Item 4. Election of the members of the Supervisory Board
Draft Resolution of the Meeting: elect the following members of the Supervisory Board
Senior Adviser, East Oice of Finnish Industries 1. Aho Esko Tapani (independent director)
expert in investment and sustainable development 2. Braginsky Mounier Natalie Alexandra (Independent Director)
3. Herman Gref CEO, Chairman of the Executive Board of Sberbank
4. Bella Zlatkis Deputy Chairman of the Executive Board of Sberbank
5. Sergey Ignatiev Advisor to the Governor, Central Bank of the Russian Federation
1 Item 4. Election of the members of the Supervisory Board
President of National Research Centre (NRC) Kurchatov Institute 6. Mikhail Kovalchuk (Independent Director)
7. Vladimir Kolychev Deputy Minister of Finance of the Russian Federation
Rector of Moscow Institute of Physics and Technology (National 8. Nikolay Kudryavtsev Research University) (Independent Director)
President of Skolkovo Institute of Science and Technology 9. Alexander Kuleshov (Independent Director)
10. Gennady Melikyan Honored Economist of the Russian Federation (Independent Director)
11. Maksim Oreshkin Aide to the President of the Russian Federation
12. Anton Siluanov Minister of Finance of the Russian Federation
13. Dmitry Chernyshenko Deputy Prime Minister of the Russian Federation
Independent Investment and Corporate Governance Consultant 14. Nadya Christina Wells (Independent Director)
2 Item 4. Election of the members of the Supervisory Board
Explanatory information of the reporting year (until voting on elections in Super- skills and experience nec- on the item: March 16, 2021 inclusive). visory Board of two more can- essary for making decisions By the indicated date, the didates: Vladimir Kolychev within the competence of the In accordance with Feder- shareholders proposed 12 (Deputy Minister of Finance of Supervisory Board, while inde- al Law No. 208-FZ dated candidates for election to the Russian Federation) and pendent directors must make 26.12.1995 “On Joint Stock the Bank's Supervisory Board Braginsky Mounier Natalie up at least 1/3 of the elected Companies” (hereinafter (with the number of members Alexandra (Investment and members of the Supervisory referred to as the Law), at of the Supervisory Board be- Sustainable Development Ex- Board of the Bank. the annual General Meet- ing 14), who are current mem- pert). ing of Shareholders of the bers of the Supervisory Board. The Committee, with the as- Bank (hereinafter referred According to the Law and the sistance of the corporate sec- to as the Meeting), the issue In view of the insuicient Charter of the Bank, members retary of the Bank, assessed of electing members of the number of candidates pro- of the Supervisory Board are the candidates nominated Bank's Supervisory Board posed by shareholders for the elected by the General Meet- to the Supervisory Board for should be considered. formation of the Supervisory ing by means of cumulative compliance with: Board, the HR and Remuner- voting for a period until the — the provisions of the Fed- According to clause 9.10. Of ation Committee of the Su- next Meeting in the amount eral Law dated 02.12.1990 the Bank's Charter, share- pervisory Board (hereinafter of 14 people. No. 395-1 "On Banks and holders (shareholder) who referred to as the Committee) Banking Activities" (com- collectively own at least 2% at the meeting on 19/03/2021 The members of the Supervi- pliance of candidates with of voting shares are entitled decided to recommend to the sory Board of the Bank must the requirements for busi- to nominate candidates to Supervisory Board, in accor- be elected persons who have ness reputation) the Supervisory Board no lat- dance with paragraph 7 of Ar- an impeccable business and — the requirements of the er than 75 days after the end ticle 53 of the Law, to include personal reputation, who Moscow Exchange PJSC in the list of candidates for have professional knowledge, Listing Rules (candidates
3 Item 4. Election of the members of the Supervisory Board
applying for the status of At the same time, the Super- voting in elections to the a set of criteria set for an independent director visory Board may recognize a Supervisory Board at the such directors by the List- must meet the indepen- director as independent, de- Annual General Meeting ing Rules of Moscow Ex- dence criteria - for the spite the fact that he / she of Shareholders of Sber- change and recommend- purpose of inding the has formal criteria for being bank at the end of 2020; ed for use by the Bank of Bank's shares in the top connected, if, in the opin- 2) on the basis of clause 7 of Russia Corporate Gover- quotation list of the Ex- ion of the Supervisory Board, Article 53 of Federal Law nance Code. change) such connectedness does not No. 208-FZ of December — the needs of the Supervi- afect the director's ability 26, 1995, No. 208-FZ "On At the meeting on March 19, sory Board for addition- to make independent, objec- Joint Stock Companies", 2021, the Bank's Supervisory al competencies (for the tive and fair judgments. to additionally include the Board considered proposals purpose of ensuring the Based on the results of the following candidates in received from shareholders succession of members of assessment of candidates, the list of candidates for on nominating candidates the Supervisory Board). the Committee determined voting in elections to the for election to the Super- that there were no grounds Supervisory Board at the visory Board, agreed with A member (candidate for for recognizing candidates annual General Meeting of the Committee's opinion on membership) of the Supervi- as inadequate to profession- Shareholders of Sberbank preliminary recognition of sory Board can be recognized al qualiications, experience, following the results of 7 candidates as complying as independent if it meets requirements for personal 2020: Vladimir Kolychev with the status of an inde- the following criteria: lack of and business reputation and and Braginsky Mounier pendent director, and decid- ailiation with the Bank, the recommended to the Bank's Natalie Alexandra; ed to include all candidates state (including as a signif- Supervisory Board: 3) preliminarily recognize in the list of candidates for icant shareholder), a signif- 1) include candidates pro- 7 candidates as meeting voting in elections to the Su- icant counterparty, a com- posed by shareholders in the status of an indepen- pervisory Board. candidates petitor of the Bank. the list of candidates for dent director based on proposed by shareholders
4 Item 4. Election of the members of the Supervisory Board
who conirmed their consent Supervisory Board also decid- to be nominated and elect- ed to include Vladimir Koly- ed to the Bank's Supervisory chev and Braginsky Mounier Board. Natalie Alexandra in the list of candidates for voting in the In accordance with paragraph elections to the Supervisory 7 of Article 53 of the Law, the Board.
5 Information on Candidates to the Supervisory Board of Sberbank
1. Esko Tapani Aho (independent director)
Member of the Supervisory E. T. Aho was nominated to Work experience in the last Board since 2016. the Supervisory Board by a ive years: group of shareholders of the — 2019 – present: Senior Ad- At present: Bank who own over 2 percent viser, East Oice of Finnish — Member of the Supervisory of votes. Industries Board of Sberbank — 2013–2019: Executive — Member of the Strategic Education / academic de- Chairman of the Board, Planning and Sustainable gree / academic position: East Oice of Finnish In- Development Committee 1980 University of Hel- dustries — Member of the Risk Man- sinki (Finland), Political agement Committee History, Master s Degree in Social Sciences Year of Birth: 1954
1 Information on Candidates to the Supervisory Board of Sberbank
Membership in the manage- There are no grounds to ac- ment bodies of other legal knowledge that the candi- entities: date does not comply with — Chairman of the Board of the requirements to pro- Directors, Verbatum Oy fessional qualiications, ex- — Member of the Board of perience, and personal and Trustees, Yegor Gaidar Her- business reputation. itage Foundation — Chairman of the Board of Directors, Cinia Oy
The candidate: — owns no shares of the Bank has no relations with aili- ates and large counterpar- ties of the Bank or kinship relations with persons in- cluded in the governance bodies of the Bank — meets the requirements for independent directors
2 Information on Candidates to the Supervisory Board of Sberbank
2. Braginsky Mounier Natalie Alexandra (independent director)
At present: Education / academic de- Work experience in the last Nominated as a candidate to gree / academic position: ive years: the Supervisory Board of the 1996 Harvard Business 2006 2017: Portfolio Bank for the irst time School (HBS), Boston, USA, manager / analyst at CAP- Master of Business Admin- ITAL GROUP COMPANIES Year of Birth: 1969 istration (MBA) (New York, London) 1991 Georgetown Univer- 2017 2020: Director for N. A. Braginsky Mounier was sity, School of Foreign Ser- Global ESG Investments included in the list of can- vice, BSc (Hons) (BSc, Mag- CAPITAL GROUP COMPA- didates to the Supervisory na Cum Laude) NIES (London) Board following the proposal Certiied by: CFA U.K. ESG 2020 present: Senior Re- by the Supervisory Board of investing (2019); Harvard searcher at FCLT Global the Bank in accordance with Business School Board Di- Article 53 of Federal Law 208- rector Certiicate (2020); Membership in the manage- FZ: "On Joint-Stock Compa- Harvard Business School ment bodies of other legal nies" dated 26/12/1995 Creating Shared Value cer- entities: tiicate (2020) 2020 present: Indepen- — Actively participates in the dent Director of Aradei humanitarian program "Girls Capital. are Investors" (Gain U.K.)
3 Information on Candidates to the Supervisory Board of Sberbank
The candidate: There are no grounds to ac- — owns no shares of the Bank knowledge that the candi- has no relations with aili- date does not comply with ates and large counterpar- the requirements to pro- ties of the Bank or kinship fessional qualiications, ex- relations with persons in- perience, and personal and cluded in the governance business reputation. bodies of the Bank — meets the requirements for independent directors
4 Information on Candidates to the Supervisory Board of Sberbank
3. Herman Gref (executive director)
Member of the Supervisory Education / academic de- Awards: Board since 2005. gree / academic position: — Order For Merit to the Fa- 1990 Dostoevsky Omsk therland, Class II, III and IV At present: State University, Jurispru- Order of Honor — Member of the Supervisory dence, Lawyer — Order of Alexander Nevsky Board of Sberbank 1993 Post-graduate stu- — Stolypin Medal Class II — Member of the Strategic dent of the Faculty of Law Certiicate of Honor from Planning and Sustainable of Saint Petersburg State the President of the Rus- Development Committee University sian Federation 2011 PhD in Economics Order of Holy Prince Daniel Year of Birth: 1964 of Moscow 1st Class Work experience in the last Oicer of the Legion of H. Gref was nominated to the ive years: Honor (the highest order of Supervisory Board by a group 2007 present: CEO, honor in France) of shareholders of the Bank Chairman of the Executive Awarded the title of Honored who own over 2 percent of Board of Sberbank Economist of the Russian Fed- votes. eration.
5 Information on Candidates to the Supervisory Board of Sberbank
Membership in the manage- — Member of the Board of — Member of the Superviso- There are no grounds to ac- ment bodies of other legal Trustees, Gaidar Institute ry Board, Russia – Land of knowledge that the candi- entities: for Economic Policy Opportunity, autonomous date does not comply with — Chairman of the Executive — Member of the Supervisory non-proit organization the requirements to pro- Board, Sberbank Corporate Board, Autonomous Non- — Member of the Board of fessional qualiications, ex- University, an Autonomous proit Organization Agency Trustees of the Federal perience, and personal and Nonproit Organization for for Strategic Initiatives to Fund for Social and Eco- business reputation. continuing professional ed- Promote New Projects nomic Support of Domestic ucation — Member of the Board, As- Cinematography. — Member of the Supervisory sociation of Banks of Rus- Board, Autonomous Non- sia The candidate: proit Organization Exper- — Member of the Supervisory — owns shares of the Bank tise Center for World Trade Board of ANO Institute of (interest in the authorized Organization Issues Artiicial Intelligence capital: 0.0045%; share — Member of the Superviso- — Member of the Supervisory of owned common stock: ry Board, Chairman of the Board, Autonomous Non- 0.0044%) Board of Trustees, National proit Organization School — has no kinship relations Research University Higher 21 with persons included in School of Economics — Member of the Supervisory the governance bodies of — Member of the Board of Board, Private Education- the Bank Trustees, Yegor Gaidar Her- al Establishment Khoro- itage Foundation shevskaya School
6 Information on Candidates to the Supervisory Board of Sberbank
4. Bella Zlatkis (executive director)
Member of the Superviso- Education / academic de- Awards: ry Board from 1996 to 1998, gree / academic position: — Order for Merit to the Fa- from 2000 to 2014, from 1970 Moscow Finan- therland 4th Class 2018 to the present. cial Institute, Finance and — Order of Friendship Credit, Economist — Medal of the Order for At present: 1978 Postgraduate Ed- Merit to the Fatherland — Member of the Supervisory ucation at the All-Union 2nd Class Board of Sberbank Correspondence Finan- — Order of Alexander Nevsky cial and Economic Insti- — Letter of Acknowledgment Year of Birth: 1948 tute; Candidate of Sciences from the President of the (PhD) in Economics Russian Federation B. Zlatkis was nominated to Certiicate of Honor from the Supervisory Board by a Work experience in the last the Government of the group of shareholders of the ive years: Russian Federation Bank who own over 2 percent — 2004 – present: Deputy Awarded the title of Honored of votes. Chairman of the Executive Economist of the Russian Fed- Board of Sberbank eration.
7 Information on Candidates to the Supervisory Board of Sberbank
Membership in the manage- There are no grounds to ac- ment bodies of other legal knowledge that the candi- entities: date does not comply with — Chairman of the Superviso- the requirements to pro- ry Board, National Settle- fessional qualiications, ex- ment Depository perience, and personal and — Member of the Supervisory business reputation. Board, Moscow Stock Ex- change MICEX-RTS — Member of the Presidium, Non-Commercial Partner- ship National Council on Corporate Governance
The candidate: — owns shares of the Bank (interest in the authorized capital: 0.0004%; share of owned common stock: 0.0005%) — has no kinship relations with persons included in the governance bodies of the Bank
8 Information on Candidates to the Supervisory Board of Sberbank
5. Sergey Ignatiev (non-executive director)
Member of the Supervisory ation represented by the Min- Work experience in the last Board since 2000. istry of Finance of the Russian ive years: Federation — 2013 – present: Advisor to At present: the Governor, Central Bank — Deputy Chairman of the Education / academic de- of the Russian Federation Supervisory Board of Sber- gree / academic position: bank 1975 Lomonosov Moscow Awards: Member of the HR and Re- State University, Political — Order For Merit to the Fa- muneration Committee Economy, Economist, Polit- therland, Class II, III and IV — Member of the Strategic ical Economy Lecturer — Medal of the Order for Planning and Sustainable 1981 Post-graduate stu- Merit to the Fatherland Development Committee dent of the Faculty of 2nd Class Economics of Lomonosov Certiicates of Honor from Year of Birth: 1948 Moscow State Universi- the Government of the ty, Candidate of Sciences Russian Federation S. Ignatiev was nominated to (PhD) in Economics, Assis- — Letters of Acknowledg- the Supervisory Board by a tant Professor ment from the President of shareholder — Russian Feder- the Russian Federation
9 Information on Candidates to the Supervisory Board of Sberbank
— Letter of Acknowledgment There are no grounds to ac- from the Government of knowledge that the candi- the Russian Federation date does not comply with the requirements to pro- Membership in the manage- fessional qualiications, ex- ment bodies of other legal perience, and personal and entities: business reputation. — Member of the Board of Di- rectors, the Central Bank of the Russian Federation — Chairman of the Board of Directors, Deposit Insur- ance Agency State Corpo- ration — Member of the Superviso- ry Board, Russian National Reinsurance Company
The candidate: — owns no shares of the Bank — has no kinship relations with persons included in the governance bodies of the Bank
10 Information on Candidates to the Supervisory Board of Sberbank
6. Mikhail Kovalchuk (independent director)
Member of the Supervisory Education / academic de- tallography and Photonics Board since 2020. gree / academic position: Federal Scientiic and Re- 1970 Zhdanov Leningrad search Center of the Rus- At present: State University, Physics sian Academy of Sciences — Member of the Supervisory Department — 2013 – present: Profes- Board of Sberbank — 1988 – PhD in Physics and sor of the Nuclear-Physi- — Member of the Audit Com- Mathematics cal Analysis Methods De- mittee — 1998 – Professor partment at St Petersburg — Member of the Technology 2000 Corresponding University (with the as- Committee Member of the Russian signment of duties of the Academy of Sciences Head of Department, with Date of birth: 1946 the assignment of duties Work experience in the last of the Head of the Physics M. Kovalchuk was nominated ive years: Faculty) to the Supervisory Board by a — 2015 – present: President, 2013 present: Head of group of shareholders of the National Research Centre Research of the Nano-, Bank who own over 2 percent (NRC) Kurchatov Institute Bio-, Information and Cog- of votes. 2016 present: Head of nitive Technologies Facul- the Crystallography re- ty of Moscow Institute of search group at the Crys- Physics and Technology
11 Information on Candidates to the Supervisory Board of Sberbank