On Individual Resolutions Adopted by the Supervisory Board of the Issuer

Dec 23, 2020

STATEMENT of the Material Fact

"On Individual 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)

22/12/2020

2. Contents of the Statement

2.1

Quorum of the Supervisory Board meeting

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. Recognize the member of the Supervisory Board of Sberbank (hereinafter the Bank) Gennady Melikyan as independent director notwithstanding the formal grounds for applying the criterion “affiliation with a material counterparty”, i.e. Ellada Intertrade (as per the definition set out in Annex 4 to the Moscow Exchange Listing Rules).

Mr Melikyan (hereinafter also the Director) holds a seat on the board of directors of AVTOTOR Holding, the parent company of Ellada Intertrade (hereinafter the Borrower), which has received a loan from the Bank in the amount exceeding 2 per cent of the book value of the Borrower’s assets.

The Supervisory Board believes that the affiliation of Mr Melikyan with the Borrower is formal in nature and does not affect his ability to make objective and honest judgments nor to act reasonably and in good faith to further the interests of the Bank and all of its shareholders based on the following reasoning:

  • The loan was disbursed as part of the state program for supporting systemically important companies. Lending terms under this program are set forth in the rules for subsidizing Russian credit institutions from the federal budget to cover shortfalls in profit from working capital loans disbursed in 2020 to systemically important organizations and their subsidiaries. The rules were approved by Resolution No. 582 of the Russian Government dated 24 April 2020.
  • The loan agreement was not a related-party transaction, therefore it did not require the Supervisory Board’s consent.
  • The Director 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.
  • The Director actively participates in meetings of the Bank’s Supervisory Board and its committees and requests additional materials and clarifications to review all issues comprehensively. He has been annually elected Senior Independent Director since 2015, which is a testimony to his generally acknowledged impeccable reputation, his ability to form independent, objective and honest opinions on issues reviewed by the Supervisory Board unaffected by the Bank’s executive bodies, individual groups of shareholders or other stakeholders.

Voting results:

“for” - 11 (E. Aho, L. Boguslavsky, H. Gref, B. Zlatkis, S. Ignatiev, N. Kudryavtsev, A. Kuleshov, V. Kolychev, M. Oreshkin, A. Siluanov, N. Wells)

“against” – none

"abstained" – none

Mr Melikyan did not participate in the voting.

2. In addition to the resolutions adopted by the Supervisory Board of Sberbank on 19 December 2016 (Minutes No. 58 dtd. 19 December 2016), on 12 April 2017 (Minutes No. 15 dtd. 12 April 2017), on 23 October 2017 (Minutes No. 43 dtd. 23 October 2017), and on 25 October 2018 (Minutes No. 27 dtd. 25 October 2018), in accordance with Clause 3 of Article 69 of Federal Law No. 208-FZ “On Joint Stock Companies” dtd. 26 December 1995 – approve the concurrent service of the CEO, Chairman of the Executive Board of Sberbank, and Members of the Executive Board of Sberbank in management bodies of other organizations specified in the Annex hereto.

Voting results:

“for” - 12 (E. Aho, L. Boguslavsky, H. Gref, B. Zlatkis, S. Ignatiev, N. Kudryavtsev, A. Kuleshov, V. Kolychev, G. Melikyan, M. Oreshkin, A. Siluanov, N. Wells)

“against” – none

"abstained" – none

 2.3

Date of the Supervisory Board meeting that adopted the corresponding resolutions

22/12/2020

2.4

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

22/12/2020

Minutes No. 45

3. Signature

Managing Director – Head of

the Corporate Secretary Service of

Sberbank

(under Power of Attorney No. 887-D dated 16 September 2019)                                       O. Tsvetkov

22 December 2020

L.S.