On the Issuer's General Meeting of Shareholders and on Its Decisions

Sep 25, 2020

STATEMENT of material fact

"On the Issuer's General Meeting of Shareholders and on Its Decisions”

  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

City of Moscow, the Russian Federation

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)

25 September 2020

2. Contents of the Statement

2.1

Type of general meeting of shareholders of the issuer (annual (regular), extraordinary)

Annual (regular)

2.2

Form of the general meeting of shareholders of the issuer (meeting (joint attendance) or absentee voting)

Absentee voting

2.3

Date of the issuer's general meeting of shareholders:

postal address at which filled voting ballots for the general meeting of shareholders were sent:

25 September 2020

19 Vavilova St., Moscow, 117997, Russian Federation

2.4

Quorum of the issuer's general meeting of shareholders

Total number of votes held by holders of voting shares was 21,586,948,000. Number of votes held by shareholders who took part in the meeting was 14,614,333,153, which amounted to 67.6999% of the total number of Sberbank’s outstanding voting shares. The quorum for holding the meeting was present.

2.5

Agenda of the general meeting of shareholders:

 
1. On approval of the Annual Report for 2019

2. On distribution of profit and payment of dividends for 2019

3. On appointment of an auditing organization

4. On election of members to the Supervisory Board

5. On approval of a related-party transaction

6. On amendments to the Charter

2.6

Voting results on the agenda items of the general meeting of shareholders where a quorum was present, and the wordings of the decisions made by the general meeting of shareholders on the indicated items:

Item No. 1:

On approval of the Annual Report for 2019. 
Voting results: “For” – 14,591,905,772 (99.8465%), “Against” – 7,595,809 (0.0520%), “Abstained” – 14,306,353 (0.0979%). The number of votes that were not counted due to the ballots being recognized as invalid, or for other reasons – 525,219 (0.0036%). 
Wording of the decision made: Approve the Sberbank Annual Report for 2019.

Item No. 2:

On distribution of profit and payment of dividends for 2019. 
Voting results: “For” – 14,612,574,305 (99.9880%), “Against” – 722,149 (0.0049%), “Abstained” – 546,621 (0.0037%). The number of votes that were not counted due to the ballots being recognized as invalid, or for other reasons – 490,078 (0.0034%). 
Wording of the decision made:

  1. Approve the following distribution of Sberbank’s net profit for the year 2019 after taxes in the amount of RUB 856,245,128,235.47: RUB 422,375,927,600.00 shall be paid as dividends; leave the profit in the amount of RUB 433,869,200,635.47 in Sberbank’s retained earnings.
  2. Pay dividends for 2019 on Sberbank’s ordinary shares in the amount of RUB 18.70 per share, and on Sberbank’s preferred shares, in the amount of RUB 18.70 per share.
  3. Approve 5 October 2020 as the date on which persons entitled to dividends for 2019 shall be determined.

Item No. 3:

On appointment of an auditing organization. 
Voting results: “For” – 14,466,128,960 (98.9859%), “Against” – 144,220,665 (0.9868%), “Abstained” – 3,146,687 (0.0215%). The number of votes that were not counted due to the ballots being recognized as invalid, or for other reasons – 836,841 (0.0058%). 
Wording of the decision made: Appoint AO PricewaterhouseCoopers Audit as the auditing organization of Sberbank for 2020 and the 1st quarter of 2021.

Item No. 4:

On election of members to the Supervisory Board. 
Voting results on the item put to the vote (number of cumulative "For" votes cast in favor of a candidate (% of the total number of votes counted when making a decision on that item)): 
1. Esko Tapani Aho: 6,342,901,426 (3.1002%); 
2. Leonid Boguslavskiy: 6,402,942,587 (3.1295%); 
3. Herman Gref: 32,191,808,422 (15.7340%); 
4. Bella Zlatkis: 1,688,594,490 (0.8253%); 
5. Sergey Ignatiev: 30,905,575,341 (15.1053%); 

6. Mikhail Kovalchuk: 1,918,163,253 (0.9375%);

7. Vladimir Kolychev: 30,567,235,929 (14.9399%);
8. Nikolay Kudryavtsev: 5,817,121,908 (2.8432%); 
9. Aleksandr Kuleshov: 6,468,083,578 (3.1613%); 
10. Gennady Melikyan: 6,349,861,213 (3.1035%); 
11. Maksim Oreshkin: 31,169,432,464 (15.2343%); 
12. Anton Siluanov: 30,570,981,108 (14.9418%);
13. Dmitry Chernyshenko: 1,688,935,490 (0.8255%); 
14. Nadya Christina Wells: 7,707,893,448 (3.7673%). 
 

Voted against all candidates: 2,672,098 (0.0013%) 
Abstained in respect of all candidates: 37,522,838 (0.0183%)

Wording of the decision made:

Elect the following members to the Supervisory Board:

 1. Esko Tapani Aho, Senior Adviser, East Office of Finnish Industries (Independent Director)
2. Leonid Boguslavskiy, Founder and General Partner, RTP Global (Independent Director)

3. Herman Gref, CEO, Chairman of the Executive Board of Sberbank
4. Bella Zlatkis, Deputy Chairman of the Executive Board of Sberbank

5. Sergey Ignatiev, Advisor to the Governor of the Bank of Russia

6. Mikhail Kovalchuk, President of National Research Centre (NRC) Kurchatov Institute (Independent Director)
7. Vladimir Kolychev, Deputy Minister of Finance of the Russian Federation

8. Nikolay Kudryavtsev, Rector of Moscow Institute of Physics and Technology (National Research University) (Independent Director)
9. Aleksandr Kuleshov, Rector of Skolkovo Institute of Science and Technology (Independent Director)
10. Gennady Melikyan, Honored Economist of the Russian Federation (Independent Director) 
11. Maksim Oreshkin, Aide to the President of the Russian Federation
12. Anton Siluanov, Minister of Finance of the Russian Federation
13. Dmitry Chernyshenko, Deputy Prime Minister of the Russian Federation
14. Nadya Christina Wells, Independent Investment and Corporate Governance Consultant (Independent Director)

Item No. 5:

On approval of a related-party transaction.

Voting results: “For” – 14,561,293,549 (99.6486%), “Against” – 19,334,807 (0.1323%), “Abstained” – 31,203,800 (0.2136%). The number of votes that were not counted due to the ballots being recognized as invalid, or for other reasons – 810,226 (0.0055%).

Wording of the decision made: Pursuant to Clause 1 of Article 81 and Clauses 3.1 and 4 of Article 83 of Federal Law No. 208-FZ “On Joint-Stock Companies” dated 26/12/1995, adopt a resolution approving the related-party transaction:

Insurance Agreement:

Transaction Parties: Insured — Sberbank of Russia (Sberbank), Insurer — Joint-Stock Company Gas Industry Insurance Company (AO SOGAZ).

Subject matter of the transaction: The Insurer undertakes to pay the insurance coverage (indemnification) under the Insurance Agreement to (as the case may be) the relevant Insured and/or any third party entitled to such indemnification should any of the insured events listed in the Insurance Agreement occur.

Insured parties:

1) any Company (the Insured and/or any Subsidiary of the Insured); and/or

2) any Insured Person: any individual who (а) at any time prior to the Insurance Coverage Period was; and/or (b) at the time when the Insurance Coverage Period starts, is; and/or (с) at any time during the Insurance Coverage Period will become:

a) a Director (a member of the Supervisory Board or the Board of Directors) / an Officer (including the sole executive body, a deputy of the sole executive body, a member of the collegial executive body, a senior vice-president, a vice-president, a chief accountant, etc.) / other Company Employee as stated in the Insurance Agreement; and/or

b) any other person indicated in the Insurance Agreement.

Beneficiaries: with reference to covering Companies’ and Insured persons’ liability for financial losses incurred by third parties: third parties incurring such financial losses; with reference to covering any costs and expenses of Insured companies and persons: the Insured companies and persons.

Insured interests:

Coverage А: material interests of the Insured Person related to (1) an obligation to indemnify a financial loss sustained by a third party in relation to a legal claim; (2) the incurrence of and/or the necessity to incur any costs in association with a legal claim.

Coverage B: material interests of any Company related to such Company’s indemnification of any losses associated with a legal claim filed against an Insured person.

Coverage C: material interests of any Company related to (1) their obligation to indemnify financial losses sustained by a third party in relation to a securities claim; (2) the incurrence of and/or the necessity to incur any costs in association with a securities claim.

Insured events:

Coverage A: (1) the onset of all of the following circumstances: the incurrence by any Insured Person of an obligation to indemnify any financial losses sustained by third parties through any wrongful act of that Insured Party and the filing of a legal claim related to such losses against that Insured Person; (2) the filing of a legal claim against an Insured Person that may result in any expenses for that Insured Party or the necessity to incur such expenses in relation to that claim.

Coverage B: any costs/expenses for any Company exclusively in relation to the indemnification by that Company of any losses to any Insured Person and/or another party in the interest of any Insured Party in association with any claim against any Insured Person and/or the liability of any Insured Person for any financial loss sustained by third parties.

Coverage C: (1) the onset of all the following circumstances: the obligation of any Company to indemnify any financial loss incurred by any third parties in connection with any wrong action of the Company, and any securities claim against such Company in connection with the financial loss; (2) any securities claim against any Company which may cause the incurrence of, or the necessity to incur, any costs and expenses by such Company in connection with such a securities claim.

The term of the Insurance Agreement / the Coverage Period: 1 July 2020–30 June 2021 with the ability of renewal for the next period running from 1 July 2021 to 30 June 2022 with material terms and conditions of the Insurance Agreement remaining in place.

Transaction price: the insurance premium is RUB 66,000,000 (Sixty-six million) for each insurance coverage period.

Amount of coverage:

Total for all insurance coverages and extensions other than the independent director extension: RUB 6,000,000,000 (Six billion).

- Independent Director excess limit of liability: RUB 30,000,000 (Thirty million). Independent director aggregate excess limit of liability: RUB 150,000,000 (One hundred and fifty million).

Retention (for each insured event):

Coverage А: Not applicable

Coverage B: RUB 15,000,000 (Fifteen million) in respect of Claims filed in the U.S. or Canada; RUB 6,000,000 (Six million) in respect of Claims filed in any other country.

Coverage С: RUB 30,000,000 (Thirty million) in respect of Claims filed in the U.S. or Canada; RUB 15,000,000 (Fifteen million) in respect of Claims filed in any other country.

Free-of-charge detection period: 60 (sixty) calendar days.

Coverage territory: worldwide.

Other material terms: correspond to the Insurance Agreement

Persons who have a material interest in the transaction and the grounds on which they are such:

- Members of the Executive Board of Sberbank

- Sole Executive Body of Sberbank

- Members of the Supervisory Board of Sberbank

The said persons are the insured persons under the Insurance Agreement.

Item No. 6:

On amendments to the Charter.

Voting results: “For” – 14,539,152,007 (99.4856%), “Against” – 4,176,338 (0.0286%), “Abstained” – 69,871,323 (0.4781%). The number of votes that were not counted due to the ballots being recognized as invalid, or for other reasons – 1,133,485 (0.0077%).

Wording of the decision made: Approve Amendments No. 1 to be introduced into the Charter of Sberbank. Entrust the CEO, Chairman of the Executive Board of Sberbank with the signing of documents required for state registration of Amendments No. 1 to the Charter of Sberbank.

2.7

Date and number of the minutes of the issuer's general meeting of shareholders.

25 September 2020

Minutes No. 33

2.8

Identifying attributes of the shares whose owners were entitled to participate in the issuer's general meeting of shareholders.

Ordinary registered book-entry shares, state registration number: 10301481В;

date of state registration: 11 July 2007;

ISIN: RU0009029540

3. Signature

Deputy Chairman 
of the Executive Board of Sberbank                                                                                 B. Zlatkis

25 September 2020

Seal