TCS Group Holding PLC Announces Results of 2021 AGM

TCS Group Holding PLC Announces Results of 2021 AGM

Limassol, Cyprus - 19 November 2021. TCS Group Holding PLC (Company), Russia's leading provider of online retail financial and lifestyle services via its Tinkoff.ru financial ecosystem, announces the results of its Annual General Meeting of shareholders (AGM) held earlier today.

The AGM was held at the registered office of the Company in Limassol, Cyprus and had a quorum of 140,914,453 votes present, corresponding to 70.70% in number of the votes carried or conferred by the shares giving a right to be present and vote at the meeting. The AGM was chaired by Mr. Constantinos Economides, Chairman of the Board of Directors.

The AGM duly passed all resolutions, in particular:

1. Re-appointment of PricewaterhouseCoopers Limited as auditor of the Company at a remuneration to be determined by the Board of Directors.
2. Re-elections of each of Mr. Martin Cocker, Mr. Ashley Dunster, Mr. Pavel Fedorov, Ms. Maria Gordon, Ms. Margarita Hadjitofi, Mr. Nicholas Huber and Mr. Nitin Saigal to the Board of Directors.
3. The remuneration of the members of the Board of Directors for the year 2021 is capped at US$1.3m.
4. The Board of Directors was granted authority to buy back class A shares or interests in class A shares including global depositary receipts, up to the maximum (10% of subscribed capital) permitted by Cyprus law.
5. Authorizing the Board of Directors to potentially increase the share capital of the Company.
6. A waiver of pre-emption rights (Majority Resolution).
7. The Board of Directors was granted authority to issue and allot shares.
8. Amendment of the Articles of Association of the Company.

The Meeting also received and accepted the Company's Annual Report for 2020.

The Chairpersons of the Audit, Remuneration, Risk and Emerging Risk (Sustainability) and Strategy Committees of the Board of Directors remain respectively Mr. Martin Cocker, Mr. Ashley Dunster, Ms. Margarita Hadjitofi and Mr. Nitin Saigal. All Committees have been reconstituted as before.

Copies of the resolutions passed at the AGM (other than resolutions concerning ordinary business) have been submitted to the UK Listing Authority, and will shortly be available for inspection at the UK Listing Authority's National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

About Tinkoff Group

TCS Group Holding PLC is an innovative provider of online retail and SME financial services. It includes Tinkoff Bank, its mobile virtual network operator Tinkoff Mobile, Tinkoff Insurance, its asset management company Tinkoff Capital, Tinkoff Software DC, a network of development hubs in major Russian cities, and Tinkoff Education. The Group is currently developing Tinkoff ecosystem, which offers financial and lifestyle services.

The Group was founded in 2006 by Russian entrepreneur Oleg Tinkov and has been listed on the London Stock Exchange since October 2013.

The Group's key business is Tinkoff Bank, a fully online bank that serves over 16 mn customers and forms the core of the Tinkoff ecosystem. Tinkoff is the 3rd largest retail bank in Russia in terms of active client-base.  In 2021 Tinkoff has been included in the CBR list of systemically important banks.

Tinkoff Bank is the second largest player in the Russian credit card market, with a share of 14.3%. The 2Q'21 IFRS net profit of TCS Group Holding PLC amounted to RUB 16.1 bn. The ROE was 46.1%.

With no branches, the Group serves all its customers remotely via online channels and a cloud-based call centre. The centre is staffed by over 10,000 employees, making it one of the largest in Europe. To ensure smooth delivery of the Group's products, the Group has a nationwide network of over 10,000 representatives.

Global Finance named Tinkoff Bank the world's Best Consumer Digital Bank in 2020 and 2018, and the Best Consumer Digital Bank in Russia in 2020, 2019, 2018, 2016 and 2015. Tinkoff was also named the Best European Retail Bank of the Year by Retail Banker International in 2020. In 2021, the Banker recognised Tinkoff Bank as Russia's Best-Performing Bank. The bank's mobile app has been consistently praised by local and global independent experts as the best of its kind (in 2013, 2014, 2015, 2016 by Deloitte and in 2018 by Global Finance).