Committee for Minority Shareholders relations

The Committee for Minority Shareholder Relations of Sberbank of Russia was established to generate a system within Sberbank aimed at maintenance of efficient liaison with the Bank's minority shareholders and to enhance its investment attractiveness. The Bank's minority shareholders repeatedly advanced the initiative of such board establishment. The Committee's activity serves to increase the Bank's capitalization and to protect the Bank's shareholders' rights and interests.

The committee is an advisory and consultative board that, if necessary, considers proposals of minority shareholders on improvement of the Bank's corporate governance, provides recommendations to the Bank's executive boards and the Supervisory Board on enforcement and protection of rights and legitimate interests of the Bank's minority shareholders. The Committee contributes to a clarification of the Bank's policy and development strategy to the minority shareholders. The Committee's resolutions are not binding. The Bank's minority shareholders and their representatives, the Bank's officers and representatives of the Bank's registrar may be members of this committee. The candidates' working experience and competence shall be considered when appointing the Committee's members. The minority shareholders may independently run as candidates for the Committee's members.

Members of the Committee are approved by CEO, Chairman of the Board. The candidacy of the Committee's Chairman is approved by the Bank's Supervisory Board. Anton Viktorovich Danilov-Danilyan, a minority shareholder of the Bank, previously a member of the Bank's Supervisory Board, was elected the Committee's Chairman.

Members of the Committee for Minority Shareholders Relations of Sberbank:

The Chairman of the Committee
A.V. Danilov-Danilyan a minority shareholder of Sberbank of Russia
Members of the Committee
M.G. Lyubomudrov a minority shareholder of Sberbank of Russia
A.A. Navalny a minority shareholder of Sberbank of Russia
M.N. Nedelsky the General Director of JSC Status (registrar of the Bank)
I.N. Repin a minority shareholder of Sberbank of Russia
D.A. Udalov a minority shareholder of Sberbank of Russia
A.E. Belyanina The Managing Director, Head of Investor Relations of Sberbank of Russia
Committee Secretary
A.S. Ryabenkova Investor Relations of Sberbank of Russia

REGULATIONS ON THE COMMITTEE
FOR MINORITY SHAREHOLDER RELATIONS
OF JOINT-STOCK COMMERCIAL SAVINGS BANK
OF THE RUSSIAN FEDERATION (OPEN JOINT-STOCK COMPANY)

APPROVED
by Resolution of the Supervisory Board
of Sberbank of Russia
of 9 December 2008 Minutes No. 93 § 4.4

These Regulations are developed pursuant to the recommendation of the Supervisory Board of Sberbank of Russia (the Bank) and regulate establishment, competence and arrangement of operation of the Committee for Minority Shareholder Relations of the Bank (the Committee)

  1. GENERAL
  2. MEMBERS OF THE COMMITTEE
  3. THE COMMITTEE'S TERMS OF REFERENCE
  4. ORGANIZATION OF THE COMMITTEE'S OPERATIONS
  5. CONCLUDING PROVISIONS


  1. GENERAL

1.1. The Committee is established to generate a system within the Bank aimed at maintenance of efficient liaison with the Bank's minority shareholders and enhancement of the Bank's investment attractiveness. The Committee's activity serves to increase the Bank's capitalization and to protect the Bank's shareholders' rights and interests.

1.2. The committee is an advisory and consultive board that, if necessary, considers proposals of minority shareholders on improvement of the Bank's corporate governance, provides recommendations to the Bank's executive boards and the Supervisory Board on enforcement and protection of rights and legitimate interests of the Bank's minority shareholders. The Committee contributes to a clarification of the Bank's policy and development strategy to the minority shareholders.

1.3. The Committee shall in its operation be guided by the laws of the Russian Federation, these regulations, other regulations, the Charter and by-laws of the Bank.

1.4 The Committee's resolutions shall not be binding.

1.5. Regulations on the Committee, information on the Committee's composition, issues considered at the Committee's meeting and adopted resolutions shall be posted on the Bank's corporate website by the Committee Secretary.

  1. MEMBERS OF THE COMMITTEE

2.1. The Committee shall consist of at least 6 members.

2.2. The Bank's minority shareholders and their representatives, the Bank's officers and representatives of the Bank's registrar may be the Committee's members.

2.3. Members of the Committee, including the Committee's Chairman and Secretary shall be approved by resolution of the CEO, Chairman of the Board not later than 1 month after the annual General Meeting of the Bank's Shareholders.

The candidacy of the Committee's Chairman shall be approved by the Bank's Supervisory Board as advised by the CEO, Chairman of the Board.

2.4. Only a minority shareholder of the Bank may be appointed as the Committee's Chairman.

During the Committee Chairman's absence his/her duties shall be performed by the Committee member authorized by the Chairman.

Only an officer of the Bank (Committee member) may be the Secretary of the Committee.

2.5. The powers of the Committee members shall be effective until the next annual General Meeting of the Bank's Shareholders.

2.6. The candidates' working experience and competence shall be considered when appointing the Committee's members.

2.7. The minority shareholders' proposals on their self-nomination as candidates to the Committee's members shall be sent by regular mail at: Sberbank of Russia, the Committee for Minority Shareholder Relations, 19 Vavilova St., Moscow, 117997. The following shall be attached to the letter: extract from the shareholders' register maintenance system of Sberbank of Russia, or the securities account statement (issued not later than 2 weeks before the date of the request that certifies that the minority shareholder holds shares); information on the candidate, including his/her surname, name, patronymic, education, scientific and practical corporate governance knowledge, address and contact phone number, and other data as the candidate may deem fit.

2.8. If the minority shareholder (the Committee's member) ceases to hold the Bank's shares, he/she shall, within seven days, forward a letter to the CEO, Chairman of the Board about his/her withdrawal from the Committee. The Committee's Chairman shall procure that the Committee's members at all times observe this provision.

  1. THE COMMITTEE'S TERMS OF REFERENCE

3.1. Comprehensive examination of the shareholders' proposals and initiatives on improvement of the Bank's corporate governance, elaboration of recommendations on extension of the minority shareholders' participation in the Bank's activity, quality enhancement of the customer assistance system and of services provided.

3.2. Consolidation and bringing of the minority shareholders' proposals and initiatives to the notice of the Bank's executive boards and, if necessary, the Bank's Supervisory Board.

3.3. Clarification of the Bank's policy and development strategy for the Bank's minority shareholders and investors.

  1. ORGANIZATION OF THE COMMITTEE'S OPERATION

4.1. The Committee's Chairman shall be in charge of the Committee's operation who is personally responsible for the Committee's deliverables and achievement of all tasks set.

4.2. The Chairman of the Committee shall:
а) organise the Committee's operation;
b) call and chair the Committee's meetings;
c) determine the Committee's meeting form and approve the agenda;
d) select the persons to be invited to attend the Committee's meeting;
e) arrange the keeping of and sign the minutes of the Committee's meetings;
f) allocate obligations among the Committee's members;
g) instruct the Committee's members to study the issue in detail and prepare materials for consideration at the Committee's meeting;
h) inform the President, Chairman of the Bank's Executive Board and, if necessary, the Bank's Supervisory Board of the outcome of the Committee's work;
i) supervise observance of the resolutions adopted;
j) perform other duties as may result from the Committee's goals and tasks.

4.3. The Committee's Secretary shall:
а) notify the Committee's members of oncoming meetings and provide them with materials on the agenda items;
b) draw up and sign minutes of the Committee's meeting;
c) ensure safe-keeping of the minutes;
d) execute extracts from the minutes as requested by the concerned parties;
e) implement the instructions of the Committee's Chairman.

4.4. The Committee shall operate on a regular basis. The Committee's meetings shall be convened as and when necessary, but at least 4 times a year.

4.5. The Committee's operation means consideration of the agenda items during its meetings. The meeting dates and procedure for holding meetings shall be established by the Committee's Chairman. At least 50% of the Committee's members present shall constitute a meeting's quorum. Resolutions shall be adopted by a simple majority of votes. In the event of a tied vote, the Committee's Chairman shall have the casting vote.

4.6. The Committee's meetings may be held as a teleconference and absentee meetings with proper consideration of the written opinion of the Committee's absent members on the items in question. Availability of a written opinion of the Committee's absent member as to all items in question shall be taken into account during determination of the meeting quorum.

4.7. The meeting agenda shall be adopted by the Committee's Chairman.

4.8. The notice of the Committee's oncoming meeting shall be sent by e-mail by the Committee's Secretary not later than 3 days before the meeting date together with materials on all the meeting agenda items.

4.9. Other persons may be invited to participate in the meeting as decided by the Committee's Chairman.

4.10. The Committee's Secretary shall compile the minutes based on the meeting results where the following is indicated:
а) the meeting date, time and venue;
b) the meeting participation list, including the Committee's members and invited persons;
c) the meeting agenda;
d) proposals and remarks made during discussion of the items in question;
e) voting results on items in question and resolutions adopted.

4.11. The minutes shall be executed within 2 business days from the meeting date.

  1. CONCLUDING PROVISIONS

5.1. These Regulations, together with amendments and supplements thereto, shall be approved by the CEO, Chairman of the Board.

Secretary of the Committee for Minority Shareholder Relations:

Anastasia Sergeevna Ryabenkova

Telephone: +7 (495) 957-59-60
E-mail: ASRyabenkova@sberbank.ru

Investor Relations Department:

19 Vavilova St, Moscow 117997
E-mail: ir@sberbank.ru