Sberbank holds Supervisory Board meeting

Mar 19, 2021

Sberbank PJSC announces the decision made by the Supervisory Board at the meeting held on March 19, 2021.

The Supervisory Board of Sberbank PJSC has:

  • approved the 2020 annual accounting (financial) statements of Sberbank PJSC
  • noted the IFRS consolidated financial statements of Sberbank PJSC for the year ended and as of December 31, 2020
  • noted Sberbank Group’s 2020 risk report
  • noted the information on Sberbank PJSC’s ecosystem metrics for the year 2020, including the amount of investments and financial performance of the new economy companies with investments overshooting RUB 1 bn in 2020 which was benchmarked against the 2019 results, and took note of the 2021 plans.
  • took note of the information on network development of Sberbank PJSC’s internal structural subdivisions that offer services to customers.

The Supervisory Board has addressed the issues pertaining to the preparations to and holding of the Annual General Meeting of Sberbank PJSC shareholders on 2020 results and resolved to:

  • put the following candidates on the list of nominees for election to the Supervisory Board during the AGM of Sberbank PJSC shareholders on 2020 results:

    Non-executive directors:

    - Dmitry Chernyshenko, Deputy Prime Minister of the Russian Federation

    - Anton Siluanov, Minister of Finance of the Russian Federation

    - Maksim Oreshkin, Aide to the President of the Russian Federation

    - Sergey Ignatiev, Advisor to the Governor of the Bank of Russia

    - Vladimir Kolychev, Deputy Minister of Finance of the Russian Federation.

    Executive directors:

    - Herman Gref, CEO, Chairman of the Executive Board of Sberbank PJSC

    - Bella Zlatkis, Deputy Chairman of the Executive Board of Sberbank PJSC.

    Independent directors:

    - Esko Tapani Aho, Senior Adviser, East Office of Finnish Industries

    - Nikolay Kudryavtsev, Rector of Moscow Institute of Physics and Technology (National Research University).

    - Alexander Kuleshov, President of Skolkovo Institute of Science and Technology

    - Mikhail Kovalchuk, President of Russian Research Center Kurchatov Institute

    - Gennady Melikyan, Honored Economist of the Russian Federation

    - Nadya Christina Wells, Independent Investment and Corporate Governance Consultant

    - Natalie Alexandra Braginsky Mounier, Investment and Sustainable Development Expert.

  • Convene the Annual General Meeting of Sberbank PJSC shareholders on 2020 results. Set April 23, 2021, as the date for holding the Meeting (deadline for sending voting ballots). Hold the AGM in the form of absentee voting (without holding an in-person meeting of shareholders where they discuss issues on the agenda and make decisions on issues put to a vote). Set March 30, 2021 (cutoff time) as the date for determining (documenting) the individuals who have the right to participate in the Meeting.
  • agree on the agenda for the AGM of Sberbank PJSC shareholders on 2020 results
  • preliminary approve the 2020 annual report by Sberbank PJSC, which includes the information about Sberbank PJSC’s related-party transactions in 2020
  • preliminarily approve the distribution of Sberbank PJSC’s profit and establish that the profit that is not allocated for payment of 2020 dividends will continue to be part of Sberbank PJSC’s retained earnings. Submit the following resolution for approval by the AGM of Sberbank PJSC shareholders regarding the distribution of Sberbank PJSC’s 2020 net profit after taxes in the amount of RUB709,891,879,066.73: pay RUB422,375,927,600.00 as dividends, the profit in the amount of RUB287,515,951,466.73 should remain part of Sberbank PJSC’s retained earnings. Pay dividends for the year 2020 in the amount of RUB18.70 per share on Sberbank PJSC’s ordinary shares, and in the amount of RUB18.70 per share on Sberbank PJSC’s preferred shares; the dividends will thus account for 55.9% of Sberbank Group’s IFRS net profit adjusted for interest payments net of tax effects with regard to a perpetual subordinated loan recorded as a component of equity
  • propose that the AGM of Sberbank PJSC shareholders approve May 12, 2021, as the date on which the persons entitled to receive dividends for 2020 are determined
  • accept the proposal made by the Sberbank PJSC Executive Board and recommendations by the Sberbank PJSC Supervisory Board Audit Committee and recommend that the AGM of Sberbank PJSC shareholders appoint AO PricewaterhouseCoopers Audit as the Sberbank PJSC auditing firm for the year 2021 and 1Q22
  • propose that the AGM of Sberbank PJSC shareholders approve the related-party transaction, i.e. an agreement on Bank and Sberbank Group company executive liability insurance, and adopt amendments to the Charter
  • approve the list of information to familiarize persons entitled to participate in the Meeting and the order of its provision
  • approve the form and text of the ballot papers for the Meeting
  • propose that the AGM of Sberbank PJSC shareholders on the results of 2020 decide to approve a basic remuneration equal to RUB 7.7 mn for members of the Sberbank PJSC Supervisory Board
  • propose that the AGM of Sberbank PJSC shareholders on the results of 2020 decide to approve the amendments being made to the Regulations on Remuneration and Compensation paid to members of the Sberbank PJSC Supervisory Board
  • take note of the interim report on the activity of the Sberbank PJSC Committee for Minority Shareholder Relations and on the information about the investor base structure.