On Certain Resolutions Adopted by the Supervisory Board of the Issuer

24.05.2019, Moscow

STATEMENT of the 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

1.8

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

24/05/2019

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, Sergei Shvetsov, Herman Gref, Nadezhda Ivanova, Bella Zlatkis, Valery Goreglyad, Gennady Melikyan, Leonid Boguslavsky, Nikolay Kudryavtsev, Alexander Kuleshov, Esko Tapani Aho, Nadya Christina Wells;

“against” – none;

"abstained" — none.

 

2. To elect as Deputy Chairmen of the Supervisory Board of Sberbank: Gennady Melikyan, Sergey Shvetsov.

Voting results:

“for” – Sergei Ignatiev, Sergei Shvetsov, Herman Gref, Nadezhda Ivanova, Bella Zlatkis, Valery Goreglyad, Gennady Melikyan, Leonid Boguslavsky, Nikolay Kudryavtsev, Alexander Kuleshov, Esko Tapani Aho, Nadya Christina Wells;

“against” – none;

"abstained" — none.

 

 

3. The Supervisory Board of Sberbank of Russia (the Bank), having reviewed the results of the assessment performed by the Supervisory Board’s HR and Remuneration Committee for compliance of the candidates to the Bank’s Supervisory Board with the independence criteria applicable to members of the issuer’s Board of Directors (Supervisory Board) as set forth in Annex 4 to the Listing Rules of PJSC Moscow Exchange (the Exchange) approved by the resolution of the Supervisory Board of PJSC Moscow Exchange dated 10/09/2018, minutes No. 7, resolved as follows:

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

2. To recognize member of the Supervisory Board of the Bank Nikolay Kudryavtsev as an independent director based on the recommendation of the HR and Remuneration Committee of the Supervisory Board (the Committee) despite his meeting the formal criterion of affiliation with the state, which does not significantly affect the director’s ability to act reasonably and in good faith in the interests of the Bank and its shareholders.

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

- is not a person affiliated with the Bank, a substantial shareholder (the Bank of Russia), a substantial counterparty or competitor of the Bank;

- as Rector of the Federal State Autonomous Higher Education Institution Moscow Institute of Physics and Technology (National Research University) is appointed to the position by the Ministry of Science and Higher Education of the Russian Federation in line with the Charter. That said, he does not represent the interests of the state and is not obliged to vote on directives of the Russian Federation, an entity of the Russian Federation, or a municipal unit;

- for one year prior to election to the Supervisory Board of the Bank, was not (and currently is not) a public or municipal officer, or a person occupying any office in public authorities, or an employee of the Bank of Russia;

- has an impeccable reputation and is recognized by academia in Russia and abroad.

The Supervisory Board believes that the vast professional experience and the competences of N. Kudryavtsev, which he acquired inter alia in the course of his long (more than 10 years) service as independent director on the board of directors / committee for science and technology of the largest oilfield services company Schlumberger Limited, will be very significant for the Bank and will help the director form independent opinions on matters in the remit of the Supervisory Board of the Bank.

N. Kudryavtsev had signed the Declaration of an Independent Director according to the form recommended by the Exchange before this resolution was adopted by the Supervisory Board of the Bank.

 

Voting results:

“for” – Sergei Ignatiev, Sergei Shvetsov, Herman Gref, Nadezhda Ivanova, Bella Zlatkis, Valery Goreglyad, Gennady Melikyan, Leonid Boguslavsky, Nikolay Kudryavtsev, Alexander Kuleshov, Esko Tapani Aho, Nadya Christina Wells;

“against” – none;

"abstained" — none.

 

 

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

Voting results:

“for” – Sergei Ignatiev, Sergei Shvetsov, Herman Gref, Nadezhda Ivanova, Bella Zlatkis, Valery Goreglyad, Gennady Melikyan, Leonid Boguslavsky, Nikolay Kudryavtsev, Alexander Kuleshov, Esko Tapani Aho, Nadya Christina Wells;

“against” – none;

"abstained" — none.

 

5. Approve the new version of the Regulations on the Committees of the Supervisory Board (Version 3).

Voting results:

“for” – Sergei Ignatiev, Sergei Shvetsov, Herman Gref, Nadezhda Ivanova, Bella Zlatkis, Valery Goreglyad, Gennady Melikyan, Leonid Boguslavsky, Nikolay Kudryavtsev, Alexander Kuleshov, Esko Tapani Aho, Nadya Christina Wells;

“against” – none;

"abstained" — none.

 

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

Audit Committee

Chairman of the Committee shall: Nadya Christina Wells – Independent Investment and Corporate Governance Consultant (Independent Director).

Members of the Committee: Valery Goreglyad – Chief Auditor of the Bank of Russia; Nadezhda Ivanova – Head of Main Branch for the Central Federal District of the Bank of Russia; Nikolay Kudryavtsev - Rector of Moscow Institute of Physics and Technology (National Research University) (Independent Director); Alexander Kuleshov – President of Skolkovo Institute of Science and Technology (Independent Director).

 

HR and Remuneration Committee

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

Members of the Committee: Leonid Boguslavsky -Chairman of the Board of Directors, ivi.ru LLC (Independent Director); Gennady Melikyan - Honored Economist of the Russian Federation (Independent Director).

 

Strategic Planning Committee

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

Members of the Committee: Esko Tapani Aho – Senior Adviser, East Office of Finnish Industries (Independent Director); Leonid Boguslavsky – 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 Christina Wells –  Independent Investment and Corporate Governance Consultant (Independent Director).

 

 

Information Technology Committee

Chairman of the Committee shall: Alexander Kuleshov – President of Skolkovo Institute of Science and Technology (Independent Director);

Members of the Committee: Leonid Boguslavsky – Chairman of the Board, ivi.ru LLC (Independent Director); Nikolay Kudryavtsev - Rector of Moscow Institute of Physics and Technology (National Research University) (Independent Director); Olga Skorobogatova – First Deputy Governor of the Bank of Russia.

 

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 (Independent Director); Nadezhda Ivanova – Head of the Bank of Russia Main Branch for the Central Federal District; Alexander Kuleshov – Skoltech President (Independent Director); Nadya Christina Wells – Independent Investment and Corporate Governance Consultant (Independent Director).

 

Voting results:

“for” – Sergei Ignatiev, Sergei Shvetsov, Herman Gref, Nadezhda Ivanova, Bella Zlatkis, Valery Goreglyad, Gennady Melikyan, Leonid Boguslavsky, Nikolay Kudryavtsev, Alexander Kuleshov, Esko Tapani Aho, Nadya Christina 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 2019–2020. (Work Plan). To establish that members of the Supervisory Board can amend and supplement the Work Plan.

Voting results:

“for” – Sergei Ignatiev, Sergei Shvetsov, Herman Gref, Nadezhda Ivanova, Bella Zlatkis, Valery Goreglyad, Gennady Melikyan, Leonid Boguslavsky, Nikolay Kudryavtsev, Alexander Kuleshov, Esko Tapani Aho, Nadya Christina Wells;

“against” – none;

"abstained" — none.

2.3

Date of the Supervisory Board meeting that adopted the corresponding resolutions

24 May 2019

2.4

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

24 May 2019

Minutes No. 14

3. Signature

Deputy Chairman of the Executive Board of Sberbank
B. Zlatkis

24 May 2019

Stamp