Acquisition of Denizbank AS Building Sberbank’S International Platform

Acquisition of DenizBank AS Building Sberbank’s International Platform

13 June 2012

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● Turkey has a large and dynamic economy with attractive demographics

● Fast growing and profitable banking sector exhibits further, convergence driven growth potential

● DenizBank is a high quality, rapidly growing and profitable bank with unique competitive advantages in key segments

● DenizBank has a robust balance sheet, best-in-class management team and proven financial performance track record

● Sberbank has agreed to acquire 99.85% of DenizBank for TL6,469m (an implied valuation for 100% of DenizBank of TL6,479m)

● This represents an attractive acquisition of a rarely available, high quality Turkish banking asset of the required scale at a fair price

● The transaction is consistent with Sberbank's stated strategy of increasing the share of net profit from international operations through 2014

● The transaction will allow Sberbank to achieve meaningful diversification and capture synergies from Russia/Turkey trade and investment flows

Major step in the transformation of Sberbank into a leading and dynamic international financial institution

Transaction overview 5

Transaction rationale 8

Acquisition impact 25

Transaction details 28

Appendix 31

● Sberbank has agreed to acquire 99.85% of DenizBank A.S. („DenizBank‟) from Dexia S.A. and Dexia Participation Belgium S.A. („Dexia‟) for TL6,469m. This implies a valuation for 100% of DenizBank‟s share capital of TL6,479m

● This represents a 1.33x multiple to the 31 March 2012 BRSA consolidated shareholders‟ equity of TL4,862m

● The final consideration will be adjusted on a Lira-for-Lira basis to account for the evolution of DenizBank‟s net asset value until closing, subject to certain caps

● The consideration will be paid in cash

● Closing expected by end of 2012

● Closing is subject to limited conditions precedent, including customary regulatory approvals

Key attractions Key financials

US$m1 2010 2011 Q1 2012  Top 8 bank in Turkey with US$25.9bn of assets as of Q1 2012 Net loans 12,945 16,840 17,676  Well established business in the fast growing retail segment (28.2% net retail Total assets 18,421 24,354 25,920 FILE NAME: 12eLD0741_Client 1 loan CAGR Dec 2009 - May 2012 for the Turkish banking sector) Deposits 10,727 14,419 16,298 Pitchbook.xlsx  Strong corporate franchise, especially in SME and agricultural lending Shareholders' equity 1,991 2,526 2,653 SHEET NUMBER: 24, 25  Significant growth and efficiency improvement potential given maturing and Net interest income 973 1,023 311 DO NOT DOUBLE-CLICK and expanding branch network (5922 branches in Turkey) Net fees and commissions 171 231 63 DO NOT UNGROUP  Solid profitability with 19.1% average RoAE in 2008 – 2011 Total income 1,156 1,316 366 To edit: Go to Excel, make the edits,  Exceptional, above-market loan growth (21.5% CAGR 2008 – 2011) Operating expenses (583) (727) (190) copy with the Copy Picture macro and Pre-provision profit 573 589 176  Conservative risk management (NPL ratio at 2.9% and 117% NPL provision re-paste the chart to PowerPoint. Impairment charge (149) (90) (44) coverage ratio as of Q1 2012) Profit before tax 424 499 132  Reliable sources of funding (deposits 70% of total liabilities) Net income 335 577 98  Strong and stable management team with track record of delivery; founded the Net income (normalised)2 335 391 98 bank in 1997 and built the 5th largest private bank in Turkey Net loans / deposits ratio 120.7% 116.8% 108.5% NPL ratio 4.4% 2.8% 2.9% Net loans by business3 Deposits by business3 Provision coverage 108.7% 120.2% 116.8% Corporate Corporate Capital adequacy ratio 16.4% 15.7% 15.8% Retail 14% 23% 27% Net interest margin 6.7% 5.4% 5.8% Commercial Retail Agri 22% 50% Cost / income ratio 50.4% 55.3% 51.9% 6% Cost of risk 1.3% 0.6% 1.0% Commercial SME SME Agri RoAE (normalised) 18.6% 17.4% 15.0% 30% 14% 13% 1% 1 Current exchange rate of TL1.838/US$ used 1 BRSA TL consumer + credit card loans 2 Net income excludes discontinued operations (mainly gain on sale from insurance business in 2011) 2 Latest available Source: Consolidated BRSA accounts, BRSA unconsolidated capital adequacy ratio 3 Consolidated BRSA figures (2011) DenizBank is a high quality franchise with strong growth and profitability prospects together with conservative risk management and a robust balance sheet

Transaction overview 5

Transaction rationale 8

Acquisition impact 25

Transaction details 28

Appendix 31

Attractiveness 1● Large and dynamic economy ● 18th largest economy in the world of the Turkish economy 2● Young and growing population ● 51% of the 75m population below the age of 30

3● Convergence driven growth potential ● 53% loan penetration in Turkey vs 196% in the Eurozone Attractiveness 4● High through-the-cycle profitability ● High teens RoAE for top banks in 2011 of the sector 5● Prudent regulatory environment ● Autonomous and prudent regulatory and supervisory authority

● Consistent with strategy to expand share of net profit from 6● Strong strategic fit with Sberbank Strategic fit and international operations through 2014 opportune 7● Scarcity of quality Turkish banking assets ● The only majority stake available in Tier 1 and Tier 2 banks timing ● Attractive valuations compared to historical levels 8 ● Historical average transaction P/BV multiple of 2.7x

● Differentiated offering in highly profitable Retail, SME and Agri 9 ● Full service bank with unique competitive advantages segments in key segments ● 70% of liabilities are deposits as of Q1 2012 DenizBank – a 10● Strong funding position high quality ● 2.9% NPL ratio with 117% provision coverage; 15.8% BRSA rapidly growing 11● Robust asset quality and solid capital position unconsolidated CAR as of Q1 2012 and profitable bank (1) 12● Proven financial performance track record ● 2011 RoAE above 17%

13● High quality, experienced management team ● 10 years on average with DenizBank for Management Board members

1 Excludes gain on sale of insurance company

High and sustainable growth Highlights

● 18th biggest economy in the world, 2nd largest in CEE after Russia 125 ● Key sectors include manufacturing, trade, agriculture and tourism FILE NAME: 12eLD0741_Client 121 120 ● Average GDP growth of 5.4% over 2002 – 2011 Pitchbook.xlsx ● Strong recovery in 2010 and in 2011 with 9.2% and 8.5% real growth SHEET NUMBER: 15, 28, 29 2 115 113 ● Domestic demand and investment spending (22% of GDP ) are the engines of growth DO NOT DOUBLE-CLICK and ● Diversified exports account for 16% of GDP, growing y-o-y at 13% in Q1 2012 DO NOT UNGROUP 110 ● 3.8% average growth expected in 2012E – 2014E vs 0.6% for Eurozone (Global To edit: Go to Excel, make the edits, 108 Insight) copy with the Copy Picture macro and 105 105 ● Government debt/GDP at modest 39%2 101 re-paste the chart to PowerPoint. 100 100 Sizeable and diversified exports with large 100 share of high value-add goods

95 By geography By sector Real GDP, rebased to 100 torebased GDP, Real Other Other Other Other Germany manufacturing 0.4% 90 Americas 0.5% 9.6% Asia 13.9% 2.8% Mining Metals 8.5% 1.7% 19.4% Other Iraq 85 Europe 7.0% Machinery 23.0% United 7.7% Textiles and Kingdom leather 80 Agriculture 6.0% and food 18.0% 2008 2009 2010 2011 2012 2013 Italy 10.8% Other ME / 4.6% 1 Africa France Transport Energy and Turkey Russia CEE USA 25.0% Russia 4.5% 13.5% chemicals 4.1% 4.3% 14.6%

1 CEE includes Poland, Czech Republic, Hungary, Romania, Ukraine, Slovakia, Croatia, Total (1Q 2012): US$35bn Total (1Q 2012): US$35bn Slovenia, Bulgaria, Serbia and Bosnia 2 2011, IMF Source: Global Insight, in US$ at 2005 prices (May 2012) Source: Turkstat (data for Jan – Mar 2012)

Young population compared to CEE peers Second largest and fastest growing population in Eastern Europe

CAGR 2011 – 2030 (0.2)% 0.9% (0.1)% (0.3)% 0.1% (0.2)% FILE NAME: 12eLD0741_Client Turkey 50.5% 38.7% 10.8% 160 Pitchbook.xlsx 142.8 SHEET NUMBER: 16,17 140 Russia 38.3% 43.9% 17.7% DO NOT DOUBLE-CLICK and DO NOT UNGROUP 120 To edit: Go to Excel, make the edits, copy with the Copy Picture macro and Poland 37.8% 42.8% 19.4% 100 re-paste the chart to PowerPoint.

80 73.6 Czech Republic 33.6% 43.8% 22.6%

60 Population, 2011 Population, 2011 (m) Hungary 33.8% 43.3% 22.9% 38.3 40

21.4 20 Romania 36.9% 43.2% 19.9% 10.5 10.0

0 0% 20% 40% 60% 80% 100% Russia Turkey Poland Romania Czech Hungary Republic <30 years 30 – 59 years >60 years Source: Turkstat (2011), Rosstat (2010), Polish Central Statistical Agency (2010), Czech Statistical Source: Global Insight (May 2012) Office (2010), Hungarian Central Statistical Office (2011), Romanian National Institute of Statistics (Jul 2009)

Exceptional loan and deposit growth over the past 5 years Still low loan penetration in Turkey

Total loans, 2011 23,170 114 76 368 259 893 75 (US$bn) 196.3% FILE NAME: 12eLD0741_Client 400 200% 380 Pitchbook.xlsx 368 SHEET NUMBER: 20,21 70% 350 337 DO NOT DOUBLE-CLICK and DO NOT UNGROUP 300 60% 281 281 54.5% To edit: Go to Excel, make the edits, 52.7% 52.7% 50.9% copy with the Copy Picture macro and 250 237 50% re-paste the chart to PowerPoint.

211 42.0% 42.0% 197

200 186 40% (US$bn)

151 2011 Loans/GDP, 150 30%

100 20%

50 10%

0 0% 2007 2008 2009 2010 2011 Eurozone Czech Hungary Turkey Poland Russia Romania Republic Loans Deposits

Note: Current exchange rate of TL1.838/US$ used Source: BRSA (2011), CBR (2011), National Bank of Poland (2011), Czech National Bank (2011), Source: BRSA Hungarian Financial Supervisory Authority (2011), Romanian National Bank (2011), ECB (2011)

Average RoAE 2007 – 2011 Key profitability metrics of Turkish banks1

25% 2007 2008 2009 2010 2011 22.1% FILE NAME: 12eLD0741_Client Pitchbook.xlsx 20% Net interest margin4 5.5% 5.1% 5.9% 4.8% 4.1% SHEET NUMBER: 22

16.3% 2011

– DO NOT DOUBLE-CLICK and 15% 13.3% DO NOT UNGROUP Cost / income ratio 46.4% 47.4% 37.9% 41.5% 44.2% To edit: Go to Excel, make the edits, 10% copy with the Copy Picture macro and re-paste the chart to PowerPoint.

Cost of risk5 2.2% 2.3% 3.3% 1.6% 1.3% Average RoAE, 2007 2007 RoAE, Average 5%

Return on average 25.6% 19.6% 23.4% 22.0% 19.8% 0% equity 1 2 3 Turkey Poland Russia

1 Includes Akbank, Garanti, Halkbank, Isbank, Yapi Kredi 4 Net interest income over average interest-earning assets 2 Includes PKO BP, Pekao, BZWBK, BRE Bank, ING Slaski 5 Gross provision expense (before provision recoveries) over average net loans 3 Includes Sberbank, VTB, NOMOS, Bank St Petersburg, Bank Vozrozhdenie Source: Factset, top 5 publicly traded banks

● Highest average RoAE over last 5 years among largest economies in Emerging Europe

● Net interest margin decreased in 2011 due to regulatory changes, however has been increasing in 2012 YTD as banks responded through repricing the loan portfolio

● Cost of risk returning to pre-crisis levels

Key features of the regulatory environment Prudent regulatory measures

● Stringent Banking Code (Turkish Banking Law, No 5411) ● Non-compliance with the Banking Code may trigger criminal liability and judicial monetary fines

● Autonomous, powerful regulatory and supervisory agency (BRSA) ● Tight monitoring of banks by the BRSA

● Weekly banking sector data publications ● Regular, transparent, harmonised data disclosure and financial reporting

● Central bank (CBRT) targets financial stability as well as inflation ● Strict provisioning rules

● Deposit insurance scheme (SDIF) ● High capital adequacy and quality of capital requirements

● Separate body provides supervisory and regulatory role over ● Basel II compliance expected from June 2012 listed companies (CMB)

● Highly effective CBRT measures ensure sustainable loan growth and macroeconomic expansion

 Establish presence in a fast growing economy and highly Exports from Turkey (2011) profitable banking sector #1 #2 10.3% 6.2% . average 2012E – 2014E GDP growth in Turkey of 3.8%1 vs FILE NAME: 12eLD0741_Client 1 Eurozone of 0.6% #3 Pitchbook.xlsx 6.0% SHEET NUMBER: 23 . loan growth CAGR of 25% over 2007 – 2011 #4 5.8% DO NOT DOUBLE-CLICK and Other DO NOT UNGROUP . 22.1% average 2007 – 2011 RoAE for Tier 1 listed banks2 62.2% #5 5.0% To edit: Go to Excel, make the edits, copy with the Copy Picture macro and Realise synergies from Russia / Turkey trade and investment Russia, #6  4.4% re-paste the chart to PowerPoint. flows Total: US$135bn . Russia is Turkey‟s 6th largest export market with US$6bn volume in Imports to Turkey (2011) 2011 Russia, #1 9.9% . Russia is the largest source of imports for Turkey with US$24bn volume in 2011

. Turkey is Russia‟s 6th largest export market and 11th largest source of imports3 Other 90.1% . Large number of Turkish companies operating in Russia as well as Russian companies operating in Turkey

1 Global Insight (May 2012) Total: US$241bn 2 Includes Akbank, Garanti, Halkbank, Isbank and Yapi Kredi 3 Rosstat Source: Turkstat © Investor Relations, SBERBANK 14 Strong strategic fit: DenizBank acquisition allows Sberbank to progress its international strategy

 Achieve meaningful diversification

. largest foreign operation of Sberbank Slovakia Hungary Belarus Kazakhstan . would increase share of assets from outside CIS from 3.0% to 9.2% US$m US$m US$m US$m Market share 2.9% Market share 1.4% Market share 9.7% Market share 4.3% . Russia and Turkey are on the opposite side of the commodity cycle Loans 1,565 Loans 1,615 Loans 1,610 Loans 2,436 FILE NAME: 12eLD0741_Client Branches 41 Branches 62 Branches 189 Branches 95 (Turkey benefits from falling oil prices and Russia from increasing in Pitchbook.xlsx oil prices) SHEET NUMBER: 23 Czech Republic  Complete expansion in the target CIS and CEE markets ex Poland DO NOT DOUBLE-CLICK and US$m . Sberbank will be present in markets covering 82% of total banking Market share 1.1% DO NOT UNGROUP Loans 2,171 1 assets in CEE/CIS Branches 24 To edit: Go to Excel, make the edits,

. DenizBank acquisition allows Sberbank to strengthen presence in copy with the Copy Picture macro and the Austrian market Slovenia re-paste the chart to PowerPoint. US$m Market share 2.0% Pro-forma contribution of Loans 1,109 international business to Sberbank (by assets, 1Q 2012) Branches 12

VBI + Denizbank Croatia SBS2 6% CIS 3% US$m 2% Market share 1.9% Loans 931 Branches 31

Bosnia-Herzegovina3 Serbia Ukraine Turkey US$m US$m US$m US$m Market share 5.9% Market share 2.9% Market share 1.7% Market share 3.7% Loans 582 Loans 661 Loans 2,129 Loans 16,511 Russia Branches 47 Branches 26 Branches 185 Branches 589 89%

Pro-forma total: US$383bn Source: Sberbank Note: Data as of 2011 1 CEE/CIS include Russia, Ukraine, Belarus, Kazakhstan, Poland, Czech Republic, Slovakia, Hungary, Slovenia, Croatia, Serbia, FYROM, Albania, Bosnia and Herzegovina, Romania, Bulgaria and Turkey 2 Sberbank Switzerland 3 Including Banja Luka © Investor Relations, SBERBANK 15 7 Quality Turkish banking assets are in short supply

Average Market cap ’07-’11 Average Total assets, 1Q 2012 (US$bn) (US$bn) P/TBV ’07-’11 RoAE Branches1 Major shareholders Isbank pension fund (41%), Republican People's Party 9.5 1.5x 16.8% 1,194 Isbank 102.8 (28%), Free float (31%) FILE NAME: 12eLD0741_Client Garanti 89.8 14.2 2.0x 26.2% 913 JV BBVA and Dogus Group, BBVA with controlling share Pitchbook.xlsx

Ziraat 84.9 na na 29.2% 1,477 State (100%) SHEET NUMBER: 11

DO NOT DOUBLE-CLICK and Akbank 77.9 12.4 2.0x 18.6% 942 JV Sabanci and Citigroup, Sabanci with controlling share

Tier 1 Tier DO NOT UNGROUP Yapi Kredi 62.5 7.4 2.4x 21.4% 912 JV KOC and Unicredit, equal ownership To edit: Go to Excel, make the edits, Vakifbank 53.7 4.2 1.2x 17.1% 687 State (75%) copy with the Copy Picture macro and re-paste the chart to PowerPoint. Halkbank 51.6 8.4 2.3x 27.5% 786 State (75%)

DenizBank 25.8 na na 19.7% 589 Dexia

Finansbank 25.1 5.3 2.6x 18.5% 521 National Bank of Greece Tier 2 Tier TEB 21.9 2.2 1.5x 14.2% 506 BNP Paribas

HSBC 13.1 na na 12.3% 322 HSBC

ING 12.9 na na 8.2% 314 ING Tier 3 Tier Sekerbank 8.1 0.5 0.7x 15.5% 272 Sekerbank pension fund, Samruk Kazyna, BTA

DenizBank represents the only attractive opportunity to enter the Turkish market via a controlling stake in a bank of sufficient scale in the short to medium term

1 As of Q1 2012, only domestic branches are included Source: Turkish Banking Association (6 June 2012), Factset (6 June 2012) © Investor Relations, SBERBANK 16 8 Attractive valuations compared to historical levels

5.0x Denizbank/Dexia (75.0% stake, Turkiye Finans Katilim US$2,438m) Bankasi/National Commercial Bank 4.5x (65.0% stake, US$1,080m) FILE NAME: 12eLD0741_Client 4.0x Finansbank/NBG (40.5% stake, Tekfenbank/EFG (70.0% stake, US$2,774m) Pitchbook.xlsx US$182m) SHEET NUMBER: 10 3.5x Oyak Bank/ING (100.0% stake, Sekerbank/TuranAlem Securities US$2,673m) DO NOT DOUBLE-CLICK and JSC (34.0% stake, US$257m) 3.0x Average transaction DO NOT UNGROUP P/BV multiple = 2.7x Garanti Bank/GE Capital (25.5% To edit: Go to Excel, make the edits, stake, US$1,806m) Akbank/Citigroup (20.0% stake, Garanti Bank/BBVA (24.9% stake, 2.5x copy with the Copy Picture macro and US$3,078m) US$5,666m) P/BV re-paste the chart to PowerPoint. TEB Mali/BNP Paribas (50.1% Average trading 2.0x stake, US$217m) Disbank/Fortis (89.3% stake, P/BV multiple = 1.7x US$1,133m) 1.5x DenizBank/Sberbank (99.85%, US$3,472m) Kocbank/Unicredito (50.0% stake, 1.0x US$240m) Yapi Kredi/Kocbank (57.4% stake, Eurobank/Tekfen/Burgan (100.0% US$1,488m) stake, US$359m) 0.5x

0.0x Nov-01 Nov-02 Dec-03 Jan-05 Jan-06 Feb-07 Mar-08 Apr-09 Apr-10 May-11 Jun-12

Average trading P/BV multiple of Turkish banks Precedent transactions P/BV multiples

Sberbank has taken advantage of a rare opportunity to acquire a high quality asset, the supply of which has been limited in the past except during periods of high valuations

Source: Company announcements, Capital IQ © Investor Relations, SBERBANK 17 9 Full service bank…

SME & Agricultural Corporate-Commercial Banking and Retail Banking Group Private Banking Foreign operations Banking Group Public Finance Group

• #10, 4.3% market share in mortgages • #9, 4.0% market share in SME loans2 • #8, 4.9% market share in • n/a Vienna • #9, 4.2% market share in consumer • #1, 20% market share in agricultural corporate/commercial loans • Former Esbank acquired in 2002 loans loans3 Market • Universal bank, serving Turkish residents • #9, 2.8% market share in credit cards residing abroad position1 • #8, 5.2% market share in car loans • 10 branches • Major internet presence US$4.3bn assets, US$391m equity

• Individuals with AuM of 3.8m retail clients • >650k SME clients • >12k private banking clients • Corporate focus to facilitate trade over TL 15m pa Clients • >540k agricultural clients between Russia and Turkey • Public: local public administrations, state enterprises • US$296m assets, US$53m equity • >24k commercial clients • >2.5k corporate clients Nicosia • Acquired in 2002 • Deposits, consumer loans, overdraft • SME Banking: SME cash loans, SME • Corporate banking, public finance, • Conventional products • US$920m assets, US$4.1m equity accounts, bill payment, housing and card, SMS/internet/ATM loans, tax project finance, foreign trade finance, • Structured products car loans and credit cards (c 2m) payments commercial banking, cash • Personalised services • Agricultural Banking: working capital management, electronic collection Products loans, investment loans services, electronic payment services, corporate info services, institutional Domestic subsidiaries • Other: Gold Banking, Merchant and municipality collections Relations • Leasing (ranked #5, 8.9% market share) • Factoring (ranked #3) • Investment banking (ranked #4, 3.8% • 592 branches • 592 branches • 5 corporate branches in Istanbul, • 16 private banking centers market share in ISE trading volumes) • Internet banking • 110,324 POS terminals Ankara and Izmir • Asset management (2.1% AuM market Distribution share, 4% AuM market share among • 2,370 ATMs • 31 agricultural “Green shoot” • 68 commercial banking branches investment funds traded on ISE) • 110,324 POS terminals branches

Source: DenizBank annual report (2011), branches latest available 1 As of Q1 2012 2 Approximated as ‘business instalment loans’ as per BRSA disclosure 3 Excluding Ziraat (state-owned), which is the only bank allowed to provide subsidised loans

Net loans by business1 Deposits by business1 Gross income by business2

3 Group Corporate Centre FILE NAME: 12eLD0741_Client 14% 12% Corporate Retail Pitchbook.xlsx 23% Retail 24% 27% SHEET NUMBER: 1, 2, 3 DO NOT DOUBLE-CLICK and Corporate DO NOT UNGROUP 17% To edit: Go to Excel, make the edits, Commercial Retail copy with the Copy Picture macro and 22% 50% re-paste the chart to PowerPoint. Agri Agri 6% 13%

Commercial Commercial SME 30% SME 18% 14% SME 13% Agri 1% 16%

DenizBank has unique competitive advantages in the rapidly growing and highly profitable retail, SME and Agri segments through strong brand perception, innovative products and proprietary infrastructure allowing cost effective retail and small and micro business lending Denizbank differentiates itself in the corporate and commercial sector in public and project finance, cash management, leasing and factoring services and through its international presence and focus on niche under-banked markets

Corporate clients annual turnover >TL100m, commercial TL15m-100m, SME < TL15m 1 Consolidated BRSA figures, 2011 2 Consolidated IFRS figures, 2011 3 Includes gain on sale of insurance © Investor Relations, SBERBANK 19 10 Strong funding position

Funding structure (Q1 2012) Strong customer deposits growth

Other liabilities 30,000 120.7% 130% 6.8% 116.8% Subdebt 108.5% FILE NAME: 12eLD0741_Client 2.1% Pitchbook.xlsx 20,000 100% SHEET NUMBER: 30, 31 Wholesale 16,298 funding 14,419 DO NOT DOUBLE-CLICK and 21.0%

(US$m) 10,727 DO NOT UNGROUP 10,000 70% To edit: Go to Excel, make the edits, Deposits copy with the Copy Picture macro and 70.1% re-paste the chart to PowerPoint. 0 40% 2010 2011 Q1 2012 Total: US$23.3bn Deposits Net loans/deposits ratio

Source: Consolidated BRSA accounts Source: Consolidated BRSA accounts

● Deposit funded business model with 50% of total deposits coming from retail customers

● Positive deposit gathering dynamics with 34% growth in deposits in 2011 and 13% in Q1 2012 following strategic shift to deposit gathering after repayment of funding from Dexia in 2011

● US$942m or 19% of total wholesale funding is stable, long-term funding at favourable rates from supranational entities (EIB, EBRD, AFD, TKB, DEG, FMO, OEEG)

NPL development and provision coverage Capital adequacy

Provision coverage 114.7% 97.7% 108.7% 120.2% 116.8% FILE NAME: 12eLD0741_Client 800 5.7% 6% 20% 19.0% Pitchbook.xlsx 19% SHEET NUMBER: 32, 40 5% 589 18% 17.2% DO NOT DOUBLE-CLICK and 600 574 514 17% 16.4% DO NOT UNGROUP 4% 4.4% 487 15.7% 15.8%

16% To edit: Go to Excel, make the edits, NPL NPL ratio 400 3% 15% copy with the Copy Picture macro and 2.9% 2.8% 2.9% re-paste the chart to PowerPoint.

(US$m) 281 14% 13.3% 2% 12.8% 12.5% 13% 200 11.9% 12% 11.4% 1% 11%

0 0% 10% 2008 2009 2010 2011 Q1 2012 2008 2009 2010 2011 Q1 2012 Non-performing loans (lhs) NPL ratio (rhs) CAR (unconsolidated) Tier I ratio (consolidated) Note: Current exchange rate of TL1.838/US$ used Source: BRSA accounts Source: Consolidated BRSA accounts

● DenizBank‟s business model is focused on high-margin ● High capital adequacy ratios even post introduction of lending (Q1 2012 loan spread1 of 5.6% vs sector 4.3%)… Basel II expected in H2 2012

● … NPLs remain at relatively low levels (Q1 2012 NPLs of ● 15.8% CAR is significantly higher than the 12% regulatory 2.9% vs sector 2.8%) and 117% covered by provisions minimum1

1 Loan interest income / average net loans less deposit interest expense / average deposits 1 8% minimum CAR requirement, minimum 12% CAR required to open new branches © Investor Relations, SBERBANK 21 12 Proven financial performance track record

Net interest margin versus cost of risk Return on equity

10% 8.5% 30% 8% FILE NAME: 12eLD0741_Client 6.5% 6.7% 25% 23.0% 5.4% 5.8% Pitchbook.xlsx 6% 18.6% 2 20% 17.3% 17.4% SHEET NUMBER: 33, 34, 35 3.1% 4% 15.0% 2.0% DO NOT DOUBLE-CLICK and 1.3% 15% 2% 0.6% 1.0% DO NOT UNGROUP 0% 10% To edit: Go to Excel, make the edits, 2008 2009 2010 2011 Q1 2012 2008 2009 2010 2011 Q1 2012 copy with the Copy Picture macro and Net interest margin Cost of risk (net of recoveries) RoAE re-paste the chart to PowerPoint.

Operating costs ● DenizBank has achieved strong results by balancing high NIM

120% 4% loan mix 2007 – 2011 average of 6.6% (vs sector 5.1%) … 3.1% 3.0% 2.8% ● … and prudent risk management with 2007 – 2011 through- 90% 3% 2.5% 2.3% the-cycle cost of risk of 1.6% (vs sector 2.1%) 60% 53.9% 50.4% 55.3% 51.9% 2% 41.5% ● Operating costs continue to improve relative to customer volumes as branch network matures and scale benefits are 30% 1% realised 0% 0% 2008 2009 2010 2011 Q1 2012 ● RoAE remained robust throughout the crisis Cost / income ratio (lhs) 1 ● RoAE decreased in H2 2011 and Q1 2012 reflecting Operating costs / average customer volumes (rhs) temporary regulatory measures designed to ensure 1 Sum of loans and deposits 2 Excluding net income from discontinued operations of TL343m sustainable growth in face of the headwinds from the Source: Consolidated BRSA accounts turbulent Eurozone © Investor Relations, SBERBANK 22 13 Highly professional management and corporate governance

Management Corporate governance

● Governance practices in line with international standards ● CEO is one of the founders of DenizBank with 15 years at

the Bank ● Board of Directors made up of 9 members with 4 Executive Board members, 2 Independent Board members and 3 representatives of the majority shareholder ● CEO stayed at the Bank, when it was acquired by Dexia in 2006

● Separation between Chairman and CEO roles ● Management Board members with average 23 years of

experience in the sector and 10 years at DenizBank ● Board member responsible for risk management

● Audit, Corporate Governance and Nomination committees ● Management Board with 12 members, responsible for key operate within the Board of Directors businesses, risk management and operations meets on a weekly ● Audit committee consists of 1 independent and 2 non-executive basis members

● Executive Committee with 24 members meets on a monthly basis ● Adopts commercial and social responsibilities simultaneously, continuing to undersign projects that contribute to the sustainable economic development and the social and cultural advancement of Turkey

Transaction overview 5

Transaction rationale 8

Acquisition impact 25

Transaction details 28

Appendix 31

Financial impact on Sberbank Post-acquisition strategy

● Sberbank does not intend to raise equity to finance the ● Retention of management FILE NAME: 12eLD0741_Client acquisition Pitchbook.xlsx ● Continuation of existing strategy with a focus on rapidly SHEET NUMBER: 36 ● Expected RWA increase of US$21.8bn or 5.6% as of growing, highly profitable segments where DenizBank has DO NOT DOUBLE-CLICK and DO NOT UNGROUP 31 March 2012 unique competitive advantages To edit: Go to Excel, make the edits, copy with the Copy Picture macro and re-paste the chart to PowerPoint. ● Expected Tier 1 ratio impact <100bps ● DenizBank as the innovation hub for our CEE business

● Transaction expected to be EPS accretive to Sberbank from ● Continued operational separation from the parent company year 1 and management continuity of DenizBank allow for culture preservation and smooth transition

● Sberbank and DenizBank will develop full-scale integration program, governance structure and joint business planning

● Imports from Turkey to Russia . access to a greater number of import flows . Imports from Turkey to Russia reached US$6bn in 2011 and are projected to reach US$10bn in the short-term perspective ● Exports from Russia to Turkey Russia / Turkey trade flows . access to a greater number of export flows . exports from Russia to Turkey reached US$24bn in 2011 and are projected to reach US$40bn in the short-term perspective ● Servicing Russian companies operating in Turkey and Turkish companies operating in Russia . access to a large number of Turkish companies operating in Russia as well as Russian companies operating in Turkey by offering favourable terms on the group level

● Better access to Russia‟s large-scale investments projects in Turkey Large-scale ● In 2010, investment projects to the amount of US$25bn were agreed by Russia and Turkey. The key projects are the construction of Akkuyu NPP and investment Samsun-Ceyhan oil pipeline projects ● Project financing, loans guaranteed by the Export Insurance Agency of Russia

● Services to Russian tourists travelling to Turkey (loans, cards, cash transfers, currency exchange) Tourist flows ● The number of Russian tourists travelling to Turkey reached 3.3 million in 2011 and is forecasted to reach 4 million in the short-term

● Product expertise exchange . retail, including card business

Product . corporate expertise . private banking exchange . wealth management . CRM . internet banking

Investment ● Investment banking banking . a stronger IB platform (Troika Dialog + Deniz Yatirim) with wider potential for M&A business in both countries

Transaction overview 5

Transaction rationale 8

Acquisition impact 25

Transaction details 28

Appendix 31

Perimeter ● Sberbank to acquire 99.85% of DenizBank, including subsidiary companies in Turkey and subsidiary banks in Austria and Russia

● Acquisition of DenizBank for a cash consideration Structure ● Dexia agreed to keep the subordinated debt provided to DenizBank until contractual maturity

Price ● This represents a 1.33x multiple to the 31 March 2012 BRSA consolidated shareholders‟ equity of TL4,862m ● The final consideration will be adjusted on a Lira-for-Lira basis to account for the evolution of DenizBank‟s net asset value until closing, subject to certain caps ● Purchase price set in Turkish Lira terms, converted to EUR at closing

● EPS – transaction expected to be accretive pre-synergies/integration costs from year 1 Acquisition impact (pre- ● Sberbank‟s RWA post acquisition will increase by US$21.8bn while the impact on the Tier 1 ratio is expected to be less than 1.0%1 synergies)1 ● Increase in Sberbank‟s total assets by 6% as of Q1 2012 proforma

● Retention of management Integration ● Continued operational separation from parent company and management continuity of DenizBank allow for culture preservation and smooth transition ● Sberbank and DenizBank will develop a full-scale integration program, governance structure and joint business planning

1 Indicative capital impact calculated on a consolidated basis under Basel I principles

Signing on 8th June 2012 End of 20121

Pre – closing Post – closing

 Finalise regulatory approvals  Legal and regulatory

 Integration  Detailed integration planning . Finalise detailed integration plan

. Staff retention plan

. Joint business planning

Transaction overview 5

Transaction rationale 8

Acquisition impact 25

Transaction details 28

Appendix 31

Income statement Balance sheet

(US$m) 2008 2009 2010 2011 Q1-12 (US$m) 2008 2009 2010 2011 Q1-12

Assets Net interest income 684 1,014 973 1,023 311 Net loans 9,378 9,710 12,945 16,840 17,676 Total assets 13,180 14,117 18,421 24,354 25,920 Net fees and commissions 125 159 171 231 63 Liabilities Deposits 6,439 8,000 10,727 14,419 16,298 Total income 821 1,219 1,156 1,316 366 Shareholders' equity 1,245 1,615 1,991 2,526 2,653

Operating expenses (442) (506) (583) (727) (190) Key ratios

Pre-provision profit 378 712 573 589 176 2008 2009 2010 2011 Q1-12 Net interest margin 6.5% 8.5% 6.7% 5.4% 5.8% Impairment charge (164) (289) (149) (90) (44) Net fee income/ total income 15.2% 13.0% 14.8% 17.6% 17.2% Cost/income 53.9% 41.5% 50.4% 55.3% 51.9% Profit before tax 214 423 424 499 132 Cost of risk 2.0% 3.1% 1.3% 0.6% 1.0% RoAE (normalised) 17.3% 23.0% 18.6% 17.4% 15.0% Gain from sale of insurance business 0 0 0 187 0 RoAA (normalised) 1.6% 2.4% 2.1% 1.8% 1.6% Net loans/deposits 145.6% 121.4% 120.7% 116.8% 108.5%

Net income 186 329 334 577 98 Tier 1 ratio 12.8% 13.3% 12.5% 11.9% 11.4% CAR 17.2% 19.0% 16.4% 15.7% 15.8% Net income (normalised), attributable NPL/gross loans 2.9% 5.7% 4.4% 2.8% 2.9% 186 329 335 391 98 to parent shareholders NPL coverage 114.7% 97.7% 108.7% 120.2% 116.8% Source: Consolidated BRSA accounts Note: BRSA unconsolidated capital adequacy ratio Note: Current exchange rate of TL1.838/US$ used