Committee for Minority Shareholders relations

The Committee for Minority Shareholder Relations of Sberbank of Russia was established to generate a system within Sberbank aimed at maintenance of efficient liaison with the Bank's minority shareholders and to enhance its investment attractiveness. The Bank's minority shareholders repeatedly advanced the initiative of such board establishment. The Committee's activity serves to increase the Bank's capitalization and to protect the Bank's shareholders' rights and interests.

The committee is an advisory and consultative board that, if necessary, considers proposals of minority shareholders on improvement of the Bank's corporate governance, provides recommendations to the Bank's executive boards and the Supervisory Board on enforcement and protection of rights and legitimate interests of the Bank's minority shareholders. The Committee contributes to a clarification of the Bank's policy and development strategy to the minority shareholders. The Committee's resolutions are not binding. The Bank's minority shareholders and their representatives, the Bank's officers and representatives of the Bank's registrar may be members of this committee. The candidates' working experience and competence shall be considered when appointing the Committee's members. The minority shareholders may independently run as candidates for the Committee's members.

Members of the Committee for Minority Shareholders Relations of Sberbank:

The Chairman of the Committee
Anton Danilov-DanilyanThe minority shareholder of Sberbank
Members of the Committee
Dmitry Zakharova minority shareholder of Sberbank
Natalia Koshelevaa minority shareholder of Sberbank
Alexei Sobakara minority shareholder of Sberbank
Dmitry Udalova minority shareholder of Sberbank
Alexander Filatova minority shareholder of Sberbank
Denis Shabanova minority shareholder of Sberbank
Anastasia BelyaninaThe Managing Director, Head of Investor Relations of Sberbank
Oleg TsvetkovHead of the Corporate Secretary Service of Sberbank
Lyudmila MironovaJoint Stock Company «Registrу society «STATUS»
Yulia FedotovaJoint Stock Company «Registrу society «STATUS»
Committee Secretary
Evgenia LitvinenkoInvestor Relations of Sberbank

Regulations

on Committee for Minority Shareholders Relations

Sberbank

(Version 2)

APPROVED BY CEO, Chairman of the Executive Board Herman Gref

October 18, 2018

Moscow, 2018


CONTENTS

  1. General provisions
  2. Objectives of the Committee
  3. Membership of the Committee and the procedure for its formation
  4. Main functions of the Chairman and Secretary of the Committee
  5. Meetings of the Committee
  6. Resolutions of the Committee
  7. Final provisions



1.General provisions

1.1 The Committee for Minority Shareholders Relations of Sberbank (hereinafter referred to as the Committee) is established in order to maintain constructive and effective relations with the minority shareholders of Sberbank (hereinafter referred to as the Bank) and to increase the Bank's investment attractiveness. The activities of the Committee are designed to help protect the rights and legitimate interests of its shareholders through the full assistance in their exercise.

1.2 The Committee shall be an advisory body, which considers the minority shareholders’ proposals regarding the Bank’s corporate governance improvement and provides the executive bodies and the Supervisory Board of the Bank with recommendations concerned with exercise of the rights and legitimate interests of minority shareholders of the Bank. The Committee shall assist in the explanation of the Bank’s policy and development strategy for minority shareholders.

1.3 The resolutions adopted by the Committee shall be of an advisory nature.

1.4The Regulations on the Committee, information about the membership of the Committee, information about the Committee’s meetings (issues considered and decisions made) shall be disclosed on the Committee’s website.

1.5 In its activities, the Committee shall be guided by the laws of the Russian Federation, the Corporate Governance Code recommended by the Bank of Russia for application by public joint-stock companies, the Charter and internal documents of the Bank, as well as this Regulation.

2.Objectives of the Committee

2.1 Comprehensive study of the proposals and initiatives of shareholders on improvement of the Bank’s corporate governance, development of recommendations on increasing the participation of minority shareholders in the Bank's activities, improvement of customer experience of the Bank and provided services.

2.2 Explanation of the Bank’s policies and development strategies to minority shareholders of the Bank and investors.

2.3 Summarizing and bringing the proposals and initiatives of minority shareholders to the attention of the executive bodies of the Bank and, if necessary, to the Supervisory Board of the Bank.

3.Membership of the Committee and the procedure for its formation

3.1 The number of members of the Committee shall not be less than 6 (six) persons.

3.2 The Bank’s minority shareholder only shall be the Chairman of the Committee.

3.3 During the absence of the Chairman of the Committee, his duties shall be performed by the Deputy Chairman of the Committee.

3.4 The Bank’s employee only shall be the Secretary of the Committee.

3.5 The membership of the Committee shall consist of minority shareholders of the Bank or their representatives, Bank employees (including Corporate Secretary and Head of the Center for Interaction with Investors), a representative of the Bank's registrar.

3.6 The list of candidates for the members of the Committee shall be compiled on the basis of proposals from the Chairman of the Committee and/or members of the Committee, as well as applications received from minority shareholders of the Bank.

Proposals for the self-nomination of candidates  – minority shareholders to the members of the Committee shall be sent by letter to: 19 Vavilova St., Moscow 117997, Russian Federation, Sberbank, the Committee for Minority Shareholders Relations The letter shall include: an extract from Sberbank shareholder register system or a statement of securities account (issued no later than 2 (two) weeks before the date of application) confirming that the shares are held by the minority shareholder; information about the candidate, including the surname, name and patronymic of the candidate, education, experience and expertise in the financial sector, information technology and corporate governance, address and contact telephone number, as well as any other information that the candidate shall deem necessary to provide.

3.7 For the formation of the Committee, including the election of the Chairman of the Committee, the Deputy Chairman of the Committee and the Secretary of the Committee, as well as changes in the membership of the Committee, the Commission for approval of the membership of the Committee (hereinafter referred to as the Commission) shall be established, consisting of 5 (five) people:

  • Chairman of the Committee (shall be the Chairman of the Commission)
  • minority shareholder – member of the Committee (shall be elected at a meeting of the Committee in accordance with paragraph 6.1 of these Regulations)
  • Corporate Secretary of Bank
  • Member of the Supervisory Board of the Bank – Senior Independent Director
  • Head of the Center for Interaction with Investors of the Bank


3.8 The meetings of the Commission shall be convened at the initiative of the members of the Committee or the Commission, as necessary, if there are proposals to change the membership of the Committee.

The quorum for holding a meeting of the Commission shall be at least half of the number of the Commission members. Resolutions of the Commission shall be passed by a simple majority of votes of its members participating in the meeting. In case of a tied vote, the Chairman shall have the casting vote.

In considering a candidate for the position of Chairman/Member of the Committee, the Commission shall analyze the information provided about the candidate for the impeccable business and personal reputation, experience and expertise in financial sector, information technology and corporate governance, education and professional skills which are necessary to make informed decisions related to the objectives of the Committee, as well as the interest of the candidate to work in the Committee.

3.9 In accordance with the results of the Commission meeting, the Secretary of the Committee shall prepare the minutes of the meeting. The minutes of the Commission meeting shall state:

a)date, place and time of the meeting;
b) list of participants of the meeting, including members of the Committee and invited persons;
c) agenda of the meeting;
d) the voting results on the issues considered and resolutions adopted.

3.10The minutes of the Commission meeting shall be prepared within 2 (two) business days from the date of the meeting, approved by the Chairman of the Commission and kept by the Secretary of the Committee.

3.11 In the event that a member of the Committee - a minority shareholder ceases to be the holder of the Bank’s shares, he shall be obliged to send the Committee a statement of his withdrawal from the Committee within seven days.

3.12 The Committee members shall not be members of the governing bodies of competing organizations, as well as have a valid employment contract with competing organizations. In the event that a member of the Committee - a minority shareholder enters into an employment contract with a competing organization or becomes a member of the governing body of a competing organization, he shall be obliged to send the Committee a statement of his withdrawal from the Committee within seven days.

3.13 The membership of the Committee shall be changed in accordance with paragraphs 3.6-3.10 of these Regulations.

3.14 After being elected to the Committee, members of the Committee shall be obliged to provide the Bank with an Undertaking of Non-Disclosure of information constituting a trade secret.

4.Main functions of the Chairman and Secretary of the Committee

4.1 The Committee shall be headed by the Chairman of the Committee, who is personally responsible for the results of the work of the Committee and the achievement of its goals and objectives.

4.2 Chairman of the Committee shall:

a) organize the work of the Committee;
b) convene meetings of the Committee and chair them;
c) determine the format and approve the agenda of the meetings of the Committee;
d) determine the list of persons invited to participate in the meeting of the Committee;
e) organize keeping the minutes of the Committee meetings and approve the minutes of the Committee meetings;
f) assign responsibilities among the members of the Committee;
g) give instructions to members of the Committee related to the in-depth study of the issues and the preparation of materials for consideration at a meeting of the Committee;
h) inform the executive bodies of the Bank about the results of the work and, if necessary, the Supervisory Board of the Bank, as well as shareholders of the Bank at the General Meeting of Shareholders;
i) carry out control over execution of the resolutions adopted;
j) participate in the formation of the Committee membership;
k) perform other functions arising from the goals and objectives of the Committee.

4.3 Secretary of the Committee shall

a)    send the members of the Committee notices of upcoming meetings and materials on agenda items;
b)    keep minutes of the meetings of the Committee and the Commission and prepare them for signature by the Chairman of the Committee;
c)    store minutes of meetings of the Committee and the Commission;
d)    prepare extracts from the minutes of the Committee and the Commission upon request of interested parties;
e)    execute instructions of the Chairman of the Committee related to the activities of the Committee.

5.Meetings of the Committee

5.1 The activities of the Committee shall be carried out on an ongoing basis. Committee meetings shall be held as necessary, but not less than 4 (four) times a year. <

5.2 The activities of the Committee shall be carried out by considering the items on the agenda at the Committee meetings. The dates and the procedure for holding the meetings shall be established by the Chairman of the Committee. The quorum of the meeting shall be at least half of the number of the elected members of the Committee.

5.3 It shall be allowed to hold meetings of the Committee in the mode of a teleconference, as well as in absentia, taking into account the written opinion of the absent member of the Committee on the issues under consideration. For the purposes of the meeting quorum, availability of a written opinion of an absent member of the Committee shall be taken into account.

5.4 The agenda of the Committee shall be approved by the Chairman of the Committee.

5.5 At the first meeting in the calendar year, the preliminary work plan of the Committee for this calendar year shall be approved.

5.6 Notice of the forthcoming meeting of the Committee shall be sent to the members of the Committee by e-mail by the Secretary of the Committee no later than 3 (three) days before the date of the meeting with an attachment of materials on agenda of the meeting.

5.7 Upon decision of the Chairman of the Committee, other persons may be invited to participate in the meeting subject to their compliance with the requirements for the protection of confidential information of the Bank.

6.Resolutions of the Committee

6.1 Resolutions of the Committee shall be passed by a simple majority of votes of its members participating in the meeting. In case of a tied vote, the Chairman shall have the casting vote.

6.2 In accordance with the results of the Committee meeting, the Secretary of the Committee shall prepare the minutes of the meeting. The minutes of the Committee meeting shall state:

a) date, place and time of the meeting;
b) list of participants of the meeting, including members of the Committee and invited persons;
c) agenda of the meeting;
d) the voting results on the issues considered and resolutions adopted.

6.3 The minutes of the Committee meeting shall be prepared within 2 (two) working days from the date of the meeting, approved by the Chairman of the Commission and kept by the Secretary of the Committee.

7.Final provisions

7.1 All changes and additions to these Regulations shall be made by approving the Regulations in a new version. After approval of the new version of the Regulation, the previous version of the Regulation shall cease to be in force.

7.2 These Regulations and its new versions shall be approved by the CEO, the Chairman of the Executive Board of the Bank and enter into force on the date of their approval.

Telephone: +7 (495) 957-59-60

Investor Relations Department:

19 Vavilova St, Moscow 117997
E-mail: ir@sberbank.ru