TCS Group Holding PLC (TCS)
TCS Group Holding PLC: appointment of new directors and committee change
Limassol, Cyprus - 09 September 2021. TCS Group Holding PLC (TCS LI) (the "Group"), Russia's leading provider of online financial and lifestyle services via its Tinkoff ecosystem, is pleased to announce further changes to its Board of Directors.
The Group now announces that Pavel Fedorov and Marilou Pavlou have agreed to join the Board of Directors of the Company. Pavel will join as a non-executive Director (NED) and Marilou as an executive Director (ED). These appointments enhance the Board of TCSGH with market-leading expertise in business development, international markets, legal and compliance, acquisitions and partnerships - all key aspects of Tinkoff's growth strategy.
Pavel and Marilou will join the Board on 10 September 2021.
Pavel will become a member of the Strategy Committee of the Board while also advising the Group on strategic development issues, including some of the international expansion projects.
Initially both these appointments are made by vote of the Board. GDR holders will be invited to cast their vote on the proposed line up of the Board at the next AGM to be held later in 2021.
These changes complement Board appointments made in March and May 2021 and together with other changes push forward our initiative to enhance TCSGH's corporate governance. The Board appointments made in 2021 align the composition and competences of our Board with the status of Tinkoff as one of the leading global fintech companies, as well with the strategy of our rapidly evolving business.
The Company reiterates its commitment to appointing an INED as the Chairman of the Board of Directors, with further changes to be phased in over the coming months to bring the Board to around 9-10 Directors while ensuring seamless transitions.
Key biographical details and regulatory disclosures of the appointees are set out below:
Pavel Fedorov: A native of Novosibirsk, Russia, Pavel started off his career at Morgan Stanley in 1997. He spent the majority of his 13 years at the Firm with the European Telecoms, Media and Tech Group becoming a Managing Director in 2007 and over these years advised global, European and CIS clients on strategic projects, venture, private and public capital raising.
At the end of the 2000's Pavel moved to Moscow, where he worked (with a one-year break for civil service in 2012-2013) in a variety of executive and advisory roles with Russia's leading LSE-listed companies in the natural resource industries.
Pavel received his Diploma in Economics/Operations Research from Novosibirsk State University and graduated as Edmund Muskie Fellow from the University of Washington with MBA in Finance.
Marilou Pavlou: Marilou Pavlou is the founding partner of Marilou Pavlou Christodoulides LLC, a full service Cyprus law firm known for its expertise in corporate and M&A advisory services.She specialises in international mergers and acquisitions, general corporate and commercial work, financial regulation and capital markets.
Marilou graduated in Modern History from Oxford University and continued with post graduate studies in Law at BPP Law School before qualifying and working at a top tier City firm in London. She is dually qualified in Cyprus and in England & Wales (as a solicitor).
In 2009 she moved to Cyprus working at one of Cyprus' leading law firms where she handled high profile international transactions, IPOs on foreign stock exchanges, as well as pioneering transactions such as the first ever privatisation of a state-owned enterprise in Cyprus.
She is also a Board member of the Cyprus British Business Association and a Certified NOMAD (nominated adviser to issuers listing on the Cyprus stock exchange).
Other than the directorships highlighted above, there are no matters requiring disclosure pursuant to listing Rule 9.6.13.
Following the changes, the composition of the Board and the allocation of Committee responsibilities will be as follows, effective 10 September 2021:
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.
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 2,500 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).
Editor's notes: An independent non-executive director (INED) is a member of the Board of Directors who does not have a material or pecuniary relationship (other than director fees) with the Company or related persons. Their role is to provide independent oversight and constructive challenge to the executive team (who may include directors, EDs).
A non-executive director (NED) is a member of the Board of Directors who is not part of the executive team but does have a material relationship (such as a consultancy contract) with the Company or related persons.
Some of the information in this announcement may contain projections or other forward-looking statements regarding future events or the future financial performance of the Group and Tinkoff Bank. You can identify forward looking statements by terms such as "expect", "believe", "anticipate", "estimate", "intend", "will", "could," "may" or "might", the negative of such terms or other similar expressions. The Group and Tinkoff Bank wish to caution you that these statements are only predictions and that actual events or results may differ materially. The Group and Tinkoff Bank do not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Group and Tinkoff Bank, including, among others, general economic conditions, the competitive environment, risks associated with operating in Russia, rapid technological and market change in the industries the Group operates in, as well as many other risks specifically related to the Group, Tinkoff Bank and their respective operations.
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