SBERBANK OF RUSSIA REPORT

Transcription

1 SBERBANK OF RUSSIA REPORT on the Results of Voting at the Annual General Meeting of Shareholders of Sberbank on 2016 performance Full corporate name of the Company: Sberbank of Russia (hereinafter, the "Company", or "Sberbank"). Location of the Company: Moscow, the Russian Federation. Type of General Meeting: 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 items put to the vote, with preliminary circulation (delivery) of voting ballots prior to the Meeting of Shareholders). Date, on which persons entitled to participate in the Meeting are determined (fixed): end of banking day, May 2, Date of the Meeting: May 26, Venue of the Meeting Conference Hall of Sberbank at: 19, Vavilova Street, Moscow, the Russian Federation. Agenda of the Meeting: 1. On the approval of the Annual Report for 2016; 2. On the approval of Annual Accounting (Financial) Statements for 2016; 3. On the distribution of profits and payment of dividends for 2016; 4. On the appointment of an auditing organization; 5. On the election of members of the Supervisory Board; 6. On the election of members of the Audit Commission; 7. On the approval of a related-party transaction; 8. On the approval of the new version of the Regulations on the General Meeting of Shareholders. Chairman of the Meeting: Sergey Ignatiev, Chairman of the Supervisory Board of the Company. Secretary of the Meeting: Evgeniy Metelskiy, Secretary of the Supervisory Board of the Company. 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 208-FZ "On Joint- Stock Companies" dated December 26, 1995, were performed by Joint Stock Company "Registrу society "STATUS', the registrar of Sberbank (hereinafter, the "Registrar"). Location of the Registrar: 32 Novorogozhskaya St., building 1, Moscow, Russia, General Director of the Registrar: Mikhail Nedelsky. Authorized persons of the Registrar (members of the Counting Commission): Yulia Burlakova, Galina Kopeikina. Quorum, voting results and wordings of the resolutions adopted by the Meeting for each agenda item: Regarding the first agenda item: of Clause 4.20 of the Regulation on Additional Requirements to the Procedure for Preparing, Convening and Holding General Meeting of Shareholders, approved by the Order of the Federal

2 Service for Financial Markets of Russia 12-6/pz-n dated February 02, 2012 (hereinafter "the Regulation"): (77.044%) (0.011%) (0.071%) (22.874%) The following resolution was passed on the first agenda item by a majority of votes: Approve the Annual Report of Sberbank for Regarding the second agenda item: of Clause 4.20 of the Regulation: (77.044%) (0.011%) (0.071%) (22.874%) The following resolution was passed on the second agenda item by a majority of votes: Approve Sberbank s 2016 Annual Accounting (Financial) Statements. Regarding the third agenda item: of Clause 4.20 of the Regulation:

3 (77.101%) (0.012%) (0.014%) (22.873%) The following resolution was passed on the third agenda item by a majority of votes: 1. Approve the following distribution of Sberbank s 2016 net profit after taxes in the amount of RUB recommended by Sberbank s Supervisory Board: RUB shall be allocated to pay dividends; profit in the amount of RUB shall remain within Sberbank s retained profit. 2. Pay out 2016 dividends: RUB 6.00 per ordinary share of Sberbank and RUB 6.00 per preferred share of Sberbank. 3. Approve June 14, 2017 as the date of record on which persons entitled to receive dividends for the year 2016 are determined. Regarding the fourth agenda item: of Clause 4.20 of the Regulation: (76.284%) (0.542%) (0.301%) (22.873%) The following resolution was passed on the fourth agenda item by a majority of votes: Appoint the audit organization AO PricewaterhouseCoopers Audit as the auditor of Sberbank for the year 2017 and the first quarter of the year Regarding the fifth agenda item: Number of cumulative votes held by persons listed as eligible to participate in the Meeting to be cast on this agenda item: Number of cumulative votes attached to the voting shares of the Company calculated subject to the requirements of Clause 4.20 of the Regulation:

4 Number of cumulative votes held by persons participating in the voting on this agenda item: , Number of cumulative votes that votes on this agenda item due to annulment of the : , which represented % of the number of votes held by persons who voted on this agenda item. No. Candidate's full name Number % of the total number of of cumulative votes included in the votes cast For tally while adopting a the candidate resolution on this item. 1. Aho, Esko Tapani Boguslavskiy, Leonid Gilman, Martin Grant Gref, Herman Ivanova, Nadezhda Ignatiev, Sergey Kudrin, Alexei Luntovskiy, Georgy Mau, Vladimir Melikyan, Gennady Oreshkin, Maksim , Skorobogatova, Olga Wells, Nadya Shvetsov, Sergei Voted against all candidates: Abstained in respect of all candidates: The following resolution was passed on the fifth agenda item: Elect the following members to the Supervisory Board: 1. Aho, Esko Tapani Chairman of the Board of Directors of East Office of Finnish Industries (Independent Director) 2. Boguslavskiy, Leonid Founder of an international investment company ru-net Limited (Independent Director) 3. Gilman, Martin Grant Advisor to the Rector of the National Research University Higher School of Economics (Independent Director) 4. Gref, Herman CEO, Chairman of the Executive Board of Sberbank 5. Ivanova, Nadezhda Advisor to the Chairman of the Bank of Russia 6. Ignatiev, Sergey Advisor to the Chairman of the Bank of Russia 7. Kudrin, Alexei Dean, Faculty of Liberal Arts and Sciences, Saint Petersburg State University 8. Luntovskiy, Georgy First Deputy Chairman of the Bank of Russia 9. Mau, Vladimir Rector, the Russian Presidential Academy of National Economy and Public Administration (Independent Director) 10. Melikyan, Gennady Honored Economist of the Russian Federation (Independent Director) 11. Oreshkin, Maksim Minister of Economic Development of the Russian Federation 12. Skorobogatova, Olga Deputy Chairman of the Bank of Russia 13. Wells, Nadya Independent Investment and Corporate Governance Consultant (Independent Director) 14. Shvetsov, Sergei First Deputy Chairman of the Bank of Russia 4

5 Regarding the sixth agenda item: of Clause 4.20 of the Regulation: Number of votes held by persons participating in the voting on this agenda item: , which represents % 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 agenda item. No. Candidate's full name Number of votes cast in favor of each of the voting options Number of votes % 1. Borodina Natalya (75.967%) 2. Litvinova Irina (75.967%) 3. Voloshina Maria (75.969%) 4. Domanskaya Tatyana (75.966%) 5. Isakhanova Yulia (75.966%) 6. Minenko Alexey (75.965%) 7. Revina Natalya (75.965%) Number of votes % (0.456%) (0.467%) Number of votes % (0.086%) (0.074%) (0.074%) (0.075%) (0.074%) (0.075%) (0.074%) Number of votes not included in the tally of votes due to annulment of the ballots to the extent relating to the vote on the candidate Number of votes % (23.491%) (23.491%) (23.489%) (23.492%) (23.492%) (23.492%) (23.493%) The following resolution was passed on the sixth agenda item by a majority of votes: Elect the following members to the Audit Commission: No. Full name Position 1. Borodina Natalya 2. Litvinova Irina 3. Voloshina Maria Deputy Director of the Internal Auditing Department of the Bank of Russia Deputy Director of the Internal Auditing Department of the Bank of Russia Head of Division for Development of Industry Standards for Accounting and Preparation of Accounting (Financial) Statements for Credit Institutions and Non-Credit Financial Institutions of the Department of Accounting and Reporting, Bank of Russia 5

6 4. Domanskaya Tatyana 5. Isakhanova Yulia 6. Minenko Alexei 7. Revina Natalya Executive Director, Head of Interaction with External Control Bodies Section of Internal Audit Division of Sberbank Senior Managing Director, Head of Financial Control Division of Finance Department of Sberbank Managing Director, Deputy Chief Accountant Deputy Director of Accounting and Reporting Division of Sberbank Senior Managing Director, Director of Integrated Risk Management Department, Sberbank Regarding the seventh agenda item: agenda item: of Clause 4.20 of the Regulation: Number of votes held by persons not interested in the Company making the transaction and participating in the vote at the General Meeting on this agenda item: , which represents % of the number of votes held by persons eligible to vote. Number of votes belonging to shareholders who participated in voting on this agenda item votes on this agenda item due to the ballots being deemed invalid or for other reasons: (23.475% of the total number of votes of persons who participated in the vote on this item at the General Meeting) (99.558%) (0.024%) (0.418%) The following decision on the seventh agenda item was made by a majority of votes of all shareholders holding voting shares of the Company who participated in the voting and have no vested interest in the transaction: Pursuant to Clause 1 of Article 81 and Clauses 3.1 and 4 of Article 83 of the Federal Law 208-FZ On Joint-Stock Companies dated December 26, 1995, pass a resolution on consent to the following related party transaction: The Policy: Parties to the transaction: The Policyholder is Sberbank of Russia (Sberbank), the Insurer is SOGAZ INSURANCE (Gas Industry Insurance Company, Joint-Stock Company). Subject-matter of the transaction: The Insurer undertakes to pay the insurance coverage (indemnification) under the Policy to (as the case may be) the relevant Insured and/or any third party entitled to such indemnification should any of the insured events listed in the Policy occur. The Insured: 1) any Company (the Policyholder and/or any Subsidiary of the Policyholder); and/or 2) any Insured Person: any individual who (а) at any time prior to the Policy period was; and/or (b) at the Inception date, is; and/or (с) at any time during the Policy Period will become: a) a Director (a member of the Supervisory Board or the Board of Directors) / Officer (including the sole executive body, a deputy of the sole executive body, a member of the collegiate executive body, a 6

7 senior vice-president, a vice-president, the chief accountant, etc.)/ other Company Employee as named in the Policy; and/or b) any other person named in the Policy. The Beneficiaries: with reference to covering Companies and 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 Companies and Insured persons: the Insured Companies and persons. The insured interest: Cover А: Material 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. Cover B: Material interests of any Company related to such Company s indemnification of any losses associated with a legal claim filed against an Insured Person. Cover C: Material 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. The insured events: Cover A: (1) the onset of all of the following circumstances: the incurrence by any Insured Person of an obligation to indemnify financial losses sustained by third parties thorough a wrongful act of that Insured Party 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 Party or the necessity to incur such expenses in relation to that claim. Cover B: Any costs / expenses for the Company exclusively in relation to the indemnification by that Company of losses to any Insured Person and/or another party in the interest of any Insured Party 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. Cover C: (1) the onset of all of the following circumstances: the duty of any Company to indemnify any financial loss incurred by any third parties in connection with any wrongful act of the Company, and any securities claim made against such Company in connection with the financial loss; (2) any securities claim made against such Company which in the incurrence of or the necessity to incur any costs and expenses by such Company in connection with such a securities claim. Transaction value: the Premium shall equal RUB (Thirty six million six hundred thousand). The limit of liability: The aggregate for all insurance coverage and extensions other than the Independent Director extension: RUB (four billion six hundred million). - Independent Director excess limit of liability: RUB (thirty million). Independent Director aggregate excess limit of liability: RUB (one hundred fifty million). Retention (for each insured event): Cover А: Not applicable Cover B: RUB (one million five hundred thousand) (for claims attributable to the SPO of the Bank); RUB (five hundred thousand) (for all other claims); Cover C: RUB (seven million five hundred thousand) (for claims attributable to the SPO of the Bank); RUB (three million) (for all other claims). Discovery period at no additional premium: sixty (60) calendar days. The term of the Policy / Insurance period: Territory of insurance: worldwide. Other material terms: matching the Policy. Persons who have an interest in the transaction and the grounds on which they are deemed as such: - members of the Executive Board; - the Sole executive body; - members of the Supervisory Board of the Bank. 7

8 The said persons are the insured persons under the Policy. Regarding the eighth agenda item: of Clause 4.20 of the Regulation: (76.261%) (0.018%) (0.244%) (23.477%) The following resolution was passed on the eighth agenda item by a majority of votes: Approve the new version of the Regulations on the General Meeting of Shareholders. This Report was generated on 30 May, Chairman of the Meeting: S. Ignatiev Secretary of the Meeting: E. Metelskiy 8