DJ DGAP-UK-Regulatory: Sberbank: STATEMENT of Material Fact Information on Holding the Annual General Shareholders' Meeting of the Issuer and Adopted Resolutions
Sberbank / Miscellaneous
04.06.2013 10:40
Dissemination of a UK Regulatory Announcement, transmitted by
EquityStory.RS, LLC - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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STATEMENT of Material Fact Information on Holding the Annual General Shareholders'
Meeting of the Issuer and Adopted Resolutions
1. General Information
1. 1. Full company name of the issuer: Sberbank of Russia Open Joint-Stock
Company
1. 2. Short company name of the issuer: Sberbank of Russia OJSC
1. 3. Location of the issuer: 19 Vavilova St., Moscow, Russian Federation,
117997
1. 4. OGRN (Primary State Registration Number) of the issuer: 1027700132195
1. 5. INN (Taxpayer Identification Number) of the issuer: 7707083893
1. 6. Unique issuer code assigned by the registering authority: 1481?
1. 7. Internet pages used by the issuer to disclose
information: www.sberbank.ru;
http://www.e-disclosure.ru/portal/company.aspx?id=3043
2. Contents of Statement
2.1. Type of the general shareholders meeting of the issuer (annual
(ordinary), extraordinary): Annual (ordinary)
2.2. Form of the general shareholders meeting of the issuer (meeting (joint
presence) or absentee vote): Meeting (joint presence)
2.3. Date, time and place of the general shareholders meeting of the
issuer: May 31, 2013
19 Vavilova St., Moscow, Russia
Conference Hall of OJSC Sberbank of Russia
Meeting opens at 10 a.m.
Meeting closes at 1:40 p.m.
2.4. Quorum of the general shareholders' meeting of the issuer: The meeting
was attended by shareholders holding 16,612,668,799 votes, which
constitutes 76.96 % of all voting shares of Sberbank of Russia. There was a
quorum to hold the meeting.
2.5. Agenda of the general shareholders' meeting:
1. Approval of the Annual Report.
2. Approval of the Annual Financial Statements.
3. Distribution of profits and payment of dividends for 2012.
4. Approval of the Auditor.
5. Election of members of the Supervisory Board.
6. Election of members of the Audit Commission.
7. Payment of remuneration to the members of the Supervisory Board and the
Audit Commission.
8. Approval of Regulations on remuneration and compensation paid to the
member of the Supervisory Board of Sberbank of Russia OJSC and the amount
of base remuneration.
9. Approval of the new version of the Bank's Charter.
2.6. Outcomes of the vote on agenda issues of the general shareholders'
meeting and the wording of resolutions adopted by the general shareholders'
meeting on said issues:
On Item No. 1: Approval of the Annual Report.
Voting results: 'For' - 16,481,271,309, 'Against' - 5,675,917, 'Abstained'
- 25,666,442.
Resolution adopted: Approve the annual report for 2012.
On Item No. 2: Approval of the Annual Financial Statements.
Voting results: 'For' - 16,481,168,430, 'Against' - 5,678,071, 'Abstained'
- 25,698,236.
Resolution adopted: Approve the annual report for 2012, including: the
accounting balance-sheet and the profit and loss statement (disclosure
forms).
On Item No. 3: Distribution of profits and payment of dividends for 2012.
Voting results: 'For' - 16,512,235,679, 'Against' - 248,969, 'Abstained' -
301,257.
Resolution adopted:
1. Approve distribution of profits for 2012.
2. Pay dividends on ordinary shares in the amount of 2.57 rubles per share,
and for preferred shares in the amount of 3.20 rubles per share.
On Item No. 4: Approval of the Auditor.
Voting results: 'For' - 16,385,750,415, 'Against' - 12,638,868, 'Abstained'
- 114,139,071.
Resolution adopted: Approve Ernst & Young Vneshaudit CJSC as the auditor
for 2013 and the Q1 2014.
On Item No. 5: Election of members of the Supervisory Board.
Results of cumulative voting (number of votes cast for candidates):
1. Herman O. Gref: 20,261,183,592;
2. Sergei M. Guriev: 22,734,591,446;
3. Mikhail E. Dmitriev: 1,589,368,931;
4. Bella I. Zlatkis: 8,714,038,282;
5. Nadezhda Yu. Ivanova: 17,854,092,750;
6. Sergey M. Ignatiev: 19,665,827,684;
7. Aleksei L. Kudrin: 12,151,122,979;
8. Ilya V. Lomakin-Rumyantsev: 17,417,319,265;
9. Georgy I. Luntovskiy: 19,612,889,039;
10. Mikhail Yu. Matovnikov: 1,374,226,660;
11. Vladimir A. Mau: 18,424,829,032;
12. Alexey V. Moiseev: 17,628,912,481;
13. Alessandro Profumo: 3,389,706,536;
14. Sergei G. Sinelnikov-Murylev: 3,348,284,267;
15. Dmitry V. Tulin: 17,624,145,617;
16. Aleksei V. Ulyukaev: 19,617,577,834;
17. Ronald Freeman: 18,820,564,964;
18. Sergei A. Shvetsov: 17,723,533,477;
19. Ahmet Mahfi Egilmez: 15,857,537,807.
Voted against all candidates: 64,725,089
Abstained (in respect of all candidates): 47,185,645
The following individuals were elected to the Supervisory Board based on
the vote:
1. Herman O. Gref;
2. Sergei M. Guriev;
3. Bella I. Zlatkis;
4. Nadezhda Yu. Ivanova;
5. Sergey M. Ignatiev;
6. Aleksei L. Kudrin;
7. Ilya V. Lomakin-Rumyantsev;
8. Georgy I. Luntovskiy;
9. Vladimir A. Mau;
10. Alexey V. Moiseev;
11. Alessandro Profumo;
12. Sergei G. Sinelnikov-Murylev;
13. Dmitry V. Tulin;
14. Aleksei V. Ulyukaev;
15. Ronald Freeman;
16. Sergei A. Shvetsov;
17. Ahmet Mahfi Egilmez.
On Item No. 6: Election of the members of the Audit Commission.
Voting results:
1. Natalia P. Borodina; 'For' - 16,229,157,441, 'Against' - 48,625,276,
'Abstained' - 233,181,657.
2. Vladimir M. Volkov 'For' - 16,229,109,986, 'Against' - 48,256,373,
'Abstained' - 233,239,826.
3. Maxim L. Dolzhnikov 'For' - 16,211,490,786, 'Against' - 66,316,747,
'Abstained' - 233,172,794.
4. Yulia Yu. Isakhanova 'For' - 16,211,347,845, 'Against' - 66,258,807,
'Abstained' - 233,188,190.
5. Aleksey Y. Minenko 'For' - 16,209,958,726, 'Against' - 67,686,233,
'Abstained' - 233,173,246.
6. Olga V. Polyakova 'For' - 16,211,290,541, 'Against' - 66,221,016,
'Abstained' - 233,199,658;
7. Natalya V. Revina 'For' - 16,227,280,308, 'Against' - 48,345,317,
'Abstained' - 233,227,063.
The following individuals were elected to the Inspection Commission based
on the vote:
1. Natalia P. Borodina;
2. Vladimir M. Volkov;
3. Maxim L. Dolzhnikov;
4. Yulia Yu. Isakhanova;
5. Aleksey Y. Minenko;
6. Olga V. Polyakova;
7. Natalya V. Revina.
On Item No. 7: Payment of remuneration to members of the Supervisory Board
and the Audit Commission.
Voting results: 'For' - 16,265,865,298, 'Against' - 4,348,655, 'Abstained'
- 243,038,949.
Resolution adopted:
1. Pay remuneration to members of the Supervisory Board of Sberbank of
Russia OJSC subject to their consent in accordance with the laws of the
Russian Federation and in the following amount:
- for the performance of obligations of the member of the Supervisory Board
- in the amount of 4.2 million rubles to each member;
- for the performance of obligations of the member of a Supervisory Board
Committee - in the amount of 420 thousand rubles to each member;
- for the performance of obligations of the chairman of a Supervisory Board
Committee - in the amount of 840 thousand rubles to each chairman;
- for the performance of obligations of the Chairman of the Supervisory
Board - in the amount of 1.26 million rubles.
Determine that during performance by a member of the Supervisory Board of
several obligations the remuneration established for performing each of the
obligations will be summarized.
2. Compensate the members of the Supervisory Board of Sberbank of Russia
for their expenses related to their performance of obligations of the
members of the Supervisory Board.
3. Pay remuneration to the Chairman of the Audit Commission of Sberbank of
Russia OJSC in the amount of 1 million rubles, and to the members of the
Audit Commission in the amount of 750,000 rubles, subject to their consent
in accordance with the laws of the Russian Federation.
On Item No. 8: Approval of Regulations on remuneration and compensation
paid to a member of the Supervisory Board of Sberbank of Russia OJSC and
the amount of base remuneration.
Voting results: 'For' - 16,267,082,639, 'Against' - 10,744,494, 'Abstained'
- 235,418,945.
Resolution adopted:
1. Approve the Regulations on remuneration and compensation paid to a
member of the Supervisory Board of Sberbank of Russia OJSC.
2. Approve the base remuneration in the amount of 4.2 million rubles.
On Item No. 9: Approval of a new version of the Bank's Charter.
Voting results: 'For' - 16,268,740,170, 'Against' - 861,525, 'Abstained' -
243,606,596.
Resolution adopted: Approve the new version of the Bank's charter. Commit
the CEO and the Chairman of the Bank's Management Board to sign the
documents required for the state registration of the new version of the
Bank's Charter.
2.7. Date of preparation and number of the Minutes for the general
shareholders meeting of the issuer: Monday, June 03, 2013
Minutes No. 26
3. Signature
Deputy Chairperson
of the Management Board, Sberbank of Russia OJSC
B. I. Zlatkis
June 03, 2013
AFFIX SEAL HERE
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Language: English
Company: Sberbank
19 Vavilova St.
117997 Moscow
Russia
Phone: +7-495-957-57-21
Fax:
E-mail: media@sberbank.ru
Internet: www.sberbank.ru
ISIN: US80585Y3080, RU0009029540, RU0009029557
Listed: Frankfurt in Open Market (Entry Standard) ; MICEX, RTS
Category Code: MSC
LSE Ticker: SBER
Sequence Number: 1474
Time of Receipt: Jun 04, 2013 10:40:21
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