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Sberbank (SBER)
Sberbank announces the results of its Supervisory Board meeting
16-Apr-2019 / 16:36 CET/CEST
Dissemination of a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
Moscow, Russia - April 16, 2019. Sberbank announces the results of its
Supervisory Board meeting. Resolutions adopted by the Supervisory Board of
Sberbank are the following:
1. On matters related to preparing and holding the Annual General Meeting of
Shareholders:
1.1. To grant preliminary approval for Sberbank's 2018 Annual report and
include it in the information (materials) provided for review to the persons
entitled to attend the Annual General Meeting of Shareholders of Sberbank on
2018 performance.
To approve the report on Sberbank's related-party transactions made in 2018
as part of the Annual report of Sberbank for 2018.
To propose that the Annual General Meeting of Shareholders approve
Sberbank's Annual report for 2018.
1.2. To grant preliminary approval for Sberbank's 2018 accounting
(financial) statements and include it in the information (materials)
provided for review to the persons entitled to attend the Annual General
Meeting of Shareholders of Sberbank on 2018 performance: an auditor's
report, a balance sheet (a disclosure form) for 2018; statement of financial
performance (a disclosure form) for 2018; a statement of capital adequacy to
cover risks (a disclosure form) as of 1 January 2019; a statement of changes
in a credit institution's capital (a disclosure form) as of 1 January 2019;
statement of obligatory ratios, leverage ratio and liquidity coverage ratio
(a disclosure form) as of 1 January 2019; a cash flow statement (a
disclosure form) as of 1 January 2019; explanatory information for the
annual accounting (financial) statements for 2018.
Propose that the Annual General Meeting of Shareholders approve Sberbank's
annual accounting (financial) statements for 2018.
1.3. To grant preliminary approval for Sberbank's profit distribution and to
determine that the profit not used for dividend payment for 2018 shall form
part of retained earnings of Sberbank.
To set the following amount of dividends payable based on 2018 performance:
on Sberbank's ordinary shares in the amount of RUB16.00 per share, and on
Sberbank's preferred shares, in the amount of RUB16.00 per share.
To submit the following resolution for approval by Sberbank's Annual General
Meeting of Shareholders:
"1. To approve the following distribution of Sberbank's net profit for 2018
after taxes in the amount of RUB782,182,015,820.14: RUB361,391,168,000.00
shall be allocated for the payment of dividends; profit in the amount of
RUB420,790,847,820.14 shall form part of Sberbank's retained earnings.
2. To pay dividends for 2018 on Sberbank's ordinary shares in the amount of
RUB16.00 per share, and on Sberbank's preferred shares, in the amount of
RUB16.00 per share."
1.4. Propose to the Annual General Meeting of Shareholders of Sberbank to
set 13 June 2019 as the date on which persons entitled to dividends for the
year 2018 are determined.
1.5. To agree with the proposal of Sberbank's Executive Board and the
recommendation of the Audit Committee of Sberbank's Supervisory Board and
recommend that the Annual General Meeting of Shareholders decide to appoint
PricewaterhouseCoopers Audit as Sberbank's auditor for 2019 and Q1 2020.
To determine payment for audit to be carried out by PricewaterhouseCoopers
Audit JSC for the amount not exceeding RUB123,800,000 (including VAT and
overheads) for audit and review of Sberbank's statements for 2019 and Q1
2020 prepared in accordance with RAS and IFRS.
1.6. To approve the draft new version of Sberbank's Charter.
To propose that the Annual General Meeting of Shareholders of Sberbank adopt
the following resolution: "To approve the new version of the Charter of
Sberbank. To instruct Sberbank's CEO, Chairman of the Executive Board to
sign the documents required for state registration of the new version of
Sberbank's Charter".
1.7. To approve the draft new version of the Regulation on the Supervisory
Board of Sberbank.
To propose that the Annual General Meeting of Shareholders of Sberbank pass
the following resolution: "Approve the draft new version of the Regulation
on the Supervisory Board of Sberbank."
1.8. Approve the draft new version of Regulation on the Executive Board of
Sberbank.
To propose that the Annual General Meeting of Shareholders of Sberbank adopt
the following resolution: "Approve the new version of the Regulation on the
Executive Board of Sberbank."
1.9. To approve the form and the text of the voting ballots at the Annual
General Meeting of Shareholders of Sberbank on 2018 performance.
To approve the wording of resolutions on agenda items of the Annual General
Meeting of Shareholders of Sberbank on 2018 performance which are to be sent
in electronic form (as electronic documents) to nominee shareholders
included in the register of Sberbank's shareholders.
1.10. To approve the list of information (materials) provided for review for
the persons entitled to participate in the Annual General Meeting of
Shareholders of Sberbank on 2018 performance (hereinafter, the Meeting).
? Annual Report of Sberbank for 2018 (including the Report on Sberbank's
related-party transactions made in 2018)
? Annual accounting (financial) statements of Sberbank for 2018
? Evaluation of the opinion of the auditing organization about the annual
accounting (financial) statements for 2018 prepared by the Audit Committee
of the Supervisory Board of Sberbank
? Opinion of the Audit Commission of Sberbank on the results of audit of
the financial performance of Sberbank in 2018
? Recommendations of the Supervisory Board of Sberbank concerning the
following:
? Distribution of profits of Sberbank in 2018;
? dividends payable on Sberbank's shares
? Date on which persons with the right to receive dividends on Sberbank's
shares are determined;
? Information on the candidate for being the auditor of Sberbank
? Information on the candidates for the Supervisory Board of Sberbank
? Information on the candidates for the Audit Commission of Sberbank
? Information on the candidate for the office of CEO, Chairman of the
Executive Board
? Draft of the new version of the Charter
? Draft new version of the Regulation on the Supervisory Board
? Draft new version of the Regulation on the Executive Board
? Draft resolutions of the Annual General Meeting of Shareholders of
Sberbank on 2018 performance
? Additional information: notification of holding the meeting; information
on Sberbank's Supervisory Board resolutions adopted after preliminary
consideration of each agenda item, and on a person who proposed each
agenda item; information on whether the Audit Committee of Sberbank's
Supervisory Board includes independent directors who have expertise and
knowledge related to training, analysis, evaluation and audit of
accounting (financial) statements; detailed information about each
candidate for being a member of the Supervisory Board, the Audit
Commission and CEO, Chairman of Sberbank's Executive Board, including
information on whether the candidates agree to be elected; description of
procedures used by Sberbank when selecting an auditing organization, on
remuneration of the auditing organization proposed for audit; reasons for
the proposed Sberbank's net profit distribution for 2018 and evaluation of
its compliance with the dividend policy adopted by the Bank.
Resolve that the access of persons entitled to participate in the meeting to
the information (materials) subject to provision during preparation for the
meeting is ensured:
? at the office of Sberbank (Moscow, 19 Vavilova Street, tel.
+7(495)505-88-85); at the offices of branches (regional banks)
? by publishing the information on Sberbank's website (www.sberbank.com);
in electronic voting services (STATUS Online. Shareholder Online Account
and E-voting); in the free mobile application Sberbank Meeting of
Shareholders available on Android and iOS devices;
? by providing the information to the holder of the Sberbank register of
shareholders (JSC Status) for its distribution among the nominees recorded
in the Sberbank register of shareholders.
To ensure access to the specified information also during the Meeting to
persons entitled to participate in the Meeting.
2. To take into account information "On international business of Sberbank".
3. IT development at Sberbank-Status and outlook:
3.1. To take into account the report on the implementation status of AI
Transformation Program of Sberbank.
3.2. To take into account the report on the status and prospects of IT
development in Sberbank.
4. To approve a new version of Sberbank Group Risk and Capital Management
Strategy (Version 4).
To approve the Risk and Capital Management Strategy of Sberbank.
To approve amendments to the Risk Appetite of Sberbank and the Risk Appetite
of Sberbank Group.
To approve the planned capital levels, the planned capital structure and the
planned capital adequacy level for Sberbank and the Sberbank Group for 2019.
For enquiries:
Sberbank of Russia
Investor Relations
+7 495 957 59 60
ir@sberbank.ru
ISIN: US80585Y3080, RU0009029540, RU0009029557, US80585Y4070
Category Code: MSCH
TIDM: SBER
LEI Code: 549300WE6TAF5EEWQS81
OAM Categories: 2.2. Inside information
Sequence No.: 8231
EQS News ID: 800845
End of Announcement EQS News Service
(END) Dow Jones Newswires
April 16, 2019 10:36 ET (14:36 GMT)
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