank’s shares are traded on Russia’s MICEX and RTS
businesses, which account for 70% of the corporate loan (ticker symbol VZRZ) stock exchanges and are included
Number of retail clients 1,350,000
portfolio. in the MICEX Financial Index. The common shares were
Number of corporate clients 55,000 • In its work with retail clients, the Bank is focused on raising included in the A2 listings of both exchanges in 2007.*
Employees 6,635 funds. Retail deposits make up 39% of liabilities. • About 2.3% of common shares (541,165 shares) are part
of a Level-1 ADR (American Depositary Receipts) program
Branch network 176
With the aim of creating a convenient and accessible and are traded on the Frankfurt, Berlin and Stuttgart stock
ATMs 642 infrastructure for clients, the Bank is striving to develop an exchanges.
efficient sales network. The key region is the Moscow Region, Largest shareholders on 12.05.2008
where the Bank has the most extensive sales network, The register of the Bank’s shareholders as of January 1, 2009
Ranking in Russia’s banking system* second only to Sberbank, and which accounts for 60% of our Shareholder Share in authorized capital, % listed more than 839 legal entities and 6,389 individuals,
client base. many of whom became shareholders more than 10 years
Dmitry Orlov 30.70
Loans to small & medium businesses 2 ago. About 40% of authorized capital is held by foreign
Bank Vozrozhdenie is proud of the quality of its corporate Burlington Trading Co Limited 12.71 institutional investors.
Retail deposits 10
governance and high level of risk management. Brysam Global Partners, L. P. (USA) 9.37
Pretax profit 16
The Bank’s market capitalization as of January 1, 2009 was
ATM network 16 Total 52.78
• The Bank has been recognized as the most transparent 6,684,070,000 rubles.
Branch network 17 Russian bank for shareholders and investors (Standard &
Client funds 25
Poor’s studies for 2006 and 2007). Bank Vozrozhdenie’s strategic goals are to achieve a fair
• The Bank’s creditworthiness has been affirmed by market valuation of its shares and to develop its business for
Assets 28
international rating agencies. Moody’s has affirmed its the benefit of all shareholders.
*Source: RBC Rating rating of Ba3/D-/NP, negative outlook, and the rating from Share price on MICEX
Standard & Poor’s is BB-/ruAA-, negative outlook. ‘000 shares Quotes Trading volume (shares)
70,000 2,000
• The Bank has been preparing financial statements under
1,800
International Financial Reporting Standards since 1991. 60,000 2005 2006 2007 2008
1,600
• The Bank has an active Audit Committee and Human 50,000 1,400 MICEX 186,347 349,139 2,050,384 2,940,351
Resources and Compensation Committee, and meetings of 1,200
40,000 RTS 174,238 167,152 380,851 167,612
the Board of Directors are held according to the best world 1,000
practices. 30,000 800 OTC market - - 14,790,607 16,624,485
20,000 600
German
400
10,000 exchanges 481,939 227,539 234,059 76,391
200 (ADR)
0 0
Total 842,524 743,821 17,455,901 19,808,839
01.01.08
01.02.08
01.03.08
01.04.08
01.05.08
01.06.08
01.07.08
01.08.08
01.09.08
01.10.08
01.11.08
01.12.08
* Bank Vozrozhdenie ordinary shares were transferred from the A2 List on the RTS
Volume of trading, RUB (left scale) Stock Exchange to the non-listed securities section by the Bank’s request
as the Bank’s shares are not actively traded on RTS and the total number of
Price (right scale) transactions with the Bank’s shares is very small on this trading floor.
6 BANK VOZROZHDENIE 7 ANNUAL REPORT 2008

6. Professional Business Strategy
Vozrozhdenie Bank adheres to
a conservative development strategy
based on organic growth. This approach
has enabled us to maintain a high level
of reliability and remain the only private
bank to be ranked consistently among
the 30 largest in Russia.

7. Bank’s Strategy Highlights of 2008
Bank Vozrozhdenie • The bank's cards business generates a growing
proportion of the Bank’s commission income and enables
The Bank’s Key Performance Indicators in 2008
is a personal bank it to expand its range of services to retail and corporate RUB mln USD mln
clients. The Bank puts an emphasis on customer service
for corporate and retail clients. technologies, reliable services, the development of its ATM
Results to IFRS 2008 2007 2006 2008 2007 2006
network and introduction of new services based on bank Assets
141,211 111,404 73,426 4,806 4,539 2,789
at end of the year
Bank Vozrozhdenie is focused on providing comprehensive cards.
services to corporate and retail clients. By offering clients average for the year 128,171 91,767 58,376 5,169 3,603 2,147
a broad range of services the Bank achieves a high level of We see the Bank’s technological sophistication as crucial
Equity
cross sales and high proportion of stable non-interest income to remaining competitive and improving the quality of client 15,065 11,890 5,509 513 484 209
at end of the year
in its revenue structure. The Bank’s business is growing services, so the development of technology is an important
average for the year 13,469 9,086 4,192 544 358 154
along with constant control over costs in order to improve component of the Bank’s strategy. By the middle of 2010
efficiency, reduce the share of unit operating costs and the Bank plans to complete the transition of all branches Net interest income 8,494 5,570 3,484 289 227 132
ensure high return on equity. and divisions to a new technology platform. The automated
Provisions 2,199 885 393 75 36 15
banking system (ABS) that is being introduced allows
One of the Bank’s main priorities is to increase customer centralized management of the Bank’s product line, and is Non-interest income 4,836 3,577 2,386 165 146 86
loyalty and strengthen competitive positioning by developing integrated in real time with the Bank’s payments processing Operating expenses 7,029 5,732 4,243 239 234 157
the Bank’s brand and improving the quality of customer system, Bank-Client system and Processing Center.
Disposal & restructuring 0 0 -150 0 0 –5
service.
The Bank is growing organically and specializes in traditional Profit before tax 4,102 2,530 1,084 140 103 41
The Bank’s business is segmented into four key areas: banking services, maintaining a low level of dependence
Tax 965 626 283 33 26 11
the retail business, corporate business, bank card business on borrowing in public capital markets, whilst operating in
and operations on financial markets. financial markets only to support liquidity. Net profit 3,137 1,904 801 107 78 30
Earnings per share RUB 125 RUB 80 RUB 39 $ 4.25 $ 3.26 $ 1.48
• In the corporate segment, the Bank focuses on servicing In order to improve the quality of its services, the Bank
medium and small businesses, striving to diversify its is building an efficient sales network based on branches Return on equity 23% 21% 19%
client base by various sectors of the economy. The Bank and ATMs. The future growth of Bank Vozrozhdenie’s sales Return on assets 2.5% 2.1% 1.4%
supports clients at every stage of business development. In network will take place primarily in European Russia, in
the medium term the Bank intends to increase its market regions with strong economic potential. We do not intend to
share in the corporate segment and strengthen its position expand our business outside of Russia.
in the Top-20 Russian banks by volume of services provided
to corporate clients, particularly medium and small We aim to further increase the proportion of professional
businesses. investors among the Bank’s shareholders, boost the liquidity
Leveraging established relationships with corporate clients of its shares and increase its market capitalization.
and strong market positions in the regions, the Bank strives Management continues to control a substantial portion
to increase cross sales, offering employees of corporate of the Bank’s capital and is implementing a development
clients retail banking products and products based on bank strategy aimed at increasing business performance and
cards. market capitalization to the benefit of all shareholders.
• In the retail sector the Bank makes a particular effort to As a public bank Bank Vozrozhdenie is constantly striving
attract term deposits. A substantial resource base founded to improve transparency and corporate governance.
on household savings constitutes one of the Bank’s primary International experts at Standard & Poor’s have repeatedly
competitive advantages and shields it from serious shocks. recognized ours as the most transparent Russian bank for
The Bank plans to increase market share in this segment shareholders and investors, while a survey of the investment
and maintain its position in the Top-10 Russian banks community conducted by Thomson Reuters recognized
in such areas as retail deposits, clearing and payment Bank Vozrozhdenie as having the best investor relations of
services. any company in the banking and finance.
10 BANK VOZROZHDENIE 11 ANNUAL REPORT 2008

8. Main Events of 2008 • Bank Vozrozhdenie recognized as best public company for Major Transactions
investor relations in the financial sector, in the Thomson In 2008 Bank Vozrozhdenie did not put together any large
Business developments Reuters Extel Survey – Focus CIS 2008, conducted deals (as defined by the Article 78 of the federal law
• Ten new branches were opened while three by Thomson Reuters in partnership with the Interfax No. 208-FZ On Joint-stock Companies).
underperforming offices were closed. International Information Group.
• Bank Vozrozhdenie issued over 1.25 million cards, • The strength of Bank Vozrozhdenie’s brand was confirmed Related party transactions
including over 100,000 revolving credit cards. by authoritative ratings. Bank Vozrozhdenie was one of just According to a decision made by the annual General Meeting
• The equity investment fund Brysam Global Partners seven Russian banks included in a rating of the 500 leading of Shareholders (Minutes No. 1 dated June 27, 2008),
acquired 9.9% of Bank Vozrozhdenie common shares and global financial companies by brand value, published by the Bank put together deals (loans, guarantees, deposits,
became one of the Bank’s largest shareholders. BrandFinance at the end of 2008. acquisition of rights of claim and other operations under
• Bank Vozrozhdenie raised 10-year subordinated loan the license on execution of banking operations) in which
of US$50 million from two international development Cooperation with the authorities members of the Board of Directors and executives bodies
institutions: Germany’s DEG and FMO of the Netherlands. • Bank Vozrozhdenie joined the Moscow small business of the Bank were recognized as interested parties under
• The Bank introduced new services for ATM users, including lending program. Article 81 of the federal law No. 208-FZ On Joint-stock
the option of depositing into the accounts of MasterCard • Bank Vozrozhdenie renewed status as authorized bank of Companies.
cards issued by any Russian bank at Bank Vozrozhdenie, at the Moscow Government.
ATMs, at capable of accepting cash. • Bank Vozrozhdenie entered into a general deposit The deals were made by the Bank in the course of its daily
• The Bank introduced new products based on bank cards: agreement with the state corporation Housing and Public business activity. The substantive conditions of the interested
- Revolving credit cards with grace period (previously Utilities Reform Fund. party deals made by the bank did not differ from
the Bank offered credit cards without a grace period); • Bank Vozrozhdenie qualified to bid in Finance Ministry the conditions of other similar deals made by the Bank.
- Exclusive cards in the Visa line: Visa Infinite credit auctions for deposits of federal budget funds.
cards. • Bank Vozrozhdenie was included in a list of lenders The amount of each deal (several related deals) made by
• Standard & Poor’s assigned Bank Vozrozhdenie whose guarantees can be used as a security under the by the Bank with each interested party did not exceed the limit
counterparty ratings: BB- long-term, B short-term, and Central Bank loans. (5,850,000 rubles) set by the decision of the Annual General
ruAA- on the national scale. • Bank Vozrozhdenie won the right to receive unsecured Meeting of shareholders of Bank Vozrozhdenie.
loans from the Central Bank of Russia.
Corporate governance The amount of each deal with credit risk concluded with
• The Bank approved a risk management strategy. Stronger market positions interested parties did not exceed the limit (2,000,000 rubles),
• The Bank set up a Human Resources and Compensation • Bank Vozrozhdenie for the first time ranked among and the amount of several related deals with each interested
Committee. the world’s Top-1000 banks as published by The Banker. party did not exceed the limit (4,000,000 rubles) set by
• Bank Vozrozhdenie ranked among the Top-100 Russian the decision of the Annual General Meeting of shareholders
Market recognition banks by market capitalization, published by Kommersant- of Bank Vozrozhdenie.
• Bank Vozrozhdenie ranked among the five companies with Dengi.
the best corporate governance in Russia in a survey carried • Bank Vozrozhdenie ranked among the 30 best Russian
out by Troika Dialog. banks by key indicators, according to Expert RA.
• Bank Vozrozhdenie rank in 11th in a rating of bank • Bank Vozrozhdenie ranked in second place among
recognition and 10th in a rating of client loyalty to banks, Russian banks in lending to small and medium businesses
in a survey conducted by the National Agency for Financial according to RBC Daily.
Studies (NAFI).
12 BANK VOZROZHDENIE 13 ANNUAL REPORT 2008

9. Transparency and Openness
Vozrozhdenie Bank’s greatest asset is
our strong, strong relationships with our
customers, shareholders and partners, based
on openness and transparency. It is these
relationships that distinguish us today and will
continue to distinguish us in the future.

10. Corporate Governance
Bank Vozrozhdenie has a diversified shareholder structure, Achievements in corporate governance in 2008 Dividend Policy Corporate Governance Structure
with a free float of about 60%. Maintaining a corporate • Bank Vozrozhdenie ranks among the five companies with Under the Provision on Dividend Policy, which regulates
governance system comparative to the best global practices the best corporate governance in Russia, in a survey the procedure and conditions for annual dividend payments,
and constantly enhancing them have contributed greatly conducted by Troika Dialog. the amount of funds set aside for dividend payments should
to the Bank’s competitiveness. Thanks to active efforts to • Bank Vozrozhdenie was recognized as the best company not exceed 10% of net profit earned in the completed
increase the transparency of its business, in its many years within the public financial sector in the area of investor financial year. Dividends on preferred shares amount to
on the public market the Bank has earned a reputation relations according to the Thomson Reuters Extel Survey – 20% of face value. The provision fully protects the rights
among Russian credit institutions as a leader in corporate Focus CIS 2008. This survey was carried out by Thomson of shareholders as well as takes into account the dynamic
governance. Reuters in partnership with the Interfax International development requirements set out by Bank Vozrozhdenie.
Information Group.
The principles and procedures of corporate governance are • Yulia Vinogradova, Adviser to the Chairman of the Bank’s The text of the Provision on Dividend Policy is posted on
set up in the Bank’s Article of Association, which defines Management Board was declared the best Investor Bank Vozrozhdenie website, www.vbank.ru/en, in the section
the structure of governance and the powers of the Bank’s Relations professional in the financial sector for the second Investor Relations – Corporate Governance – Internal
management bodies and its internal control and audit bodies. consecutive year, by the Thomson Reuters Extel Survey – Documents.
Focus CIS 2008.
In 2004 the Bank adopted a Corporate Governance Code,* Main conditions of dividend payments
which together with the Code of Corporate Ethics sets out The priorities in 2009 will be to further improve the corporate • The existence of a net profit for the previous financial year.
the following additional obligations of Bank Vozrozhdenie: governance system in the following areas: • The absence of restrictions on dividend payments
stipulated by Russian legislation.
• Increase information transparency; • Development strategy; • The absence of outstanding losses from past years.
• Improve the decision making processes; • Management of bank risks (improving the system of risk • A recommendation from the Board of Directors and
• Reduce risks; assessment, expanding the methodological base for decision of the General Meeting of Bank’s shareholders
• Prevent conflict of interest; analysis); to pay dividends.
• Ethical principals that guide the Bank in relations with • Policy for prevention of conflicts of interest;
shareholders, clients, business partners, state and • Improvement of information policy (increasing the level
municipal authorities, competitors and employees. of information transparency); Declared and accrued dividends
• Procedure for reporting to the Board of Directors by on Bank Vozrozhdenie shares
Priorities for corporate governance development in 2008 executive and control bodies.
• Distribution of powers among management bodies. 2007 2006
• Organization of activities of the Board of Directors,
Amount of Amount of
including relations with executive bodies. % of share dividends, % of share dividends,
• Development of rules and procedures to support face value ‘000 RUB face value ‘000 RUB
observance of corporate ethics principles. Ordinary shares 5 11,874 5 10,374
• Improvement of internal control system.
• Special attention was paid in 2008 to improving procedures Preferred shares 20 2,589 20 2,589
for risk management and control over financial and Total 14,463 12,963
business operations.
* A new version of the Corporate Governance Code, renamed the Corporate
Conduct Code in line with Federal Financial Markets Service (FFMS)
recommendations, was approved by the decision of the Board of Directors
(Minutes No. 6 dated March 30, 2009) in March 2009.
16 BANK VOZROZHDENIE 17 ANNUAL REPORT 2008

11. Management Bodies Board of Directors In accordance with best corporate governance practices Board of Directors report
The Board of Directors is the management body that carries and recommendations of the FFMS Corporate Conduct The Board of Directors that was elected at the annual General
General Meeting of Shareholders out general management of the Bank’s operations, with Code independent directors have been elected to Meeting of Shareholders in 2008 held four meetings in
The General Meeting of Shareholders is Bank Vozrozhdenie the exception of issues that, under current legislation Bank Vozrozhdenie Board of Directors since 2002. the period to December 31, 2008. Another four meetings are
highest management body. The Bank provides for equal and the Articles of Association, fall within the scope of The Board uses the most conservative criteria to determine scheduled to be held before the annual General Meeting of
participation of all shareholders in the meeting, their timely responsibilities of the General Meeting of Shareholders. the independence of members of the Board of Directors. Shareholders in 2009.
notification into preferences regarding timing of the event as The Regulations on the Board of Directors define
well as the provision of information needed to make strategic The Board’s responsibilities include strategic planning independent directors as those who: The Board of Directors in 2008 focused on issues concerning
decisions as laid out in the meeting agenda. of the Bank’s activities, monitoring its financial and business management of bank risk.
operations, establishing and implementing an effective − who have not been an official or an employee of the Bank
Bank Vozrozhdenie holds an annual General Meeting of system of internal control, ensuring the observance of for the previous 3 years; The Board of Directors considered the following priority
Shareholders to review and allow all shareholders to discuss shareholders’ rights, as well as overseeing the activities − who is not an official of another entity where any official issues:
the results of the Bank’s operations in the previous financial of the executive bodies. of the Bank is a member of the Human Resources and
year. In the period between the annual meetings the Board Compensation Committee of the Board of Directors; • The creation of the Audit Committee and Human Resources
of Directors might decide to hold an extraordinary meeting Bank Vozrozhdenie Board of Directors has 12 members − who is not an affiliated person to an official of the Bank; and Compensation Committee of the Bank’s Board of
of shareholders at its own discretion, or at the request of who are elected by a cumulative voting during the annual − who is not an affiliated person to the Bank (except for Directors;
the Audit Commission, the auditor or shareholders who own General Meeting of Shareholders for the period until the next the membership in the Board of Directors) and an affiliated • The approval of strategy on managing bank risks;
at least 10% of voting shares of the Bank. annual General Meeting or extraordinary General Meeting person to its affiliated persons; • The liability of members of the Board of Directors and
where the agenda includes the election of new members to − who is not a party in liabilities with the Bank which terms executive bodies for incurring losses to the Bank as a result
Bank Vozrozhdenie gives its shareholders a real opportunity the Board of Directors. presuppose that he/she may acquire property (receive of inefficient management of bank risks;
to participate in the management of the business. Holders funds) with the value of not less than 10 percent of total • Review of the Bank’s results under IFRS;
of more than 2% of voting shares can submit proposals for A new Board of Directors was elected at the General Meeting annual income, except for remuneration for participation • Amendments to the Bank’s Articles of Association
the agenda of shareholder meetings, as well as nominate of Bank Vozrozhdenie shareholders held on June 27, 2008. in the activity of the Board of Directors of the Bank; and material conditions of Agreements with members
candidates for the Board of Directors. In order to ensure Newly elected to the Board were Robert Willumstad, − who is not a major counterparty of the Bank (a counterparty of the Bank’s Management Board and Chairman of
the most effective decision making process the Bank managing partner at Brysam Global Partners; with the total amount of transactions between him/her the Management Board.
provides its shareholders with the opportunity to review Vladimir Panskov, former Russian finance minister (1994– and the Bank throughout the year of 10 or more percent
documents and information relating to issues pertinent 1996) and former Audit Chamber auditor (1997–2006); and of the balance sheet value of the Bank’s assets); The Board of Directors’ key decisions were:
to the shareholder meeting agenda 30 days before the date Yury Poletayev, former chief executive of Moscow Narodny − who has not been a member of the Board of Directors
of the meeting. Bank, London (2000–2005). of the Bank for more than 5 years; • Decision to set up the Audit Committee and the Human
− who does not represent the government. Resources and Compensation Committee of the Board
The new Board, at its first meeting which took place at of Directors;
the end of the shareholder meeting, elected Yury Marinichev In the past fiscal year the Board of Directors had six • Decision on approval and making Alterations to
as Chairman. independent directors, all of them are recognized as No. 7 of the Bank’s Articles of Association;
professionals in the areas of their activity. • Decision on approval of the Bank’s strategy on risk
management;
• Decision on approval of significant conditions of
Agreements with members of the Bank’s Management
Board;
• Decision on approval of principles of bonus payments
to the employees of the Bank’s Head Office, establishing
the procedure of paying compensations to members
of the Bank’s executive bodies.
18 BANK VOZROZHDENIE 19 ANNUAL REPORT 2008

12. The Board of Directors approved a number of new internal • The Human Resources and Compensation Committee Board of Directors
regulations of the Bank: gives the Board of Directors recommendations on
appointments to management positions, and recommends Share in authorized Elected to the Board
• A new edition of the Provision on making large deals, deals candidates for election to the Board of Directors. Name, year & place of birth, title capital Education Membership in committees of Directors
with interested-parties and deals on lending to related The Committee also develops the Bank’s policy on incentive Yury M. Marinichev
Moscow Road Institute;
parties of Bank Vozrozhdenie; programs, including recommendations on compensation 1937, Russia
S. Ordzhonikidze Engineering
Chairman of the Board of Directors; 0.23 1994
• Regulation on making deals on assignment of for senior executives. and Economics Institute of
Chairman of the Board of the Moscow Regional Union
Bank Vozrozhdenie rights (claims) on loans given to legal Moscow
of Consumer Cooperatives
entities; The members of the Human Resources and Compensation
Dmitry L. Orlov
• Corporate Ethic Code of Bank Vozrozhdenie. Committee are: Robert B. Willumstad (Chairman of 1943, Russia 30.70 Moscow Finance Institute 1994
the Human Resources and Compensation Committee), Chairman of the Bank’s Management Board
The committees of the Board of Directors Yuri V. Poletayev and Otar L. Margania.
Robert B. Willumstad
Two committees have been established under the Board 1945, USA
of Directors to oversee key issues affecting the Bank’s The Human Resources and Compensation Committee held Independent Director;
Chairman of the Human
development on behalf of shareholders. three meetings in the period from its election to December Senior Adviser, Brysam Global Partners;
– Adelphi University Resources & Compensation 2008
Member of the Board of Directors, AEF;
31, 2008. Another three meetings are scheduled to be Member of the Board of Directors, IXE;
Committee
• The Audit Committee oversees the preparation of financial held in the period before the annual General Meeting of Member of the Board of Directors, CIB;
statements, fulfillment of financial targets and financial Shareholders in 2009. Member of the Board of Directors, Johnson & Son, Inc.
audits of the Bank. In addition the Committee gives Lyudmila A. Goncharova
recommendations on the appointment of independent 1958, Russia
Deputy Chairwoman of the Bank’s Management Board;
auditors and supervises their work. In order to ensure Ternopol Finance &
Chairman of Council of Garmoniya pension fund; Member 1.41 1996
maximum protection of shareholders’ interests Economics Institute
of the Board of Directors of LLC Baltiisky Kurort;
the Committee includes three non-executive members of Chairman of the Board of Directors of CJSC V-Registr;
Chairman of the Board of Directors of OJSC Yunost
the Board of Directors and is headed by an independent
member of the Bank’s Board of Directors. Alexander V. Dolgopolov
1961, Russia
Moscow G.V. Plekhanov
Deputy Chairman of the Bank’s Management Board;
The members of the Audit Committee are: Member of the Board of Directors of OJSC Avista;
0.36 Institute of the National 1997
Economy
Vladimir G. Panskov (Chairman of the Audit Committee), Member of the Board of Directors of Garmoniya
Alexander N. Zhizhayev and Nikolai S. Zatsepin. pension fund
Valery P. Zhigulich
The Audit Committee held four meetings in the period from 1952, Russia
Sverdlovsk Institute of
its election to December 31, 2008. Another three meetings Independent Director; 0.002 2007
the National Economy
Member of the Board of Directors of OJSC S. A. Zverev Plant
are scheduled to be held in the period before the annual in Krasnogorsk
General Meeting of Shareholders in 2009.
Alexander N. Zhizhayev
Moscow Auto-Mechanical
1946, Russia – Member of Audit Committee 2005
Institute
Independent Director
20 BANK VOZROZHDENIE 21 ANNUAL REPORT 2008

13. Share in authorized Elected to the Board Chairman of the Management Board Management Board
Name, year & place of birth, title capital Education Membership in committees of Directors
The Chairman of the Management Board of In order to ensure effective day-to-day management
Nikolai S. Zatsepin Bank Vozrozhdenie is responsible for managing current of the Bank’s operations, the Board of Directors elects
1951, Russia
0.16
Moscow Institute of Civil
Member of Audit Committee 1994 operations in accordance with the powers given to him a corporate executive body – the Management Board. It
General Director of CJSC Mozhaisk Wholesale Aviation Engineers
& Retail Company
by the Articles of Association and the General Meeting of is responsible for making critical decisions regarding
Shareholders. the operational management of the Bank’s activities
Otar L. Margania which require joint approval. The Management Board has
Member of Human Resources
1959, Russia 1.28 Leningrad State University 2003
Senior Vice President, VTB Bank
& Compensation Committee Dmitry Orlov is the Chairman of the Management Board 12 members.
of Bank Vozrozhdenie. He was born in 1943 and graduated
Nikita S. Mikhalkov
from the Moscow Finance Institute with a specialty in Credit Compensation for members
1945, Russia
Independent Director; Russian State Institute of and Finance. A 40-year veteran of the Russian banking of the Bank Vozrozhdenie management bodies
– 2007
Chairman of the Management Board of Studia TRITE LLC; Cinematography sector Mr. Orlov has been the Chairman of Vozrozhdenie’s Total amount of compensations (salary and bonuses) paid to
President of the Russian Cultural Fund;
Management Board since the Bank’s foundation in 1991. members of Bank Vozrozhdenie executive bodies in 2008 was
Chairman of the Union of Russian Cinematographers
242,189,476 rubles.
Vladimir G. Panskov Mr. Orlov is the Chairman of the Board of Trustees of
1944, Russia
Independent Director; 0.003 Moscow Finance Institute Chairman of Audit Committee 2008
the Finance Academy under the Government of the Russian
Professor, Russian State Distance Learning Finance Federation, a Member of the Board of the Association
& Economics Institute of Russian Banks, and a Member of the Board of
Yury V. Poletayev Representatives of Authorized Banks for the City of Moscow.
Member of Human Resources
1943, Russia – Moscow Finance Institute 2008
& Compensation Committee
Independent Director Dmitry Orlov has a 30.7% share in Bank Vozrozhdenie
authorized capital.
22 BANK VOZROZHDENIE 23 ANNUAL REPORT 2008

14. Management Board
Share in the authorized Share in the authorized
Name, positions at the Bank and other organizations capital Education, professional experience Name, positions at the Bank and other organizations capital Education, professional experience
Dmitry L. Orlov Alexander A. Bolvinov
Moscow Finance Institute;
1943, Russia 1962, Russia Moscow State Institute of International Relations;
30.70 Has been working with the Bank since 1991, has more than
Chairman of the Bank’s Management Board; Head of Human Resources Department; – Has been working with the Bank since 2000 and has 13 years
40 years experience in the banking system
Member of the Bank’s Board of Directors Member of the Board of Directors of Garmoniya pension fund experience in the banking system
Lyudmila A. Goncharova
1958, Russia Sergei N. Malinin
Deputy Chairwoman of the Bank’s Management Board; G.V. Plekhanov Institute of the National Economy in Moscow;
Ternopol Finance & Economics Institute; 1963, Russia
Member of the Bank’s Board of Directors; – Has been working with the Bank since 1993 and has more than
1.41 Has been working with the Bank since 1991, has more than Head of Corporate Department;
Chairman of Council of Garmoniya pension fund; 16 years experience in the banking system
29 years experience in the banking system Member of the Board of Directors of OJSC Avista
Member of the Board of Directors of LLC Baltiisky Kurort;
Chairman of the Board of Directors of CJSC V-Registr; Alla A. Novikova Moscow Institute of Railway Transport Engineers;
Chairman of the Board of Directors of OJSC Yunost 1957, Russia 0.002 Has been working with the Bank since 1991 and has 24 years
Chief Accountant experience in the banking system
Tatyana F. Gavrilkina
Moscow Finance Institute;
1959, Russia Finance Academy of the Russian Government and the State
0.12 Has been working with the Bank since 1991, has more than Andrey A. Shalimov
Deputy Chairwoman of the Bank’s Management Board; University – Higher School of Economics;
27 years experience in the banking system 1973, Russia 0.00002
Head of Finance Department Has been working with the Bank since 1993 and has more than
Head of Treasury
15 years experience in the banking system
Alexander V. Dolgopolov
1961, Russia
G.V. Plekhanov Institute of the National Economy in Moscow;
Deputy Chairman of the Bank’s Management Board;
0.36 Has been working with the Bank since 1994, has more than
Member of the Bank’s Board of Directors;
14 years experience in the banking system
Member of the Board of Directors of OJSC Avista;
Member of the Board of Directors of Garmoniya pension fund
Mark M. Nakhmanovich K.A. Timiryazev Academy of Agriculture in Moscow;
1957, Russia 0.45 Has been working with the Bank since 1993, has more than
Deputy Chairman of the Bank’s Management Board 15 years experience in the banking system
Yury I. Novikov
Leningrad State University;
1962, Russia
– Has been working with the Bank since 2003 and has more than
Deputy Chairman of the Bank’s Management Board;
13 years experience in the banking system
Head of the Bank’s Northwestern Regional Center
Dmitry A. Strashok
All-Union Institute of Agriculture;
1951, Russia
0.24 Has been working with the Bank since 1994 and has more than
Deputy Chairman of the Bank’s Management Board;
15 years experience in the banking system
Chairman of the Board of Directors of LLC Baltiisky Kurort
Rushan A. Abdullin Finance Academy of the Russian Government;
1968, Russia – Has been working with the Bank since 1993 and has more than
Head of Banking Technologies 15 years experience in the banking system
24 BANK VOZROZHDENIE 25 ANNUAL REPORT 2008

15. Management Board
Dmitry L. Tatyana F. Lyudmila A. Alexander V. Mark M. Yury I. Dmitry A. Rushan A. Alexander A. Sergei N. Alla A. Andrey A.
Orlov Gavrilkina Goncharova Dolgopolov Nakhmanovich Novikov Strashok Abdullin Bolvinov Malinin Novikova Shalimov
Chairman of the Bank’s Deputy Chairwoman of Deputy Chairwoman Deputy Chairman Deputy Chairman of Deputy Chairman of Deputy Chairman of Head of Banking Head of Human Head of Corporate Chief Accountant Head of Treasury
Management Board; the Bank’s Management of the Bank’s of the Bank’s the Bank’s Management the Bank’s Management the Bank’s Management Technologies Resources Department;
Board; Management Board; Management Board; Board Board; Board; Department;
Member of the Bank’s Member of Member of the Board
Board of Directors Head of Finance the Bank’s Board Member of the Bank’s Head of the Bank’s Chairman of the Board Member of the Board of Directors of
Department of Directors; Board of Directors; Northwestern Regional of Directors of of Directors of OJSC Avista
Center LLC Baltiisky Kurort Garmoniya pension
Chairman of Council Member of the Board fund
of Garmoniya of Directors of
pension fund; OJSC Avista;
Member of the Board Member of the Board
of Directors of Directors of
of LLC Baltiisky Garmoniya pension
Kurort; fund
Chairman
of the Board
of Directors
of CJSC V-Registr;
Chairman
of the Board
of Directors
of OJSC Yunost