On Certain Resolutions Adopted by the Supervisory Board

08.06.2018, Moscow

STATEMENT of 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

Websites used by the issuer to disclose information

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

2. Contents of the Statement

2.1

Quorum of the Supervisory Board meeting

The number of the members of the Supervisory Board of Sberbank who participated in the meeting constituted more than half of the total number of elected members of the Supervisory Board of Sberbank. In accordance with clause 10.13 of the Charter of Sberbank of Russia, the quorum of the meeting was reached.

2.2

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

 

1.  To elect Sergei Ignatiev as the Chairman of the Supervisory Board of Sberbank.

Voting results:

“for” – Sergei Ignatiev, Vladimir Mau, Herman Gref, Nadezhda Ivanova, Bella Zlatkis, Valery Goreglyad, Maksim Oreshkin, Gennady Melikyan, Leonid Boguslavskiy, Alexander Kuleshov, Esko Tapani Aho, Nadya Wells;

“against” – none;

"abstained" — none.

 

2. To elect as Deputy Chairmen of the Supervisory Board of Sberbank: Vladimir Mau, Sergei Shvetsov.

Voting results:

“for” – Sergei Ignatiev, Vladimir Mau, Herman Gref, Nadezhda Ivanova, Bella Zlatkis, Valery Goreglyad, Maksim Oreshkin, Gennady Melikyan, Leonid Boguslavskiy, Alexander Kuleshov, Esko Tapani Aho, Nadya Wells;

“against” – none;

"abstained" — none.

 

3. Having reviewed the outcomes of the assessment by the Supervisory Board’s HR and Remuneration Committee of the compliance of the nominees to the Bank’s Supervisory Board with the independence criteria applicable to members of the Board of Directors (Supervisory Board) of the issuer as set forth in the Annex 4.1 to the Listing Rules of PJSC Moscow Exchange (hereinafter also referred to as ‘the Exchange’), the Supervisory Board of Sberbank (hereinafter also referred to as ‘the Bank’) resolved as follows:

 

1. To recognize the following members of the Supervisory Board of the Bank: Esko Tapani Aho, Leonid Boguslavskiy, Alexander Kuleshov, Gennady Melikyan, and Nadya Wells as persons fully compliant with the independence criteria (the independent directors).   

2.  Basing on the recommendation of the HR and Remuneration Committee (hereinafter, ‘the Committee’), to recognize Vladimir Mau, member of the Supervisory Board of the Bank, as independent director despite the fact that he meets the formal criteria of being affiliated with the Bank (he has been a member of the Bank’s Supervisory Board for more than 7 but less than 12 years), a significant counterparty of the Bank, and the State.  There were no other findings of his meeting the criteria of affiliation as set forth in the Listing Rules of the Exchange.

3. To recognize the affiliation of V. Mau with the Bank, the Bank’s material counterparty, and the State as formal and having no material impact on his ability to act responsibly and reasonably in the best interest of the Bank and its shareholders, and to develop unbiased and independent opinions and judgments, taking into account the following reasons:

§  Throughout his term of office as a member of the Bank's Supervisory Board (since 2008), V. Mau has actively participated in the Board’s activities, sought comprehensive discussion of issues submitted for the consideration of the Supervisory Board, as well as its Audit Committee and HR and Remuneration Committee (hereinafter, ‘the Committees’) and made decisions in view of the long-term interest of the Bank and its shareholders;

§  the agreements with the Bank’s material counterparty, Public Joint Stock Company Gazprom, whereof V. Mau is a member of the Board of Directors, were concluded by the Bank on the arm’s length basis; whenever the decisions were made on the approval of transactions with PJSC Gazprom to be executed as interested party transactions, V. Mau did not participate in the voting;

§  holding the office of the Rector of the Russian Presidential Academy of National Economy and Public Administration (RANEPA) and being a person formally associated with the State (the RANEPA Charter envisages the Rector to be appointed by the Government of the Russian Federation), V. Mau has always expressed his independent opinion on the issues discussed at the meetings of the Supervisory Board of the Bank and its Committees, which is based solely on his own experience and knowledge.

§  V. Mau does not hold at present and he has not held for 1 year prior to being elected as member of the Supervisory Board of the Bank, any position of a public or municipal officer, or any office with a government agency, or any office with the Bank of Russia.

§  V. Mau has extensively participated in the activities of Boards of Directors (Supervisory Boards) of various organizations, including credit institutions, he has a widely recognized reputation, which is a proof of his ability to independently develop his position uninfluenced by members of the Bank’s executive bodies, certain groups of shareholders or any other stakeholders.

§  V. Mau is a top-level professional possessing specific knowledge and experience in various areas, including financial accounting, audit, strategic management, and corporate governance.

Voting results:

“for” – Sergei Ignatiev, Herman Gref, Nadezhda Ivanova, Bella Zlatkis, Valery Goreglyad, Maksim Oreshkin, Gennady Melikyan, Leonid Boguslavskiy, Alexander Kuleshov, Esko Tapani Aho, Nadya Wells;

“against” – none;

"abstained" — Vladimir Mau

 

4. To elect Mr. Gennady Melikyan as the Senior Independent Director of Sberbank’s Supervisory Board.

Voting results:

“for” – Sergei Ignatiev, Vladimir Mau, Herman Gref, Nadezhda Ivanova, Bella Zlatkis, Valery Goreglyad, Maksim Oreshkin, Gennady Melikyan, Leonid Boguslavskiy, Alexander Kuleshov, Esko Tapani Aho, Nadya Wells;

“against” – none;

"abstained" — none.

 

5. To approve the membership of the Committees of the Supervisory Board of Sberbank as follows:

Audit Committee

Chairman of the Committee: Vladimir Mau – Rector of the Russian Presidential Academy of National Economy and Public Administration (Independent Director).

Members of the Committee: Valery Goreglyad – Bank of Russia Chief Auditor; Nadezhda Ivanova – Head of the Bank of Russia Main Branch for the Central Federal District; Alexander Kuleshov – Skoltech President (Independent Director); Nadya Wells – Independent Investment and Corporate Governance Consultant (Independent Director).

HR and Remuneration Committee

Chairman of the Committee: Valery Goreglyad – Bank of Russia Chief Auditor.

Members of the Committee: Vladimir Mau – Rector of the Russian Presidential Academy of National Economy and Public Administration (Independent Director); Gennady Melikyan – Honored Economist of the Russian Federation (Independent Director).

Strategic Planning Committee

Chairman of the Committee: Sergey Shvetsov – First Deputy Governor of the Bank of Russia.

Members of the Committee: Esko Tapani Aho – Chairman of the Board of Directors, East Office of the Finnish Industries (Independent Director); Leonid Boguslavskiy – Chairman of the Board, Ivi.ru LLC (Independent Director); Herman Gref – CEO, Chairman of the Executive Board of Sberbank; Gennady Melikyan – Honored Economist of the Russian Federation (Independent Director); Maksim Oreshkin – Minister of Economic Development of the Russian Federation; Olga Skorobogatova – First Deputy Governor of the Bank of Russia; Nadya Wells –  Independent Investment and Corporate Governance Consultant (Independent Director).

Risk Management Committee

Chairman of the Committee: Gennady Melikyan – Honored Economist of the Russian Federation (Independent Director).

Members of the Committee: Esko Tapani Aho – Chairman of the Board of Directors, East Office of the Finnish Industries (Independent Director); Nadezhda Ivanova – Head of the Bank of Russia Main Branch for the Central Federal District; Alexander Kuleshov – Skoltech President (Independent Director); Nadya Wells – Independent Investment and Corporate Governance Consultant (Independent Director).

Voting results:

“for” – Sergei Ignatiev, Vladimir Mau, Herman Gref, Nadezhda Ivanova, Bella Zlatkis, Valery Goreglyad, Maksim Oreshkin, Gennady Melikyan, Leonid Boguslavskiy, Alexander Kuleshov, Esko Tapani Aho, Nadya Wells;

“against” – none;

"abstained" — none.

 

6. To approve the Preliminary Plan of Work of Sberbank’s Supervisory Board and events with participation of members of Sberbank’s Supervisory Board for 2018–2019. (Work Plan). To establish that members of the Supervisory Board can amend and supplement the Work Plan.

Voting results:

“for” – Sergei Ignatiev, Vladimir Mau, Herman Gref, Nadezhda Ivanova, Bella Zlatkis, Valery Goreglyad, Maksim Oreshkin,  Gennady Melikyan, Leonid Boguslavskiy, Alexander Kuleshov, Esko Tapani Aho, Nadya Wells;

“against” – none;

"abstained" – none.

2.3

Date of the Supervisory Board meeting that adopted the corresponding resolutions

8 June 2018

2.4

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

8 June 2018

Minutes No. 14

3. Signature

Deputy Chairman

of the Executive Board of Sberbank

B. Zlatkis

 

8 June 2018

 

Stamp