Report on Sberbank s related-party transactions made in 2016

Transcription

1 Report on Sberbank s related-party transactions made in 2016 Accuracy of the information is confirmed by the Audit Commission of Sberbank The report is approved by the Supervisory Board of Sberbank

2 This Report shows a list of Sberbank transactions made in 2016 year and recognized as related-party ones in accordance with the Federal Law dated No. 208-FZ «On Joint Stock Companies» (as amended by the Federal Law dated No. 343-FZ ). All these transactions are approved by the Supervisory Board or the General meeting of the shareholders of Sberbank. Grounds for recognition of persons interested in the transactions are as at the time of the transactions made. 1 Counterparty: Bank of Russia Interested Parties: members of the Supervisory Board: S.Ignatiev, G.Luntovskiy, S.Shvetsov, N.Ivanova, D.Tulin all these persons are members of the Supervisory Board of Sberbank and members of the Board of Directors of the Bank of Russia. Concluding Agreement on the Bank of Russia Loans, Secured by Sureties of Joint Stock Company Federal Corporation for the Development of Small and Medium Enterprises". Raising loans from the Bank of Russia under the Agreement on the Bank of Russia Loans, Secured by Sureties of Joint Stock Company Federal Corporation for the Development of Small and Medium Enterprises, concluded between the Bank of Russia and Sberbank. Raising loans from the Bank of Russia under the Agreement on the Bank of Russia Loans, secured by pledge of rights of claim on contracted loans for investment projects. Raising loans from the Bank of Russia under the Agreement on the Bank of Russia Loans, secured by pledge of rights of claim on loan agreements secured by insurance contracts of JSC "EXIAR" dated No Raising loans from the Bank of Russia under the Agreement on the Bank of Russia Loans, secured by pledge of rights of claim on loans in the framework of the Federal Special Purpose Program "Development of the Military-Industrial Complex of the Russian Federation for the period of 2011 to 2020, dated No Clause of financial commitments of the parties is not included. A one-time amount of loans raised from the Bank of Russia shall not exceed the sum of million rubles. Amount: not more than million rubles. Interest rates on loans of the Bank of Russia and the dates on which the loans of the Bank of Russia are extended, are set by and published on the official website of the Bank of Russia. Amount: not more than million rubles. Interest rates on loans of the Bank of Russia and the dates on which the loans of the Bank of Russia are extended, are set by and published on the official website of the Bank of Russia. Amount: not more than million rubles. Interest rates on loans of the Bank of Russia and the dates on which the loans of the Bank of Russia are extended, are set by and published on the official website of the Bank of Russia. 2 Counterparty: Sberbank PJSC (Ukraine); Interested parties: Executive Board members H. Gref, A. Morozov, A. Bazarov H. Gref, Chairman of the Executive Board of Sberbank, is concurrently Chairman of the Supervisory Board of «Sberbank" (Ukraine), whereas members of the Executive Board of Sberbank A. Bazarov and A. Morozov are both members of the Supervisory Board of «Sberbank» (Ukraine). Purchase by Sberbank of common registered shares of Amount: 4, 293 mln hryvnas (UAH) additional issue of «Sberbank" (Ukraine) 3 Counterparty: JSC BPS-Sberbank, Republic of Belarus Interested parties: Executive Board member S.Gorkov Member of the Executive Board of Sberbank S.Gorkov is concurrently a member of the Supervisory Board of "BPS-Sberbank". 2

3 Extending a subordinated loan to "BPS-Sberbank". Amount: not exceeding EUR15 mln Term: 7 years 4 Counterparty: JSC BPS-Sberbank, Republic of Belarus Interested parties: Executive Board member S.Sagaydak Member of the Executive Board of Sberbank S.Sagaydak is concurrently a member of the Supervisory Board of "BPS-Sberbank". Providing transaction processing services, including collection, transfer and maintenance of financial and informational messages in software-hardware complex of International Processing Centre on transactions using bank cards or card details. Remuneration is based on the number of transactions processed, multiplied by the cost per transaction of euro, and may not exceed 2% of the book value of Sberbank assets throughout the period of performance of obligations under the Contract. Payment for services is made in euro. The term of the transaction indefinitely. 5 Counterparty: Sberbank Europe AG (Austria) Interested parties: Executive Board member A. Morozov Member of the Executive Board of Sberbank A.Morozov is concurrently a member of the Supervisory Board of Sberbank Europe AG (Austria). Provision of credit risk assessment service: independent examination on loan applications from Sberbank Europe AG (Austria), in accordance with the procedures established in Sberbank Group in respect of the review of deals with corporate borrowers, carrying credit risk, and drafting opinions in the form of recommendations for Sberbank Europe AG (Austria). Remuneration is based on direct and indirect costs actually incurred by Sberbank in connection with the providing of services multiplied by 1.5% (currency-euro). 6 Counterparty: Sberbank Europe AG (Austria), Signa International Sports Holding GmbH Interested parties: Executive Board members A. Morozov and S.Sagaydak Members of the Executive Board of Sberbank A.Morozov and S.Sagaydak are concurrently members of the Supervisory Board of Sberbank Europe AG (Austria). Sberbank participates in funding of a loan provided to Sberbank Europe AG under the Facility Agreement dated Sberbank Europe AG undertakes to provide Signa International Sports Holding GmbH non-renewable credit line (facility) for general corporate purposes. Credit Line Agreement of December 5, 2016; Total amount EUR120 mln Term: to 60 months Total amount EUR155 mln Term: to 60 months 7 Counterparty: JSC Kalashnikov Concern, State Corporation Rostec" Interested Parties: Member of Sberbank Supervisory Board A.Siluanov Member of Sberbank Supervisory Board A.Siluanov is concurrently member of Rostec Supervisory Board Opening non-renewable credit line No to JSC Kalashnikov Concern to finance its main production activities and capital investment with loan repayment including payment of interest and other payments stipulated in the loan agreement. Amount: maximum outstanding amount is 11.9 million rubles. - financing period until ; Concluding Surety Agreement No POR-2 between Rostec liability to Sberbank for the 3

4 Sberbank and Rostec, where Rostec will bear subsidiary liability to Sberbank for the fulfillment by JSC Kalashnikov Concern of all obligations under Nonrevolving Credit Facility Agreement No dated June 2, 27, executed between the Sberbank and Kalashnikov Concern, including repayment of principal debt, interest for using the loan, the loan prepayment fee, penalty, compensation of judicial expenses for debt recovery, and other losses suffered by Sberbank due to the Borrower's failure to fulfill or improper fulfillment of its obligations under the Credit Agreement. execution of Kalashnikov Cocern of its obligations under the Credit agreement is limited to 51% of the following obligations: the obligation to pay 30% of the debt and the obligation to pay interest, commissions, fees and charges paid in full. Term: Counterparty: Sberbank Leasing JSC Interested Parties: Executive Board members V.Kulik and N. Tsekhomskiy Executive Board members V.Kulik and N. Tsekhomskiy are concurrently members of Sberbank Leasing Board of Directors Non-renewable credit line of Sberbank to Amount: not exceeding USD 51.4 mln Non-renewable credit line of Sberbank to Term: to 149 months Amount: not exceeding USD 88 mln Term: 90 months 9 Counterparty: Sberbank Leasing JSC Interested Parties: Executive Board members V.Kulik and S.Sagaydak Sberbank Executive Board members V.Kulik and S.Sagaydak are concurrently members of the Board of Directors of JSC Sberbank opening non-renewable credit line to Sberbank Leasing (Agreement No. 2137/1 of as amended by Supplementary Agreement No. 1 dated and Supplementary Agreement No. 2 dated to finance the acquisition and subsequent lease of equipment to LLC Transgarant. Sberbank opening four non-renewable credit lines to Sberbank Leasing (Agreement No dated ) Sberbank opening four non-renewable credit lines to Sberbank Leasing (Agreement No dated ) Sberbank opening four non-renewable credit lines to Sberbank Leasing (Agreement No dated ) Sberbank opening four non-renewable credit lines to Sberbank Leasing (Agreement No dated ) Sberbank opening three non-renewable credit lines to Sberbank Leasing (Agreement No dated ) Amount: RUB mln Term: 7 years Amount: RUB mln Term: Amount: RUB mln Term: Amount: RUB 700 mln Term: Amount: RUB 500 mln Term: Amount: RUB 2,060 mln Term:

5 Sberbank opening three non-renewable credit lines to Sberbank Leasing (Agreement No dated ) Sberbank opening three non-renewable credit lines to Sberbank Leasing (Agreement No dated ) Amount: RUB 400 mln Term: Amount: RUB 700 mln Term: Counterparty: Sberbank Leasing JSC Interested Parties: Executive Board member V.Kulik Sberbank Board member V.Kulik is concurrently a member of the Board of Directors of JSC Sberbank Leasing. Concluding Supplementary Agreement on modifying the term, order of repayment and interest rate to the Agreement on non-renewable credit line No dated to financing/refinancing costs of Sberbank Leasing loan to SB Leasing Ireland Limited. A period of availability of funds being set to without modifying other terms of the Agreement, according to Supplementary Agreement No. 2 dated to the Agreements on opening non-renewable credit lines NN 7675, 7676 and 7677 dated Amount: USD mln Term: max. 25months Clause on financial commitments of the parties is not included. 11 Counterparty: JSC Sberbank Leasing and JSC Admiralty Shipyards Interested Parties: Executive Board members V.Kulik and N. Tsekhomskiy Sberbank Executive Board members V.Kulik and N.Tsekhomskiy are concurrently members of Sberbank Leasing Board of Directors Concluding an agreement on a non-renewable credit line between Sberbank and Sberbank Leasing to finance the leasing transaction with JSC Admiralty Shipyards. Amount: EUR1,936 mln Term: Counterparty: JSC UEC and OJSC Regional Cash and Processing Center Interested Party: Sberbank Board member A.Torbakhov, Sberbank Executive Board member A.Torbakhov is concurrently Chairman of JSC UEC Board of Directors Sale of PJSC Sberbank of ordinary registered uncertified Amount: max mln rubles. shares of JSC "regional cash and Processing Centre" JSC UEC. 13 Counterparty: JSC Sberbank Leasing and PJSC Irkut Corporaation Interested Parties: Executive Board member V.Kulik Sberbank Leasing concluding agreement on opening a nonrenewable credit line (Agreement No.7769 dated ) to refinance expenditures related to acquisition and subsequent lease of equipment to Irkut Corporation. Amount: USD145, 381 Term:

6 Sberbank concluding agreement on opening a nonrenewable credit line to Sberbank Leasing (Agreement No.7770 dated ) to refinance expenditures Irkut Corporation Sberbank opening a non-renewable credit line to Sberbank Leasing (Agreement No.7774 dated ) to refinance expenditures under lease transaction with Irkut Corporation Sberbank opening a non-renewable credit line to Sberbank Leasing (Agreement No.7770 dated ) to refinance expenditures related to acquisition and subsequent lease of equipment to Irkut Corporation Sberbank concluding agreement on opening a nonrenewable credit lines to Sberbank Leasing (Agreement No.7763 dated ) to refinance expenditures Irkut Corporation. Sberbank Leasing concluding agreement on opening a nonrenewable credit line (Agreement No.7764 dated ) to refinance expenditures related to acquisition and subsequent lease of equipment to Irkut Corporation. Sberbank Leasing opening a non-renewable credit line to finance expenditures related to acquisition and subsequent lease of equipment under Contract No to Irkut Corporation. Sberbank Leasing opening two non-renewable credit lines 7627 и 7628 dated from as amended by Supplementary Agreements No. 1 dated , and No. 2 dated to finance expenditures related to acquisition and subsequent lease of equipment to Irkut Corporation. Sberbank Leasing opening a non-renewable credit line 7790 dated to finance expenditures lirkut Corporation. Amount: USD156, 587 Term: Amount: USD 215, Term: Amount: USD 436, Term: Amount: USD 94, 251 Term: Amount: USD 155, 446 Term: Amount: USD 142 mln Term: Amount: USD 10.7 mln Term: Amount: USD 0.2 mln Term: Counterparty: JSC Sberbank Leasing and JSC Polyus Interested Parties: Sberbank Executive Board member V.Kulik JSC Sberbank Leasing opening three non-renewable credit lines Nos , and dated to finance expenditures relating to acquisition of new equipment, vehicles and special purpose machinery for leasing to JSC" Polyus". Total amount RUB 1,531.8 mln Term: Counterparty: JSC Banker Leasing and GBU Automobile Roads Interested Parties: Sberbank Executive Board member V.Kulik JSC Sberbank Leasing opening three non-renewable credit lines (Nos. 2886, 2887 and 2895 dated ) to finance expenditures relating to acquisition of special purpose machinery for leasing to GBU Automobile Roads. Total transactions amount RUB 622,7 mln Term: JSC Sberbank Leasing opening three non-renewable credit Total transactions amount RUB

7 lines (Nos. 2888, 2889 and 2893 dated ) to finance expenditures relating to acquisition of special purpose machinery for leasing to GBU Automobile Roads. JSC Sberbank Leasing opening three non-renewable credit lines (Nos. 2890, 2891 and 2894 dated ) to finance expenditures relating to acquisition of special purpose machinery for leasing to GBU Automobile Roads. JSC Sberbank Leasing opening two non-renewable credit lines (Nos and 2887 dated ) to finance expenditures relating to acquisition of special purpose machinery for leasing to GBU Automobile Roads. mln Term: Total transactions amount RUB mln Term: Total transactions amount RUB mln Term: Bank guarantees to Sberbank Leasing for the execution of obligations under the Contract on rendering services on procurement of equipment through financial lease (leasing) for the needs of the GBU Automobile Roads, concluded through electronic form auction. Bank guarantees totaling: RUB mln Term: max. 45 months 16 Counterparty: JSC Sberbank Leasing and JSC Avaidvigatel Interested Parties: Sberbank Executive Board member V.Kulik No. 3-NKL dated to finance expenditures relating to acquisition of machinery for leasing to JSC Avaidvigatel. No. 4-NKL dated to finance expenditures relating to acquisition of machinery for leasing to JSC Avaidvigatel. No. 5-NKL dated to finance expenditures relating to acquisition of machinery for leasing to JSC Avaidvigatel. No. 6-NKL dated to finance expenditures relating to acquisition of machinery for leasing to JSC Avaidvigatel. No. 8-NKL dated to finance expenditures relating to acquisition of machinery for leasing to JSC Avaidvigatel. Amount: EUR financing period to ; Amount: RUB 2.9 mln - financing period to ; Amount: CHF 8.8 thousand - financing period until ; Amount: EUR147,087 - financing period to ; Amount: EUR197,834 - financing period to ; 17 Counterparty: JSC Sberbank Leasing and JSC Pavlovsk Nerud Interested Parties: Sberbank Board member V.Kulik to finance expenditures relating to acquisition of machinery for leasing to JSC Pavlovsk Nerud Amount: RUB 240 mln Term: to Counterparty: JSC Sberbank Leasing PJSC Transfin-M, CJSC T-Generation Interested Parties: Sberbank Board member V.Kulik Conclusion of Supplement Agreement No. 3 dated Amount: RUB 3 250,3 mln 7

8 to Agreement No on JSC Sberbank Leasing opening non-renewable credit line No dated April 28, 2011 for financing and compensating of previously incurred expenditures related to the purchase of equipment for leasing to PJSC "Transfin-m" with the right to sublease to CJSC T- Generation. for financing expenditures, including refinancing of previously incurred expenditures related to the purchase of equipment for leasing to PJSC Transfin-M with the right to sublease to CJSC T-Generation. The Borrower shall repay the loan to the Lender, pay the loan interest and make other payments in the amount within the period and on the terms and conditions specified in Agreement No.1746 dated , as amended by Supplementary Agreement No.4 dated Term; Amount: RUB 3 250,3 mln Term: Counterparty: JSC PC NPC Interested Parties: Supervisory Board members S. Ignatiev, S. Shvetsov, Chairman of the Supervisory Board of Sberbank S.Ignatiev is concurrently a member of the Supervisory Board of JSC PC NPK, as well as member of the Supervisory Board of PJSC Sberbank. S.Shvetsov is concurrently Chairman of the Supervisory Board of JSC PC NPC Opening of bank accounts and cash and processing service of JSC PC NPC in accordance with the current legislation of the Russian Federation, normative acts of the Bank of Russia, list of tariffs and services rendered by Sberbank, posted on the official site of Sberbank in the Internet, as well as the terms of the Agreement. Services rendered shall be charged in accordance with the established tariffs of Sberbank. 20 Counterparty: National Settlement Depository Interested Party: Sberbank Executive Board member B. Zlatkis, Sberbank Executive Board member B. Zlakis is concurrently Chairman of the Supervisory Board of National Settlement Depository Determination of the list of certificates for the exchangetrade bonds of Sberbank, with the identification number Amount: up to RUB 3.35 mln assigned by MICEX Stock Exchange on January 10, 2013, transferred into custody, and payment for the mandatory centralized custody. Determination of the list of certificates for the exchangetrade bonds Series BO-42 of Sberbank, with the identification number assigned by MICEX Stock Exchange on January 10, 2013, transferred into custody to National Settlement Depository, and payment for the mandatory centralized custody. Determination of the list of certificates for the Bonds to be transferred to custody and pay for the mandatory centralized custody services. Amount: up to RUB 1.5 mln Custody term for the Bond certificates is equal to the Bond maturiry. Amount: up to RUB 2 mln 21 Counterparty: National Settlement Depository Interested Party: Sberbank Executive Board member B. Zlakis, members of the Supervisory Board of the Bank A. Kudrin, M. Gilman Deputy Chairman of the Supervisory Board of Sberbank: A. Kudrin and Sberbank Executive Board member B. Zlatkis are concurrently members of Supervisory Board of Moscow Exchange, which is a party to transaction, and member of Supervisory Board of Sberbank M. Gilman is concurrently member of the Board of Directors of Rosbank, which is a party to transaction. Accedence to the Shareholder Agreement as of June 30, 2011, concluded with reference to National Settlement Clause on financial commitments of the parties is not included. 8

9 Depository, of new shareholder - AO Citibank (OGRN: ). 22 Counterparty: LLC Novy Urengoy gas and chemical complex, Gazprom Interested Party: Member of Sberbank Supervisory Board V. Mau, Member of the Supervisory Board of Sberbank V. Mau is concurrently member of the Board of Directors of Gazprom. Provision of a loan to LLC Novy Urengoy gas and chemical complex by Sberbank under the Loan Agreement for the repayment of debt on Loan Agreements dated July 05, 2012 by LLC Novy Urengoy gas and chemical complex with Royal Bank of Scotland PLC. Provision of a loan to LLC Novy Urengoy gas and chemical complex by Sberbank under the Loan Agreement for the repayment of debt on Loan Agreement dated September 4, 2012 by LLC Novy Urengoy gas and chemical complex with Credit Agricole Corporate and Investment Bank. Provision of sureties for the obligations of LLC Novy Urengoy gas and chemical complex for Sberbank. Amount: USD 760 mln Term: July 2, Amount: EUR 1,240 mln Term: August 4, Amount under Loan Agreement 1: USD 760 mln Amount under Loan Agreement 2: USD 240 mln 23 Counterparty: Moscow Exchange Interested Party: Member of Sberbank Supervisory Board A. Kudrin, Member of the Supervisory Board of Sberbank A. Kudrin is concurrently Chairman of the Supervisory Board of Moscow Exchange. Determination of the procedure and the general terms and conditions for deposit placement by Moscow Exchange. The amount of transaction is determined by agreement of Sberbank and Moscow Exchange. Term: 1 to 1,827 days 24 Counterparty: Severstal Interested Party: Member of Sberbank Supervisory Board V. Mau, Member of the Supervisory Board of Sberbank V. Mau is concurrently member of the Board of Directors of Severstal. Determination of the procedure and the general terms and conditions for deposit placement by Severstal. Placement of Seversatl funds as a deposit with the Bank on the terms and subject to the conditions of the Agreement. Determination of conditions and procedure for forward transactions between Sberbank and Severstal at financial markets to the General Agreement on forward transactions at financial markets No. 548-R dated November 20, Number of transactions is not limited. No restriction in the amount. The amount of transaction is determined by agreement of Sberbank and Severstal. Number of transactions is not limited. Term: 1 to 3,660 days Lump sum amount of the Customer funds on deposits under the Agreement, including interest due, shall not exceed the amount equivalent to 2 (Two) percent of the book value of Sberbank s assets as per its accounting (financial) reporting as at the last reporting date prior to the conclusion of the Deposit Transaction. Clause on financial commitments of the parties is not included. 25 Counterparty: JSC Gas Industry Insurance Company (Sogaz) Interested Parties: all Members of the Supervisory Board, all Members of the Executive Board, CEO, Chairman of the Executive Board 9

10 CEO, Chairman of the Executive Board, all members of the Executive Board, all members of Supervisory Board of Sberbank are beneficiaries of the transaction. Sogaz (the Insurer) undertakes to pay the insurance coverage (indemnification) under the Policy No. 15DO0020 to (as the case may be) the respective Insured and/or any third party entitled to such indemnification should any insured event occur. Amount: not exceeding RUB 50,400,000 CEO, Chairman of the Executive Board of Sberbank Herman Gref 10