SBERBANK OF RUSSIA
________________________________________________________________________
MINUTES No. 29
of the Annual General Shareholders Meeting
Full corporate name of the Company: Sberbank of Russia (hereinafter, the "Company", or
"Sberbank").
Location of the Company: Moscow, Russian Federation
General meeting type: annual general meeting of shareholders (hereinafter, the "Meeting", or
the "Meeting of Shareholders").
Form of the Meeting: a meeting (joint presence of the shareholders for the discussion of the
agenda items and the adoption of resolutions on the issues put to vote, preceded by the circulation
(delivery) of voting ballots prior to the Meeting of Shareholders).
Date of the Meeting: May 27, 2016.
Place of the Meeting: Sberbank Conference hall at 19 Vavilova St., Moscow, Russian
Federation.
Start of registration of persons eligible for participation in the Meeting: 8:00 a.m. Moscow
time.
Beginning of the Meeting: 10:00 a.m. Moscow time.
End of registration of persons eligible for participation in the Meeting: 1:30 p.m. Moscow
time.
Start of vote counting: 1:40 p.m. Moscow time.
Conclusion of the Meeting: 2:55 p.m. Moscow time.
The list of persons eligible for participation in the Meeting was compiled based on the register
of holders of registered securities of Sberbank as of the close of business on April 14, 2016.
Postal address for filled-in voting ballots: 19 Vavilova St., Moscow, 117997, Sberbank.
Chairman of the Meeting: Sergey Ignatiev, Chairman of the Supervisory Board of the
Company.
Secretary of the Meeting: Evgeny Metelsky, Secretary of the Supervisory Board of the
Company.
Executive Committee of the Meeting:
1. Sergey Ignatiev;
2. Herman Gref.
The Meeting was attended by the members of the Supervisory Board and the Auditing
Commission, candidates for election to these bodies, a representative of the auditor and the members
of the Executive Board of Sberbank.
The functions of the Counting Commission at the Meeting in accordance with Clause 4 of
Article 97 of the Civil Code of the Russian Federation and Article 56 of the Federal Law dated
December 26, 1995 No. 208-FZ "On Joint-Stock Companies" were performed by Company
“STATUS”, the registrar of Sberbank (hereinafter, the "Registrar"):
Full corporate name of the Registrar: Joint-Stock Company ‘Registry society “STATUS”
Location of the Registrar: 32 Novorogozhskaya St., building 1, Moscow, Russia
1.
2.
3.
4.
5.
6.
7.
8.
9.
Agenda of the Meeting:
On approval of the Annual Report
On approval of annual accounting (financial) statements
On distribution of profit and payment of dividends for 2015
On appointment of an audit organization
On election of members of the Supervisory Board
On election of members of the Auditing Commission
On introduction of amendments to the Charter
On approval of interested party transactions
On approval of the amount of the basic remuneration to the Supervisory Board members
Opening of the Meeting
At 10:00 a.m. Moscow time, on May 27, 2016, Sergey Ignatiev, Chairman of the Shareholders
Meeting, declared the Meeting open and announced the composition of the Executive Committee of
the Meeting, the time limit of speeches and the procedure for putting questions to the speakers.
After that, the Chairman of the Meeting informed those present that the functions of the
Counting Commission were to be performed by Joint-Stock Company STATUS, the registrar of
Sberbank
The floor was given to the Chairman of the Counting Commission, M.N. Nedelsky, to
determine the competence of the Meeting. He informed the shareholders that the quorum was present
and told them about the procedure for filling in ballots and the rules of cumulative voting.
The total number of votes possessed by the shareholders owning voting shares was
21,586,948,000.
The number of votes possessed by the shareholders who took part in the Meeting was
15,068,081,306, which accounted for 69.802% of votes held by persons eligible for voting.
In accordance with Article 58 of the Federal Law dated December 26, 1995 No. 208-FZ "On
Joint-Stock Companies", the quorum was present and the Meeting was deemed competent.
The Chairman of the Meeting declared the Meeting open and the shareholders proceeded to
consider the items on the agenda.
Regarding the first item on the agenda:
Herman Gref, Sberbank CEO and Chairman of the Executive Board, delivered a report on the
first item on the agenda. He presented information about the key financial indicators of the Company,
its development strategy and investment activity.
It was suggested that the shareholders should vote on the approval of the Annual Report of
Sberbank for 2015.
The first item put to the vote:
Approve the Annual Report for 2015.
Number of votes held by persons listed as eligible to participate in the Meeting and to vote on
this agenda item: 21,586,948,000.
Number of votes attached to the voting shares of the Company calculated subject to the
requirements of Clause 4.20 of the Regulation on Additional Requirements to the Procedure for
Preparing, Convening and Holding General Shareholders Meetings, approved by the Order of the
Federal Service for Financial Markets of Russia dated February 2, 2012 No. 12-6/pz-n (hereinafter,
the "Regulation"): 21,586,948,000.
Number of votes held by persons participating in the voting on this agenda item:
15,068,081,306, which represented 69.802% of the number of votes held by persons eligible to vote.
Quorum to pass resolution on this item on the agenda was reached.
Voting results for the item put to the vote:
Number of votes that
Number of votes for every voting option from the total were not included in the tally of
number of voting shares, taken into account while passing a votes due to annulment of the
resolution on this item
ballots or otherwise
"For"
"Against"
"Abstain"
15,052,235,596
(99.895%)
312,477
(0.002%)
6,825,640
(0.045%)
8,707,593
(0.058%)
The following resolution was passed on the first agenda item by a majority of votes:
Approve the Annual Report for 2015.
Regarding the second item on the agenda:
Marina Lukyanova, Senior Managing Director, Chief Accountant – Director of the Accounting
and Reporting Department, delivered a report on the second item on the agenda. She presented
information about the annual accounting (financial) statements of the Company for 2015 prepared in
accordance with Russian Accounting Standards.
2
It was suggested that the shareholders should vote on the approval of the annual accounting
(financial) statements for 2015.
The second item put to the vote:
"Approve the annual accounting (financial) statements for 2015".
Number of votes held by persons listed as eligible to participate in the Meeting and to vote on
this agenda item: 21,586,948,000.
Number of votes attached to the voting shares of the Company calculated subject to the
requirements of Clause 4.20 of the Regulation: 21,586,948,000.
Number of votes held by persons participating in the voting on this agenda item:
15,068,081,306, which represented 69.802% of the number of votes held by persons eligible to vote.
Quorum to pass resolution on this item on the agenda was reached.
Voting results for the item put to the vote:
Number of votes that
Number of votes for every voting option from the total were not included in the tally of
number of voting shares, taken into account while passing a votes due to annulment of the
resolution on this item
ballots or otherwise
"For"
"Against"
"Abstain"
15,052,511,742
(99.897%)
266,457
(0.002%)
6,854,359
(0.045%)
8,448,748
(0.056%)
The following resolution was passed on the second agenda item by a majority of votes:
"Approve the annual accounting (financial) statements for 2015".
Regarding the third item on the agenda:
The report on the third item on the agenda of the Meeting was presented by Aleksandr
Morozov, Deputy Chairman of the Executive Board of Sberbank, who announced the amount of
profit at the end of 2015 and the grounds for profit allocation, including for dividends payment.
According to recommendations of Sberbank's Supervisory Board (Minutes
No.16 as of April 12, 2016), it was suggested that the shareholders of the Company should vote on
distribution of profit and dividends payment for 2015.
The third item put to the vote:
1. Adopt the following distribution, recommended by Sberbank's Supervisory Board, of
Sberbank's net profit for 2015 after tax in the amount of 218,387,307,230.74 Rubles: use
44,496,287,560.00 Rubles for paying out dividends, and leave profit in the amount of
173,891,019,670.74 Rubles as Sberbank's retained earnings.
2. Pay out 2015 dividends in the amount of 1.97 Rubles per ordinary share and 1.97 Rubles per
preferred share.
3. Set the close of business on June 14, 2016, as the record date for persons entitled to receive
dividends
Number of votes held by persons listed as eligible to participate in the Meeting and to vote on
this agenda item: 21,586,948,000.
Number of votes attached to the voting shares of the Company calculated subject to the
requirements of Clause 4.20 of the Regulation: 21,586,948,000.
Number of votes held by persons participating in the voting on this agenda item:
15,068,081,306, which represented 69.802% of the number of votes held by persons eligible to vote.
Quorum to pass resolution on this item on the agenda was reached.
Voting results for the item put to the vote:
Number of votes that
Number of votes for every voting option from the total were not included in the tally of
number of voting shares, taken into account while passing a votes due to annulment of the
resolution on this item
ballots or otherwise
"For"
"Against"
"Abstain"
3
15,041,014,639
(99.82%)
16,854,216
(0.112%)
1,188,987
(0.008%)
9,023,464
(0.06%)
The following resolution was passed on the third agenda item by a majority of votes:
"1. Adopt the following distribution, recommended by Sberbank's Supervisory Board, of
Sberbank's net profit for 2015 after tax in the amount of 218,387,307,230.74 Rubles: use
44,496,287,560.00 Rubles for paying out dividends, and leave profit in the amount of
173,891,019,670.74 Rubles as Sberbank's retained earnings.
2. Pay out 2015 dividends in the amount of 1.97 Rubles per ordinary share and 1.97 Rubles per
preferred share.
3. Set the close of business on June 14, 2016, as the record date for persons entitled to receive
dividends ".
Regarding the fourth item on the agenda:
The report on the fourth item on the agenda of the Meeting was presented by Aleksandr
Morozov, Deputy Chairman of the Executive Board of Sberbank, who provided the shareholders with
information on the audit organization CJSC PriceWaterhouseCoopers Audit, which had been
proposed by the Company's Supervisory Board as the Company's auditor.
It was suggested that the shareholders of the Company should approve this organization as
Sberbank's auditor for 2016 and the first quarter of 2017.
The fourth item put to the vote:
"Appoint the audit organization JSC “PriceWaterhouseCoopers Audit” as the auditor for the
year 2016 and the first quarter of the year 2017".
Number of votes held by persons listed as eligible to participate in the Meeting and to vote on
this agenda item: 21,586,948,000.
Number of votes attached to the voting shares of the Company calculated subject to the
requirements of Clause 4.20 of the Regulation: 21,586,948,000.
Number of votes held by persons participating in the voting on this agenda item:
15,068,081,306, which represented 69.802% of the number of votes held by persons eligible to vote.
Quorum to pass resolution on this item on the agenda was reached.
Voting results for the item put to the vote:
Number of votes that
Number of votes for every voting option from the total were not included in the tally of
number of voting shares, taken into account while passing a votes due to annulment of the
resolution on this item
ballots or otherwise
"For"
"Against"
"Abstain"
15,025,886,237
29,946,897
3,792,204
8,455,968
(99.72%)
(0.199%)
(0.025%)
(0.056%)
The following resolution was passed on the fourth agenda item by a majority of votes:
" Appoint the audit organization JSC “PriceWaterhouseCoopers Audit” as the auditor for the
year 2016 and the first quarter of the year 2017".
Regarding the fifth item on the agenda:
Information on the fifth item on the agenda of the Meeting was presented by Sergey Ignatiev,
Chairman of the Meeting. He announced that, in accordance with the Charter, 14 members of the
Supervisory Board were to be elected for a year until the next Shareholders Meeting and may be
reelected an unlimited number of times.
Sberbank received several proposals from the Company's shareholders concerning
recommendation of candidates for the Supervisory Board. The Supervisory Board considered all
proposals and passed a resolution to include the recommended persons in a list of candidates for
election to the Company's Supervisory Board. The voting ballot on this item included 15 candidates.
Information about them is available on the Company's official website as part of introductory
materials provided to persons eligible to take part in the Meeting (www.sberbank.com). Written
consent of candidates has been secured.
4
Members of the Company's Supervisory Board are elected by a cumulative vote. 14 out of 15
candidates with a majority of votes are considered to be elected.
3.
The fifth item put to the vote:
"Elect the following members to the Supervisory Board:
Esko Tapani Aho
Chairman of the Board of Directors of East Office of Finnish
Industries (independent director)
Martin Grant Gilman
Advisor to the Rector of the National Research University
Higher School of Economics (independent director)
Herman O. Gref
CEO, Chairman of the Executive Board of Sberbank
4.
Nadezhda Yu. Ivanova
5.
Sergey M. Ignatiev
6.
Aleksei L. Kudrin
7.
Georgy I. Luntovskiy
8.
Vladimir A. Mau
9.
Gennady G. Melikyan
1.
2.
10. Alessandro Profumo
11. Anton G. Siluanov
Deputy Chairman of the Central Bank of the Russian
Federation – Director of the Consolidated Economic
Department
Advisor to the Chairman of the Central Bank of the Russian
Federation
Dean of the Liberal Arts and Sciences Department at St.
Petersburg State University
First Deputy Chairman of the Central Bank of the Russian
Federation
Rector of the Russian Presidential Academy of National
Economy and Public Administration (independent director)
Economist Emeritus of the Russian Federation (independent
director)
Chairman of the Board of Directors of Equita Sim S.p.a.
(Italy), former CEO of Unicredit Group and ex-Chairman of
Banka Monte dei Paschi di Siena (independent director)
Minister of Finance of the Russian Federation
12. Sergei
G.
Murylev
Sinelnikov- Rector of the Russian Foreign Trade Academy of the
Ministry for Economic Development of the Russian
Federation (independent director)
13. Dmitry V. Tulin
First Deputy Chairman of the Central Bank of the Russian
Federation
14. Nadya Wells
Investment and Corporate Governance Consultant
(independent director)
15. Sergei A. Shvetsov
First Deputy Chairman of the Central Bank of the Russian
Federation
Number of cumulative votes held by persons listed as eligible to participate in the Meeting and
to vote on this agenda item: 302,217,272,000.
Number of cumulative votes attached to the voting shares of the Company calculated subject to
the requirements of Clause 4.20 of the Regulation: 302,217,272,000.
Number of cumulative votes held by persons participating in the voting on this agenda item:
210,953,138,284, which represented 69.802% of the number of votes held by persons eligible to vote.
Quorum to pass resolution on this item on the agenda was reached.
Number of cumulative votes that were not included in the tally of votes on this agenda item due
to annulment of the ballots or otherwise: 363,764,091, which represented 0.172% of the number of
votes held by persons who voted on this agenda item.
Voting results for the item put to the vote:
Item
No.
Candidate's full name
1.
2.
Esko Tapani Aho
Martin Grant Gilman
Number
% of the total number
of cumulative votes of votes included in
cast
“For”
the the
tally
while
candidate
adopting a resolution
on this item
7,589,889,249
7,899,518,341
3.598
3.745
5
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
Herman Gref
Nadezhda Ivanova
Sergey Ignatiev
Aleksey Kudrin
Georgy Luntovsky
Vladimir Mau
Gennady Melikyan
Alessandro Profumo
Anton Siluanov
Sergey Sinelnikov-Murylev
Dmitry Tulin
Nadya Wells
Sergey Shvetsov
Voted against all candidates:
Abstained in respect of all candidates:
20,527,491,068
18,405,128,186
18,568,143,362
9,977,998,356
18,404,388,824
19,227,150,686
12,724,502,722
6,958,511,318
19,605,128,302
5,543,464,816
18,402,566,384
8,250,485,988
18,454,495,495
9.731
8.725
8.802
4.73
8.724
9.114
6.032
3.299
9.294
2.628
8.724
3.911
8.748
5,675,602
44,835,494
0.003
0.021
The following resolution was passed on the fifth agenda item:
"Elect the following members to the Supervisory Board:
1. Esko Tapani Aho
Chairman of the Board of Directors of East Office of Finnish
Industries (independent director)
2. Martin Grant Gilman
Advisor to the Rector of the National Research University
Higher School of Economics (independent director)
3. Herman O. Gref
CEO, Chairman of the Executive Board of Sberbank
4.
Nadezhda Yu. Ivanova
5.
Sergey M. Ignatiev
6.
Aleksei L. Kudrin
7.
Georgy I. Luntovskiy
8.
Vladimir A. Mau
9.
Gennady G. Melikyan
10. Alessandro Profumo
11. Anton G. Siluanov
12. Dmitry V. Tulin
13. Nadya Wells
14. Sergei A. Shvetsov
Deputy Chairman of the Central Bank of the Russian
Federation – Director of the Consolidated Economic
Department
Advisor to the Chairman of the Central Bank of the Russian
Federation
Dean of the Liberal Arts and Sciences Department at St.
Petersburg State University
First Deputy Chairman of the Central Bank of the Russian
Federation
Rector of the Russian Presidential Academy of National
Economy and Public Administration (independent director)
Economist Emeritus of the Russian Federation (independent
director)
Chairman of the Board of Directors of Equita Sim S.p.a.
(Italy), former CEO of Unicredit Group and ex-Chairman of
Banka Monte dei Paschi di Siena (independent director)
Minister of Finance of the Russian Federation
First Deputy Chairman of the Central Bank of the Russian
Federation
Investment and Corporate Governance Consultant
(independent director)
First Deputy Chairman of the Central Bank of the Russian
Federation
Regarding the sixth item on the agenda:
The Chairman of the Meeting, Sergey Ignatiev, reported on the sixth agenda item.
According to the Company's Charter, the Auditing Commission is elected for a year until the
next Annual General Shareholders Meeting and is composed of 7 people.
6
The ballot for voting on this item includes 7 candidates. Written consent of candidates has been
secured. Information about the candidates for the Auditing Commission is available on the
Company's official website as part of introductory materials provided to persons eligible to take part
in the Meeting (www.sberbank.com).
The sixth item put to the vote:
"Elect the following members to the Auditing Commission:
Full name
Position
Ite
m
No
.
1.
Natalya P. Borodina
2.
Vladimir M. Volkov
3.
Irina B. Litvinova
4.
Tatyana A. Domanskaya
5.
Yuliya Yu. Isakhanova
Senior Managing Director - Head of Financial Control
Division of Finance Department of Sberbank
6.
Aleksei Ye. Minenko
Managing Director, Deputy Chief Accountant - Deputy
Director of Accounting and Reporting Division of Sberbank
7.
Natalya V. Revina
Senior Managing Director - Director of Integrated Risk
Management Department of Sberbank
Deputy Director of the Internal Audit Department of the
Central Bank of the Russian Federation
Deputy Chief Accountant of the Central Bank of the Russian
Federation, Deputy Director of the Accounting and Reporting
Department
Head of the Audit of Accounting and Financial and Economic
Activities Division of Internal Auditing Department of the
Central Bank of the Russian Federation
Head of Interaction with External Controlling Authorities
Section of Internal Audit Division of Sberbank
Number of votes held by persons listed as eligible to participate in the Meeting and to vote on
this agenda item: 21,586,948,000.
Number of votes attached to the voting shares of the Company calculated subject to the
requirements of Clause 4.20 of the Regulation: 21,585,487,579.
Number of votes held by persons participating in the voting on this agenda item:
15,066,813,725, which represented 69.801% of the number of votes held by persons eligible to vote.
Quorum to pass resolution on this item on the agenda was reached.
Shareholders who are Supervisory Board members or who occupy positions in the Company's
management bodies did not take part in the vote on this item on the agenda.
Voting results for the item put to the vote:
Ite Candidate's full Number of votes cast in favor of each of the Number of votes not
m
name
voting options
included in the tally of
No
votes
due
to
.
annulment of the
ballots to the extent
"For"
"Against"
"Abstain"
relating to the vote on
the candidate
Number of
Number of
Number of
Number of votes
votes
votes
votes
%
%
%
%
1.
Natalya P.
14,943,101,228
107,219,080
3,464,156
13,029,261
(99.179%)
(0.712%)
(0.023%)
(0.086%)
Borodina
2.
Vladimir M.
14,940,450,292
107,269,551
5,589,141
13,504,741
(99.161%)
(0.712%)
(0.037%)
(0.090%)
Volkov
3.
Irina B.
14,942,531,798
107,171,507
5,524,298
11,586,122
(99.175%)
(0.711%)
(0.037%)
(0.077%)
Litvinova
7
4.
5.
6.
7.
Tatyana A.
Domanskaya
Yuliya Yu.
Isakhanova
Aleksei Ye.
Minenko
Natalya V.
Revina
14,900,823,044
(98.898%)
14,900,853,023
(98.899%)
14,900,699,576
(98.897%)
14,898,224,986
(98.881%)
148,654,024
(0.987%)
148,704,179
(0.987%)
148,702,538
(0.987%)
148,814,924
(0.988%)
5,768,269
(0.038%)
5,646,960
(0.037%)
5,693,767
(0.038%)
5,768,403
(0.038%)
11,568,388
(0.077%)
11,609,563
(0.077%)
11,717,844
(0.078%)
14,005,412
(0.093%)
The following resolution was passed on the sixth agenda item by a majority of votes:
"Elect the following members to the Auditing Commission:
Full name
Position
Ite
m
No
.
1.
Natalya P. Borodina
2.
Vladimir M. Volkov
3.
Irina B. Litvinova
4.
Tatyana A. Domanskaya
5.
Yuliya Yu. Isakhanova
Senior Managing Director - Head of Financial Control Division
of Finance Department of Sberbank
6.
Aleksei Ye. Minenko
Managing Director, Deputy Chief Accountant - Deputy Director
of Accounting and Reporting Division of Sberbank
7.
Natalya V. Revina
Senior Managing Director - Director of Integrated Risk
Management Department of Sberbank
Deputy Director of the Internal Audit Department of the Central
Bank of the Russian Federation
Deputy Chief Accountant of the Central Bank of the Russian
Federation, Deputy Director of the Accounting and Reporting
Department
Head of the Audit of Accounting and Financial and Economic
Activities Division of Internal Auditing Department of the
Central Bank of the Russian Federation
Head of Interaction with External Controlling Authorities
Section of Internal Audit Division of Sberbank
Regarding the seventh item on the agenda:
The report on the seventh item on the agenda of the Meeting was presented by Igor
Kondrashov, Vice President of the Legal Department of the Company, who provided information
about the purpose of introducing changes to the Company's Charter and key changes in the
provisions of the document.
The seventh item put to the vote:
Approve Amendments No. 1 to be introduced into the Charter of Sberbank. Instruct the CEO,
Chairman of the Executive Board of Sberbank to sign the documents required for the state
registration of Amendments No.1 introduced to the Charter of Sberbank.
Number of votes held by persons listed as eligible to participate in the Meeting and to vote on
this agenda item: 21,586,948,000.
Number of votes attached to the voting shares of the Company calculated subject to the
requirements of Clause 4.20 of the Regulation: 21,586,948,000.
Number of votes held by persons participating in the voting on this agenda item:
15,068,081,306, which represented 69.802% of the number of votes held by persons eligible to vote.
Quorum to pass resolution on this item on the agenda was reached.
Voting results for the item put to the vote:
8
Number of votes that
Number of votes for every voting option from the total were not included in the tally of
number of voting shares, taken into account while passing a votes due to annulment of the
resolution on this item
ballots or otherwise
"For"
"Against"
"Abstain"
15,002,248,160
(99.563%)
51,763,780
(0.344%)
4,125,540
(0.027%)
9,943,826
(0.066%)
The following resolution was passed on the seventh agenda item by a majority exceeding
three quarters of the votes:
Approve Amendments No. 1 to be introduced into the Charter of Sberbank. Instruct the CEO,
Chairman of the Executive Board of Sberbank to sign the documents required for the state
registration of Amendments No.1 introduced to the Charter of Sberbank.
Regarding the eighth item on the agenda:
The report on the eighth item on the agenda of the Meeting was presented by Aleksandr
Vedyakhin, Senior Vice-President of Sberbank, who proposed that the Meeting should approve the
interested party transaction between the Company and SOGAZ JSC: the Liability Insurance Contract
for Directors, Officers and Companies.
Since all members of the Company's Supervisory Board are persons interested in the
performance of this transaction, in accordance with Clause 2, Article 83 and Paragraph 5, Clause 1,
Article 77 of Federal Law No. 208-FZ, dated December 26, 1995, "On Joint-Stock Companies", the
resolution on the matter of its approval (including the transaction price) shall be made by the
Company's General Shareholders Meeting. Such a resolution is passed by a majority of votes of all
shareholders not interested in the transaction.
The eighth item put to the vote:
1. Pursuant to Clause 1 of Article 77 of the Federal Law No. 208-FZ dated December 26, 1995
"On Joint-Stock Companies", define the price of services purchased under:
1.1. the Policy No. 15DO0020 (hereinafter, the "Policy") for the insurance period from October
10, 2015 through June 30, 2016 – in the amount of the insurance premium equal to 21,600,000 (twenty
one million six hundred thousand) Rubles.
1.2. Endorsement No.1 to the Policy (hereinafter, the "Supplementary Agreement No.1") for the
insurance period from July 01, 2016 through June 30, 2017 – in the amount of the insurance premium
equal to 28,800,000 (twenty eight million eight hundred thousand) Rubles.
Taking into account Endorsement No. 1, the aggregated amount of the insurance premium under
the Policy shall amount to 50,400,000 (fifty million four hundred thousand) Rubles.
2. Pursuant to Clause 1 of Article 81, and Clauses 3 and 4 of Article 83 of the Federal Law No.
208-FZ dated December 26, 1995 "On Joint-Stock Companies", approve the following interested party
transactions:
2.1. Policy No. 15DO0020:
Parties to the transaction: Insured — Sberbank of Russia (Sberbank), Insurer — Joint-Stock
Company "Gas Industry Insurance Company" (SOGAZ JSC).
Subject matter of the transaction: The Insurer undertakes to pay the insurance coverage
(indemnification) under the Policy to (as the case may be) the respective Insured and/or any third party
entitled to such indemnification should any of the insured events listed in the Policy occur.
Insured:
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 Insured Period was; and/or
(b) at the time when the Insured Period opens, is; and/or (с) at any time during the Insured Period will
become:
9
a) a Director (a member of the Supervisory Board or Board of Directors) / Officer (including the
sole executive body, a deputy of the sole executive body, a member of the collegiate executive body, a
senior vice president, a vice president, the chief accountant, etc.)/ other Company Employee as stated in
the Policy; and/or
b) any other person indicated in the Policy.
Beneficiaries: with reference to covering the Company’s and the Insured Persons’ liability for
financial losses incurred by third parties: third parties incurring such financial losses; with reference to
covering any costs and expenses borne by the Companies and the Insured Persons: the Insured
Companies and the Insured Persons.
Insured interest:
Coverage A: property 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: property 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: property 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) occurrence of all of the following circumstances: the incurrence by any Insured
Person of an obligation to indemnify financial losses sustained by third parties through a wrongful act of
that Insured Person 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
Person or the necessity to incur such expenses in relation to that claim;
Coverage B: any costs / expenses borne by any Company exclusively in relation to the
indemnification by that Company of losses to any Insured Person and/or another person in the interests
of any Insured Person 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) occurrence of all of the following circumstances: the incurrence by any Company
of an obligation to indemnify any financial loss incurred by any third party in connection with any
wrongful act of the Company, and the filing of any securities claim against such Company in connection
with such financial loss; (2) the filing of any securities claim against any Company, which may result in
the incurrence of or the necessity to incur any costs and expenses by such Company in connection with
such a securities claim.
Price of the transaction: the amount of the insurance premium for the insurance period from
October 10, 2015 through June 30, 2016 is 21,600,000 (twenty one million six hundred thousand)
Rubles.
Limit of Liability:
Total for all insurance covers and extensions other than the Independent Director extension:
4,600,000,000 (four billion six hundred million) Rubles.
- Independent director excess limit of liability: 30,000,000 (thirty million) Rubles. Independent
director aggregate excess limit of liability: 150,000,000 (one hundred fifty million) Rubles.
Retention (per each insured event):
Coverage A: not applicable;
Coverage B: 1,500,000 (one million five hundred thousand) Rubles (for claims attributable to the
SPO of the Bank); 500,000 (five hundred thousand) Rubles (for all other Claims);
Coverage C: 7,500,000 (seven million five hundred thousand) Rubles (for claims attributable to
the SPO of the Bank); 3,000,000 (three million) Rubles (for all other claims).
Free Discovery Period: sixty (60) calendar days.
Term of the Policy / Period of Insurance: October 10, 2015 – June 30, 2016.
2.2. Supplementary Agreement No. 1 to the Policy No. 15DO0020:
Parties to the transaction: Insured — Sberbank of Russia (Sberbank), Insurer — Joint-Stock
Company "Gas Industry Insurance Company" (SOGAZ JSC).
Subject matter of the transaction: extension of the validity term of the Policy till June 30, 2017,
without any changes to other conditions of the Policy.
10
Price of the transaction: the amount of the insurance premium under Endorsement No. 1 for the
insurance period from July 01, 2016 through June 30, 2017 is 28,800,000 (twenty eight million eight
hundred thousand) Rubles.
The term of Endorsement No. 1 / the insured period: till June 30, 2017.
Beneficiaries: with reference to covering the Company’s and the Insured Persons’ liability for
financial losses incurred by third parties: third parties incurring such financial losses; with reference to
covering any costs and expenses borne by the Companies and the Insured Persons: the Insured
Companies and the Insured Persons.
Other material terms: correspond to the Policy.
Number of votes held by persons listed as eligible to participate in the Meeting and to vote on
this agenda item: 21,585,487,579.
Number of votes attached to the voting shares of the Company calculated subject to the
requirements of Clause 4.20 of the Regulation: 21,585,487,579.
Number of votes held by persons participating in the voting on this agenda item:
15,066,813,725, which represented 69.801% of the number of votes held by persons eligible to vote.
Quorum to pass resolution on this item on the agenda was reached.
Voting results for the item put to the vote:
Number of votes that
Number of votes for every voting option from the total were not included in the tally of
number of voting shares, taken into account while passing a votes due to annulment of the
resolution on this item
ballots or otherwise
"For"
"Against"
"Abstain"
15,031,457,937
4,946,349
22,008,762
8,400,677
(69.637%)
(0.023%)
(0.102%)
(0.039%)
The following resolution was passed on the eighth agenda item by a majority of votes of
all shareholders not interested in the transaction:
1. Pursuant to Clause 1 of Article 77 of the Federal Law No. 208-FZ dated December 26, 1995
"On Joint-Stock Companies", define the price of services purchased under:
1.1. the Policy No. 15DO0020 (hereinafter, the "Policy") for the insurance period from October
10, 2015 through June 30, 2016 – in the amount of the insurance premium equal to 21,600,000 (twenty
one million six hundred thousand) Rubles.
1.2. Endorsement No.1 to the Policy (hereinafter, the "Supplementary Agreement No.1") for the
insurance period from July 01, 2016 through June 30, 2017 – in the amount of the insurance premium
equal to 28,800,000 (twenty eight million eight hundred thousand) Rubles.
Taking into account Endorsement No. 1, the aggregated amount of the insurance premium under
the Policy shall amount to 50,400,000 (fifty million four hundred thousand) Rubles.
2. Pursuant to Clause 1 of Article 81, and Clauses 3 and 4 of Article 83 of the Federal Law No.
208-FZ dated December 26, 1995 "On Joint-Stock Companies", approve the following interested party
transactions:
2.1. Policy No. 15DO0020:
Parties to the transaction: Insured — Sberbank of Russia (Sberbank), Insurer — Joint-Stock
Company "Gas Industry Insurance Company" (SOGAZ JSC).
Subject matter of the transaction: The Insurer undertakes to pay the insurance coverage
(indemnification) under the Policy to (as the case may be) the respective Insured and/or any third party
entitled to such indemnification should any of the insured events listed in the Policy occur.
Insured:
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 Insured Period was; and/or
(b) at the time when the Insured Period opens, is; and/or (с) at any time during the Insured Period will
become:
a) a Director (a member of the Supervisory Board or Board of Directors) / Officer (including the
sole executive body, a deputy of the sole executive body, a member of the collegiate executive body, a
11
senior vice president, a vice president, the chief accountant, etc.)/ other Company Employee as stated in
the Policy; and/or
b) any other person indicated in the Policy.
Beneficiaries: with reference to covering the Company’s and the Insured Persons’ liability for
financial losses incurred by third parties: third parties incurring such financial losses; with reference to
covering any costs and expenses borne by the Companies and the Insured Persons: the Insured
Companies and the Insured Persons.
Insured interest:
Coverage A: property 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: property 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: property 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) occurrence of all of the following circumstances: the incurrence by any Insured
Person of an obligation to indemnify financial losses sustained by third parties through a wrongful act of
that Insured Person 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
Person or the necessity to incur such expenses in relation to that claim;
Coverage B: any costs / expenses borne by any Company exclusively in relation to the
indemnification by that Company of losses to any Insured Person and/or another person in the interests
of any Insured Person 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) occurrence of all of the following circumstances: the incurrence by any Company
of an obligation to indemnify any financial loss incurred by any third party in connection with any
wrongful act of the Company, and the filing of any securities claim against such Company in connection
with such financial loss; (2) the filing of any securities claim against any Company, which may result in
the incurrence of or the necessity to incur any costs and expenses by such Company in connection with
such a securities claim.
Price of the transaction: the amount of the insurance premium for the insurance period from
October 10, 2015 through June 30, 2016 is 21,600,000 (twenty one million six hundred thousand)
Rubles.
Limit of Liability:
Total for all insurance covers and extensions other than the Independent Director extension:
4,600,000,000 (four billion six hundred million) Rubles.
- Independent director excess limit of liability: 30,000,000 (thirty million) Rubles. Independent
director aggregate excess limit of liability: 150,000,000 (one hundred fifty million) Rubles.
Retention (per each insured event):
Coverage A: not applicable;
Coverage B: 1,500,000 (one million five hundred thousand) Rubles (for claims attributable to the
SPO of the Bank); 500,000 (five hundred thousand) Rubles (for all other Claims);
Coverage C: 7,500,000 (seven million five hundred thousand) Rubles (for claims attributable to
the SPO of the Bank); 3,000,000 (three million) Rubles (for all other claims).
Free Discovery Period: sixty (60) calendar days.
Term of the Policy / Period of Insurance: October 10, 2015 – June 30, 2016.
2.2. Supplementary Agreement No. 1 to the Policy No. 15DO0020:
Parties to the transaction: Insured — Sberbank of Russia (Sberbank), Insurer — Joint-Stock
Company "Gas Industry Insurance Company" (SOGAZ JSC).
Subject matter of the transaction: extension of the validity term of the Policy till June 30, 2017,
without any changes to other conditions of the Policy.
12
Price of the transaction: the amount of the insurance premium under Endorsement No. 1 for the
insurance period from July 01, 2016 through June 30, 2017 is 28,800,000 (twenty eight million eight
hundred thousand) Rubles.
The term of Endorsement No. 1 / the insured period: till June 30, 2017.
Beneficiaries: with reference to covering the Company’s and the Insured Persons’ liability for
financial losses incurred by third parties: third parties incurring such financial losses; with reference to
covering any costs and expenses borne by the Companies and the Insured Persons: the Insured
Companies and the Insured Persons.
Other material terms: correspond to the Policy.
Regarding the ninth item on the agenda:
A report regarding the ninth agenda item was presented by Bella Zlatkis, Deputy Chairman of
the Executive Board of Sberbank, who told the Meeting about the purpose of and grounds for
changes in remuneration payable to the members of the Supervisory Board and amendments in the
Regulations on Remuneration and Compensation Paid to Members of the Supervisory Board.
The ninth item put to the vote:
"1. Approve the basic remuneration of Sberbank's Supervisory Board members in the amount of
5.9 million Rubles.
2. Introduce the following amendments to the Regulations on Remuneration and Compensation
Paid to Members of the Supervisory Board:
a) Amend item 2.3 as follows:
"2.3. Members of the Supervisory Board, depending on their participation in the work of the
Supervisory Board, shall be paid the following kinds of additional remuneration:
 for performance of duties of a member of any committee of the Supervisory Board – in
the amount of 20% of the base remuneration;
 for performance of duties of Chairman of any committee of the Supervisory Board and
senior independent director – in the amount of 30% of the basic remuneration;
 for performance of duties of the Chairman of the Supervisory Board – in the amount of
50% of the basic remuneration".
b) in clause 2.4, replace "30%" with "50%".
c) add clause 2.8 to read as follows:
"Remuneration to a Member of the Supervisory Board of the Bank for the current Pay period
shall be calculated as the amounts of basic and additional remuneration fixed at the time of his/her
election to the Supervisory Board of the Bank."
Number of votes held by persons listed as eligible to participate in the Meeting and to vote on
this agenda item: 21,586,948,000.
Number of votes attached to the voting shares of the Company calculated subject to the
requirements of Clause 4.20 of the Regulation: 21,586,948,000.
Number of votes held by persons participating in the voting on this agenda item:
15,068,081,306, which represented 69.802% of the number of votes held by persons eligible to vote.
Quorum to pass resolution on this item on the agenda was reached.
Voting results for the item put to the vote:
Number of votes that
Number of votes for every voting option from the total were not included in the tally of
number of voting shares, taken into account while passing a votes due to annulment of the
resolution on this item
ballots or otherwise
"For"
15,041,633,535
(99.824%)
"Against"
8,141,561
(0.054%)
"Abstain"
7,640,056
(0.051%)
10,666,154
(0.071%)
The following resolution was passed on the ninth agenda item by a majority of votes:
"1. Approve the basic remuneration of Sberbank's Supervisory Board members in the amount of
5.9 million Rubles.
13
2. Introduce the following amendments to the Regulations on Remuneration and Compensation
Paid to Members of the Supervisory Board:
a) Amend item 2.3 as follows:
"2.3. Members of the Supervisory Board, depending on their participation in the work of the
Supervisory Board, shall be paid the following kinds of additional remuneration:
 for performance of duties of a member of any committee of the Supervisory Board – in
the amount of 20% of the base remuneration;
 for performance of duties of Chairman of any committee of the Supervisory Board and
senior independent director – in the amount of 30% of the basic remuneration;
 for performance of duties of the Chairman of the Supervisory Board – in the amount of
50% of the basic remuneration".
b) in clause 2.4, replace "30%" with "50%".
c) add clause 2.8 to read as follows:
"Remuneration to a Member of the Supervisory Board of the Bank for the current Pay period
shall be calculated as the amounts of basic and additional remuneration fixed at the time of his/her
election to the Supervisory Board of the Bank."
When all the agenda items had been discussed, Sergey Ignatiev, Chairman of the Meeting, gave
the floor to Anton Danilov-Danilyan, Chairman of Sberbank's Committee for Minority Shareholder
Relations, who informed the shareholders of the results of the Committee work in 2015 and its plans
for 2016.
After that, the Chairman of the Meeting gave the floor to those shareholders who wished to
make a speech.
The following persons made a speech and participated in the discussion of the items on the
agenda:
1.
V.A. Zhomnir
2.
K.F. Zherebtsov
3.
O.N. Pushkin
4.
A.Yu. Martyanov
5.
D.A. Udalov
6.
A.F. Babiychuk
7.
Yu.N. Baranov
8.
V.P. Romanov
9.
D.V. Zakharov
Questions from shareholders and their representatives, including those received via
videoconferencing from Tyumen and Samara, were answered by Herman Gref, CEO, Chairman of
the Executive Board.
The full text of speeches and answers to questions is set forth in the shorthand notes of the
Meeting.
Sergey Ignatiev, Chairman of the Meeting, gave the floor to M.N. Nedelsky, Chairman of the
Counting Commission. Mr. Nedelsky informed the shareholders about the number of votes held by
those who had registered and taken part in the Meeting before the end of registration, and then asked
the shareholders who had not voted on the agenda items to vote by means of ballots.
Voting results and resolutions passed by the Meeting were read out before its closing by M.N.
Nedelsky, Chairman of the Counting Commission.
Sergey Ignatiev, Chairman of the Meeting, announced that all the agenda items had been
discussed and the respective resolutions had been passed and declared the Shareholders Meeting on
the Company's performance in 2015 closed.
The audio recording and shorthand notes of the Meeting are kept in the Company archive.
These minutes were drawn up on June 1, 2016, in two copies of equal legal force.
14
Chairman of the Meeting
Secretary of the Meeting
S.M. Ignatyev
E.M. Metelsky
15