On Certain Resolutions Adopted by the Supervisory Board of the Issuer

Apr 23, 2021

STATEMENT of a Material Fact

On Certain Resolutions Adopted by the Supervisory Board of the Issuer

1. General Information

1.1

Full company name of the issuer.

Sberbank of Russia

1.2

Short company name of the issuer.

Sberbank

1.3

Location of the issuer.

Russian Federation, Moscow

1.4

OGRN (Primary State Registration Number) of the issuer.

1027700132195

1.5

INN (Taxpayer Identification Number) of the issuer.

7707083893

1.6

Unique code assigned by the registration authority to the issuer.

1481В

1.7

URLs of websites used by the issuer to disclose information.

http://www.e-disclosure.ru/portal/company.aspx?id=3043, www.sberbank.com

1.8

Date of the reported event (material fact) (if applicable).

23.04.2021

2. Contents of the Statement

2.1

Quorum of the Supervisory Board meeting

A quorum was present. More than half of the total elected members of the Supervisory Board of Sberbank took part in the meeting.

2.2

Contents of the resolutions adopted by the Supervisory Board of Sberbank and voting results:

1. Elect Anton Siluanov as Chairman of the Supervisory Board of Sberbank.

Voting results:

“Yes” -   ,

“No” - 0,

“Abstained” - 0.

2. Elect as Deputy Chairmen of the Supervisory Board of Sberbank:

- Sergey Ignatiev,

- Dmitry Chernyshenko.

Voting results:

“Yes” -   ,

“No” - 0,

“Abstained” - 0.

3. Recognition of members of Sberbank Supervisory Board as independent directors:

3.1. In line with a conducted assessment and a recommendation of Sberbank Supervisory Board’s HR and Remuneration Committee, the following members of the Supervisory Board of Sberbank shall be recognized as fully compliant with the independence criteria set forth in the Moscow Exchange Listing Rules: Esko Tapani Aho, Natalie Alexandra Braginski Mounier, and Alexander Kuleshov.

Voting results:

“Yes” -   ,

“No” - 0,

“Abstained” - 0.

3.2.  In line with a conducted assessment and a recommendation of the HR and Remuneration Committee of the Supervisory Board of Sberbank (hereinafter, the Bank), Nikolay Kudryavtsev shall be recognized as an Independent Director, despite his meeting a formal criterion of affiliation with the government, as he is the President of the Federal State Autonomous Educational Institution of Higher Education Moscow Institute of Physics and Technology (National Research University) (hereinafter MIPT), and, in line with the MIPT Charter, he is appointed to and removed from office by the Ministry of Science and Higher Education of the Russian Federation, with the Russian Federation controlling more than 20% of the Bank’s voting shares.

There are no other criteria of affiliation established by the Moscow Exchange Listing Rules.

By adopting this resolution, the Supervisory Board of the Bank emphasizes its exceptional nature given the fact that Mr Kudryavtsev:

  • has been nominated to the Supervisory Board as an Independent Director for the corporate year 2021–2022 by a group of shareholders of the Bank that hold more than 2% of the votes;
  • does not represent the interests of the government on the Supervisory Board of the Bank, is not obliged to vote according to guidelines or written directives given by the Russian Federation, and is independent in making decisions within the remit of the Bank’s Supervisory Board;
  • was first elected to the Bank’s Supervisory Board in 2019 and immediately became actively involved in its work and the work of its committees. Aan analysis of Mr Kudryavtsev’s activity as a member of the Bank’s Supervisory Board demonstrates that he performs his duties responsibly, takes an active part in meetings, and strives for a comprehensive discussion of issues considered by the Supervisory Board and committees; during the corporate year 2020–2021 he was a member of the Audit Committee, the HR and Remuneration Committee, and the Technology Committee.

Nikolay Kudryavtsev has vast professional experience, an impeccable reputation and is recognized by academia both in Russia and abroad. His vast experience (13 years) serving as an Independent Director on the Board of Directors and in the Science and Technology Committee at Schlumberger Limited, a major oilfield services company, testifies to his high qualifications, knowledge and skills that are required for a member of the Supervisory Board of the Bank to make non-biased, good-faith and independent judgements.

His high level of competencies in different areas and independent position regarding matters reviewed by the Supervisory Board of the Bank have demonstrated that he makes decisions with long-term interests of the Bank in mind.

Nikolay Kudryavtsev has signed a Declaration of an Independent Director according to the form recommended by Moscow Exchange.

Based on the foregoing, the Supervisory Board believes that the identified affiliation of Nikolay Kudryavtsev with the government is of a formal nature and does not impact his ability to act reasonably and in good faith to further the interests of the Bank and all of its shareholders.

Voting results:

“Yes” -   ,

“No” - 0,

“Abstained” - 0.

3.3. In line with a conducted assessment and a recommendation of the HR and Remuneration Committee of the Supervisory Board of Sberbank (hereinafter also the Bank), Mikhail Kovalchuk shall be recognized as an Independent Director, despite his meeting formal criteria of affiliation with the government and a material shareholder of the Bank, as he is:

  • President of National Research Centre (NRC) Kurchatov Institute (hereinafter – NRC Kurchatov Institute) and, in line with its Charter, he is appointed to and released from office by the President of the Russian Federation, with the Russian Federation controlling more than 20% of the Bank’s voting shares;
  • a member of the Board of Directors in more than two legal entities controlled by the Russian Federation (a material shareholder of the Bank): besides being a member of the Supervisory Board of Sberbank, he is also a member of the Supervisory Board of Moscow Institute of Physics and Technology (MIPT), the Supervisory Board of National Research Nuclear University MEPhI, and the Supervisory Board of Peter the Great St. Petersburg Polytechnic University.

There are no other criteria of affiliation established by the Moscow Exchange Listing Rules.

By adopting this resolution, the Supervisory Board of the Bank emphasizes its exceptional nature given that:

  • Mr Kovalchuk has been nominated to the Supervisory Board as an Independent Director by a group of shareholders of the Bank that hold more than 2% of the votes;
  • despite the fact that Mr Kovalchuk, being the President of NRC Kurchatov Institute, is appointed to and released from office by the President of the Russian Federation, he does not represent the interests of the government on the Supervisory Board of the Bank, is not obliged to vote according to guidelines or written directives given by the Bank’s material shareholder, and is independent in making decisions within the remit of the Bank’s Supervisory Board;
  • Mr Kovalchuk’s affiliation with the Bank’s material shareholder consists in his being a Board of Directors member in leading educational institutions of Russia, which, considering his many years of experience and competencies in different areas, allows him to take an independent and unbiased position based exclusively on his professional experience and expertise.

Mikhail Kovalchuk was first elected to the Bank’s Supervisory Board in 2020 and immediately became actively involved in its work and the work of its committees (he was elected to the Audit Committee and the Technology Committee). An analysis of Mr Kovalchuk’s activity as a member of the Bank’s Supervisory Board demonstrates that he performs his duties responsibly, takes an active part in meetings of the Bank’s Supervisory Board and its committees, and requests additional materials and comments to be able to review matters comprehensively.

Mr Kovalchuk’s experience on the Supervisory Board of the Bank confirms that his opinion on meeting agenda items is unbiased, independent, objective and unaffected by any third parties. His independent position regarding matters reviewed by the Supervisory Board of the Bank has demonstrated that he makes decisions with long-term interests of the Bank and all of its shareholders in mind.

Mr Kovalchuk has an impeccable reputation and is recognized by academia both in Russia and abroad.

Mikhail Kovalchuk has signed a Declaration of an Independent Director according to the form recommended by Moscow Exchange.

Based on the foregoing, the Supervisory Board believes that the identified affiliation of Mikhail Kovalchuk with the government is of a formal nature and does not impact his ability to act reasonably and in good faith to further the interests of the Bank and all of its shareholders.

Voting results:

“Yes” -   ,

“No” - 0,

“Abstained” - 0.

3.4. In line with a conducted assessment and a recommendation of the HR and Remuneration Committee, a member of the Supervisory Board of Sberbank (hereinafter, the Bank) Gennady Melikyan shall be recognized as an Independent Director, despite his meeting formal criteria of affiliation:

  • Mr Melikyan has been a member of the Bank’s Supervisory Board since 2014 (for more than seven years, but less than 12 years in total) – a formal affiliation with the Bank;
  • he is a member of the Board of Directors of AVTOTOR Holding, which is the parent company of Ellada Intertrade LLC, a borrower to which the Bank has extended a loan in an amount exceeding two percent of the book value of the borrower’s assets as of the latest reporting date preceding that decision – a formal affiliation with a material counterparty as per the Moscow Exchange Listing Rules.

There are no other criteria of affiliation established by the Moscow Exchange Listing Rules.

By adopting this resolution, the Supervisory Board of the Bank emphasizes its exceptional nature given that:

  • Gennady Melikyan has been nominated to the Supervisory Board as an Independent Director for the corporate year 2021–2022 by a group of shareholders of the Bank that hold more than 2% of the votes;
  • he does not represent AVTOTOR Holding or its subsidiaries on the Bank’s Supervisory Board; his opinions on agenda items of Supervisory Board meetings rely on his professional experience and expertise and are independent and unbiased;
  • Gennady Melikyan actively participates in meetings of the Bank’s Supervisory Board and its committees and requests additional materials and comments to be able to review matters comprehensively;
  • Gennady Melikyan was Deputy Chairman of the Supervisory Board, Chairman of the HR and Remuneration Committee, Chairman of the Risk Management Committee and a member of the Strategic Planning and Sustainable Development Committee during the corporate year 2020–2021; he has been annually elected Senior Independent Director since 2015.

Mr Melikyan possesses sufficient professionalism, experience and independence to form his own opinions and is able to express unbiased judgments in good faith that are not affected by the Bank’s executive bodies, groups of shareholders or any other interested parties.

Gennady Melikyan has signed a Declaration of an Independent Director according to the form recommended by Moscow Exchange.

Based on the foregoing, the Supervisory Board believes that the identified affiliation of Gennady Melikyan is of a formal nature and does not impact his ability to pass independent and objective judgments or to act reasonably and in good faith to further the interests of the Bank and all of its shareholders.

Voting results:

“Yes” -   ,

“No” - 0,

“Abstained” - 0.

3.5. In line with a conducted assessment and a recommendation of the HR and Remuneration Committee, Nadya Christina Wells, a member of the Supervisory Board of Sberbank (hereinafter, the Bank), shall be recognized as an Independent Director, despite her meeting a formal criterion of affiliation with the Bank, as she has been a member of the Bank’s Supervisory Board since 2014 (for more than seven years, but less than 12 years in total).

There are no other criteria of affiliation established by the Moscow Exchange Listing Rules.

By adopting this resolution, the Supervisory Board of the Bank emphasizes its exceptional nature given that:

  • Ms Wells has been nominated to the Supervisory Board as an Independent Director for the corporate year 2021–2022 by a group of shareholders of the Bank that hold more than 2% of the votes;
  • an analysis of Ms Wells’s activity as a member of the Bank’s Supervisory Board demonstrates that she performs her duties responsibly and takes an active part in Supervisory Board meetings; she was Chairperson of the Audit Committee and a member of the Strategic Planning and Sustainable Development Committee and the Risk Management Committee during the corporate year 2020–2021;
  • Ms Wells seeks an in-depth discussion of matters considered by the Supervisory Board and its committees, makes constructive proposals for the development of corporate governance practices at the Bank, and passes decisions only after receiving comprehensive explanations on matters under consideration.

Ms Wells’ experience on the Supervisory Board of the Bank confirms that her opinions on meeting agenda items rely on her professional experience and expertise and are unbiased, independent, objective and unaffected by the management or any other parties. Her high level of competencies in different areas and independent position regarding matters reviewed by the Supervisory Board of the Bank have demonstrated that she makes decisions with long-term interests of the Bank in mind.

Ms Wells has an impeccable business reputation and is recognized by the investment community.

Nadya Wells has signed a Declaration of an Independent Director according to the form recommended by Moscow Exchange.

Based on the foregoing, the Supervisory Board believes that the identified affiliation of Nadya Wells with the Bank is of a formal nature and does not impact her ability to act reasonably and in good faith to further the interests of the Bank and all of its shareholders.

Voting results:

“Yes” -   ,

“No” - 0,

“Abstained” - 0.

4. Elect Sberbank Supervisory Board member Gennady Melikyan as Senior Independent Director.

Voting results:

“Yes” -   ,

“No” - 0,

“Abstained” - 0.

5. Approve the following number of members and composition of Sberbank Supervisory Board Committees:

Audit Committee:

Chairperson of the Committee:

Nadya Christina Wells, an independent investment and corporate governance consultant (an Independent Director)

Members of the Committee:

Natalie Alexandra Braginsky-Mounier, an investment and sustainable development expert;

Mikhail Kovalchuk, President of the Kurchatov Institute National Research Center (an Independent Director);

Nikolay Kudryavtsev, President of Moscow Institute of Physics and Technology (National Research University) (an Independent Director);

Aleksandr Kuleshov, President of Skolkovo Institute of Science and Technology (an Independent Director).

HR and Remuneration Committee:

Chairman of the Committee:

Nikolay Kudryavtsev, President of Moscow Institute of Physics and Technology (National Research University) (an Independent Director)

Members of the Committee:

Sergey Ignatiev, Adviser to the Governor, Central Bank of the Russian Federation;

Mikhail Kovalchuk, President of the Kurchatov Institute National Research Center (an Independent Director);

Gennady Melikyan, Honored Economist of the Russian Federation (an Independent Director);

Dmitry Chernyshenko, Deputy Prime Minister of the Russian Federation.

Strategic Planning and Sustainable Development Committee:

Chairman of the Committee:

Dmitry Chernyshenko, Deputy Prime Minister of the Russian Federation

Members of the Committee:

Esko Tapani Aho, Senior Adviser, East Office of Finnish Industries (an Independent Director);

Natalie Alexandra Braginsky-Mounier, an investment and sustainable development expert;

Herman Gref, CEO, Chairman of the Executive Board of Sberbank;

Sergey Ignatiev, Adviser to the Governor, Central Bank of the Russian Federation;

Vladimir Kolychev,   Deputy Minister of Finance of the Russian Federation;

Gennady Melikyan, Honored Economist of the Russian Federation (an Independent Director);

Nadya Christina Wells, an independent investment and corporate governance consultant (an Independent Director).

Technology Committee:

Chairman of the Committee:

Aleksandr Kuleshov, President of Skolkovo Institute of Science and Technology (an Independent Director)

Members of the Committee:

Mikhail Kovalchuk, President of the Kurchatov Institute National Research Center (an Independent Director);

Nikolay Kudryavtsev, President of Moscow Institute of Physics and Technology (National Research University) (an Independent Director);

Dmitry Chernyshenko, Deputy Prime Minister of the Russian Federation.

Risk Management Committee:

Chairman of the Committee:

Gennady Melikyan, Honored Economist of the Russian Federation (Independent Director)

Members of the Committee:

Esko Tapani Aho, Senior Adviser, East Office of Finnish Industries (an Independent Director);

Vladimir Kolychev,   Deputy Minister of Finance of the Russian Federation;

Aleksandr Kuleshov, President of Skolkovo Institute of Science and Technology (an Independent Director);

Nadya Christina Wells, an independent investment and corporate governance consultant (an Independent Director).

Voting results:

“Yes” -   ,

“No” - 0,

“Abstained” - 0.

6. Elect Sberbank Supervisory Board member Nadya Christina Wells as Officer in Charge of ESG and Sustainable Development.

Voting results:

“Yes” -   ,

“No” - 0,

“Abstained” - 0.

7. Approve the preliminary Work Plan of the Supervisory Board of Sberbank and Plan of Events Involving Members of the Supervisory Board of Sberbank for 2021–2022 (hereinafter, the Work Plan).

Establish that the Work Plan may be further amended or supplemented based on proposals made by Supervisory Board members.

Voting results:

“Yes” -   ,

“No” - 0,

“Abstained” - 0.

 2.3

Date of the Supervisory Board meeting that adopted the resolutions.

23.04.2021

2.4

Date and number of minutes of the Supervisory Board meeting that adopted the resolutions.

23.04.2021

Minutes No. 11

3. Signature

Deputy Chairperson

of the Executive Board of Sberbank                                                                     B. Zlatkis

23 April 2021

[stamp]