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appointments of recent unbiased administrators and arrange of recent Board committees

TCS Group Holding PLC (TCS)
04-May-2021 / 11:12 MSK
Dissemination of an official announcement, transmitted by the EQS Group.
The issuer is solely responsible for the content of this announcement.

TCS Group Holding PLC: Appointment of new independent directors and establishment of new board committees

Limassol, Cyprus – – May 04, 2021. TCS Group Holding PLC (TCS LI) (the “Group”), Russia’s leading provider of online financial and lifestyle services through its Tinkoff ecosystem is pleased to announce that Ashley Dunster, Masha Gordon, Margarita Hadjitofi, Nick Huber and Nitin Saigal have agreed to join the company’s Board of Directors and serve as Independent Non-Executive Directors (INEDs).

All will join the Board of Directors on May 11, 2021. Oliver Hughes joined the company’s Board of Directors on March 25, 2021 as Executive Director.

Ashley Dunster and Nitin Saigal will join the existing Board of Directors Compensation Committee and Masha Gordon, Nick Huber and Nitin Saigal will join the existing Board Audit Committee and increase the committee’s resources. Both committees are made up of INEDs and will continue to do so.

In parallel to the expansion of the Board of Directors, the company will shortly set up two new committees, a committee on risks and emerging risks (“sustainability”) and a strategy committee. The company provides that the first members of the Committee on Risks and Emerging Risks (“Sustainability”) will be Masha Gordon, Nick Huber and Margarita Hadjitofi (Chair) and the Strategy Committee – Ashley Dunster, Mascha Gordon, Oliver Hughes, Nick Huber and chaired by Nitin Saigal.

Finally, Alexios Ioannides, who has been a director since November 2008, will leave the Board of Directors in May 2021. Oliver Hughes commented, “On behalf of all of Tinkoff’s employees, I would like to take this opportunity to thank Alexios for his support throughout his years of service and for his contribution to the impressive growth of Tinkoff.”

Alexios Ioannides commented, “It has been an honor and privilege to serve Tinkoff as a board member since 2008. It has been a pleasure to work with everyone and share knowledge and experience as together we have contributed to the growth and success of the company over the course of the company Years, with the listing on the London Stock Exchange being a milestone in 2013. I would like to take this opportunity to thank my fellow board members and the Tinkoff team for the fantastic collaboration we have had over the years and I wish everyone every success the companies in the future. “

All of these appointments to the Board of Directors are initially made by voting of the Board of Directors. GDR owners are asked to vote on the proposed list of the administrative board at the next general meeting in August 2021.

As previously announced, these changes will be made as part of TCSGH’s program to improve corporate governance. With these steps, the first wave of expansion and diversification of the range of skills, experience and background of the Board of Directors will be implemented. Further changes are expected in the course of 2021. Ultimately, the company seeks to have its audit, compensation and sustainability committees composed entirely of INEDs and an INED as Chairman of the Board of Directors with the necessary appointments over the coming months, while ensuring an orderly transition and continuity of the Board of Directors.

Oliver Hughes, CEO Tinkoff:

“”All of the company’s employees welcome the new directors and look forward to their contribution to Tinkoff’s strategic decision-making process. This expansion of the Board of Directors marks another milestone in the Group’s governance development. ”

The most important biographical details and official information of the appointed persons are listed below:

ASHLEY DUNSTER

Ashley worked for Capital Group Private Markets (“CGPM”) and retired at the end of the year 2018 after 21 years. CGPM is the private equity arm of Capital Group, a US-based global asset manager with an AUM of over $ 2 trillion. CGPM has invested 6 global emerging market private equity funds in over 100 companies with $ 6.5 billion equity commitments. Ashley was Co-Chief Investment Agent for CIPEF VI ($ 3 billion) and for prior funds the managing partner for EMEA.

With a Bachelor of Engineering (University of Melbourne) and a Master in Mathematical Modeling & Numerical Analysis (University of Oxford) Ashley joined the management consultancy The LEK Partnership in 1990. Three years of corporate strategy focused on Poland. Then came the European Bank for Reconstruction and Development,1993 to 1997with a focus on private equity funds in Russia and Central Europe.

Today Ashley is a Non-Executive Director at JPMorgan Russian Securities PLC, a publicly traded investment trust at LSE (approx. GBP 300 million MCap), Chairman of the Investment Committee at Uhuru Investment Partners (West African private equity fund worth US $ 110 million) and member of the BV Investment Committee 2019 ($ 100 million Russian private equity fund managed by Baring Vostok Capital partner.

MASHA GORDON

Masha Gordon began her career as a journalist at the Washington Post in Moscow and later studied in the United States. Graduated from the University of Wisconsin with a BA in Political Science and a MALD from Tufts University’s Fletcher School.

Masha spent the next 16 years of her career in finance. She spent 12 years at Goldman Sachs, where she was General Manager, Investment Management, and most recently led the portfolio management team for emerging markets at PIMCO.

She switched to a portfolio career as a non-executive board in 2014 and is currently chairing the board of directors of Detsky Mir, an independent director of Alrosa, the Moscow Stock Exchange and Polyus Gold.

Her portfolio of nonprofit functions includes serving on the Advisory Board of Tufts University’s Fletcher School and a trustee of the Girls Day School Trust, the UK’s largest network of private girls’ schools.

On June 11, 2016, Masha set a new Guinness record in the Explorers Grand Slam, an endurance challenge that involves climbing the highest peaks on all continents, including Everest and skiing to the North and South Poles

MARGARITA HADJITOFI

Margarita Hadjitofi is the founder and director of M. Hadjitofi LLC, a Cypriot law firm specializing in corporate, commercial, banking and finance law. Before starting her own law firm, Margarita was a partner in a leading Limassol law firm.

She has been a member of the Cyprus Bar Association since 2007.

Margarita holds a law degree (LLB) from Western Sydney University and a Bachelor of Commerce (Business and Finance) from the same university. She received a Master of Laws (LLM) from the University of Sydney.

Margarita is a member of STEP (Society of Trust and Estate Practitioners) and a member of the Board of Directors of STEP Cyprus.

NICK HUBER

Nick is a partner at Ribbit Capital, a Palo Alto, California-based investment firm focused on the intersection of financial services and technology. Ribbit Capital has built a portfolio of over 75 investments by private and public corporations on six continents and a variety of sectors in financial services including banking, payments, personal finance, investing and wealth, credit, insurance, crypto assets, financial infrastructure, financial software, and home finance . In addition to pursuing new investments at Ribbit, Nick serves on the boards of several private companies in the Ribbit Capital portfolio.

Nick was previously Director of Corporate Development at Lending Club, a San Francisco-based fintech company focused on consumer credit, where he led or supported acquisitions, investments, partnerships and fundraising. Prior to the Lending Club, he was with JP Morgan in New York City in the investment bank’s group of financial institutions, advising clients on M&A and fundraising. He holds a BS in Finance from the Farmer School of Business at Miami University

NITIN SAIGAL

Nitin Saigal is the founder and chief investment officer of Kora, an investment firm specializing in the global technology and financial services industries. Kora conducts in-depth basic research through its global infrastructure in New York, São Paulo, Mumbai, Shanghai, Moscow, and Tokyo, and seeks to invest in exceptional teams that build lasting businesses in emerging markets. Nitin was born and raised in India. He received a BA from Harvard College and an MBA from Harvard Business School.

After the above changes, the TCSGH Board of Directors is composed as follows:

role

Examination Board

compensation Committee

Risk and Emerging Risk Committee

strategy Committee

Martin Cocker

INED

chair

member

Ashley Dunster

INED

member

member

Constantinos Economides

Chairman of the Board of Directors, ED

Masha Gordon

INED

member

member

member

Margaret Hadjitofi

INED

chair

Nick Huber

INED

member

member

member

Oliver Hughes

Group CEO, ED

member

Jacques the Megreditchian

INED

member

chair

Nitin saigal

INED

member

member

chair

Mary Trimithiotou

ED

Apart from the directorships mentioned above, there are no matters that need to be disclosed under Listing Rule 9.6.13.

For inquiries:

Tinkoff

Artem Lebedev
PR department

+ 7 495 648-10-00 (ext. 2202)

Alexandr Leonov

+ 7 495 648-10-00 (ext. 35738)

pr@tinkoff.ru

Tinkoff

Larisa Chernysheva
IR department

+ 7 495 648-10-00 (ext. 2312)

Andrey Pavlov-Rusinov

ir@tinkoff.ru

TCS group H.old PLC

TCS Group Holding PLC is an innovative provider of online financial services for private customers. The portfolio includes Tinkoff Bank, the operator of a virtual cellular network Tinkoff Mobile, Tinkoff Insurance, the management company Tinkoff Capital, Tinkoff Software DC, a network of development centers in the largest cities in Russia, and Tinkoff Education. The group is currently developing the Tinkoff ecosystem, which provides financial and lifestyle services.

The group was founded in 2006 by Russian entrepreneur Oleg Tinkov and is listed on the London Stock Exchange and the Moscow Stock Exchange.

The group’s largest business is Tinkoff Bank, a fully online bank that serves over 13 million customers and is the core of the Tinkoff ecosystem.

With a share of 14.0%, Tinkoff Bank is the second largest provider on the Russian credit card market. TCS Group Holding PLC’s 2020 IFRS net income amounted to RUB 44.2 billion. The ROE was 40.6%.

Without branches, the group serves all of its customers remotely via online channels and a cloud-based call center. To ensure smooth delivery of the group’s products, the group has its own nationwide network of agents.

Global Finance named Tinkoff Bank the world’s best digital consumer bank in 2018 and 2020, the best digital consumer bank in Russia in 2020, 2018, 2016 and 2015, and the best digital consumer bank in Central and Eastern Europe in 2019 and 2020. The Banker Tinkoff Bank was named Bank of the Year in Russia in 2017 and 2013 and the Top Performing Russian Bank in 2020. The bank’s mobile app has consistently received the best ratings and awards in the industry (from Deloitte in 2013, 2014, 2015, 2016) and from Global Finance in 2018 and 2020) and in 2020 was ranked among the top 3 best Russian employers by Forbes.

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