NOTICE of Acquisition of Own Outstanding Shares by "BANK "SAINT-PETERSBURG" PUBLIC JOINT STOCK COMPANY

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1 NOTICE of Acquisition of Own Outstanding Shares by "BANK "SAINT-PETERSBURG" PUBLIC JOINT STOCK COMPANY August 06, 2018 Dear Shareholders, BANK "SAINT-PETERSBURG" PUBLIC JOINT STOCK COMPANY (OGRN , located at: 64A Malookhtinsky pr., , Saint-Petersburg, Russian Federation), hereinafter referred to as "the Bank", would like to inform you that on August 02, 2018, in accordance with paragraph 2 of Article 72 of the Federal Law "On Joint Stock Companies" the Bank's Supervisory Board passed a resolution concerning acquisition by the Bank of its own outstanding ordinary registered shares in book-entry form (Minutes No. 3 of August 03, 2018) (hereinafter, the Supervisory Board Resolution) on the terms and conditions specified below: 1. Share acquisition terms: 1.1. Category (type) of the acquired shares: ordinary registered shares in book-entry form (state registration number В; ISIN code RU ) (hereinafter, "the Shares") Number of the acquired Shares: 12,000,000 (twelve million) Should the total number of Shares for which the offers (declarations of intention) concerning their sale to the Bank were submitted by the Bank s shareholders exceed the number of the Shares to be acquired by the Bank (12,000,000 (Twelve million)), the Shares will be acquired from the shareholders pro rata to the claims stated (number of Shares indicated in the offer/declaration of intention concerning their sale to the Bank). In this case the following formula shall be used for calculation: C = К ( /T), where C - number of shares to be acquired by the Bank from a shareholder in case the total number of shares indicated in the Offers (declarations of intention) submitted exceeds 12,000,000; К - number of Shares indicated in the shareholder's Offer/declaration of intention concerning the sale of the shares to the Bank; T - total number of Shares in regard to which the shareholders submitted the Offers (declarations of intention) concerning their sale to the Bank, indicated in the report on the results of acceptance from the shareholders of offers for the sale of their shares. Should the resulting number of Shares acquired calculated according to this paragraph be a fractional number, it shall be rounded down to the nearest whole number Acquisition price per Share: Pursuant to the Supervisory Board Resolution, the acquisition price of 1 (One) Share of the Bank shall be RUB 55 (Fifty five roubles 00 kopecks) The period during which the shareholders' offers/declarations of intention for the sale of their Shares to the Bank will be received or withdrawn: from September 07, 2018 through October 07, Method and period of payment for the Shares acquired by the Bank from the shareholders: The Bank shall make a cash payment for the Shares acquired in Russian roubles after approval by the Bank s Supervisory Board of the report on the results of acceptance from the shareholders of offers for the sale of their shares but no later than October 22,

2 2 Share acquisition procedure: 2.1. Procedure for submitting the offer for the sale of Shares to the Bank by entities/persons entered in the Shareholder Register of the Bank or for withdrawal of such offer. From September 07, 2018 through October 07, 2018 a shareholder entered in the Share Register of the Bank and wishing to transfer to the Bank all or part of the Bank's Shares owned by it shall send/submit to the entity keeping the register of the Bank's shareholders (AO Nezavisimaya Registratorskaya Kompaniya (license for keeping a register of registered security holders No of September 06, 2002 issued by the Federal Commission for the Securities Market of Russia)), (hereinafter, the Registrar) its written offer concerning the sale of Shares to the Bank (hereinafter, the Offer). The date of the Offer sent or handed over to the Registrar shall be deemed to be the date when such Offer is received by the Registrar. The Offer may be submitted by sending or delivering against receipt to the Registrar, or, subject to the rules according to which the Bank s Registrar keeps the register, by sending to the Bank s Registrar the electronic document bearing a qualified electronic signature. The said rules may also provide for the signing of such electronic document with a simple of non-qualified electronic signature. In this case the electronic document signed with a simple or non-qualified electronic signature is deemed equal to the hard copy document signed by hand. Should there be a change of the shareholder's wish to sell its Shares to the Bank, the shareholder shall be entitled to withdraw its Offer during the period stipulated by par of this notice by submitting to the Bank s Registrar of the Request to withdraw the Offer for the sale of its Shares to the Bank (hereinafter, the Withdrawal Request). The Withdrawal Request may be submitted only in regard to all the Bank s Shares presented for the sale. The date of the Withdrawal Request submitted shall be deemed to be the date when such Withdrawal Request is received by the Bank s Registrar from the shareholder registered in the Bank s shareholder register The Offer may be delivered to the Registrar in person or through a representative on the days and during the time set for the Registrar s reception of shareholders/their representatives at the following addresses: Head Office address: 18 bldg. 5B ul. Stromynka, , Moscow (registered headquarters), tel. +7 (495) (10:00 a.m. to 4:30 p.m. Monday through Thursday and 10:00 a.m. to 3:00 p.m. on Friday and on the days before official holidays). St. Petersburg Branch address: 6 Belovodsky per., , St. Petersburg, tel. +7 (812) (10:00 a.m. to 2:00 p.m. Monday through Friday). AeroAvkar Branch address: Office , 212 A Moskovsky pr., , St. Petersburg, tel. +7 (812) (10:00 a.m. to 3:00 p.m. Monday through Friday; lunch break from 12:30 a.m. through 1:30 p.m.); Bank s Share Capital Department (the Bank accepts documents from entities registered in the Bank s shareholder register and delivers them to the Registrar on the basis of the agreement with the Registrar). address: Room 335, 64A Malookhtinsky pr., , St. Petersburg, tel. +7 (812) (9:30 a.m. to 6:30 p.m. Monday through Thursday and 9:30 a.m. to 5:15 p.m. on Friday); 2

3 branch offices and separate subdivisions of the Bank s Registrar indicated on the Registrar s website at: ; transfer agents of the Registrar indicated on the Registrar s website at: ; The applicant can send the Offer by post only to the addresses of the Registrar (the Registrar s branch offices, separate subdivisions and transfer agents) indicated above, provided the Offer is delivered to the Registrar within the period stipulated by par of this notice The Offer shall contain exact ID information of the shareholder submitting the Offer as well as information about the number of shares which the shareholder declares intention to sell to the Bank, and their category (type). The Bank's Registrar carries out identification of the shareholders. The information contained in the Offer must match shareholder details contained in the Bank s shareholder register. Should there be a mismatch, the Registrar may refuse to accept the Offer. The sample form of the Offer recommended and approved by the Registrar is available on the web site of the Bank at: under: "Investor Relations/Shareholder Centre/Acquisition of shares by the Bank" Procedure for exercise of the rights of sale of the Bank s Shares by entities/persons not entered in the Shareholder Register of the Bank The shareholder not entered in the Shareholder Register of the Bank shall exercise its right by respectively instructing the person which registers the rights to the Bank s Shares held by the Bank s shareholder (nominal holder, foreign nominal holder, foreign corporation entitled to register the rights to securities and their transfer in accordance with its own laws). Such instructions must be given in accordance with the requirements of the securities legislation of the Russian Federation and must state the number and category (type) of Shares which are subject to the instruction given to the person which registers the shareholders rights to the Bank s Shares The declaration of intention of the persons exercising rights to sell to the Bank of their Shares shall be deemed to be received by the Bank on the date when the communication containing the declaration of such intention is received by the Bank s Registrar from the nominal holder of the Shares registered in the Bank s Shareholder Register in the central depository National Settlement Depository (NSD), a non-banking credit organisation joint-stock company (hereinafter, the NSD), acting on the basis of depository license No of February 19, 2009, issued by Federal Financial Markets Service of Russia. Should there be a change of the intentions of a shareholder not entered in the Shareholder Register to sell its Shares to the Bank, the shareholder shall withdraw the instructions to sell its Shares to the Bank during the period stipulated by par of this notice by giving respective instructions to the person which registers its rights to the Bank s Shares. The declaration of intention to withdraw the instruction to sell the Shares may be submitted only in regard to all the Bank s Shares presented for the sale. The date of submitting of the withdrawal of the instruction to sell the Bank s Shares shall be deemed to be the date when the communication containing the declaration of intentions of such shareholder is received by the Bank s Registrar from the NSD Offers (declarations of intention) containing information which does not allow to identify a shareholder as well as received by the Registrar after October 07, 2018, will not be reviewed Procedure for setting/eliminating limitations for/from the Shares in respect of which the shareholder submitted the Offer (declaration of intention) 3

4 Starting from the date when the Bank s Registrar receives the Offer from the shareholder registered in the Bank s shareholder register and up to the day the entry is made to the Bank s shareholder register concerning transfer to the Bank of title for the Shares acquired, or up to the date when the shareholder receives the withdrawal of such Offer, the shareholder shall not be entitled to dispose of the Shares concerning which the shareholder submitted the Offer to the Registrar (including their pledge or other encumbrance). The Bank s Registrar makes an entry about such a limitation without the instruction from the shareholder on the account on which the rights of the shareholder submitting the Offer for the Shares are recorded Starting from the date when the nominal holder of the Shares receives the instructions to exercise by it of the right to sell the Shares to the Bank from the shareholder not registered in the shareholder register and up to the day the entry is made to the account of the said nominal holder concerning transfer to the Bank of title for such shares, or up to the date when the nominal holder receives the information on receiving by the Bank s Registrar of the withdrawal by such shareholder of its Offer, the shareholder shall not be entitled to dispose of the Shares concerning which the shareholder submitted the instructions (including their pledge or other encumbrance). The nominal holder makes an entry about such a limitation on the account on which the rights of the shareholder submitting the Offer for the Shares are recorded.without the instruction from the shareholder Entry on elimination of limitations without the instruction of the person on whose account the limitations stipulated by par and of this notice were set, shall be made in accordance with par of Article 76 of Federal Law "On Joint Stock Companies" At the end of the period specified in par of this notice but no later than October 12, 2018, the Bank s Supervisory Board will approve the report on the results of acceptance from the shareholders of offers for the sale of their shares, which shall contain information about the number of shares in respect of which offers for the sale have been received and about the quantity which may be acquired by the Bank Procedure for payment for the Shares acquired by the Bank. Payment for the Shares in the quantity indicated in the report on the results of acceptance from the shareholders of offers for the sale of their Shares shall be made in timing set forth in par of this notice. Cash payments to the entities/persons entered in the Shareholder Register of the Bank shall be made by transfer of such funds to the bank accounts details of which are available to the Bank s Registrar. The Bank shall be deemed to have discharged its obligation to pay from the date cash is received by the credit institution in which the bank account of a person entitled to receive the payments is opened, and in case a credit institution is such a person, from the date when funds are credited to its account. Should there be no information about the bank account details or in case it is impossible to credit cash to a bank account at no Bank s fault, respective cash payment for the Shares acquired shall be transferred to the notary s deposit at the Bank s place of residence. Cash payments connected with the acquisition of the Shares by the Bank to the entities/persons not entered in the Shareholder Register of the Bank shall be made by transfer of such funds to the bank account of the NSD. The Bank shall be deemed to have discharged its obligation to pay from the date when funds are credited to the account of the NSD. Cash payments by nominal holder(s) of the Shares shall be made in accordance with the laws of the Russian Federation regulating securities Procedure for making entries concerning transfer of title to the Shares acquired by the Bank. As to the entities registered in the Bank s shareholder register the Bank s Registrar makes an entry concerning transfer of title to the Shares acquired to the Bank on the basis of the report on the 4

5 results of acceptance from the shareholders of offers for the sale of their shares approved by the Bank s Supervisory Board and the confirmations of the discharge by the Bank of its obligation to pay cash to the shareholders without instruction from the person/entity registered in the Bank s shareholder register. As to the entities not registered in the Bank s shareholder register the Bank s Registrar makes an entry concerning transfer of title to the Shares acquired to the Bank on the basis of the order of the NSD to transfer the Shares to the Bank and in accordance with the extract from the report on the results of acceptance from the shareholders of offers for the sale of their shares approved by the Bank s Supervisory Board. The NSD shall give such an order within two business days from the date when the funds for the Shares acquired by the Bank are credited to its bank account and the extract from the report on the results of acceptance from the shareholders of offers for the sale of their shares approved by the Bank s Supervisory Board is submitted. Making of an entry specified in this paragraph shall serve as a basis for making by the NSD of respective book entry on the securities accounts of the customer (bailor) without the instruction (order) of the latter The Bank shall pay for the expenses of the Registrar for making entries about operations of debiting the securities from the personal account of the registered person or from the personal account of the nominal holder of the central depository and crediting of the securities to the Bank's treasury account in the register connected with the acquisition of the securities in accordance with Article 72 of Federal Law No. 208-FZ "On Joint Stock Companies" of December 26, 1995 on the basis of the Registrar s fees and tariffs. Other expenses related to transfer of the title for the Shares shall be borne by a shareholder itself Should you have any additional questions related to the acquisition of Shares by the Bank, including the procedure of payment, please feel free to call to the Registrar using the telephone numbers specified in par hereof or to the Bank at + 7 (812) Please note that the sale of Shares in accordance with this notice is a right, but not an obligation, of the shareholders. 5