SBERBANK Information (materials) TO BE SUBMITTED TO PERSONS ENTITLED TO ATTEND THE ANNUAL GENERAL SHAREHOLDERS’ MEETING OF OJSC SBERBANK OF RUSSIA ON 2011 RESULTS MOSCOW 2012 Contents 1. Notice of Meeting 2. The Bank's 2011 Annual Report prepared pursuant to securities laws of the Russian Federation 3. The Bank's 2011 Annual Report prepared pursuant to Directive #2089-U of the Bank of Russia dated 8 October 2008 On the Procedure to Be Followed by Lending Institutions in Preparing an Annual Report: 3.1. An Audit Opinion of ZAO Ernst & Young Vneshaudit on the 2011 Annual Report 3.2. The Statement of Financial Position (disclosure form) 3.3. The Profit and Loss Statement (disclosure form) 3.4. The Cash Flow Statement (disclosure form) 3.5. 3 The Statement of Capital Adequacy, Allowance for Doubtful Loans and Other Assets (disclosure form) 3.6. Details of Mandatory Requirements (disclosure form) 3.7. Explanatory Note 4. The Audit assessment carried out by the Audit Committee of the Bank's Supervisory Board 5. Opinion of the Bank's Audit Committee on the results of financial and business operations in 2011 6. Recommendations of the Bank's Supervisory Board on profit distribution and amount of dividends payable on the Bank's shares for 2011 7. Information about candidate members to the Supervisory Board 8. Information about candidate members to the Audit Committee 9. Draft revised Charter of the Bank 10. Draft resolutions of the Meeting 2 Notice on the Annual General Shareholders’ Meeting of Joint Stock Company Sberbank of Russia Dear shareholders, Joint-Stock Company Sberbank of Russia, located at 19 Vavilova Street, city of Moscow 117997, Russia, hereby advises that the Annual General Shareholders’ Meeting will be held on 1 June 2012 on 2011 results as a meeting (concurrent attendance by shareholders to discuss issues on the Meeting's agenda and make resolutions on issues put to the vote). The list of persons entitled to attend the Meeting has been prepared on the basis of the Share Register as of the close of the trading day on 12 April 2012. The Meeting will be held in the conference hall of OJSC Sberbank of Russia at 19 Vavilova St., Moscow, at 10 a.m. (Moscow time). Agenda of the Meeting: 1. 2. 3. 4. 5. 6. 7. Approval of the Annual Report Approval of the Annual Financial Statement Distribution of profits and payment of dividends for 2011 Approval of the auditor Election of members to the Supervisory Board Election of members to the Audit Committee Payment of compensation to members of the Supervisory Board and the Audit Committee 8. Approval of the draft revised Charter of the Bank Registration of the Meeting attendees will commence at 8 a.m. (Moscow time) on 1 June 2012. Completed ballots can be sent to the following mail address: 19 Vavilova St., Moscow 117997. Completed ballots should be received by 6 p.m. (Moscow time) on 29 May 2012 at the latest. Information (materials) submitted for review to persons entitled to attend the Meeting is available, starting on 28 April 2012, for review at the Bank's location, 19 Vavilova St., Moscow; at territorial banks and branches located in regional and republican centers of constituent entities of the Russian Federation, and at the Bank's website: www.sberbank.ru. Questions related to the Meeting can be asked by telephone: (495) 505-88-91, (495) 505-8889. For registration purposes the attending shareholder should produce a passport or any other personal ID, and a shareholder's representative – a personal ID and documents acknowledging their powers. 3 The Bank's 2011 Annual Report prepared pursuant to securities laws of the Russian Federation 4 Approved by the Supervisory Board of OJSC Sberbank of Russia (Minutes #116 dated 13 April 2012) 2011 Annual Report of OJSC Sberbank of Russia Prepared pursuant to securities laws of the Russian Federation Endorsed by the Audit Committee of OJSC Sberbank of Russia 5 Contents 1. Introduction ............................................................................................................................ 8 2. Position of Sberbank in the Financial Market ........................................................................ 9 Credit ratings ................................................................................................................. 11 3. Income and Expense Analysis ............................................................................................. 12 4. Assets and Liabilities Analysis ............................................................................................ 14 5. Corporate business ............................................................................................................... 15 Lending to Corporate Clients ....................................................................................... 15 Funds Raised from Corporate Clients .......................................................................... 18 Services to Corporate Clients ....................................................................................... 18 6. Retail Business ..................................................................................................................... 20 Lending to Retail Clients .............................................................................................. 20 Funds Raised from Retail Clients ................................................................................. 24 Services to Retail Clients .............................................................................................. 24 Organization of Retail Services and Sales .................................................................... 27 7. Operations in Financial Markets .......................................................................................... 28 Operations in the Money Market, Foreign Exchange Market and Precious Metals Market ............................................................................. 28 Operations in Securities ................................................................................................ 29 8. Risk Management................................................................................................................. 31 Credit Risk .................................................................................................................... 31 Liquidity Risk ................................................................................................................ 33 Market Risk ................................................................................................................... 34 Legal Risk...................................................................................................................... 35 Strategic Risk ................................................................................................................ 36 Operating Risk .............................................................................................................. 36 Risk of Loss of Business Reputation.............................................................................. 37 9. Corporate Governance ......................................................................................................... 38 Organizational structure of the Bank............................................................................ 38 Remuneration for members of the Bank’s management bodies .................................... 51 Major transactions ........................................................................................................ 52 Non arm's-length transactions Share capital ................................................................................................................. 57 Report on payment of declared and accrued dividends ................................................ 58 Code of Corporate Conduct Compliance...................................................................... 59 10. Branch network .................................................................................................................... 61 Branch network in the Russian Federation .................................................................. 61 Development of the bank network and subsidiaries abroad ......................................... 62 11. Human Resources................................................................................................................. 65 12. Operational Bank functions.................................................................................................. 67 13. Selected bank projects .......................................................................................................... 68 14. Energy resources used by the Bank ..................................................................................... 70 6 15. Development prospects ........................................................................................................ 71 7 1. Introduction This Report is a report of the Supervisory Board of OJSC Sberbank of Russia1 on the 2011 results of the Bank's development in priority lines of business. Priority lines of business of the Bank: Corporate business: maintenance of settlement and current accounts, deposits, all types of finance, bank guarantees, support of clients' export and import transactions, collection, cash services, conversion services, money transfers made by retail clients to legal entities, transactions in promissory notes etc. Retail business: banking services provided to retail clients such as deposits, lending, maintenance of bank cards, transactions in precious metals, transactions in deposit certificates and promissory notes, purchase and sale of foreign currencies, money transfers, payments, safe custody of valuables etc. Operations in financial markets: transactions in securities, derivatives, funds placed and raised in the interbank market, funds raised in capital markets, foreign currency transactions etc. In addition to banking transactions, the Bank performs transactions such as granting surety for third parties, acquiring claims from third parties, carrying out trust management of cash, professional activities in the securities market, including broking, dealing and depositary activities. The Report has been prepared pursuant to securities laws of the Russian Federation, including: the applicable version of the Regulation on Additional Requirements to Preparation, Calling and Conduct of the General Shareholders’ Meeting approved by Resolution #17/ps of the Federal Commission for the Securities Market of Russia dated 31 May 2002; the applicable version of the Regulation on Disclosure by Issuers of Issued Securities approved by Order #11-46/pz-n of the Federal Service for Financial Markets dated 4 October 2011. The Report has been prepared on the basis of disclosure reporting forms (Russian Accounting Standards, unconsolidated data) and the Bank's internal forms of statistical reporting. Events that occurred after the reporting date of 1 January 2012 and 1 January 2011 have been accounted for. 1 Hereinafter Sberbank of Russia, Sberbank, the Bank. 8 2. Position of Sberbank in the Financial Market The Russian economy developed in 2011 against the backdrop of ambiguous foreign economic conditions. Global trends in international financial markets were primarily related to low or negative growth rates in developed countries the economy of which is characterized by a significant degree of foreign and domestic debt. In the US, these problems manifested themselves in a slow recovery of the economy in the context of political controversies. Europe suffered from an intensifying debt crisis. As a result, the volatility of the Russian stock and forex markets spiked. In particular, in the second half of the year the ruble depreciated from 28.1 RUB/USD in July to 32.2 RUB/USD by year's end in the context of a worsening financial crisis in the Eurozone. The Russian economy continued its recovery growth. In 2011 GDP was up by 4.3 %. It was mainly boosted by consumer spending and restoration of enterprises' stocks. In general, the 2011 growth was based on domestic demand, both in the consumer and investment segments. Foreign demand fell significantly in conditions of global instability, causing deterioration in export-oriented sectors of the Russian economy. Growth slowed down in the extractive industry; growth in the processing industry failed to regain pre-crisis levels. Real income of the population barely increased in 2011. That said, retail trade turnover grew 7.2 % as a result of realization of deferred demand, growth in consumer lending and a lower rate of savings. This had an impact, among other things, on the dynamics of retail services of Russian banks: The growth rate in deposits of retail clients (21 %) slowed down in the banking sector as compared to previous year (31 %). The deposit growth rate in Sberbank was 18 %, below the average market figure. As a result, the Bank's share in this segment fell from 47.9 % to 46.6 %. Banks were actively developing retail lending. Loans granted to retail clients added more than a third during the year (36 %). In this respect, Sberbank demonstrated growth in this area comparable to the market and managed to maintain its market share at 32 %. Russian banks were actively collaborating with Russian companies and enterprises with 26 % more funds raised from and 27 % more loans granted to them. Sberbank also successfully cooperated with corporate clients, especially in terms of lending, where the Bank managed to enhance its market presence from 31.3 % to 32.9 %. In general, development of the Russian banking system in 2011 was distinctively marked by the fact that lending growth rates were higher than client deposit growth rates. This applied additional pressure on the liquidity of the banking system in the second half of the year. The first half of the year was characterized by excessive bank liquidity. In order to reduce it and dampen down inflationary pressure on the economy, the Bank of Russia starting taking measures in February 2011 intended to tighten monetary and lending policy: banks' reserve requirements were raised three times during the year, the refinancing rate was increased twice, and the deposit rate of the Bank of Russia was increased four times. The interbank market's liquidity sharply fell in Q3 in the context of global instability and difficulty that Russian borrowers faced in raising foreign finance. Interbank interest rates significantly grew with MosPrime rates for overnight loans rising from 2.9 % early that year to 6.5 % in December. The Bank of Russia sharply increased amounts available for REPO transactions, and the Ministry of Finance made deposits in banks in order to maintain low lending rates in the productive sector. Clients' funds remained the main source of funding for Sberbank. Nevertheless, like in the banking system overall, their growth rates lagged behind lending rates. In this respect, Sberbank took measures to raise an additional amount of liquid funds. Sberbank obtained additional ruble liquidity by attracting funds from the Bank of Russia through direct REPO transactions, having 9 the Bank of Russia grant secured loans2 and reducing investments in the Bank of Russia's bonds (their share in the Bank's portfolio decreased by over 430 bn. rubles during the year). Additional liquidity in foreign currency resulted from issuing a bonded debt and obtaining a syndicated loan, and through trade finance operations. Positive sentiment prevailed in Q1 2011 in the Russian stock market. Nevertheless, subsequent events such as an escalating lack of confidence in further growth of the global economy and the continuing crisis of trust in the Eurozone caused global stock markets to plummet twice, in August and September. Ultimately, the MICEX index was 17 % below early 2011 levels by year's end. Sberbank's 3market capitalization also fell from 76.1 to 54.8 bn. US dollars though the Bank remained in the world’s Top 20 banks in terms of market capitalization. The quality of loan portfolios of banks continued improving in 2011. During the year, the share of overdue debt on loans granted to legal entities and retail clients in the banking sector decreased from 5.5% to 4.6%. Sberbank was also particularly focused on the quality of its portfolio. It continued operations as part of business processes launched back in 2010 to recover troubled debt. Systemic collaboration with large, medium, small and micro business on troubled debt helped to reduce legal entities' overdue debt by 33 bn. rubles. Overdue debt of retail clients added 2.3 bn. rubles during the year which, however, is insignificant as compared to the total portfolio worth 1,777 bn. rubles. The fixed-term loan portfolio was growing fast. All measures taken together allowed the Bank to reduce the share of overdue debt on client loans from 5.0 % to 3.4 % and improve the quality of the loan portfolio compared with the aggregate portfolio of the banking system. In 2011 Sberbank restored reserves for a number of loans as part of planned arrangements with troubled assets. As a result, expenses incurred in creating reserves significantly fell by year's end even though the Bank continued creating reserves for new loans. This had a positive impact on the growth of earnings which hit a new record and reached 46.5 % of the total earnings of the country's banking system4. 2 3 4 Regulation # 312-P on the Bank of Russia's Procedure of Granting Loans Secured by Assets or Surety to Lending Institutions dated 12 November 2007 According to FT Global 500 Share in the earnings of the banking system before income tax with no events following the reporting date taken into account. Source – Review of the Banking Sector of the Russian Federation (online version) #113, March 2012 10 Sberbank's share in different segments of the financial market. Assets Equity Loans to corporate clients Loans to retail clients Funds from corporate clients Funds from retail clients Earnings before income tax 2011 26.8% 29.1% 32.9% 32.0% 14.5% 46.6% 46.5% 2010 27.3% 26.4% 31.3% 31.9% 15.9%5 47.9% 39.2% Credit ratings Long-term rating in a foreign currency: Sberbank Russian Federation Rating of international liabilities Loan participation notes issued as part of Sberbank's Financial and Logistic Support program RF Eurobonds 1 January 2012 Fitch Ratings Moody’s 1 January 2011 Fitch Ratings Moody’s BBB BBB Baa1 Baa1 BBB BBB Baa1 Baa1 BBB A3 BBB A3 BBB Baa1 BBB Baa1 On 8 April 2011, Fitch Ratings upgraded Sberbank's individual rating from C/D to C and later, on 25 January 2012, discontinued these ratings for all financial institutions by replacing them with the Sustainability Rating. Sberbank was awarded the Sustainability Rating of bbb. This rating describes the Bank's creditworthiness without external support. Sberbank also ranked: ninth among the safest banks in Central and Eastern Europe published by Global Finance. The rating took long-term credit ratings from Moody’s, Standard & Poor’s and Fitch, and total assets of banks into account. fortieth in the rating of the largest global banks by Tier 1 capital and twenty-third in the rating of most profitable banks of the world by The Banker. 5 The 2010 figure adjusted for changes made in 2011: funds in precious metals excluded 11 3. Income and Expense Analysis Aggregate Profit and Loss Statement6: mln rubles Net interest income Total interest income Total interest expense Change in reserves Net income generated by securities transactions Net income generated by foreign currency transactions Net fee income Other operating income Operating costs Earnings before tax Assessed (paid) taxes Earnings after tax 2011 575,826 837,888 (262,062) 11,240 7,388 9,036 125,576 17,204 (337,368) 408,902 (98,407) 310,495 2010 502,833 796,993 (294,160) (86,869) 16,554 1,592 111,942 14,871 (318,720) 242,203 (68,225) 173,979 Growth, % 14.5% 5.1% (10.9%) (55.4%) 467.5% 12.2% 15.7% 5.9% 68.8% 44.2% 78.5% The Bank increased its net interest income by 14.5 % to 575.8 bn. rubles due to a growth in interest income and a reduction in interest expenses. Interest income7 added 5.1 % with a growth in income generated by client loans and reached 837.9 bn. rubles. The structure of interest income generated: 489.0 bn. rubles – interest income generated by loans to legal entities (a 0.7 % growth in the context of a 34.1 % loan growth); 215.5 bn. rubles – interest income generated by loans to retail clients (a 20.9 % growth in the context of a 36.6 % loan growth); 100.4 bn. rubles – interest income generated by investments in securities; 32.9 bn. rubles – income from the sale of insurance products8, income from previous years, fines, penalties9, income generated by depositing funds in banks. Interest expenses declined by 10.9 %, mainly due to expenses related to funds of retail clients, and amounted to 262.1 bn. rubles, including: 187.5 bn. rubles – interest expenses related to funds from retail clients (a 12.1 % reduction in the total cost of deposits with their total number growing by 17.8 %); 43.1 bn. rubles – interest expenses related to funds from legal entities; 28.3 bn. rubles – interest expenses related to funds raised from other banks; 3.2 bn. rubles – interest expenses related to issued debentures. Net income generated by securities transactions10 fell 55.4% to 7.4 bn. rubles. Largest income was generated by stocks and corporate bonds. 6 7 8 9 10 Hereinafter, figures represented in tables may differ from estimates as a result of rounded data Pursuant to Directive #2332-U of the Bank of Russia On the List, Form and Procedure of Preparation and Submission of Reporting Forms by Lending Institutions to the Central Bank of the Russian Federation dated 12 November 2009, interest income includes loan interest, fee income generated by lending operations, interest income of previous years, fines and penalties Sberbank does not act as the insurer during the sale of insurance products Generated as part of planned arrangements with troubled assets This figure includes net income generated by transactions in securities valued at fair value through a profit or loss and available for sale and kept till redemption (Line 6, Line 7 and Line 8, Form 0409807) 12 Net income on foreign currency transactions11 increased from 1.6 bn. rubles to 9.0 bn. rubles. The difference in income amounts results, to a large degree, from net income on conversion operations that include the financial result for fixed-term transactions (currency SWAP transactions).12 Currency SWAP transactions were made by the Bank to maintain liquidity in different foreign currencies required to conduct business. Net fee income rose 12.2 % to 125.6 bn. rubles. Growth was based on fee income generated by transactions with bank cards, acquiring, bank guarantees, salary projects, cash and settlement operations. Fee income related to budget funds, maintenance of accounts and securities transactions fell. In 2011 the Bank generated income from release of provisions13 in the amount of 11.2 bn. rubles, while in 2010 the Bank's expenses incurred in creating reserves amounted to 86.9 bn. rubles. Dynamics of reserves is based mainly on loan reserves: income from release of provisions in 2011, as part of planned arrangements with troubled assets, amounted to 16.4 bn. rubles as compared to expenses of 80.6 bn. rubles in 2010. The Bank also continued to create reserves for newly issued loans. Operating costs of the Bank grew 5.9 % to 337.4 bn. rubles. Growth of operating costs was mostly affected by a scheduled growth of the cost of maintaining personnel; administrative and business expenses that accompany development of a business; charges transferred to the Fund of Deposits’ Mandatory Insurance and increased as a result of larger deposits. Growth of operating costs was checked by lower expenses in 2011 related to assignment of own claims. In 2011 Sberbank produced a financial result that exceeded results of the previous year: Earnings before tax amounted to 408.9 bn. rubles (in 2010: 242.2 bn. rubles) Earnings after tax amounted to 310.5 bn. rubles (in 2010: bn. rubles). Sberbank's performance indicators in 2011 also improved noticeably: 11 12 13 return on equity was 26.2% (18.4% in 2010). return on assets was 3.4% (2.3% in 2010). This figure includes net income on foreign currency transactions and net income on foreign currency revaluation (Line 9 and Line 10, Form 0409807) Subject to Russian Accounting Standards that applied in 2011, the financial result of currency SWAP transactions was significantly dispersed in time, and net income on conversion operations was affected by the cash side of transactions not closed by the reporting date. Derivatives (including currency SWAP transactions) accounting was modified by Russian legislation, effective as of 1 January 2012. This figure includes the change in the reserves for possible losses on loans, securities and other losses (line 4, line 14, line 15 and line 16 of form 0409807) 13 4. Assets and Liabilities Analysis Aggregate balance sheet: Cash Funds in the RF Central Bank Funds in lending institutions Net investments in securities Net loans receivable Fixed assets, stocks Other assets Total assets 1 January 2012 balance mln rubles share, % 492,881 4.7% 151,197 1.4% 38,444 0.4% 1,580,627 15.2% 7,658,871 73.5% 370,948 3.6% 126,452 1.2% 10,419,419 100.0% 1 January 2011 balance mln rubles share, % 322,303 3.8% 128,925 1.5% 61,888 0.7% 1,851,423 21.7% 5,714,301 67.0% 317,379 3.7% 127,028 1.6% 8,523,247 100.0% change, % 52.9% 17.3% -37.9% -14.6% 34.0% 16.9% -0.5% 22.2% Funds from the RF Central Bank Funds from lending institutions Funds from clients Issued debentures Other liabilities Reserves for other losses Sources of own funds Total liabilities 565,388 477,467 7,877,198 87,223 84,730 26,771 1,300,642 10,419,419 300,000 291,094 6,666,978 111,983 76,992 26,313 1,049,887 8,523,247 88.5% 64.0% 18.2% -22.1% 10.1% 1.7% 23.9% 22.2% 5.4% 4.6% 75.6% 0.8% 0.8% 0.3% 12.5% 100.0% 3.5% 3.4% 78.2% 1.3% 1.0% 0.3% 12.3% 100.0% Assets of the Bank added 22.2% in 2011, or almost 2 trillion rubles to reach 10.4 trillion rubles. Such growth was based on loans to clients14 that added 2 trillion rubles by year's end. The corporate sector was granted more than 5.5 trillion rubles in 2011. The credit portfolio of corporate clients increased by 34.1% during the year to reach 6.4 trillion rubles. Retail clients were given 1.2 trillion rubles during the reporting year. The retail loan portfolio added 36.6% during the year to reach 1.8 trillion rubles. During the year, the portfolio grew steadily in all regions of the country. By year's end, net investments in securities lost 14.6% as a result of redemption of the Bank of Russia's bonds. Customer deposits traditionally remain the main source of funding for the Bank's operations. By year's end, their volume increased by 1.2 trillion rubles or 18.2%, and amounted to 7.9 trillion rubles. Deposits from retail clients exceeded 5.5 trillion rubles, funds from legal entities amounted to 2.2 trillion rubles, client funds on precious metal accounts reached 115 billion rubles. Calculated pursuant to Regulation #215-P of the Bank of Russia, the Bank's capital grew 22.1% in 201115. Net earnings produced by the Bank represent the source of its capital’s growth. Capital adequacy was 15.0% as of 1 January 2012. 14 15 Hereinafter, Loan portfolios of legal entities and retail clients are shown before provisions are made Regulation #215-P on the Methodology of Determination of Own Funds (Capital) of Lending Institutions approved by the Bank of Russia on 10 February 2003 14 5. Corporate business Lending to Corporate Clients In 2011 Sberbank remained the key provider of financial resources to the Russian economy. The Bank accounts for about a third of the entire loan portfolio of the banking system. Playing such a significant role in lending to the economy, the Bank consistently develops this crucial area and increases lending volumes. In 2011 Sberbank granted corporate clients loans totaling over 5.5 trillion rubles. This exceeds last year's figure by 28%. The portfolio of loans to legal entities added 34.1% during the year and reached 6.4 trillion rubles. Over a half of the portfolio is represented by territorial banks operating in all regions of the country. Structure of the Loan Portfolio Traditionally, a large part of loans to corporate clients was granted in rubles, and their share in the loan portfolio was 78.2% as of 1 January 2012. Ruble loans for a term of 1 to 3 years as finance of current operations or refinance of previous liabilities invariably remain in greatest demand. Loans for a term of over 5 years are also in high demand. Structure of the loan portfolio by the credit period % under one year 1-3 years 3-5 years over 5 years Total rubles 1 January 2012 15.7 34.8 15.5 34.0 100.0 1 January 2011 19.8 32.6 20.8 26.8 100.0 rubles 1 January 2012 14.2 14.5 16.1 55.2 100.0 1 January 2011 6.8 14.7 40.1 38.4 100.0 Segmentation in the Corporate Business The Bank is expanding its lending and financial operations for all groups of corporate clients by collaborating both with flagships of Russian business and the segment of micro and small businesses. Priority is given to companies with a positive credit history whose main turnover passes through Sberbank's accounts. Structure of the Bank's loan portfolio by client segments Large corporate clients16 Medium business Small business17 Executive authorities Total 16 17 1 January 2012 balance, bn rubles 3,715 1,751 656 267 6,389 share in the portfolio, % 58.1 27.4 10.3 4.2 100.0 1 January 2011 balance, bn rubles 2,471 1,613 529 153 4,766 share in the portfolio, % 51.9 33.8 11.1 3.2 100.0 Major clients: borrowers/groups of related borrowers exposed to the maximum Loan risk (Standard N6, Instruction #110-I of the Bank of Russia On Reserve Requirements to Banks dated 16 January 2004) Loan portfolio of small businesses based on the classification of Federal Law #209-FZ On the Development of Small and Medium Business in the Russian Federation dated 24 July 2007 15 In 2011 Sberbank allocated a priority program for promotion of business with the large and medium segment companies with annual revenues of 0.4 to 15 bn. rubles. The Bank created an institute of client managers responsible for collaboration with such clients, finalized product and service offerings and introduced upgraded products for overdraft, turnover lending, trade and export finance, cash and settlement services. First steps were made to integrate investment banking products in the process of collaboration with large clients. Sberbank is actively developing the automated Corporate CRM system, the only hi-tech system that involves an automated lending process for largest, large and medium business. Its future releases will include functionality for small and micro business and troubled assets. This project was internationally recognized after it won the Bronze Prize for Project Excellence in Big-Sized Projects during the IPMA Award 2011 International Congress. Sberbank was the only bank that made it to the finals of this prestigious international contest. In addition, the project was recognized for Best use of IT in Wholesale/Transaction Banking by British magazine Banking Technology. Lending to Major Clients In 2011, the portfolio of loans to major corporate clients grew 1.5 times and exceeded 3.7 trillion rubles. Largest amounts of credit resources were granted to the largest corporate clients operating in different sectors of the national economy. Funds were provided to finance current operations, replenish working capital, fund investment programs involving upgrades in manufacture, mergers and acquisitions, restructuring of debt, leasing and for other purposes. Sberbank arranged the issue of bonds to fund construction of a motorway within its partnership effort on a critical infrastructure project of federal magnitude. Operations with Small Businesses Collaboration with small businesses is among top priorities of the Bank's operations. By end of 2011, the portfolio of loans granted to small businesses exceeded 650 bn. rubles and the number of clients topped 100,000. In 2011, the Bank approved the Concept of Development of Small Business to 2014. It defines a comprehensive service package to be provided to companies within this segment, support on each stage of development, the role of the locomotive that the Bank should play in creating small business in Russia and winning a leading position in this market. Relationships with small business clients are pursued in several directions. The loan granting process is shifting to a new technological track. The Loan Factory technology was implemented in all territorial banks to grant unsecured loans to small businesses based on a scoring model of assessment of creditworthiness. Loans are granted within 3 days. Based on this technology, over 48,000 loans were granted in 2011, totaling 32.3 bn. rubles. The Bank started implementing another lending technology aimed at small businesses – the Loan Conveyor. It allows granting loans on flexible terms to all categories of small business borrowers in 5 business days. About 300 loans worth over 1 bn. rubles were granted as part of the first stage. The second direction of promoting relationships with small businesses involves development of new products. Testing of an innovation credit product, Business Start, was launched in 30 largest cities for beginning entrepreneurs who now can obtain finance of up to 70% of the new startup. The first stage involves lending of franchised businesses. Later, there are plans to offer clients over 100 ready-made solutions for them to start a business independently. 16 The Bank designed another credit product, Business Project, offered for expansion and modernization of an existing business and opening of new areas for the borrower's operations. Future revenues to be generated by the funded project are taken into account when estimating the loan amount. In 2012 three territorial banks started testing this product. The third critical direction for operations with small businesses involves changing conditions of existing programs based on market needs. In 2011, the maximum loan amount was increased to 2 mln. rubles under the unsecured loan program, the credit term was extended to 3 years; the credit term was increased to 7 years for agricultural producers planning to procure fixed assets; the borrower's installment for purchases of certain categories of vehicles was decreased from 20% to 10% under the Business Car program. In 2011, a number of projects aiming to expand significantly cooperation with small businesses were developed. The Bank is creating specialized Business Development Centers and moves from simple services offered to small businesses to the sale of services and the development of business itself. The Office Format Overhaul program will allow creating, as early as in 2012, a network of such centers that offer services at each stage of the life cycle of a small business, from testing of entrepreneurial abilities, training, registration of the business to financing, legal and accounting support. The Business Environment program is implemented to support small business: Sberbank's School of Business – training the wider audience which involves testing the entrepreneurial abilities of school graduates and students. For this purpose, a collaboration framework is established with schools and leading Russian colleges and universities. SberStore – offering small businesses online services that help to minimize the cost of supporting processes and solve top-priority business objectives. Trial operation begins in July 2012. Social Network – making sure that business representatives have a trusted space for establishing business contacts, organizing business communities where the Bank acts as regulator and arbiter. Trial operation begins in July 2012. Client Cabinet – a personal channel for interaction between the client and the Bank which allows clients and client managers to exchange news and hold meetings without leaving their workplace. To generate a synergetic effect during implementation of the small business development strategy, the Bank started systematic cooperation with such associations of businesspeople on the federal and regional levels as the Chamber of Commerce and Industry, OPORA ROSSII, the Association of Young Businesspeople and others. OPORA ROSSII, the largest Russian association of small and medium business, became the Bank's strategic partner in 2011. This partnership developed mobile solutions for small businesses – nonstationary platforms and Novator, a mobile center for business development – represented during the 10th International Investment Forum Sochi-2011 and the All-Russian Youth Innovation Forum Seliger-2011. The projects aroused huge interest among representatives of authorities and businesspeople, especially in young circles. Implementation of a long-term project, Young Business for the Olympics, was started. There are plans to set up over 2,000 small companies in tourism and recreation in Sochi by 2014. The Bank will grant loans to businesspeople selected during the tender and starting a business based on well-estimated ready-made business solutions (mini restaurants, mobile consumer service centers, beauty parlors etc.) developed in conjunction with OPORA DRUZHBY. An entrepreneur camp will be created to house educational events and develop new ready-made business solutions. There are plans to popularize Sochi's experience in other regions with a tourist potential such as Baikal, Seliger, and Valdai. 17 Funds Raised from Corporate Clients Raising funds from corporate clients are among the Bank's major business areas. The average daily balance of funds raised from corporate clients in 2011 grew 5.7% to 1,871 bn. rubles. The better part of the year, the Bank maintained a sufficient margin of liquidity and, therefore, was able to pursue a pricing policy for funds raised from legal entities that was conservative, as compared to its competition. As a result, Sberbank's share in the market of legal entities' funds fell from 15.9% to 14.5% during the year. Funds in settlement accounts (54%) and deposits (37%) prevail in the structure of clients' funds. The share of corporate clients' funds invested in the Bank's promissory notes and depositary certificates was 3%. Letter of credit and interest payment liabilities account for the balance of funds. In 2011 the Bank implemented fixed (public) rates for funds raised from corporate clients and invested in fixed-term instruments. Clients are offered an opportunity to enter into a deposit contract or a transaction that raises funds to the minimum balance on Sberbank's website. Services to Corporate Clients Cash Management Services A new product, the Unified Bank Service Agreement, was implemented in 2011. Clients follow a simplified procedure to execute a bank service agreement for a package of banking services (currently – 10 services) without having to enter into separate bilateral agreements. Rules are unified throughout all divisions and available on Sberbank's website. Centralized reissue of bank accounts is now available to major business clients that undergo reorganization and merge with other legal entities. The service helps to reduce significantly the period for reissue of bank accounts of multi-branch companies and boosts client loyalty. Products such as One Balance and Overdraft with a common limit were implemented for multi-branch and holding companies. Individual service offerings include integration with the holding's accounting system through a unified payment gateway allowing the holding to centralize cash management services provided to subsidiaries/affiliates. A centralized system, SberbankCorpor@tion, was implemented as an IT platform for further expansion of the product range for holdings. Large-scale effort was made in 2011 to unify rates for corporate clients. This resulted in unified rates for 90 types of services for legal entities in each constituent entity of the Russian Federation (separate rates were established in a number of units for centers of such entities and major economically developed cities). This significantly improved rate manageability throughout the Bank and had a positive impact on client loyalty. The modern centralized system of remote services, Sberbank Business Online, was replicated during the reporting year. Over 260,000 clients, or 60% of the Bank's corporate clients, joined it by year's end. Services for Foreign Economic Activities and Foreign Currency Controls In 2011 the worth of operations facilitated by the Bank under contracts between residents and non-residents for export/import of goods, performance of work, provision of services and assignment of results of intellectual activity and under commission contracts between residents 18 as part of foreign trade transactions amounted to 153.7 bn. US dollars, or 9.2% above the 2010 figure. The Bank provided services under and prepared transaction passports for 99,000 foreign trade contracts of clients. The number of transaction passports fell by 67,000 as compared to 2010 due to legislative amendments that increased the minimum threshold of the contract price for transactions to be supplied with a transaction passport from 5,000 to 50,000 US dollars. Trade Finance and Documentary Transactions The amount of the Bank's trade finance and documentary business in 2011 reached over 1 trillion rubles allowing Sberbank confidently to occupy the position of leader among Russian banks in this respect. The worth of the Bank's documentary business18 in 2011 was in excess of an equivalent of 900 bn. rubles. The worth of domestic Russian letters of credit was 1.5 times that of the previous year and reached over 37.4 bn. rubles. Within trade finance, over 950 transactions totaling about 176 bn. rubles, or 1.5 times that of the 2010 amount, were made using a variety of instruments. In particular, the Bank made 46 transactions within bilateral agreements with foreign banks to raise funds exceeding an equivalent of 114 bn. rubles. Largest creditors under trade finance transactions included Bank of America Merrill Lynch, Bank of New York Mellon, Citibank, Commerzbank, Mizuho Corporate Bank and The Royal Bank of Scotland. In trade finance Sberbank developed the following types of transactions: post-import finance, finance covered by export credit agencies, related finance, L/C operations, issue of reimbursement liabilities and the grant of guarantees as instructed by Russian banks and banks from CIS countries, and other transactions. The Bank made a landmark transaction in 2011 with Acron Group to establish a total limit for 8 years for transactions of trade finance for procurement of import equipment within the Group's investment program. It was for the first time that the client was offered an end-to-end complex structured product that included practically the entire range of instruments of trade and export finance. Cash Collection Service As of 1 January 2012, 462 cash collection divisions provided services to legal entities, retail clients and commercial banks, and carried out transportation within Sberbank's system. The number of ATMs and other self-service terminals catered for by collectors reached 28,911 units, the number of clients that received collection services – 37,515, the number of clients to whom cash was delivered – 8,039. A total of 22.5 trillion rubles worth of cash and valuables was transported during the reporting year, or 1.2 times that of the 2010 figure. Sberbank's cash collection office continues implementing modern operation methods that involve, in particular, the use of special containers and disposable packages. Cash collection and cash receipt service standards were accepted. Requirements placed on client's items admitted to cash collection were liberalized, and service time was reduced. Production capacity of cash collection units is being increased. 18 The worth of documentary business includes import, export, domestic letters of credit, collection, obtained international guarantees, guarantees against counter guarantees. 19 6. Retail Business In December 2011, Sberbank of Russia was given as many as three Retail Finance Awards by The Retail Finance for achievements in developing the retail finance business in Russia. Sberbank came first in the Breakthrough of the Year nomination, received a bronze award for the Best Retail Bank and a special award for the Best Advertising Campaign. Lending to Retail clients Dynamics of the Loan Portfolio In 2011 the Bank granted retail clients over 4.3 mln. loans totaling 1,230 bn. rubles, or 1.7 times that of the previous year's figure. As a result, the retail loan portfolio added 36.6% and reached 1,777 bn. rubles. Dynamics of the individual loan portfolio* by products: Car Loans Mortgages Consumer Loans** Total * Less assignment contracts ** Including credit cards 1 January 2012 balance, bn. rubles 82.2 762.2 933.0 1,777.3 share, % 4.6 42.9 52.5 100 1 January 2011 balance, bn. rubles 79.5 600.0 621.8 1,301.3 share, % 6.1 46.1 47.8 100 Development of the Product Range New Products Starting in Q1 2011, the Bank has been offering clients a new range of retail credit products. Its introduction implemented a client-oriented basic offer that includes different terms for different client segments. The following client segments have been singled out: employees of the Bank and its subsidiaries; employees of enterprises involved in salary projects; employees of enterprises that have been accredited; retail clients outside the foregoing three categories. If the borrower has a “good” credit history, a discount may apply to the interest rate. The product range was changed overall. In particular, 2 unified credit products were introduced instead of previous personal consumption loans: an Unsecured Consumer Credit and a Consumer Credit secured by an individual's surety. 2 basic programs were introduced for car loans – the purchase of new and used vehicles. Mortgage Lending The Bank started lending to retail clients under the Vneshekonombank's program, “Government-Supported Mortgage” where loans are granted for the purchase of newly built properties. The Construction Savings Bank program was implemented in the territory of the SouthWestern Bank. Its members include the Kuban Center of Government Support to the Population and Development of the Financial Market and retail clients recognized as beneficiaries of social payments. The program is designed to engage low-income retail clients with a lack of funds for credited purchase of properties within standard lending programs in targeted savings for further mortgage lending at a preferential interest rate. About 1,500 Kuban residents became members of the program. 20 Sales of a new residential product, Military Mortgage, for Purchase of Finished Property started in December 2011 at six territorial banks. Loans are granted to servicemen members of the Savings and Mortgage System for Provision of Housing to military personnel. A decision on promoting the product throughout the country will be made after a pilot project in the second half of 2012. Special lending terms were made effective for the most socially meaningful categories – Mortgage Plus Parent Capital. This program gives young families with two or more children an opportunity to use parent capital as their first installment towards a loan, in full or in part. The maximum loan amount was increased under the program for Refinance of Residential Loans granted by other banks. The Bank also allowed the documenting of another property as collateral and surety from retail clients for a period before registration of collateral in favor of the Bank. Special events were held in the reporting year where the Bank granted over 60,000 loans totaling 65 bn. rubles: “the Bull's Eye” promotion started in July 2010 with the following conditions: a rate of 10% p.a., an initial installment of 10%, and a credit period of 10 years. Loans were granted for the purchase of properties that were/had been built by Sberbank's clients using its loan proceeds; the “Take for 8” promotion on such conditions: a ruble rate of 8% p.a., a credit term of up to 8 years, and a credit decision made within 8 days. Car Loans From 2011 it is possible to submit credit applications to Sberbank's automated systems directly from a car showroom. This has improved the quality of service by reducing the time needed to make a credit decision and the printing of loan documents at point of sale. In addition, the Bank: lifted the requirement for a written consent from the borrower's spouse to have the credited car pledged; offered borrowers an opportunity to add the payment for membership in the collective voluntary life and health insurance program to the car loan amount; allowed its clients, from February 2012, to have a loan granted on the basis of two documents. In the reporting year, Sberbank offered car loans at lower rates within a special promotion, “Low Interest for High Speed” that helped overcome the falling trend of the car loan portfolio. About 73,000 loans worth 29 bn. rubles were granted during the promotion. Consumer Loans To develop programs with individual offerings for a specific client, the Bank is implementing a pricing system based on risk levels. The client's reliability and solvency affect the cost of credit – this is the principle applied to the granting of consumer loans. The Bank singled out two new borrower categories in the reporting year, which are offered individual credit terms: the Youth segment – borrowers aged 18-20 with fewer than four months’ work experience. The loan is granted with surety from their parents; borrowers whose pension income is transferred to Sberbank's accounts. The Bank continued liberalizing conditions for consumer loans by: doubling the maximum amount of unsecured consumer loans and consumer loans with 21 surety from retail clients; increasing the borrower's maximum age limit to 65 years for unsecured consumer loans; starting a pilot project to liberalize requirements pertaining to the client's domicile. In 2011, the Bank carried out a federal campaign to boost loan sales to the Bank's existing clients. Individual offers were sent to 30 mln members of salary projects, borrowers with a good credit history, and depositors. Government-Subsidized Educational Loans The Bank continued participating in the Government Support of Educational Loans Experiment. Based on its 2011 experience, the Bank modified the loan program by: simplifying the form of certificate from the university on the borrower's academic progress; adopting a unified approach to using and repaying the loan; optimizing collaboration with universities in terms of provision of details of students' loan requests; revising the procedure and criteria of selection of state-accredited educational establishments; revising criteria of students' good progress. Overall, the educational loan portfolio added 19.5% during the year and reached 377.5 mln. rubles. Lending of the Agro-industrial Complex Sberbank continued actively participating in the implementation of the state program for development of the agro-industrial complex. In 2011, the Bank granted small farmers over 57,000 loans worth 10.1 bn. rubles. The portfolio of such loans increased to 16.0 bn. rubles, and their number in the Bank's portfolio exceeded 160,000. In 2011, to boost its competitive advantage for loans granted to small farms, the Bank: gave borrowers an opportunity to obtain loans worth up to 1 mln. rubles on an annual basis (the total loan payable used to be limited to 1 mln. rubles); extended the term for submission of a report on intended use of loan proceeds from 45 to 90 days; allowed providing the Bank with a simple written power of attorney to deliver documents to authorities that pay out subsidies. Retail Loans for VIP Clients The Premium range of loans granted to significant retail clients was upgraded within the segment of lending to VIP clients. In particular, the Bank introduced a new loan, Premium Corporate, which can be granted without analysis of the borrower's solvency. The surety of a legal entity which is the Bank's client and in which the borrower serves as a top manager or holds a stake is executed as security. 22 Optimization of the Credit Process In 2011, in order to optimize the credit process, the Bank: shortened the period for notifying clients of its decision with SMS messages; simplified the procedure for certification by credit staff of copies of documents submitted by the borrower and the procedure for delivery of credit documentation to borrowers; simplified acknowledgement of client's incomes—a statement can be submitted based on the Bank's own form; allowed borrowers to repay their loans from an account different from the account loan proceeds were transferred to; allowed early repayment of loans in any amount and in any period of loan utilization on the date of the scheduled payment under the loan. In addition, in the territory of Moscow Bank and in OPERU [Operations Department] of Sberbank: automated the transfer of loan proceeds to the account of the client's debit card and to target beneficiaries; implemented a feature for executing additional orders for the debiting of funds towards loan repayment. This decreased the rate of technical overdue debt and the load on divisions dealing with overdue debt; moved lending operations to remote channels. The technology used by the Bank's employees operating at the site of borrowers' employers to formalize consumer loans was also adjusted in the reporting year. As a result, this saves time both for the client (the Bank's office is visited only once) and the Bank (requests are entered into the system directly from the companies' own facilities). Currently, consumer loans, car loans and main housing lending programs are based on the centralized Loan Factory technology, designed to improve performance of lending operations and the quality of service with an invariably high portfolio quality. In 2011, the following results were achieved in the development of this technology: all territorial banks were finally connected to the Loan Factory technology; the average request consideration period fell from 35 hours in 2010 to 29 hours in 2011; requests from clients whose salaries are credited to accounts in Sberbank are considered in 2 hours. One only needs to produce their passport and indicate the salary account number to have a loan granted; lending limit is calculated with a view to estimated income of the borrower; subsidiaries started implementation of a similar lending technology for retail clients. As part of the Loan Factory, 6.4 mln. requests were received in 2011(3.0 mln requests in 2010) and 4 mln. loans worth about 690 bn. rubles were granted (in 2010: 2 mln. loans worth about 290 bn. rubles) or 56% of all loans granted by the Bank to retail clients in 2011. During Innovation in Banking Technology Awards 2011, The Banker recognized the Loan Factory project as highly rated in the Innovation in Risk Management Technology category. The project was also recognized as the largest project submitted to the competition. There are plans to move new products to the Loan Factory technology, including Express Loans, Car Loan Based on 2 Documents, special mortgage lending programs, educational loans, loans to small farmers etc. 23 Funds raised from retail clients Raising private funds and their safekeeping is the basis of the Bank's business; development of mutually beneficial relations with depositors is the key to its success. As of 1 January 2012, Sberbank accounts for 46.6% of all savings kept by retail clients in Russian banks. In 2011, the amount of deposits in Sberbank grew 17.8% to 5,523 bn. rubles. 57% and 43% of the influx of client funds resulted from funds in fixed-term deposits and funds in call deposits, respectively. The share of highest-yield deposits that do not allow adding or withdrawing funds grew in the structure of fixed-term deposits: % No adding or withdrawing Adding allowed Adding and withdrawing allowed Total fixed-term deposits 1 January 2012 46.7 33.1 20.2 100.0 1 January 2011 35.5 41.6 22.9 100.0 A sustainable influx of client funds was facilitated by seasonal promotional deposits such as Summer Offer – High-Yield; Anniversary – 170 Years; Special Offer – Maximum; and Special Offer – Managed. To boost retainability of existing funds and attract new deposits, new deposits were introduced in late 2011 with a higher interest rate. They could only be opened through Sberbank Online: Save Online, Top up Online, and Manage Online. The International deposit was also introduced to attract new clients. It could be opened in British pounds sterling, Swiss francs and Japanese yen. The deposit offers not only a guaranteed interest income, but also an additional income generated by foreign currency fluctuations. In 2011, the balance of funds in unallocated bullion accounts increased by over 40% to an equivalent of 115 bn. rubles. The clients' interest in unallocated bullion accounts rose as a result of a growth in precious metal prices during the first three quarters of the reporting year. In addition, uncertainty in the stock and forex markets caused by economic problems in Europe and the US served as an additional stimulus for retail clients to acquire unallocated bullion accounts in Q3 and Q4. Services to Retail Clients Bank Cards In 2011 Sberbank was actively developing its card business and managed to further break away from its competition. The Bank offers a wide range of products, designed for all client categories, a developed infrastructure that accepts cards throughout the country and competitive rates. thousand Number of valid cards including credit cards Number of ATMs Number of active trade and service outlets, engaged in acquiring services 1 January 2012 68,626 4,327 34.5 137.0 1 January 2011 51,390 1,927 27.9 100.2 bn. rubles Worth of card transactions Turnover in the acquiring trade network 2011 7,706 516 2010 5,042 309 Sberbank has taken the lead in terms of issued cards, not only in Russia, but throughout Europe as well. In addition, in 2011 Sberbank headed the Russian market in terms of credit card debt. 24 In 2011 Sberbank implemented a number of significant projects in its card business by: issuing Russia's first 3D design cards; implementing the technology of virtual card products. Cards have no tangible media and are provided to clients as a bank account. Virtual cards are used by clients for security reasons when making online transactions; launching, within cooperation with American Express, first cards of this payment system – AmEx Black and AmEx Platinum; offering its clients individually designed cards based on the client's drawing or a gallery specially created by the Bank and its partners; offering its clients instant issue debit and credit cards. The technology it has developed allows a card to be issued within 15 minutes, right at the Bank's office; issuing cards with a Moscow Metro transport applet for its salary clients in Moscow. Now Sberbank's clients can use the bank card to enter the Metro. The Thank You From Sberbank loyalty program started from the 170th anniversary of Sberbank. It allows customers to save Thank You bonuses when making payments with the Bank's cards and then exchanging them for discounts in affiliated stores. Sale of Insurance Products In 2011 the Bank continued actively promoting its existing insurance programs and implementing new projects involving the sale of insurance products. During the year: all Bank's branches introduced the Corporate Insurance program for sole proprietors and corporate clients; the technology of voluntary collective life and health insurance was replicated for borrowers under housing loans; clients gained an opportunity, in all offices of the Bank working with retail clients, to buy travel insurance, accident and illness insurance and bank card protection against fraudulent actions. As a result, the Bank offered its clients the maximum range of insurance programs by the end of 2011, all implemented together with partner insurance companies: life and health insurance and accident and illness insurance; insurance of property pledged under loan contracts; insurance for foreign and national travel; bank card protection; savings and investment life insurance. In 2011, bank insurance programs maintained by Sberbank were used by over 2.7 mln. clients, including over 10,000 corporate clients. The voluntary collective life and health insurance program was in highest demand – about 2.1 mln. clients signed up. Purchase of all the Bank’s insurance programs is on a voluntary basis. The client's refusal to join insurance programs offered by the Bank does not entail withdrawal from banking services. In 2011, the Bank implemented a refund technology for situations when clients withdraw from the voluntary collective life and health insurance program. Alongside this, the Bank offers its clients assistance in settling disputed insured events. Sberbank acquired a life insurance company for the purposes of developing banking insurance. The company's primary objective will be to develop savings and investment fund life insurance. In addition to classical insurance products, the Bank offers its retail and corporate clients mandatory pension insurance contracts. By the end of 2011, the Bank executed over 250,000 such contracts. 25 Settlements Acceptance of payments from the public remains the most significant service of the Bank in terms of the volume of operations. Their 2011 volume exceeded 1.8 trillion rubles, with total number of just short of 1 bn. Accepted payments. This growth in payment volumes is encouraged by development of billing technologies, the network of self-service devices and online banking. For example, the share of payments accepted by billing technology was over 74% in the total volume of payments accepted by the Bank. In 2011 the Bank launched the Auto Payment service that allows, when instructed by the client, to debit and transfer funds from their bank card account to mobile communications operators. The user's account is topped-up automatically after the minimum threshold he or she indicates is reached. The number of users of this service exceeded 1.1 mln. people by the end of 2011. Despite fierce competition from commercial banks and specialized companies, the Bank is expanding its presence in the money transfer market. The number of client orders for money transfers performed in 2011 was about 25 mln. with a total value of over 750 bn. rubles. The Bank has been actively developing Blitz international instant money transfers, between divisions of Sberbank of Russia and the branch network of subsidiary banks in Kazakhstan, Ukraine and Belarus. The number of such transfers exceeded 340,000 during the year. Pursuing this area of business since December 2010, Sberbank started providing services of instant international money transfers through one of the largest international transfer systems, MoneyGram. Such transfers were enabled in over 8,200 divisions of the Bank by the end of 2011. The 2011 total number of client orders for MoneyGram transfers was 150,000, with a total value of 119 mln. US dollars. Volumes of bank transfers of the most widespread kind—the transfers of wages, salaries and pensions to individual accounts—also increased: Salary Pensions in the RF Ministry of Public Health and Social Development Pensions of RF enforcement agencies 2011 credited, bn. rubles 4,653.3 1,777.0 285.8 of beneficiaries, mln. people 27.4 18.5 2.1 2010 credited, bn. rubles 3,561.3 1,507.1 235.4 of beneficiaries, mln. people 23.9 17.1 2.1 Other Banking Services Sberbank maintains a program called Coins of the World – Through Sberbank of Russia. In the reporting year, it sold over 1.2 mln. precious metal coins, 22% more than in 2010. In 2011, the Bank: started selling Russian commemorative coins, dedicated to the Olympic Games under an agreement with the Bank of Russia; as a leading operator of the global coin market, took part in implementation of the first intergovernmental program of Russia and Spain, involving the issue of a joint series of coins dedicated to cooperation between these two countries. The 2011 volume of purchase and sale of foreign currency cash was the equivalent of 15.6 bn. US dollars, 16% more than in 2010. Operations of buying and selling foreign currency cash are made by 9,064 divisions of the Bank. The number of the Bank's divisions that offer the rent of individual safe deposit boxes increased by 4.5% during the year to 1,090. They include 18 automated vaults of clients' valuables with self-service, round-the-clock access to safe deposit boxes. The number of safe deposit boxes grew by 4.3% to 241,000. 26 Sberbank is a payment agent of a number of non-profit charities involved in the provision of grants and royalties to retail clients. About 600,000 US dollars were paid out under two contracts with charitable foundations in 2011. In 2011 the Bank started selling lottery tickets in support of the Sochi-2014 Olympic and Paralympic Winter Games under a contract with OOO Sportloto. Tickets worth 1.2 bn. rubles were sold during the year, with prizes worth 0.5 bn. rubles paid out. Organization of Retail Services and Sales The Bank continued developing a fully functional telephone contact center to offer its clients round-the-clock services by telephone and multi-media channels throughout Russia. In 2011, four sites of the contact center, in Moscow, Voronezh, Yekaterinburg and Saint-Petersburg were joined by a new site in Volgograd. The total number of jobs at all sites of the contact center rose from 833 to 1,760. The need for the contact center’s services is confirmed by the growing number of calls received on a daily basis, from 57,000 in 2010 to 132,000 in the reporting year. Despite such a rapid growth in the number of calls, the contact center's performance remains high: two thirds of incoming calls are answered by the center's staff within 40 seconds. The Bank has been actively developing remote channels for selling banking products. In 2011, the share of transactions in remote channels increased from 57% to 71%. In 2011, the Bank: significantly expanded the network of self-service devices, by increasing the number of ATMs from 28,000 to 34,500, and payment terminals from 16,400 to 21,500; increasing the number of active users of the Mobile Bank by a factor of 3.8, to 5.3 mln. people, and of Sberbank Online – by a factor of 3.4, to 2.4 mln. clients. Sberbank has set aside a separate line of business – operations with wealthy clients. Its employees offer such clients individual end-to-end banking services and financial consultations on a high professional level. By the end of 2011, the Bank provided services to VIP clients in 98 cities in 143 offices, including 15 offices under the new sub-brand of SBERBANK1. These offices not only provide a better level of service and additional confidentiality during business negotiations, but also offer a wide range of modern banking products and services. They include Visa Infinite and American Express Platinum/Black premium cards with the Concierge Service and the loyalty program, special deposits and loans, trust management, broking services, mutual funds, combined products, investment and insurance products, life insurance products. As of 1 January 2012, Sberbank had over 31,000 VIP clients and funds raised from them amounted to over 320 bn. rubles. Key aspects of Sberbank's 2011 operations included improving the quality of service to retail clients and shortening lines in the Bank's offices. To this end, the Bank created a service quality management system within service training programs developed within it for different staff categories and regular comprehensive assessments of the quality of service. A single system of handling client requests was created that includes information support of clients at the Bank's website, in social networks and on banking forums. These initiatives helped to enhance the quality index of the service that takes into account personnel performance, exterior and interior of the division and speed of service, from 78% to 86%. In addition, lines became much shorter: the share of clients that have to wait in line for over 15 minutes19 fell from 41% to 13% in the year. 19 Data gathered in divisions equipped with the Line Management System 27 7. Operations in Financial Markets In the first half of 2011, the situation with foreign currency liquidity remained stable. Sberbank placed Eurobonds worth 1 bn. US dollars in the second half of the year to increase long-term liabilities in the structure of its foreign currency liabilities and attracted a syndicated loan of 1.2 bn. US dollars. Coupled with an influx of client funds in foreign currencies, this was instrumental in reducing funds raised in a foreign currency through direct REPO transactions by almost 1.4 bn. US dollars. Excess liquidity in a foreign currency was placed by Sberbank mainly in deposits in leading western banks and used late that year for SWAP transactions to maintain its ruble liquidity. An excess ruble liquidity with a falling trend was maintained during the better part of 2011. Sberbank was actively involved in inter-dealer reverse REPO transactions and interbank lending transactions to place the surplus of ruble liquidity. In Q4, ruble liquidity significantly fell, mainly because of the granting of loans. In this regard, Sberbank raised funds on the interbank market, made SWAP transactions and raised funds within direct REPO transactions with the Bank of Russia. Operations in the Money Market, Foreign Exchange Market and Precious Metals Market During 2011, Sberbank preserved the position of one of the principal operators in the market of interbank lending and the domestic forex market. Conversion operations in the interbank and stock markets reached 33.3 trillion rubles, deposit transactions (interbank lending and intra-system redistribution of resources) – 72.7 trillion rubles. The amount of conversion and deposit transactions in the currencies of the CIS and countries from further afield was over 20 bn. rubles. The Bank's main effort in furthering conversion and deposit transactions in 2011 was aimed at securing a more effective collaboration with the largest corporate clients and improving the quality of service. During the year in question, the number of transactions individually arranged with corporate clients increased from 100 to 300 a month, and the average monthly volume of conversion transactions arranged with clients went up from 1.5 bn. US dollars to 2 bn. US dollars. In terms of furthering its operations with derivatives, the Bank was largely focused on developing the client and trading infrastructure, actively promoting its range of derivative products for corporate clients. A standard English-law ISDA agreement was developed for transactions with corporate clients, a framework Russian-law ISDA agreement was developed, and mechanisms were designed for securing derivative transactions – pledge of shares and surety contract. In addition, the Bank was actively promoting a new range of products such as interest derivatives and structural deposits developed the year before. As a result, the volume of derivative transactions with clients reached 7 bn. US dollars in 2011, including: transactions in forwards, options and structural deposits – 1.4 bn US dollars; currency and interest rate SWAP transactions – 2.3 bn. US dollars; interest rate SWAP transactions – 3.3 bn. US dollars. Based on expert estimates, Sberbank's share in the derivative market grew from 1–2% to 10% over the year. The market of transactions in foreign currency cash was very active in 2011 because of the high volatility of currency rates. As a consequence, Sberbank's volume of note operations grew 1.5 times as compared to 2010 and reached 18 bn. US dollars. Sberbank's share in the import/export of foreign currency cash increased from 22.4% to 36.7%. 28 Transactions of sale and purchase of precious metals in the foreign market, less SWAP transactions, grew 1.2 times to 7.6 bn. US dollars. SWAP volumes fell from 4.9 to 2.6 bn. US dollars because of a lack of need for raising US dollars in this manner throughout the better part of the year. Operations in Securities Operations with the Bank's Securities Portfolio By the end of the year, the Bank's net investments in securities fell 14.6% to 1,581 bn. rubles after redemption of bonds of the Bank of Russia worth 433 bn. rubles to zero. This gave Sberbank additional ruble liquidity. Such securities used to be purchased as part of free liquidity management effort. As a result, the share of the Bank of Russia's bonds and government-issued securities in the portfolio fell from 64% to 49%. At the same time, the Bank purchased other securities, focusing on those given in the Pawn List of the Bank of Russia. This created good conditions for Sberbank to obtain, subsequently, refinancing from the Bank of Russia. The share of corporate bonds rose most noticeably in the Bank's portfolio: from 19% to 29%. To boost its securities portfolio diversification, the Bank further practiced entering new segments of the debt market – Eurobonds of sovereign borrowers of CIS countries (including ruble-denominated bonds of the Republic of Belarus), Eurobonds of corporate issuers from CIS countries, and sovereign bonds of developing countries (Turkey, Brazil). In 2011, ruble bonds of Citigroup Funding Inc. and Barclays Bank plc appeared in the Bank’s securities portfolio. As of the end of 2011, Sberbank is an unconditional leader among Russian bond market players in terms of its own portfolio and among the leaders in terms of the volume of operations. Sberbank received the 2011 REPO Market Dealer Award for its significant contribution to the development of the stock market from the National Stock Exchange Association, the leading professional organization of members of the Russian securities market. Broking Services Sberbank is successfully developing broking services. During the year, its client base grew 12%; the number of online trading clients rose from 12,000 to 28,300. Starting in Q1, the Bank provided broking services in the OTC market: clients are allowed to trade in foreign securities such as shares, bonds, Eurobonds, depositary receipts and foreign exchange traded funds. In Q2, it started offering broking services in the RTSС-FORTS derivatives market. Transactions in futures for shares, foreign currencies, the MosPrime rate and the RTS index became available to clients. In October-November Sberbank of Russia won first place in the FORTS brokers rating in terms of the number ofnew clients. In Q3, the Bank implemented the main broking services project of the year – a service allowing clients to make unsecured transactions in shares listed in MICEX (marginal trading). During September, this service was proliferated to over 670 sales outlets throughout the country which execute broking contracts involving online trading. Handling of clients' telephone requests was centralized in a specialized Trade Desk service in order to improve the quality of broking services. This enabled consultations on technical issues of online trading clients connected to Focus IV online and QUIK systems. The range of broking products created by the end of 2011 helps the Bank compete with the largest brokers. The average monthly volume of broking transactions, less REPO, was about 55 bn. Rubles, 1.5 times more than in the previous year. The share of online clients' transactions grew from 52% to 81%. 29 In December 2011, Sberbank was given the Breakthrough of the Year award for Outstanding Achievement in the Development of a Civilized Market of Qualified Investors in Russia. It recognizes popularization of the qualified investor concept and provision of genuine content for the status. The Award is organized by IMAC, a company that operates in legal, financial and investment consulting for players on the Russian financial markets. Underwriting Services Underwriting services were provided by the Bank in 2011 as part of the integration of Troika Dialog in Sberbank's structure. By the end of 2011, Sberbank and Troika Dialog placed/participated in the placement of 65 issues of bonds of third-party issuers worth almost 200 bn. rubles at par value. As a result, the share of Sberbank and Troika Dialog reached 20% in the total volume of placed ruble bonds. Based on investment bank ratings published by Cbonds, in 2011 Sberbank, together with Troika Dialog, came 1st in the rating of “market issue” organizers in the Russian bond market. Depositary Services Sberbank's depositary retained its position as the largest banking depositary in the Russian market by increasing the number of depot accounts by 3.5% to almost 250,000. The market value of client assets held in the depot account added 24% to exceed 2 trillion rubles. In 2011, the Depositary functioned as a sub-custodian by safe-keeping the underlying asset for issue and redemption of depositary receipts issued by JP Morgan Chase Bank N.A. for shares of a number of the largest Russian issuers. A program of ADRs for OAO Rostelecom shares was admitted. The Depositary started providing services in the program of depositary receipts issued by The Bank of New York Mellon for common shares of Sberbank of Russia. As of 1 January 2012, 11.7% of the entire volume of common shares of OJSC Sberbank of Russia was converted into American Depositary Receipts. Sberbank's Depositary supported programs of Russian Depositary Receipts for UC RUSAL shares: issue/redemption of depositary receipts and organization of the collection of votes for the Russian market during the shareholders' meetings of UC RUSAL. The Bank, in conjunction with JP Morgan, completed the transition of the program of issue/redemption of depositary receipts for OJSC OC Rosneft shares from JP Morgan Chase Bank N.A. to JP Morgan AG (Germany). Seven territorial banks and Moscow launched remote services for retail clients involving a number of depositary transactions. The rating of the international magazine, Global Custodian, based on clients' assessments of the quality of services, awarded Sberbank's Depositary the Domestic Commended status in 2011 as a depositary recommended for clients in the market of the Russian Federation. Mutual Funds In 2011, the volume of transactions involving admission of requests for the purchase of mutual funds (MF) reached 2.3 bn. rubles, exceeding the 2010 figure by a factor of 7. The rapid growth in MF transaction volumes came as a result of operations commenced in late 2010 by Sberbank Management Company LLC. Its total share of amounts invested in MFs is 80%. Another reason was an increase in the number of agency outlets accepting such requests. 30 8. Risk Management This section includes the description of main risk factors related to Sberbank's activities and methods of managing them. Credit Risk Credit Risk Management A credit risk means the risk of possible financial losses arising when borrowers fail to perform, in full or in part, or unduly perform their obligations to the Bank related to supply of funds or other financial assets. The credit risk is a type of risk most significant for the Bank so it is particularly focused on managing it and monitoring the quality of the loan portfolio. Sberbank applies the following main credit risk management methods: risk prevention by identifying, analyzing and assessing potential risks at a stage preceding transactions exposed to the credit risk; restriction of the credit risk by establishing limits and/or limitations; monitoring and control of the degree of credit risk; creation of adequate reserves and relevant structuring of transactions in order to minimize the credit risk. Management of the Credit Risk of Legal Entities In 2011, the Bank maintained a procedure for a mandatory independent expert examination of credit risks followed before a decision was made to grant a loan to medium and large business borrowers and largest clients. By using the existing system of formalized assessment of the credit risk the Bank can correctly assess the expected degree of the credit risk made up of the client risk (likelihood of a default) and the transaction risk (losses in the event of a default). As part of this system, the Bank approved: the method for assessing the likelihood of a default of its contracting parties This method is based on tools of economic and mathematical modeling, an end-to-end approach that secures statistical and expert assessment of the probability of different outcomes and the size of potential losses based on different security. In addition, the method involves improvement of the model based on gathered statistical data on actual defaults given changing macroeconomic conditions in the productive sector of the Russian and global economies. the model of assessment of losses in the event of a default This model is based on statistical and expert information on possible outcomes of realization of the credit risk, including events related to: repayment of overdue debt with funds of the contracting party and third parties, sale of collateral; write-off of overdue debt, reissue of credit and other contractual liabilities that were subject to a default into other financial instruments. 31 Management of the Credit Risk of Small Businesses In 2011, the Bank continued improving the risk management system for loans granted to sole proprietors and small businesses. In order to identify risk types and assign ratings, clients are divided into two segments: micro business which involves retail tools of risk assessments and small business which requires creation of risk assessments tools fully integrated in the risk management system for medium and large corporate clients. The Bank uses two unified centralized technologies of lending of small business: Loan Factory – the product approach is followed during risk assessment: the scoring grade is calculated, risk is assessed, the credit price and limit are calculated when the client files a loan request, a rating is assigned to the transaction. Starting in 2011, all territorial banks have been processing two types of unsecured loans through the Loan Factory. There are plans to expand this list in 2012 by including secured loans such as Express Auto and Express Asset. Loan Conveyor is a technology that involves assignment of a long-term rating to a client/group of related parties based on an adapted corporate model of risk assessments that takes into account peculiar features of this client category, builds a limit management system, a decision-making authority system. 2011 saw the completion of the first stage of implementation of the Loan Conveyor technology in two territorial banks. Testing of this technology involved a unified approach to assessment of collateral and assessment of legal risks, optimization of the credit process, reduction of transaction review times, centralized independent expert examination of risks that included verification of client data, assessment of the credit history and the borrower's business reputation. 347 loans worth 1.3 bn. rubles were granted during the first stage. In there are plans to carry out gradual automation and replication of the Loan Conveyor technology throughout Sberbank's network. Management of the Credit Risk of Retail clients For the purposes of retail loans risk control, the Bank continuously monitors the quality of its loan portfolio by subdivisions and main credit products. To this end, Sberbank has been using the Loan Factory lending technology since 2008. Implementation of this risk management system throughout all territorial banks allows to control risks at all lending stages, maintain a good quality of the portfolio and gradually reduce service times to borrowers. Starting in 2011, the Loan Factory has been using the pricing technology based on a client's individual risk levels. Handling of Troubled Debt The Bank is increasing repayment rates of troubled assets by modernizing its existing business processes and implementing new ones for different client segments. As part of its efforts aimed at legal entities, the business process for an early-stage handling of new problem situations has been introduced and is in place. This helped to improve the figures of transition of debt overdue for 30 to 60 days to the 90 plus days category. This transition rate was 70% in 2010 and 50% in 2011. Outcomes of the handling of troubled assets of legal entities in 2011: troubled assets recovered in cash amounted to 120.5 bn. rubles; overdue interest, fines, penalties, forfeits worth 25.7 bn. rubles repaid; loans worth 79.8 bn. rubles transitioned from the troubled category to untroubled loans; allowance worth 148.5 bn. rubles for possible losses under loans among troubled assets restored. A high repayment rate secured by bankruptcy procedures at 55% significantly facilitated reduction in troubled assets. 32 Special effort is made to control recovery of overdue debt on loans to retail clients at an early stage. For this purpose, the Bank implemented Tallyman, an automated system. The system follows a client approach, supports a centralized algorithm of debt collection, includes a set of debtor treatment strategies that make allowances for client risks, likelihood of repayment, economic reasonability of debt collection measures, criteria for forwarding the client to higher stages of collection. In addition, the system optimizes distribution of e-mail, SMS messages, letters, wires, automatic voice notices given to debtors regarding overdue liabilities. This system is integrated with the automated calling system which significantly reduces overdue loan handling times. In addition, there is a new opportunity to get relevant data on debt at the same time the call is put through to the operator. Quality of the Loan Portfolio By using its methods and procedures for credit risk management, the Bank managed to improve the quality of its loan portfolio. The volume of overdue debt lost more than 30 bn. rubles over the year, while the specific weight of overdue debt in the total loan portfolio of clients fell from 5.0% to 3.4%. Comparison of risks realized by Sberbank and the banking system in 2011: 1 January 2012 1 January 2011 Banking Banking % Sberbank sector* Sberbank sector* Total share of overdue debt in the loan portfolio 3.4 4.6 5.0 5.5 in the loan portfolio of legal entities 3.6 4.5 5.5 5.1 in the loan portfolio of retail clients 2.7 5.2 3.5 6.9 * According to The Review of the Banking Sector of the Russian Federation (online version) #113, March 2012 Loan Concentration The Bank pays special attention to controlling the concentration of credit risks and meeting prudential requirements of the Bank of Russia. The Bank has implemented the procedure of daily monitoring of major credit risks and forecasting of how requirements established by the Bank of requirement are met – N6 (maximum risk amount per one borrower or a group of related borrowers) and N7 (maximum amount of major credit risks). The level of concentration of major credit risks is estimated by the Bank as acceptable. Loans to ten largest borrowers (groups of related borrowers) constituted, at the end of, 16.6% of the loan portfolio20 (15.2% the year before). The Bank's largest borrowers included representatives of different sectors of the economy. Liquidity Risk The liquidity risk management is based on the classification of the Bank's assets and liabilities given actual repayment terms which may be significantly different from contractual repayment terms for some instruments and on the assumption that all possible outflows of funds should be covered by expected proceeds in all time intervals. Analysis of liquidity gaps for different periods is the main liquidity risk management tool. For liquidity risk management purposes, the Bank singles out the risk of liquidity requirements and the risk of physical liquidity. 20 During calculation of this figure, the loan portfolio includes loans to banks, loans receivable from legal entities and retail clients less assignment contracts; the amount of liabilities of largest borrowers does not include banking groups and the Bank's affiliates 33 The liquidity requirements risk involves possible problems related to the meeting of liquidity requirements set by the Bank of banking (N2, N3 and N4). The Bank prepares a weekly forecast of liquidity requirements and monitors how they are met taking into account not only regulatory limitations but also even more stringent internal limits. Throughout 2011, liquidity requirements established by the Bank of Russia were met by the Bank with a significant reserve: Compliance with liquidity requirements Liquidity requirements N2 N3 N4 Limit established by the Bank of Russia Critical value of Sberbank Figure as of the reporting date, % 1 January 2012 1 January 2011 over 15% over 50% under 120% 15% 55% 110% 50.8 72.9 87.3 80.6 103.0 78.0 The physical liquidity risk involves problems related to a lack of any currency for the Bank to cover its liabilities. Tools for the physical liquidity risk management in the short term include a payment flow forecasting model and control of available liquidity reserves of the Bank. Direct REPO transactions with foreign banks and the Bank of Russia serve as main reserves for managing operating liquidity. Medium and long-term liquidity is managed by Sberbank on the basis of funding plans developed every quarter. Main tools for medium- and long-term funding include trade finance transactions, issue of bonds and syndicated loans. Liquidity Management in 2011 In 2011 the loan portfolio growth was faster than the influx of client funds. In order to maintain its rubble liquidity, the Bank reduced investments in low-yield liquid instruments (reduction in investments in the Bank of Russia's bonds worth over 430 bn. rubles) and raised funds from the Bank of Russia through direct REPO transactions and secured deposits. To fund operations in a foreign currency, the Bank furthered trade finance transactions and reached out to international capital markets by placing bonded debt of 1 bn. US dollars for 10 years and obtaining a syndicated loan totaling 1.2 bn. US dollars for 3 years in US dollars and Euros. Market Risk The Bank singles out the following market risk categories: The interest risk on balance sheet assets and liabilities sensitive to interest rates – the risk of a rise/fall in interest income and expenses caused by a yield curve changed as a result of a gap in repayment (interest rate revision) dates for funds the Bank raised and placed; The market risk for positions which includes: The interest risk for the debt securities portfolio – the risk caused by an adverse change in market rates; The stock exchange risk – the risk caused by an adverse change in stock prices; The currency risk – the risk caused by an adverse change in foreign currency rates and precious metal prices. To evaluate its market risk, the Bank utilizes the following methods: The interest risk for non-trade positions is assessed through gap analysis by redistributing assets and liabilities with fixed interest rates based on contractual repayment dates, assets and liabilities with floating interest rates – based on interest rate revision dates. The gap is calculated separately for Russian rubles and foreign currencies. This involves appraisal of the impact that a 100 basis point rise or fall of the interest rate has on net earnings. 34 The market risk for trade positions (the interest risk of the debt securities portfolio, stock exchange and foreign currency risks) is assessed by the Bank following the VaR method. It helps to estimate the maximum volume of expected financial losses for a specific period of time at a preset level of confidence probability. The Bank evaluates VaR by using the historical modeling method with a 99% confidence probability in the horizon of 10 days. As part of daily monitoring of the level of market risks assumed by the Bank on trade positions, it also analyzes positions exposed to the risk and assesses their vulnerability to changes in market indicators. Details of the size of the market risk in 2011: Risk size (mln. rubles) Type of risk Interest risk of non-trade positions Market risk on trade positions on the debt securities portfolio stock market risk foreign currency risk investment diversification effect 1 January 2012 Risk size (% of capital) 1 January 2011 average for period 10,272 4,079 28,924 46,621 26,066 26,066 40,074 9,872 1,793 9,439 1,910 8,808 4,802 maximum for period 1 January 2012 1 January 2011 average for period 0.7% 0.3% 46,506 1.9% 3.8% 1.8% 22,009 39,799 1.7% 3.2% 1.5% 9,309 1,782 10,724 2,304 0.,7% 0.1% 0.8% 0.2% 0.7% 0.1% 0.6% 0.4% The significant decrease in the size of risk on trade positions in debt securities in 2011 results mainly from the VaR calculation method applied by the Bank. The calculation involves data for only the past 500 trading days so the substantial negative changes in market indicators for Q1 2009 no longer affected the VaR calculation result. In addition, the risk level was influenced by the debt securities portfolio reduced through redemption of the Bank of Russia's bonds. The interest risk on non-trade positions grew in 2011 because of a significant increase in the gap in rubles and dollars at certain time intervals. In order to limit the size of the market risk, the following limits and restrictions are established for operations in assets and liabilities: Interest risk of non-trade positions: maximum interest rates for raising and placing funds of legal entities, limitations on the volume of long-term lending – the highest-risk instrument for placing funds; Market risk on trade positions: limits on the size of investments and open positions, duration limits, sensitivity limits, loss limits etc. Legal Risk The Bank has approved and has in place an internal regulation on collaboration between the Bank's subdivisions and Legal Department to rule out the risk of unconformity of the Bank's internal documents to provisions of new federal laws, laws of administrative units of the Russian Federation, other regulations and law-enforcement practice. To follow the Bank of Russia's recommendations on bank risk assessment and the Basel Agreement, in 2011 the Bank took measures to build the system for integrated management of risks (including the legal risk) of the Group of OJSC Sberbank of Russia. As of 1 January 2012 there were claims pending against the Bank and filed by retail clients for 129.4 bn. rubles. Following examination of similar claims in 2011, the Bank expects courts to make an award in favor of the Bank and the Bank will make no payments under them. 35 Strategic Risk For Sberbank as the largest universal lending institution of the country, strategic risks are closely related to the adequate assessment of prospects of development of the Russian economy and accurate projections of the dynamics of corporate and individual needs for financial services. The Bank's development strategy approved by Sberbank's Supervisory Board in October 2008 was designed in the context of a rapidly changing situation in financial markets and the economy in general. Its developers had an important goal of striking a balance between solutions required by the short-term market conditions and long-term objectives pursued by the Bank. The strategy defines main mechanisms of implementation of this objective that require changing the Bank's internal operating arrangements, increasing staff performance, modifying approaches to client services, boosting employee professionalism and interest in the outcomes of their effort. The primary result that was achieved through implementation of the Strategy was an improved quality of client service, faster modernization of key banking processes and technologies, an implemented incentive system oriented on achieving growth targets. Development within the growth paradigm established by the Strategy allowed the Bank to avoid realization of risks related to a rapid outflow of liabilities in 2009, the period of an active crisis phase. However, the loan portfolio structure diversified by sectors and borrowers helped to maintain the share of overdue debt at a level which was significantly better than market figures. Risks related to integration and development of subsidiaries in the territory of the Russian Federation and overseas, risks of an adverse change in laws and regulations that determine activities of lending institutions are also very relevant to Sberbank. Sberbank carefully analyzes each transaction for setting up or acquiring companies and banks both in Russia and abroad. Comprehensive assessment of such projects covers the maximum possible scenarios and only then a positive or negative decision is made. Even though negative consequences of stricter rules and requirements to operations of lending institutions that might be introduced on the national and supra-national level will affect primarily medium and small banks, Sberbank also takes into account the risk of tighter regulations in its activity, is involved in interdepartmental commissions on improvement of banking laws. To secure sustainable development on the context of a volatile external environment, Sberbank regularly monitors all strategic projects it is carrying out. In the event of significant changes in external or internal factors affecting operations within a certain project, urgent relevant adjustments are made in its progress. The Bank regularly reports on the status of the Strategy's implementation to the Supervisory Board and the Annual General Shareholders’ Meeting of Sberbank, holds special sessions that may be attended by members of the Supervisory Board and leading global specialists in economy and finance on bringing targets of strategic development up to date. Operating Risk The operating risk is managed to prevent and reduce losses caused by imperfections in internal processes, failures and errors in the operation of IT system, personnel's actions and the impact of external factors. In the reporting year, Sberbank held an open tender for a software platform for the operating risk management system. As a result, it selected SAS OpRisk Management, a platform used by leading global financial institutions. The Bank started a strategic project for automation of the operating risk management system and commenced implementation effort. 36 In order to increase responsibility of subdivisions on issues of managing the operating risk, special focus was put on the institute of risk coordinators – the link on issues of collaboration between risk subdivisions and the Bank's subdivisions in the course of operating risk management. The Bank continuously carried out a risk audit of key processes and then implemented new technologies to reduce operating risk levels: to lower the risk of fraud by external parties and the Bank's staff when accessing a client's accounts; to differentiate features allowing operations in automated systems which reduced the risk of unauthorized transactions carried out by one person; to centralize the granting of privileges of access to automated systems. The Bank's top-priority processes for optimization in 2012 include those exposed to a high level of operating risk, including cash management for corporate clients, unallocated bullion accounts, broking services, bank wires, bank card accounts, execution and support of the universal bank service agreement etc. As of 1 January 2012, the ratio of expenses related to realization of an operating risk to Sberbank's earnings was 1.2% or much lower than in largest Russian banks. The average figure based on the profit and loss statement of ten largest banks by working assets was, on 1 January 2011, 4.2%. Risk of Loss of Business Reputation Several groups of indicators of the Bank's financial condition are used to detect and assess factors affecting the risk of loss of business reputation. These include comparison against aggregate indicators for the Russian banking sector, the Bank's compliance with legislative requirements to financial monitoring, changes in business reputation of its affiliates, subsidiaries and related organizations, the Bank's international rating etc. Assessment of factors affecting the risk of loss of Sberbank's business reputation made as of 1 January 2012 warrants a conclusion that the Bank's reputation risk is at an acceptable level. 37 9. Corporate Governance Organizational structure of the Bank General Shareholders’ Meeting Audit Commission Supervisory Board Management Board, CEO, Chairman of the Management Board Supervisory Board committees Management Board committees Bank Collegium Headquarters’ units, regional banks, and foreign branches General Shareholders’ Meeting The General Shareholders’ Meeting is the supreme management body of the Bank. The General Shareholders’ Meeting is empowered to adopt resolutions on the main issues pertaining to the Bank’s operations. The list of issues within the competence of the General Shareholders’ Meeting is established by Federal Law No. 208-FZ On Joint Stock Companies dated 26 December 199521 and the Bank’s Charter. On 3 June 2011, the annual General Shareholders’ Meeting was held which approved the annual report of the Bank for 2010, compiled in compliance with the requirements of the Federal Commission for the Securities Market (FCSM) and the annual report of the Bank, compiled in compliance with the requirements of the Bank of Russia. The meeting also adopted resolutions on profit distribution and dividend payment for 2010, approved the auditor for 2011, elected members of the Supervisory Board and the Audit Commission, elected the President, Chairman of the Bank’s Management Board, approved the amended Charter of the Bank, and passed resolutions on payment of remuneration to the members of the Supervisory Board and the Audit Commission. Supervisory Board In compliance with the Charter, the Supervisory Board is in charge of general management of the Bank's operations. The following is within the competence of the Supervisory Board: setting priority areas of the Bank’s activity; establishing the collegiate executive body of the Bank. i.e. the Management Board; convening and holding general shareholders’ meetings; making recommendations on the size of dividends and dividend payment procedure; hearing, on a regular basis, the reports of the CEO, Chairman of the Bank’s Management Board, on the Bank’s financial performance and fulfillment of priority tasks, and other issues. 21 Hereinafter, the Federal Law On Joint Stock Companies 38 Eight meetings of the Supervisory Board were held in 2011. The following issues were addressed at the meetings: convening and holding the annual General Shareholders’ Meeting; the annual report of the Bank for 2010; profit distribution and recommendations on the size of dividends; the Bank’s auditor for 2011; approval of the revised dividend policy; activities of subsidiary banks and establishment of branches and representative offices in foreign states; progress in Sberbank’s Development Strategy and Program until 2014; integration with Troika Dialog; improving the risk management system; progress in corporate business development projects; small business lending; interim results of the Bank’s operations; audit findings of the Internal Control Department; approval of non arm’s-length transactions, and other issues. Members of the Supervisory Board elected on 3 June 2011 1 Ignatiev Sergei Mikhailovich 2 Luntovsky Georgy Ivanovich 3 Ulyukaev Aleksei Valentinovich 4 Ivanova Nadezhda Yurievna 5 Popova Anna Vladislavovna 6 Savatyugin Alexei Lvovich 7 Tkachenko Valery Viktorovich 8 Shvetsov Sergei Anatolievich Members of the Supervisory Board elected on 4 June 2010 1 Ignatiev Sergei Mikhailovich 2 Luntovsky Georgy Ivanovich 3 Ulyukaev Aleksei Valentinovich 4 Belousov Andrei Removich 5 Dvorkovich Arkady Vladimirovich 6 Ivanova Nadezhda Yurievna 7 Kudrin Aleksei Leonidovich 8 Nabiullina Elvira Sakhipzadovna 9 Savatyugin Alexei Lvovich 10 Tkachenko Valery Viktorovich 11 Shor Konstantin Borisovich 12 Shvetsov Sergei Anatolievich Sberbank managers 13 Gref Herman Oskarovich 14 Zlatkis Bella Ilyinichna 9 10 Gref Herman Oskarovich Zlatkis Bella Ilyinichna 11 12 13 14 15 16 17 Independent/outside directors Guriev Sergei Maratovich 15 Guriev Sergei Maratovich Dmitriev Mikhail Egonovich 16 Kelimbetov Kayrat Nematovich Matovnikov Mikhail Yurievich 17 Mau Vladimir Aleksandrovich Mau Vladimir Aleksandrovich Simonyan Rair Rairovich Sinelnicov-Murylev Sergei Germanovich Profumo Alessandro Information on the members of the Supervisory Board as of 1 January 2012: IGNATIEV SERGEI MIKHAILOVICH Chairman of the Supervisory Board, Sberbank of Russia OJSC Mr. Ignatiev was born in 1948. In 1975, he graduated from Lomonosov Moscow State University. PhD in Economics. Associate Professor. Since 2002, Mr. Ignatiev has been Chairman of the Central Bank of the Russian Federation. No share in the Bank’s charter capital/ordinary shares. No transactions with shares in 2011. 39 LUNTOVSKY GEORGY IVANOVICH Deputy Chairman of the Supervisory Board, Sberbank of Russia OJSC, Chairman of the HR and Remuneration Committee Mr. Luntovsky was born in 1950. In 1978, he graduated from the All-Union Distance-Learning Institute of Finance and Economics; in 1997, from the Academy of National Economy under the Government of the Russian Federation. PhD in Economics. Since 2005, Mr. Luntovsky has been First Deputy Chairman, Central Bank of Russia. No share in the Bank’s charter capital/ordinary shares. No transactions with shares in 2011. ULYUKAEV ALEKSEI VALENTINOVICH Deputy Chairman of the Supervisory Board, Sberbank of Russia OJSC, Chairman of the Strategic Planning Committee Mr. Ulyukaev was born in 1956. In 1979, he graduated from Lomonosov Moscow State University. PhD in Economics. Professor. Since 2004, Mr. Ulyukaev has been First Deputy Chairman, Central Bank of Russia. No share in the Bank’s charter capital/ordinary shares. No transactions with shares in 2011. GREF HERMAN OSKAROVICH Member of the Supervisory Board, Sberbank of Russia OJSC, member of the Strategic Planning Committee Mr. Gref was born in 1964. In 1990, he graduated from Omsk State University. PhD in Economics. In 2000, he was appointed Minister for Economic Development and Trade of Russia. Since 2007, Mr. Gref has been CEO and Chairman of the Management Board, Sberbank of Russia OJSC. Share in the Bank’s charter capital: 0.0031%. Holds 0.003% of the Bank’s ordinary shares. Information about transactions with the Bank’s shares in 2011: Date 09.02.2011 04.05.2011 04.08.2011 09.08.2011 11.08.2011 18.08.2011 19.08.2011 25.08.2011 04.10.2011 Transaction information Acquisition of ordinary and preferred shares Acquisition of ordinary shares Acquisition of ordinary shares Acquisition of ordinary shares Acquisition of ordinary shares Acquisition of ordinary shares Acquisition of ordinary shares Acquisition of ordinary shares Acquisition of ordinary shares Share in the charter capital before change, % Ordinary shares before change, % Share in the charter capital after change, % Ordinary shares after change, % 0.0006 0.0007 0.001 0.0009 0.001 0.0016 0.0021 0.0023 0.0024 0.0025 0.0025 0.0029 0.0009 0.0014 0.0019 0.0021 0.0023 0.0023 0.0024 0.0028 0.0016 0.0021 0.0023 0.0024 0.0025 0.0025 0.0029 0.0031 0.0014 0.0019 0.0021 0.0023 0.0023 0.0024 0.0028 0.003 40 GURIEV SERGEI MARATOVICH Independent member of the Supervisory Board, Sberbank of Russia OJSC, member of the Strategic Planning Committee Mr. Guriev was born in 1971. In 1993, he graduated from the Moscow Physics and Technology Institute. PhD in Physical and Mathematical Sciences. PhD in Economics. Since 2004, Mr. Guriev has been Rector of Non-State Educational Establishment Russian Economic School. No share in the Bank’s charter capital/ordinary shares. No transactions with shares in 2011. DMITRIEV MIKHAIL EGONOVICH Independent member of the Supervisory Board, Sberbank of Russia OJSC, member of the Strategic Planning Committee Mr. Dmitriev was born in 1961. In 1983, he graduated from Voznesensky Institute of Finance and Economics in Leningrad. PhD in Economics. Since 2005, he has been President of the Center for Strategic Research Foundation. No share in the Bank’s charter capital/ordinary shares. No transactions with shares in 2011. ZLATKIS BELLA ILYINICHNA Member of the Supervisory Board, Sberbank of Russia OJSC Mrs. Zlatkis was born in 1948. In 1970, she graduated from the Moscow Financial Institute. PhD in Economics. Since 2004, Mrs. Zlatkis has been Deputy Chairman of the Management Board, Sberbank of Russia OJSC. Share in the Bank’s charter capital: 0.0004%. Holds 0.0005% of the Bank’s ordinary shares. No transactions with shares in 2011. IVANOVA NADEZHDA YURIEVNA Member of the Supervisory Board, Sberbank of Russia OJSC, member of the Audit Committee Mrs. Ivanova was born in 1953. In 1975, she graduated from the Moscow Financial Institute. Since 1995, Mrs. Ivanova has been Director of General Economic Department, Central Bank of the Russian Federation. She has no stake in the Bank’s charter capital/ordinary shares. No transactions with shares in 2011. MATOVNIKOV MIKHAIL YURIEVICH Independent member of the Supervisory Board, Sberbank of Russia OJSC, member of the Strategic Planning Committee Mr. Matovnikov was born in 1975. In 1997, he graduated from St. Petersburg State University of Economics and Finance; in 2009, from Harvard Business School (USA). PhD in Economics. Since 2005, he has been CEO of Interfax Center for Economic Analysis. No share in the Bank’s charter capital/ordinary shares. No transactions with shares in 2011. 41 MAU VLADIMIR ALEKSANDROVICH Independent member of the Supervisory Board, Sberbank of Russia OJSC, Chairman of the Audit Committee, member of the Human Resources and Remuneration Committee Mr. Mau was born in 1959. In 1981, he graduated from Plekhanov Russian Academy of Economics; in 1999, from Pierre-Mendès-France University (Grenoble, France). PhD in Economics. Professor. Since 2002, he has been Rector of State Educational Institution Academy of National Economy under the Government of the Russian Federation (since 2010, the Russian Presidential Academy of National Economy and Public Administration). No share in the Bank’s charter capital/ordinary shares. No transactions with shares in 2011. POPOVA ANNA VLADISLAVOVNA Member of the Supervisory Board, Sberbank of Russia OJSC, member of the Strategic Planning Committee Mrs. Popova was born in 1964. In 1986, she graduated from Voznesensky Institute of Finance and Economics in Leningrad. In 2004, she was appointed Director of Corporate Governance Department, Ministry of Economic Development and Trade of the Russian Federation. In 2007, she was appointed State Secretary – Deputy Minister of Economic Development and Trade of the Russian Federation (since 2008, the Ministry of Economic Development of the Russian Federation). Since 2010, Mrs. Popova has been Deputy Chief of Staff of the Government of the Russian Federation. She has no stake in the Bank’s charter capital/ordinary shares. No transactions with shares in 2011. PROFUMO ALESSANDRO Member of the Supervisory Board, Sberbank of Russia OJSC, member of the Strategic Planning Committee Mr. Profumo was born in 1957. In 1987, he graduated from Bocconi University (Italy). In 1997 – 2010, he served as CEO of UniCredit Group. No share in the Bank’s charter capital/ordinary shares. No transactions with shares in 2011. SAVATYUGIN ALEXEI LVOVICH Member of the Supervisory Board, Sberbank of Russia OJSC, member of the Strategic Planning Committee Mr. Savatyugin was born in 1970. In 1992, he graduated from St. Petersburg State University. In 2004, he was appointed Director of Financial Policy Department, Ministry of Finance of the Russian Federation. Since 2010, Mr. Savatyugin has been Deputy Minister of Finance of the Russian Federation. No share in the Bank’s charter capital/ordinary shares. No transactions with shares in 2011. 42 SIMONYAN RAIR RAIROVICH Independent member of the Supervisory Board, Sberbank of Russia OJSC, member of the Audit Committee Mr. Simonyan was born in 1947. In 1970, he graduated from the Moscow State Institute of International Relations under the USSR Ministry of Foreign Affairs. In 2005, he was appointed Chairman of Morgan Stanley Bank LLC. Since 2009, Mr. Simonyan has been Chairman of the Board of Directors / Regional Coordinator, Morgan Stanley Bank LLC. No share in the Bank’s charter capital/ordinary shares. No transactions with shares in 2011. SINELNICOV-MURYLEV SERGEI GERMANOVICH Independent member of the Supervisory Board, Sberbank of Russia OJSC, member of the Audit Committee, member of the Human Resources and Remuneration Committee Mr. Sinelnicov-Murylev was born in 1960. In 1982, he graduated from Lomonosov Moscow State University. PhD in Economics. Professor. Since 2007, Mr. Sinelnicov-Murylev has been Rector of the Russian Foreign Trade Academy of the Ministry of Economic Development of the Russian Federation. No share in the Bank’s charter capital/ordinary shares. No transactions with shares in 2011. TKACHENKO VALERY VIKTOROVICH Member of the Supervisory Board, Sberbank of Russia OJSC, member of the Audit Committee Mr. Tkachenko was born in 1955. In 1981, he graduated from Bauman Moscow Higher Technical School; in 1996, from the All-Union Distance-Learning Institute of Finance. PhD in Economics. Honored Economist of the Russian Federation. Since 2003, Mr. Tkachenko has been Chief Auditor of the Central Bank of the Russian Federation. No share in the Bank’s charter capital/ordinary shares. No transactions with shares in 2011. SHVETSOV SERGEI ANATOLIEVICH Member of the Supervisory Board, Sberbank of Russia OJSC Mr. Shvetsov was born in 1970. In 1993, he graduated from Lomonosov Moscow State University. In 2001, he was appointed Director of the Financial Market Operations Department, Central Bank of the Russian Federation. Since 2011, Mr. Shvetsov has been Deputy Chairman of the Central Bank of the Russian Federation. No share in the Bank’s charter capital/ordinary shares. No transactions with shares in 2011. Supervisory Board committees Committees of the Bank’s Supervisory Board are bodies formed for preliminary review of the most critical issues within the competence of the Supervisory Board and preparation of recommendations on such issues. Committees are formed annually from among the members of the Supervisory Board. Independent directors are included in each Committee. Committees facilitate day-to-day communication with the Bank’s management bodies. Resolutions adopted by Committees are of an advisory nature. The Audit Committee is responsible for preliminary evaluation of the Bank’s auditor candidates, review of the auditor’s and the Audit Commission’s reports, evaluation of the Bank’s internal control performance, and preliminary review of the annual financial statements of the 43 Bank. Members of the Committee as of 1 January 2012: Vladimir Mau (Committee Chairman). Committee members: Nadezhda Ivanova, Valery Tkachenko, Rair Simonyan, Sergei SinelnicovMurylev. The Human Resources and Remuneration Committee encourages involvement of top professionals in management of the Bank’s operations and incentives required for their successful work. Members of the Committee as of 1 January 2012: Georgy Luntovsky (Committee Chairman). Committee members: Sergei Guriev, Vladimir Mau, Sergei SinelnicovMurylev. The Strategic Planning Committee is responsible for preliminary review of issues related to strategic management of the Bank’s operations to improve its performance in the long term. Members of the Committee as of 1 January 2012: Aleksei Ulyukaev (Committee Chairman). Committee members: Herman Gref, Mikhail Dmitriev, Anna Popova, Alessandro Profumo, Alexei Savatyugin, Mikhail Matovnikov. Management Board The Bank’s day-to-day operations are managed by the CEO and Chairman of the Bank’s Management Board, and the Management Board of the Bank. The Management Board is a collective executive management body. The Management Board is responsible for preliminary discussion of all issues subject to review by a general shareholders’ meeting and the Supervisory Board of the Bank; the Bank’s risk management policy; review of reports from heads of departments of the Bank’s Headquarters and heads of regional banks on the results of their activity; introduction of the most advanced banking technology into the Bank’s practices; creation of up-to-date banking infrastructure; formation of collective operating bodies; approval of internal documents governing the Bank’s current operations, including those defining the Bank’s policy in various areas; review of issues related to the acquisition of companies and foreign banks, as well as other issues related to the Bank's operations. In 2011, in addition to the issues subject to approval by the General Shareholders’ Meeting, the following issues were reviewed at meetings of the Bank’s Management Board: advisability of entry to the investment banking market and acquisition of the business of Troika Dialog Group; acquisition of a controlling interest in Volksbank International AG; changes to the remuneration system; structural reformatting; participation in charity events; management concept related to subsidiaries and affiliates; depositary receipt program; functional optimization program for supporting divisions; fundraising on international capital markets; integrated risk management based on the Basel Accord principles; approval of non arm’s-length transactions, etc. As of 1 January 2012, the Bank’s Management Board consisted of 13 managers. In 2011, Andrei Golikov and Evgeny Korolev left the Bank’s Management Board. In June 2011, Igor Artamonov was introduced into the Bank’s Management Board. Members of the Bank’s Management Board as of 1 January 2012: 1 2 3 4 5 6 7 8 9 10 11 12 13 Gref Herman Oskarovich Artamonov Igor Georgievich Gorkov Sergey Nikolaevich Donskih Andrey Mikhailovich Zlatkis Bella Ilyinichna Karamzin Anton Aleksandrovich Kuznetsov Stanislav Konstantinovich Torbakhov Aleksander Yurievich Bugrov Denis Andreevich Kanovich Olga Nikolaevna Orlovskiy Victor Mikhailovich Bazarov Aleksander Vladimirovich Morozov Aleksander Vladimirovich CEO, Chairman of the Board Deputy Chairman of the Management Board Deputy Chairman of the Management Board Deputy Chairman of the Management Board Deputy Chairman of the Management Board Deputy Chairman of the Management Board Deputy Chairman of the Management Board Deputy Chairman of the Management Board Senior Vice President Senior Vice President Senior Vice President Vice President – Director of the Corporate Clients Department Vice-President – Director of Financial Department 44 Information on the members of the Management Board as of 1 January 2012 can be found below: GREF HERMAN OSKAROVICH Member of the Supervisory Board, Sberbank of Russia OJSC, member of the Strategic Planning Committee, CEO, Chairman of the Management Board, Sberbank of Russia OJSC Mr. Gref was born in 1964. In 1990, he graduated from Omsk State University. PhD in Economics. In 2000, he was appointed Minister for Economic Development and Trade of the Russian Federation. Since 2007, Mr. Gref has been CEO and Chairman of the Management Board, Sberbank of Russia OJSC. Share in the Bank’s charter capital: 0.0031 %. Holds 0.003 % of the Bank’s ordinary shares. Information about transactions with the Bank’s shares in 2011: Date 09.02.2011 04.05.2011 04.08.2011 09.08.2011 11.08.2011 18.08.2011 19.08.2011 25.08.2011 04.10.2011 Transaction information Acquisition of ordinary and preferred shares Acquisition of ordinary shares Acquisition of ordinary shares Acquisition of ordinary shares Acquisition of ordinary shares Acquisition of ordinary shares Acquisition of ordinary shares Acquisition of ordinary shares Acquisition of ordinary shares Share in the charter capital before change, % 0.0006 Ordinary shares before change, % 0.0007 Share in the charter capital after change, % 0.001 Ordinary shares after change, % 0.0009 0.001 0.0016 0.0021 0.0023 0.0024 0.0025 0.0025 0.0029 0.0009 0.0014 0.0019 0.0021 0.0023 0.0023 0.0024 0.0028 0.0016 0.0021 0.0023 0.0024 0.0025 0.0025 0.0029 0.0031 0.0014 0.0019 0.0021 0.0023 0.0023 0.0024 0.0028 0.003 ARTAMONOV IGOR GEORGIEVICH Deputy Chairman of the Management Board, Sberbank of Russia OJSC Mr. Artamonov was born in 1967. In 1990, he graduated from Plekhanov Institute of National Economy in Moscow; in 1999, the Academy of National Economy under the Government of the Russian Federation; in 2007, State University – Higher School of Economics. In 2004, he was appointed Deputy Chairman of the North Caucasus Bank, Sberbank of Russia OJSC. In 2007, he was appointed Chairman of the West-Siberian Bank, Sberbank of Russia OJSC. Since 2011, Mr. Artamonov has been Deputy Chairman of the Management Board, Sberbank of Russia OJSC. Share in the Bank’s charter capital: 0.00027%. Holds 0.00029% of the Bank’s ordinary shares. Information about transactions with the Bank’s shares in 2011: Date 04.10.2011 28.12.2011 Transaction information Acquisition of ordinary shares Acquisition of ordinary shares Share in the charter capital before change, % 0 0.00022 Ordinary shares before change, % 0 0.00023 Share in the charter capital after change, % 0.00022 0.00027 Ordinary shares after change, % 0.00023 0.00029 45 GORKOV SERGEY NIKOLAEVICH Deputy Chairman of the Management Board, Sberbank of Russia OJSC Mr. Gorkov was born in 1968. In 1994, he graduated from the Academy of the Federal Security Service of the Russian Federation; in 2002, Plekhanov Russian Academy of Economics. In 2008, he was appointed Director of the HR Policy Department, Sberbank of Russia OJSC. Since 2010, Mr. Gorkov has been Deputy Chairman of the Management Board, Sberbank of Russia OJSC. No share in the Bank’s charter capital/ordinary shares. No transactions with shares in 2011. DONSKIH ANDREY MIKHAILOVICH Deputy Chairman of the Management Board, Sberbank of Russia OJSC Mr. Donskih was born in 1967. In 1988, he graduated from Plekhanov Institute of National Economy. From 2004, he was Chief Executive Officer, Deputy Chairman, and Chairman of OAO Bank Uralsib. In 2009, he was appointed Chief Executive Officer of OAO Financial Corporation Uralsib. Since 2010, Mr. Donskih has been Deputy Chairman of the Management Board, Sberbank of Russia OJSC. Share in the Bank’s charter capital: 0.0012%. Holds 0.0013% of the Bank’s ordinary shares. Information about transactions with the Bank’s shares in 2011: Date 21.01.2011 19.08.2011 25.08.2011 Transaction information Acquisition of ordinary shares Acquisition of ordinary shares Acquisition of ordinary shares Share in the charter capital before change, % 0.0002 0.0007 0.0012 Ordinary shares before change, % 0.0002 0.0007 0.0012 Share in the charter capital after change, % 0.0007 0.0012 0.0012 Ordinary shares after change, % 0.0007 0.0012 0.0013 ZLATKIS BELLA ILYINICHNA Member of the Supervisory Board, Sberbank of Russia OJSC, Deputy Chairman of the Management Board, Sberbank of Russia OJSC Mrs. Zlatkis was born in 1948. In 1970, she graduated from the Moscow Financial Institute. PhD in Economics. Since 2004, Mrs. Zlatkis has been Deputy Chairman of the Management Board, Sberbank of Russia OJSC. Share in the Bank’s charter capital: 0.0004%. Holds 0.0005% of the Bank’s ordinary shares. Information about transactions with the Bank’s shares in 2011: no transactions. KARAMZIN ANTON ALEKSANDROVICH Deputy Chairman of the Management Board, Sberbank of Russia OJSC Mr. Karamzin was born in 1969. In 1993, he graduated from the Finance Academy under the Government of the Russian Federation. From 2005, he was Chief Accountant, head of the Financial Department, and Executive Director of the Debt Capital Market Department, Morgan Stanley Bank LLC. Since 2008, Mr. Karamzin has been Deputy Chairman of the Management Board, Sberbank of Russia OJSC. Share in the Bank’s charter capital: 0.003%. Holds 0.003% of the Bank’s ordinary shares. 46 Date 27.01.2011 Transaction information Acquisition of ordinary shares Share in the charter capital before change, % 0.001 Ordinary shares before change, % 0.002 Share in the charter capital after change, % 0.003 Ordinary shares after change, % 0.003 KUZNETSOV STANISLAV KONSTANTINOVICH Deputy Chairman of the Management Board, Sberbank of Russia OJSC Mr. Kuznetsov was born in 1962. In 1984, he graduated from the Red Banner Military Institute; in 2002, from the Law Institute of the Ministry of Internal Affairs of the Russian Federation. PhD in Law. From 2002, he was head of the Administrative Department and Director of the General Affairs Department at the Ministry of Economic Development and Trade of the Russian Federation. In 2007, he was appointed Deputy Minister for Economic Development and Trade of the Russian Federation. In 2008, he was appointed Senior Vice President, Sberbank of Russia OJSC. Since 2010, Mr. Kuznetsov has been Deputy Chairman of the Management Board, Sberbank of Russia OJSC. No share in the Bank’s charter capital/ordinary shares. No transactions with shares in 2011. TORBAKHOV ALEKSANDER YURIEVICH Deputy Chairman of the Management Board, Sberbank of Russia OJSC Mr. Torbakhov was born in 1971. In 1994, he graduated from the Ordzhonikidze Moscow Aviation Institute; in 1997, the Moscow State Institute of International Relations (University); in 2003 – 2005, he completed an MBA program in the University of Chicago Graduate School of Business. In 2005, he was appointed Vice President, Unit Head – Vice President of Rosgosstrakh Holding Company LLC. In 2008, he was appointed Chief Executive Officer of Rosgosstrakh-Zhizn Insurance Company LLC. In 2009, he was appointed Chief Executive Officer of OAO Vimpel-Communications. In September 2010, he was appointed Advisor to President, Sberbank of Russia OJSC. Since October 2010, Mr. Torbakhov has been Deputy Chairman of the Management Board, Sberbank of Russia OJSC. No share in the Bank’s charter capital/ordinary shares. No transactions with shares in 2011. BUGROV DENIS ANDREEVICH Member of the Management Board, Sberbank of Russia OJSC, Senior Vice President Mr. Bugrov was born in 1974. In 1995, he graduated from the London School of Economics and Political Science; in 1997, the Moscow State Institute of International Relations (University); in 2000, the European Institute of Business Administration. In 2004, he became partner at the Moscow Representative Office of McKinsey & Company, Inc. Russia. Since 2008, Mr. Bugrov has been Senior Vice President, Sberbank of Russia OJSC. No share in the Bank’s charter capital/ordinary shares. Information about transactions with the Bank’s shares in 2011: Date 10.08.2011 26.10.2011 Transaction information Acquisition of ordinary shares Sale of ordinary shares Share in the charter capital before change, % 0 0.0001 Ordinary shares before change, % 0 0.0001 Share in the charter capital after change, % 0.0001 0 Ordinary shares after change, % 0.0001 0 47 KANOVICH OLGA NIKOLAEVNA Member of the Management Board, Sberbank of Russia OJSC, Senior Vice President Mrs. Kanovich was born in 1971. In 1993, she graduated from Plekhanov Russian Academy of Economics. In 2005, she was appointed member of the Board and Director of the Operations Department in VTB24 ZAO. Since 2008, Mrs. Kanovich has been Senior Vice President, Sberbank of Russia OJSC. Holds no share in the Bank’s charter capital/ordinary shares. No transactions with shares in 2011. ORLOVSKIY VICTOR MIKHAILOVICH Member of the Management Board, Sberbank of Russia OJSC, Senior Vice President Mr. Orlovskiy was born in 1974. In 1996, he graduated from the Tashkent Electrotechnical Institute of Communication; in 2001, the Moscow State University of Economics, Statistics and Informatics. In 2004, he was appointed Director for Products and Operations Development and Support, Retail Business Unit, OAO Alfa-Bank. In 2006, he was appointed Deputy Director of OOO IBM Eastern Europe/Asia. Since 2008, Mr. Orlovskiy has been Senior Vice President, Sberbank of Russia OJSC. Share in the Bank’s charter capital: 0.0007%. Holds 0.0008% of the Bank’s ordinary shares. Information about transactions with the Bank’s shares in 2011: Date 15.03.2011 Transaction information Acquisition of ordinary shares Share in the charter capital before change, % 0 Ordinary shares before change, % 0 Share in the charter capital after change, % 0.0007 Ordinary shares after change, % 0.0008 BAZAROV ALEKSANDER VLADIMIROVICH Member of the Management Board, Sberbank of Russia OJSC, Vice President – Director of the Corporate Clients Department Mr. Bazarov was born in 1962. In 1984, he graduated from Kiev State University. PhD in Economics. From 2004, he was Managing Director and Head of Customer Relations for CIS countries at Deutsche Bank AG, London, Kiev. In 2008, he was appointed Director of the Corporate Clients Department, Sberbank of Russia OJSC. Since 2009, he has been Vice President – Director of the Corporate Clients Department, Sberbank of Russia OJSC. Share in the Bank’s charter capital: 0.0022%. Holds 0.0023% of the Bank’s ordinary shares. Information about transactions with the Bank’s shares in 2011: Date 06.10.2011 Transaction information Acquisition of ordinary shares Share in the charter capital before change, % 0 Ordinary shares before change, % 0 Share in the charter capital after change, % 0.0022 Ordinary shares after change, % 0.0023 48 MOROZOV ALEKSANDER VLADIMIROVICH Member of the Management Board, Sberbank of Russia OJSC, Vice President – Director of Financial Department Mr. Morozov was born in 1969. In 1995, he graduated from Lomonosov Moscow State University. In 2005, he was appointed Head of Treasury at ZAO International Moscow Bank. From 2006, he was General Manager and Head of Treasury at ZAO International Moscow Bank. In 2007, he was appointed Executive Vice President and Chief Financial Officer at KB Renaissance Capital (OOO). In 2008, he was appointed Director of the Financial Department, Sberbank of Russia OJSC. Since 2009, Mr. Morozov has been Vice President – Director of Finance, Sberbank of Russia OJSC. Share in the Bank’s charter capital: 0.0014%. Holds 0.0009% of the Bank’s ordinary shares. Information about transactions with the Bank’s shares in 2011: Date 21.01.2011 Transaction information Acquisition of ordinary and preferred shares Share in the charter capital before change, % Ordinary shares before change, % Share in the charter capital after change, % Ordinary shares after change, % 0.0004 0.0003 0.0014 0.0009 Management Board committees To enhance efficiency and for business development, there are a number of collective bodies (committees) operating in the Bank and which are accountable to the Management Board of Sberbank of Russia. The primary objectives of such committees are to address issues and implement a single coordinated policy in various areas of the Bank’s operations. Corporate Business Committee Loans and Investments Committee Bad Assets Committee Retail Business Committee Retail Lending Committee Asset and Liability Management Committee Development Strategy Implementation Committee Process and Technology Committee HR Management Committee Subsidiaries and Affiliates Management Committee Conflict of Interest Resolution Committee Takes decisions on key issues related to corporate business Takes decisions on the largest loans and issues related to such loans Takes decisions on key issues related to loan repayment management and on writing off bad debts Takes decisions on key issues related to retail business Takes decisions related to lending to retail clients Takes decisions related to asset and liability management, liquidity and market risk management Takes decisions on key issues related to implementation of the Bank’s Development Strategy Takes decisions on issues related to technology development, manages the portfolio of IT projects, approves banking process models Takes decisions related to human resources management, reviews organizational structures and staff lists for the Headquarters Takes decisions on key issues related to implementation of the Development Strategy with regard to the Bank’s subsidiaries and affiliates Takes decisions on key issues related to resolution and settlement of conflicts of interest that appear at the Bank’s level Bank Collegium The Bank Collegium, a permanent collective operating body, has been functioning in the Bank since 2008. The Collegium comprises members of the Bank’s Management Board and heads of regional and subsidiary banks. This collective body is a forum for active discussion of all strategic issues related to the Bank’s development and search for the best solutions that take into account the regional aspects of the Bank’s operations. 49 In 2011, the Collegium held 3 meetings where it reviewed and passed resolutions on key areas such as reformatting the Bank’s branch office network, launching a new retail business model, defining approaches to performance and headcount management, and transforming the Bank’s corporate culture. Audit Commission The Audit Commission is elected by the annual General Shareholders’ Meeting to control the Bank’s financial and economic activities. The Audit Commission checks whether the Bank complies with legal and other acts governing its activities and reviews organization of the Bank’s internal control and legality of current transactions. The Audit Commission evaluates reliability of data included in the Bank’s annual report and the annual accounting statements. Members of the Audit Commission of Sberbank of Russia OJSC elected by shareholders on 3 June 2011: 1 Volkov Vladimir Mikhailovich 2 Zinina Lyudmila Anatolyevna 3 Polyakova Olga Vasilyevna 4 Dolzhnikov Maksim Leonidovich 5 Kondratenko Dmitry Nikolaevich 6 Minenko Aleksei Evgenyevich 7 Isakhanova Yulia Yurievna Deputy Director, Accounting and Reporting Department – Head of the Department for Accounting Principles, and Development and Support of the Procedural Basis for Financial Reporting pursuant to International Standards, Central Bank of the Russian Federation Deputy Head, Audit Department, Moscow Main Territorial Administration, Central Bank of the Russian Federation Director, Internal Audit Department, Central Bank of the Russian Federation Deputy Director, Internal Control, Revisions and Audit Department, Sberbank of Russia OJSC Deputy Director, Risk Department, Sberbank of Russia OJSC Deputy Chief Accountant – Deputy Director, Accounting and Reporting Division, Sberbank of Russia OJSC Head, Financial Control Division, Finance Department, Sberbank of Russia OJSC Committee for Interaction with Minority Shareholders The Committee for Interaction with Minority Shareholders has been functioning in Sberbank since 2008 in order to maintain efficient relations with shareholders and improve corporate governance. The Committee holds regular meetings on topics of most interest to shareholders in Moscow and the regions. Offsite meetings of the Committee are held as videoconferences. This is a unique approach to relations with regional minority shareholders, which allows the Bank to cover the largest possible shareholder audience and get it involved in a meeting of the Bank’s top managers. In 2011, the Committee held its offsite meetings in Krasnoyarsk, Rostov-on-Don, Khabarovsk, Yaroslavl, Voronezh, and Stavropol. In 2011, the Bank started webcasting the meetings live on the regional bank’s web page for those shareholders who could not attend the meeting in person. Since it was established, the Committee visited all regional banks of Sberbank. Members of the Committee for Interaction with Minority Shareholders: Committee Chairman Committee members A.V.Danilov-Danilyan Minority shareholder, Sberbank of Russia OJSC M.G. Lyubomudrov A.A. Navalnyy M.N. Nedelsky Minority shareholder, Sberbank of Russia OJSC Minority shareholder, Sberbank of Russia OJSC Minority shareholder, Sberbank of Russia OJSC, CEO, ZAO Status Minority shareholder, Sberbank of Russia OJSC Minority shareholder, Sberbank of Russia OJSC V.A. Statyin D.A. Udalov 50 Remuneration for members of the Bank’s management bodies Formulation of principles and criteria for determining the remuneration for members of the Supervisory Board, CEO, Chairman of the Management Board, and members of the Bank’s Management Board is within the competence of the Human Resources and Remuneration Committee of the Bank’s Supervisory Board. All decisions about payment of remuneration to members of the Supervisory Board of Sberbank of Russia related to their participation in this particular management body of the Bank are taken by the annual General Shareholders’ Meeting of Sberbank of Russia. Remuneration for members of the Management Board Remuneration and compensation are paid under the contracts concluded with CEO, Chairman of the Bank’s Management Board, and members of the Bank’s Management Board. Sberbank of Russia has no practice of paying commission or other property representations to members of the Management Board. In 2011, as in 2010, the Bank did not issue options for the Bank’s shares, did not provide interest-free or loss-making loans to its employees, and did not use any insurance, loan/deposit, or other indirect material incentive schemes. In order to limit labor costs for members of the Management Board, the Supervisory Board of Sberbank of Russia has: Set limits on official salaries of members of the Management Board Placed limitations on bonus payments during the year, which depend on the net profit of Sberbank of Russia, project implementation, and compliance with key performance indicators by a member of the Management Board Placed limitations on the amount of remuneration during the year as a percentage of the net profit of Sberbank of Russia. These limitations are set forth in contracts concluded with members of the Management Board. Information about the amount of payments to members of the Management Board is available on the website as part of quarterly reports on securities. The amount of all payments accrued for members of the Management Board for 2011, excluding payments during the time spent for business trips was RUB 1.96 bn, a 32 % increase on payments accrued for members of the Management Board for 2010, excluding payments during the time spent on business trips (RUB 1.48 bn). The increase in payments to members of the Management Board in 2011 versus 2010 is due to a 78.5 % increase in net profit (from RUB 174.0 bn to RUB 310.5 bn). Total remuneration for members of the Management Board of Sberbank of Russia OJSC in the Bank’s net profit decreased from 0.9 % in 2010 to 0.6 %. This is the lowest value among the largest Russian banks. Remuneration for members of the Supervisory Board and members of the Audit Commission In accordance with the resolution of the annual General Shareholders’ Meeting of the Bank held on 3 June 2011, remuneration for members of the Supervisory Board and members of the Audit Commission amounted to the following: Remuneration paid to members of the Supervisory Board in 2011 amounted to RUB 11.9 mln (RUB 24 mln in 2010) Remuneration for 2010 paid to members of the Audit Commission in 2011 and related to their participation in this control body of the Bank amounted to RUB 3 mln. 51 Major transactions During 2011, Sberbank of Russia did not conduct any transactions recognized as major transactions in accordance with the Federal Law On Joint-Stock Companies or other transactions to which the procedure of approval of major transactions applies in accordance with the Charter of Sberbank of Russia OJSC. Non arm’s-length transactions The list of transactions recognized as non arm’s-length transactions in accordance with the Federal Law On Joint-Stock Companies and conducted by Sberbank of Russia in 2011 is given below. All such transactions were approved by the Supervisory Board of the Bank. 1 2 Counterparty: Bank of Russia Interested parties: S.M. Ignatiev, G.I. Luntovsky, A.V. Ulyukaev, N.Y. Ivanova, S.A. Shvetsov, K.B. Shor Agency contract for performance by the Agent Actions related to the sale of no more than (Sberbank of Russia OJSC) for, on behalf of and at the 1,712,994,999 ordinary shares of Sberbank of expense of the Principal (Bank of Russia) of legal and Russia OJSC other acts related to the sale of ordinary shares of Sberbank of Russia OJSC owned by the Principal Raising loans of the Bank of Russia secured by OAO Total loan amount: no more than Bank VTB (as part of the General Credit Agreement for RUB 100 bn provision of loans by the Bank of Russia secured by Lending period: up to 1 year assets or sureties) Suretyship agreement between Sberbank of Russia Total loan amount: no more than OJSC (surety) and the Bank of Russia (creditor) for the RUB 100 bn fulfillment of obligations by OAO Bank VTB (debtor) Lending period: up to 1 year for loan repayment Counterparty: DB AO Sberbank (Republic of Kazakhstan) Interested parties: A.F. Golikov, S.N. Gorkov Contract between Sberbank of Russia OJSC and DB The volume of transactions concluded in rubles AO Sberbank (Republic of Kazakhstan) for general and foreign currency for which the settlements conditions of purchase/sale and acceptance/transfer of have not been completed in part or in full shall currency in cash for collection and transactions under not exceed the amount equivalent to USD 100 the contract mln. Conclusion of transactions on the Precious Metals The volume of transactions concluded in rubles Market between Sberbank of Russia OJSC and DB AO and foreign currency for which the settlements Sberbank (Republic of Kazakhstan) have not been completed in part or in full shall not exceed the amount equivalent to USD 50 mln. Sale to of DB AO Sberbank (Republic of Kazakhstan) Such sale is concluded on a prepaid basis; the coins made of precious metals by Sberbank of Russia volume of transactions concluded in rubles for OJSC which the settlements have not been completed in part or in full shall not exceed RUB 50 mln. Conclusion of foreign exchange transactions between The volume of foreign exchange transactions for Sberbank of Russia OJSC and DB AO Sberbank which the settlements have not been completed in (Republic of Kazakhstan) part or in full shall not exceed the amount equivalent to USD 600 mln. Deposits for placement of Sberbank of Russia OJSC The lump sum of deposited funds shall not exceed funds in DB AO Sberbank (Republic of Kazakhstan) the amount equivalent to USD 600 mln. Deposits for borrowing of DB AO Sberbank (Republic The lump sum of borrowed funds shall not exceed of Kazakhstan) funds by Sberbank of Russia OJSC the amount equivalent to USD 600 mln. Conclusion of additional agreements for the procedure Rates and penalties are set for delayed overdraft for international Blitz transfers to correspondent credit repayment for USD and euro account contracts of a non-resident bank in USD and euro Issue of a license for the right to use trademarks in the Cost of the license: RUB 488 thousand. form of the bank’s logo Indemnity agreement between DB AO Sberbank Indemnity amount: USD 52.6 mln. (Republic of Kazakhstan) and Sberbank of Russia Indemnity period: till 22 December 2016. OJSC Indemnity agreement between DB AO Sberbank Indemnity amount: USD 3.5 mln. 52 3 4 (Republic of Kazakhstan) and Sberbank of Russia Indemnity period: till 31 January 2013. OJSC Indemnity agreement between DB AO Sberbank Indemnity amount: USD 180.5 mln. (Republic of Kazakhstan) and Sberbank of Russia Indemnity period: till 3 December 2013. OJSC Indemnity agreement between DB AO Sberbank Indemnity amount: USD 221.8 mln. (Republic of Kazakhstan) and Sberbank of Russia Indemnity period: till 4 March 2014. OJSC Indemnity agreement between DB AO Sberbank Indemnity amount: USD 20.5 mln. (Republic of Kazakhstan) and Sberbank of Russia Indemnity period: till 8 December 2015. OJSC Counterparty: AO Sberbank of Russia (Ukraine) Interested parties: H.O. Gref, S.N. Gorkov, A.V. Bazarov, D.A. Bugrov, A.V. Morozov, V.M. Orlovskiy Conclusion of foreign exchange transactions between The volume of transactions for which the Sberbank of Russia OJSC and AO Sberbank of Russia settlements have not been completed in part or in (Ukraine) full shall not exceed the amount equivalent to USD 400 mln. Deposits for placement of Sberbank of Russia OJSC The lump sum of deposited funds shall not exceed funds in AO Sberbank of Russia (Ukraine) the amount equivalent to USD 850 mln. Deposits for borrowing of AO Sberbank of Russia The lump sum of borrowed funds shall not exceed (Ukraine) funds by Sberbank of Russia OJSC the amount equivalent to USD 400 mln. Sale of AO Sberbank of Russia (Ukraine) coins made Such sale is concluded on a prepaid basis; the of precious metals by Sberbank of Russia OJSC volume of transactions concluded in rubles for which the settlements have not been completed in part or in full shall not exceed RUB 50 mln. Conclusion of additional agreements for the procedure Rates and penalties are set for delayed overdraft for international Blitz transfers to correspondent credit repayment for USD and euro account contracts of a non-resident bank in USD and euro Purchase of ordinary registered shares of an additional Total transaction amount: UAH 852.8 mln issue of AO Sberbank of Russia (Ukraine) Issue of a license for the right to use trademarks made Cost of the license: RUB 222.8 thousand. as the Bank’s logo Issue of a license for the right to use trademarks made Cost of the license: RUB 69.6 thousand. as the Bank’s logo Counterparty: OAO BPS-Sberbank (Republic of Belarus) Interested parties: S.N. Gorkov, A.A. Karamzin, D.A. Bugrov, V.M. Orlovskiy, A.V. Morozov Additional agreement for the procedure for The terms and conditions stipulate the prices for international Blitz transfers to correspondent account international express Blitz money transfers, contracts of a non-resident bank in USD and euro payment of such transfers, and acceptance of cancellation applications. The terms and conditions for provision credit in the form of an overdraft under correspondent accounts are also set. Conclusion of transactions on the Precious Metals For each type of transactions with precious Market between Sberbank of Russia OJSC and OAO metals, the volume of transactions for which the BPS-Sberbank (Republic of Belarus) settlements have not been completed in part or in full shall not exceed the amount equivalent to USD 700 mln. Conclusion of foreign exchange transactions between The volume of foreign exchange transactions for Sberbank of Russia OJSC and OAO BPS-Sberbank which the settlements have not been completed in (Republic of Belarus) part or in full shall not exceed the amount equivalent to USD 900 mln. Deposits for placement of Sberbank of Russia OJSC The lump sum of deposited funds shall not exceed funds in OAO BPS-Sberbank (Republic of Belarus) the amount equivalent to USD 900 mln. Deposits for borrowing of OAO BPS-Sberbank The lump sum of borrowed funds shall not exceed (Republic of Belarus) funds by Sberbank of Russia the amount equivalent to USD 900 mln. OJSC 53 Addendum to the Contract for opening and keeping a correspondent account of a non-resident bank in BYR 5 6 Long-term subordinate loan agreement (borrower – OAO BPS-Sberbank (Republic of Belarus)) Counterparty: ZAO Sberbank AST Interested parties: S.K. Kuznetsov, V.M. Orlovskiy Issue of a simple (non-exclusive) license of ZAO Sberbank AST to Sberbank of Russia OJSC for the right to use protected trademark elements Agreement on electronic document interchange as part of the electronic tender process for placing orders for the supply of goods, works and services for Sberbank of Russia OJSC Amendments to the General Agreement between Sberbank of Russia OJSC and ZAO Sberbank AST governing the aspects of closed electronic auctions held as part of the project to reformat the Bank’s branch office network Counterparty: OAO Universal Electronic Card Interested party: V.M. Orlovskiy Rental of non-residential premises of Sberbank of Russia OJSC (lessor) by OAO Universal Electronic Card (lessee) Transactions related to the entry of Sberbank of Russia OJSC to the DUET Program System as a Principal Member of the System and performance of functions of a settlement bank in such System Extension of a non-revolving credit facility to OAO Universal Electronic Card by Sberbank of Russia OJSC Opening by the Bank of OAO Universal Electronic Card account in the currency of the Russian Federation in order to accumulate funds for discharging obligations during interbank settlements for transactions with the use of universal electronic cards within the Universal Electronic Card Single Payment and Service System (UEC SPSS) Transactions governing the relations between Sberbank of Russia OJSC and OAO Universal Electronic Card within the Universal Electronic Card Single Payment and Service System (UEC SPSS) The procedure for crediting and debiting the correspondent account of Sberbank of Russia OJSC opened with OAO BPS-Sberbank (Republic of Belarus) Subordinate loan amount: EUR 40 mln. Lending period: up to 7 years. Cost of the license: RUB 118 The agreement is concluded on a free-of-charge basis for an indefinite period. The amount of the commission is fixed, irrespective of the volume of purchase. Rental of non-residential premises in the city of Moscow for a period of 11 months with extension Conclusion of an Agreement for participation in the DUET Program System as a Principal Member of the System Conclusion of an Agreement for performance of functions of a Settlement Bank within the DUET Program System Conclusion of an Information Services Agreement Conclusion of an Agreement for a Special Bank Account in the Currency of the Russian Federation Conclusion of an Agreement for electronic document exchange with OAO UEC Conclusion of an Agreement for the primary issue of DUET cards Available facility: RUB 500 mln Lending period: up to 6 months The cost of services and terms and conditions for accrual of interest on cash balances are determined. Interchange of electronic documents between OAO Universal Electronic Card and Sberbank of Russia OJSC under the Agreement for performance of functions of a settlement bank within UEC SPSS and the Agreement for a Special Bank Account in the Currency of the Russian Federation Provision of services by the Bank to the UEC SPSS Operator for ranking and monitoring the rating of UEC SPSS candidate banks and participating banks and communication of such information to the UEC SPSS Operator 54 Provision of services, on a paid basis, for clearing payments between UEC SPSS participating banks and the UEC SPSS Operator for transactions using universal electronic cards Provision of information to the UEC SPSS Operator by the Bank about balances on correspondent accounts and bank deposit accounts, as well as on transfer orders Establishment of the procedure and conditions for relations between the Operator and the Member within UEC SPSS 7 8 Counterparty: OOO Sportloto Interested party: H.O. Gref Provision of agency services under the Agreement for distribution of lottery tickets and payment of cash prizes Counterparty: OAO Krasnaya Polyana Interested party: S.K. Kuznetsov Participation in the shared construction of a facility in the Gornaya Karusel Sports and Tourist Complex Participation in the shared construction of a hotel complex in the Gornaya Karusel Sports and Tourist Complex 9 10 Distribution of lottery tickets to support the organization and holding of the XXII Winter Olympic Games and the XI Winter Paralympic Games in 2014 in Sochi. The facility is designed to house the Corporate Center of Sberbank of Russia OJSC. The facility will be transferred in Q3 2013. The facility is designed to house a business unit of Sberbank of Russia OJSC (South-Western Bank). The facility will be transferred in Q3 2013. Amendments to the terms and conditions regarding the procedure and period of payment Amendments to the terms and conditions of transactions under the agreements for participation in the shared construction of facilities to house the Corporate Center of Sberbank of Russia OJSC and a business unit of South-Western Bank Agreement for extension of a non-revolving credit Available facility: RUB 2.0 bn Lending period: facility for financing construction costs of the Gornaya up to 6 months Karusel Sports and Tourist Complex and a complex of ski jumps Agreement for the direct debit of funds from the Available facility: RUB 2.0 bn Lending period: borrower’s accounts until loan repayment up to 6 months Amendments to the Agreement for extension of a non- With regard to the period, interest rate, security, revolving credit facility payment for early repayment, and penalties Counterparty: ZAO MICEX Interested parties: B.I. Zlatkis, A.V. Ulyukaev, S.A. Shvetsov, N.Y. Ivanova, A.F. Golikov Amendments to the terms and conditions of the The amendments are related to the replacement of Agreement for provision of integrated process service organizations acting as regional representatives of for purchase and sale of foreign currency on the stock ZAO MICEX in the Siberian and North-West exchange market Federal Districts Provision of integrated process service by the technical center (ZAO MICEX) to the user (Sberbank of Russia OJSC) on the ZAO MICEX Stock Exchange terminal market Acquisition of ordinary shares of Closed Joint-Stock Ordinary shares of ZAO MICEX in an amount Company “Moscow Interbank Currency Exchange” not exceeding 6,200 shares (ZAO MICEX) by Sberbank of Russia OJSC Accession to the Framework Agreement between ZAO Accession for the purpose of acquiring the rights MICEX and OAO RTS majority shareholders with and obligations set forth in such Framework regard to combination of ZAO MICEX and OAO RTS Agreement when becoming its party businesses Counterparty: ZAO MICEX Stock Exchange Interested parties: B.I. Zlatkis, A.V. Ulyukaev, S.A. Shvetsov, N.Y. Ivanova, A.F. Golikov Determination of mutual rights and obligations of ZAO MICEX Stock Exchange and Sberbank of Russia OJSC in connection with the Bank’s participation in trading on ZAO MICEX Stock Exchange terminal market 55 11 12 13 14 15 16 Counterparty: OOO MICEX Finance Interested parties: B.I. Zlatkis, A.V. Ulyukaev, S.A. Shvetsov, N.Y. Ivanova, A.F. Golikov Acquisition of ordinary shares of Open Joint-Stock Ordinary shares of OAO RTS in the amount of Company RTS Stock Exchange (OAO RTS) by 1,190,588 shares Sberbank of Russia OJSC Counterparties: ZAO MICEX, MICEX (Cyprus) Limited, Investment Company Troika Dialogue COJSC Interested parties: B.I. Zlatkis, S.A. Shvetsov, N.Y. Ivanova Cession by Investment Company Troika Dialog COJSC, and acceptance by Sberbank of Russia OJSC, of rights, benefits and obligations under the put option agreement between MICEX (Cyprus) Limited and OAO RTS shareholders Counterparty: ZAO AKB National Clearing Center Interested party: A.F. Golikov Brokerage agreement between Sberbank of Russia Accession of the counterparty to the Terms and OJSC and ZAO AKB National Clearing Center Conditions for Provision of Brokerage Services by Sberbank of Russia OJSC Purchase and sale of foreign currency on the stock The volume of transactions concluded in rubles exchange market within the Unified Trading Session and foreign currency for which the settlements of interbank currency exchanges have not been completed in part or in full shall not exceed the amount equivalent to USD 10 bn. Conclusion of foreign exchange transactions between The volume of foreign exchange transactions for Sberbank of Russia OJSC and ZAO AKB National which the settlements have not been completed in Clearing Center part or in full shall not exceed an amount equivalent to USD 200 mln. Deposits for borrowing of ZAO AKB National The lump sum of borrowed funds shall not exceed Clearing Center funds by Sberbank of Russia OJSC an amount equivalent to USD 200 mln. Development of correspondent banking relations Opening of a correspondent loro account for the respondent (ZAO AKB NCC) in the currency of the Russian Federation Counterparty: NKO ZAO NRD Interested party: B.I. Zlatkis Development of correspondent banking relations Opening of a correspondent loro account for the respondent (NKO ZAO NRD) in the currency of the Russian Federation Counterparty: S.N. Gorkov Interested party: S.N. Gorkov Provision of a loan to purchase real property As required by regulatory documents of Sberbank of Russia OJSC with regard to lending to retail clients Counterparty: Joint-Stock Company Atomic Energy Power Corporation Interested parties: A.V.Dvorkovich, A.R.Belousov Suretyship agreement with OJSC Atomic Energy Available facility: RUB 20 mln Period of Power Corporation for the fulfillment of obligations financing: up to 2 months under the revolving credit facility extended to FGUP GNTs RF TRINITI to Sberbank of Russia OJSC Agreement for the direct debit of funds from the Validity: until the discharge of obligations under accounts of OJSC Atomic Energy Power Corporation the Suretyship Agreement to fulfill the obligations of FGUP GNTs RF TRINITI Suretyship agreement for the fulfillment of obligations Available facility: RUB 100 mln Lending period: under the Agreement for extension of a revolving up to 18 months credit facility for the borrower, FGUP Eleron Agreement for the direct debit of funds from the Validity: until the discharge of obligations under accounts of OJSC Atomic Energy Power Corporation the Suretyship Agreement accounts to fulfill the obligations of FGUP Special Research and Production Association Eleron Suretyship agreement for the fulfillment of obligations Available facility: RUB 40 mln Lending period: under the Agreement for extension of a revolving up to 18 months credit facility for FGUP Research and Production Association V.G. Khlopin Radium Institute 56 17 18 19 20 Agreement for the direct debit of funds from the Validity: until the discharge of obligations under accounts of OJSC Atomic Energy Power Corporation the Suretyship Agreement accounts to fulfill the obligations of FGUP Research and Production Association V.G. Khlopin Radium Institute Suretyship agreement for the fulfillment of obligations Available facility: RUB 70 mln Lending period: under the Agreement for extension of a revolving up to 12 months credit facility for FGUP RF State Scientific Center – A.I. Leypunsky Institute of Physics and Power Engineering Agreement for the direct debit of funds from the Validity: until the discharge of obligations under accounts of OJSC Atomic Energy Power Corporation the Suretyship Agreement accounts to fulfill the obligations of FGUP RF State Scientific Center – A.I. Leypunsky Institute of Physics and Power Engineering Suretyship agreement for the fulfillment of obligations Available facility: RUB 50 mln Lending period: under the Agreement for extension of a revolving up to 6 months credit facility for the borrower, FGUP Russian Federal Nuclear Center – Academician E.I. Zababakhin AllRussian Research Institute for Applied Physics Counterparty: OAO Ilyushin Finance Co. Interested parties: A.L. Kudrin, E.S. Nabiullina Suretyship agreement for the fulfillment of obligations Available facility: USD 62.4 mln. Lending under the Agreement for extension of a non-revolving period: up to 7 years. credit facility for the borrower, OOO IFC Asset Management Agreement for the direct debit of funds from the Validity: until the discharge of obligations under accounts of OAO Ilyushin Finance Co. accounts to the Suretyship Agreement fulfill the obligations of OOO IFC Asset Management Counterparty: Magnitogorsk Iron and Steel Works OJSC Interested party: A.V. Dvorkovich Agreement for opening of a revolving credit facility Available facility: RUB 4.5 bn Lending period: for Magnitogorsk Iron and Steel Works OJSC up to 2 years. Counterparty: Russian Technologies State Corporation Interested party: E.S. Nabiullina Suretyship agreement for the fulfillment of obligations Available facility: RUB 800 mln Lending period: under the Agreement for extension of a non-revolving up to 2 years. credit facility for the borrower, OOO RT-Capital Agreement for opening of a revolving credit facility Available facility: RUB 700 mln Lending period: for the Russian Technologies State Corporation up to 1 year Counterparty: OJSC MMC Norilsk Nickel Interested party: D.A. Bugrov Agreement for opening of a non-revolving credit Available facility: RUB 9 bn Lending period: up facility for OJSC MMC Norilsk Nickel to 5 years. Suretyship agreement for the fulfillment of obligations Available facility: RUB 61 bn Limit of liability under the Agreement for extension of a non-revolving for the surety: RUB 13.5 bn Lending period: up to credit facility for the borrower, OJSC Kolskaya MMC. 5 years. Share capital As of 1 January 2012, the Bank's charter capital was 67.76 billion rubles. This consists of 21,586,948,000 common and 1,000,000,000 preferred shares with a par value of 3 rubles each. The majority of voting shares (60.25 %) are owned by the Bank of Russia. Sberbank is an open market company. The bank's shares are publicly traded on the Russian stock exchange (included in the MICEX-RTS stock exchange first level quotation list A). In 2011, Sberbank shares remained the most liquid instruments of the Russian stock exchange, the average annual turnover of the Bank's common shares on MICEX accounted for 34% of the stock market's turnover. 57 In June 2011, Sberbank of Russia launched a program of American depositary receipts for its equity stock. For greater convenience for its foreign investors, the Bank organized access to American depositary receipts on the London and Frankfurt stock exchanges. In 2011, share prices of Russian issuers were negatively affected by global stock market trends and the debt problems of European Union countries led to an even greater decrease in share prices of European and Russian banks. The MICEX index fell by 17%, RTS by 22%, and Sberbank common stock by 24 % over the year. Despite the decrease in share price, Sberbank was still the 19th largest international bank by size of market capitalization according to data from FT Global 500. Sberbank share price and capitalization: Equity share (MICEX), rub. per share Preferred share (MICEX), rub. per share MICEX index, p. RTS index, p. Market capitalization, billion USD Source: Bloomberg‚ market capitalization – FT Global 500 1 Jan 12 79.4 59.2 1402 1382 54.8 1 Jan 11 104.4 75.1 1688 1770 76.1 In February 2012, the authoritative international magazine The Economist placed Sberbank in 2nd place among the best stocks for the past decade: 100 US dollars invested 10 years ago in Sberbank shares would be worth 3722 dollars on the magazine's publication date. Only Apple Inc. outperformed Sberbank (3919 dollars). In addition to Sberbank, only one Brazilian bank entered the top 10, in 8th place. Report on payment of declared and accrued dividends The rights of shareholders to receive dividends and payment procedures are fixed in the Bank's Charter and dividend Policy. Both documents are published on the Bank's corporate internet website at www.sbrg.ru, www.sberbank.ru. Owners and shareholders of common and preferred stock have the right to receive dividends. Shareholders and owners of preferred shares have the right to receive dividends at a value no less than 15% of the nominal price of the preferred shares. In accordance with Sberbank's Charter, dividends are paid to shareholders once a year in cash by transfer to the shareholders' accounts. The decision to pay dividends and the amount is taken by the annual General Shareholders’ Meeting based on the recommendations of the Bank's Supervisory Board. These recommendations take into account the interests of the shareholders and the Bank in terms of further business development. In the reporting year, the volume of money designated for Sberbank of Russia share dividends was increased to 12.1% of the Bank's net earnings for 2010, calculated in accordance with Russian accounting standards (RAS). Dividend payment year for 2006 for 2007 for 2008 for 2009 for 2010 Share of bank net earnings, in accordance with RAS, designated for dividend payment 10.0% 10.0% 10.0% 10.0% 12.1% Amount of declared (accrued) dividends based on 1 common share*, rubles 0.3855 0.5100 0.4800 0.0800 0.9200 Amount of declared (accrued) dividends based on 1 preferred share*, rubles 0.4650 0.6500 0.6300 0.4500 1.1500 Amount of declared (accrued) dividends in total for all common and preferred shares, thou. rubles Amount of paid** dividends in total for all common and preferred shares, thou. rubles 8,786,757.3 11,659,269.8 10,991,636.6 2,176,955.8 21,009,992.2 8,786,757.3 11,659,269.8 10,966,205.4 2,169,414.9 20,942,903.3 Date of the General Shareholders’ Meeting where the decision on payment of (declared) dividends was taken 29.06.2007 27.06.2008 26.06.2009 04.06.2010 03.06.2011 * Dividend amount for one share for 2006 calculated in accordance with the current Bank share par value of 3 rubles. ** Reason for non-payment of declared dividends was incorrect shareholder payment details. 58 In August 2011, the Supervisory Board of Sberbank approved a new dividend policy. As part of the plans for optimizing capital structure and for forming long-term relationships with shareholders, the Bank is ready, over three years, to increase consistently dividend payments to 20% of net earnings accrued to Bank shareholders and determined on the basis of annual consolidation of the Bank's reporting in accordance with International Financial Reporting Standards (IFRS). In addition, dividends, as before, shall be paid from the Bank's net earnings, calculated in accordance with Russian laws, ie RAS. Size of Sberbank of Russia share dividends for 2011, recommended by the Supervisory Board to the annual General Shareholders’ Meeting for approval: Share of Bank net earnings in accordance with IFRS 15% Share of bank net earnings, in accordance with RAS, designated for dividend payment Amount of declared (accrued) dividends based on 1 common share*, rubles 15.3% 2.08 Amount of declared (accrued) dividends based on 1 preferred share*, rubles 2.59 Amount of declared (accrued) dividends in total for all common and preferred shares, thou. rubles 47,490,581.8 The decision on the payment and size of dividends for 2011 will be approved by the annual General Shareholders’ Meeting on 1 July 2012. Information on this will be published on Sberbank's website (www.sbrf.ru; www.sberbank.ru). Code of Corporate Conduct Compliance Sberbank complies with the principles and rules set out in the Corporate Code of Conduct approved by the bank's General Shareholders’ Meeting. The Code declares unconditional compliance with laws and application of ethical business conduct standards for all members of the business community. A priority of the Bank's corporate conduct is the respect for rules and legal interests of shareholders and clients, transparency, efficient working practices, support for financial stability and profitability. The bank is continually improving its corporate governance. During the reporting year, the Bank's management board approved the conflict of interest management policy, which establishes the conduct and measures for avoiding conflicts of interest or minimizing their consequences if they arise. The responsibility for taking decisions on regulating conflicts of interest is placed on the appropriate committee of the Bank's management board and regional banks. There are restrictions for employees concerning holding more than one position and business activities. Rules have been established for receiving gifts and incentives and transactions with interested parties. Sberbank is actively implementing international practice in protecting investor interests and making its own financial assets attractive to investors. Bank insiders, members of the Supervisory Board, members of the Management Board and Bank employees, do not have the right to perform transactions with the Bank's securities and its subsidiaries during close periods (the period when annual and quarterly reporting is prepared). In order to restrict the use of insider information, technological measures have been introduced which prevent the use of mobile communication and mobile access to the internet during meetings of the Bank's executive bodies. The Bank has an independent division, directly subordinate to the CEO and Chairman of the Bank's Management Board, which is responsible for control of illegitimate use of insider information and for enforcing the requirements of Federal Law No. 224-FZ dated 27 July 2010 On Prevention of the Illegitimate Use of Insider Information and Market Manipulation and on Amendments to Certain Laws of the Russian Federation. The list of information relating to Sberbank insider information, which is published on the Bank's website, has been approved. 59 To increase capitalization and reduce investment risk, Sberbank is actively working on improving its transparency and disclosure. The systematic online internet broadcast of press briefings by Bank spokespersons has continued. Thirty press briefings were broadcast in 2011. The most important events involving Sberbank in Russia and the world are also broadcast online on the Bank's website. In addition, the Saint Petersburg International Economic Forum, the International Financial Conference on 12 November and the X International Investment Forum Sochi 2011 were broadcast separately. An archive of the most important events in which the Bank has been involved is available on the website for anyone interested. The Bank's efforts to increase transparency and disclosure have received a high rating from the professional community. In the autumn of 2011, Interfax and АК&М, accredited agencies for disclosing information to the stock exchange, named Sberbank of Russia as the winner of the annual Prize for an Active Corporate Policy on Information Disclosure. At the same time Sberbank won the RTS and MICEX federal competition for annual reports. Sberbank won in the nomination for Best Interactive Annual Reports, came 2nd in the nomination Best Design and Printing of Annual Reports and 3rd in the nomination Best Annual Reports Transparency for Companies with Capitalization above 100 billion rubles. 60 10. Branch network Branch network in the Russian Federation An extensive branch network is one of the bank's main competitive advantages. The regional bank structure consists of 19,200 divisions and is represented in all parts of the country and in every constituent entity of the Russian Federation. Branch network structure in the Russian Federation units Total bank divisions, inc. Regional banks Branch offices Internal structural divisions (ISD) total, inc. Total additional offices, of which: – specialize in serving retail clients – universal – specialize in serving legal entities Operational offices Operational cash desks outside the cash operating units Mobile cash offices 1 Jan 12 19,249 17 505 18,727 10,494 7,997 2,373 124 588 7,547 98 1 Jan 11 19,420 17 521 18,882 10,069 7,429 2,515 125 236 8,492 85 The Bank continues to modernize its branch network opening new and improving the layout of existing branches. In 2011, 443 branches were opened, about 300 bank service points were relocated and 598 service points were closed. Urban ISDs were closed as their location did not comply with geomarketing criteria, and also because of the unsatisfactory condition of the buildings, as part of the program for Redesigning Branch Network Divisions. Rural ISDs were closed as the condition of the premises made it impossible to perform banking operations, as well being consistently unprofitable and lacking development prospects. In remote areas, with a poorly developed transport infrastructure, mobile branches have replaced closed stationary ones. Where technically possible, ATMs and information-payment terminals have been opened in rural areas, which will enable customers to perform essential banking operations. Geographical structure in the Russian Federation % central cities of RF constituent entities cities with population above 100 thousand other towns urban settlements rural settlements 1 Jan 12 20.7% 7.5% 17.6% 6.8% 47.4% 1 Jan 11 20.4% 7.2% 16.8% 6.8% 48.8% As well as the network itself, the branch network management system is being improved. The Bank is uniting branches at the level of RF constituent entities. In 2011 sixteen branches were reorganized. In 2011, the large scale program for redesigning branch network divisions began, which is aimed at standardizing offices, implementing new sales models and a new corporate style and brand. In 2011, 871 new format branches opened. Most of the redesigned branches were base offices (60%) and an expansion of the flagship format (30%). The rest consisted of special format branches, business development centers, self-service offices and branches for VIP clients. Over 76% of the redesigned branches were opened in areas of most importance for business development, in cities with populations above 100 thousand, including cities with over a million people. 61 Development of the bank network and subsidiaries abroad As of 1 January 2012 Sberbank had one foreign branch (India) and two foreign representative offices (Germany and China). Sberbank group includes 3 subsidiary banks (Kazakhstan, Ukraine and Belarus). In February 2012, Sberbank completed the acquisition of 100 % of Volksbank International AG, the eastern European division of Oesterreichische Volksbanken AG. The deal gave Sberbank access to markets in Austria, the Czech Republic, Hungary, Croatia, Slovenia and Bosnia - Herzegovina. Sberbank also acquired 99.145 % of the Swiss bank SLB Commercial Bank AG, which it plans to use as a base for developing its European business for syndicated lending and trade finance, as well as a number of other products for large corporate clients. Indian branch Sberbank's branch in India (New Delhi) was established as a strategic springboard for developing the Group's business and, most of all, to operate as a settlement platform for foreign trade between India and Russia, as well as between India and CIS countries where Sberbank operates. As part of the Third India-Russia Forum: Business-Dialogue in October 2011, Sberbank was awarded the prize of Best Russian Company in India. Representative office in Germany The priority area for the Bank's representative office in Germany is to form and support Sberbank's image in Germany and other European Union countries as a major reliable bank and to assist the Bank's business divisions with the cooperation of German partners. In 2011, the representative office helped organize significant negotiations, during which a framework loan agreement was signed with the leading German bank Commerzbank AG on financing the supply of capital goods and services from Germany to Russia with export credit agency cover. All-round support was provided during acquisition of Volksbank International AG. The representative office organized the meeting of the Club of Economic Wise Men, which was attended by leading individuals from German politics and business. It also organized the Bank's management participation in the European Finance Week, a major platform for meeting European political and business leaders as well as a number of other important events. Representative office in China The main tasks of Sberbank's representative office in China are to develop partnerships with Chinese banking, commercial and government structures in order to promote the business of Sberbank group and its clients in the region. In 2011, the bank actively worked with Chinese financial institutes on extending cooperation in the field of correspondent relations and trade finance. In December 2011, the representative office organized the Bank's presentation in Beijing for representatives from Chinese financial institutions with the participation of regional and three subsidiary banks of Sberbank. The presentation was the first event that Sberbank had held of such a scale in China and attracted great interest from Chinese business circles and government authorities. Subsidiary banks In 2011, the focus for subsidiary banks was to build their banking business as part of the single Sberbank system. In April, the Single Tariff Area project began. Under this program, 62 holders of international bank cards from any of the Group's banks can be served in any the Group's banks at loyalty tariffs. The program for introducing credit risk management technology, Loan Factory, has been opened in subsidiaries. All subsidiaries have implemented the program CRM Siebel. Oliver Wyman's new credit process has begun to be implemented. The subsidiaries are included in the program for integrating Group risk management. Key decisions have been taken on integrating the IT systems of subsidiary banks, including the list of common technological IT platforms. SBERBANK OF RUSSIA OJSC (Ukraine) The subsidiary bank is one of the fastest growing Ukrainian banks. The bank's assets 22 for 2011 increased by 79 % to 67.8 billion rubles and the loan portfolio increased by 104% and reached 50.3 billion rubles. The branch network grew to 130 units. At the end of 2011 the National Bank of Ukraine included SBERBANK OF RUSSIA OJSC in the group of leading Ukrainian banks in terms of assets. Over the year many of the bank's national market rankings have improved: in terms of net assets the bank moved from 22nd to 17th place, for loans to retail clients from 19th to 11th, for funds of legal entities from 22nd to 15th and for funds of retail clients from 24th to 17th. The subsidiary bank, as before, has one of the highest growth rates for main bank indicators among its competitors in the Ukrainian market. Over the reporting year, the bank's activities were profitable, which enabled it to earn 923.5 million rubles net earnings. In 2011, bonds to the value of 750 million hryvnia (about 3.0 billion rubles) were issued and placed. In order to support the high development rate of the Ukrainian subsidiary in accordance with its business plan, in September 2011 Sberbank of Russia acquired additional shares in the subsidiary bank to the sum equivalent to 107 million US dollars. Subsidiary Bank Sberbank OJSC (Kazakhstan) The subsidiary bank has been operating in Kazakhstan for 5 years, it has 95 divisions in the country and its head office is in Almaty. It has a client base of over 15 thousand business and 222 thousand retail clients. The bank has 1,600 ATMs and self-service terminals. In 2011 the bank made net earnings of 1.5 billion rubles. The loan portfolio of legal entities increased by 114 % and for retail clients by 105 %. The Kazakhstan bank has the largest assets in the international Sberbank network. In the ratings for second level banks in the financial system of Kazakhstan, the subsidiary bank is 4th in terms of profit, 7th for asset size and 8th for the size of its equity capital. In 2011, the subsidiary bank was awarded the status of US dollar marketmaker on the Kazakhstan Stock Exchange (KASE) and the additional status of ruble marketmaker. A significant growth in active operations led to a decrease in the capital adequacy ratio from 17.2% to 12.4%. Therefore, the bank began taking steps to increase capital adequacy: it issued subordinated bonds and an additional equity issue. In 2011, the Committee for the Control and Supervision of the Financial Market and Financial Organizations of the National Bank of the Republic of Kazakhstan registered the second bond issue prospectus of DB AO Sberbank for 100 billion tenge. The issue was entered on the State Register of Securities. BPS Sberbank OJSC (Belarus) The subsidiary bank's client base consists of over 29 thousand business and 1.5 million retail clients. The branch network has 195 divisions. The bank occupies 3rd place on the financial market of Belarus in terms of assets, loans and client funds. In 2011 BPS-Sberbank OJSC earned a net earnings of 1.8 billion rubles, the loan portfolio more than doubled in the 22 The figures for subsidiary banks are converted into Russian rubles at the exchange rate set by the Bank of Russia (balance sheet figures are converted at the exchange rate set on the reporting date; profit and loss figures are converted at the average rate for the period). 63 national currency. The bank's share in the Belarus banking sector grew over the year: assets from 7.7% to 9.8%, corporate client loans from 8.2% to 10.3%, individual deposits from 9.3% to 10.7% and profit before annual adjustments from 8% to 10%. Due to the difficult situation of the Belarus market in 2011, the subsidiary bank took a number of anti-crisis measures to ensure stable operations. These included a limit on loan portfolio growth, active work on preventing a growth in outstanding debts, the creation of additional reserves, capital growth through profit capitalization and obtaining subordinated loans. In 2011, work began on bank rebranding which included the bank changing its name from BPS-Bank OJSC to BPS-Sberbank OJSC. 64 11. Human Resources The wide-scale branch network redesign program, which began in 2011, had an effect on people in general as well on increasing the need for staff. In 2011, the average number of Sberbank of Russia employees decreased by 5,949 to 231,304. Most bank employees, 53%, have worked at the bank from 3 to 15 years and 20% have worked for over 20 years. 34% of employees are under 30 years old and 10% are nearing retirement or are of retirement age. Over 74% have a higher education qualification. Most employees work directly with clients: 41% in bank service offices, 6% in operational divisions and 6% in collection divisions. Staff motivation In 2011, Sberbank continued to introduce new staff motivation principles in order to create a transparent and flexible system, which takes into account the specifics of work and establishes a direct relation between staff remuneration and the results of their work. The graded staff motivation system has been implemented in the head office and regional banks. More than 180 thousand employees have been transferred to the new graded salary system. More than 4 thousand divisions which employ at least 6 people have been introduced into the staff motivation system, which is unique in the world: the monthly bonus for employees who work with the public depends directly on the number of their sales and transactions. The effect of implementation: revenue from the sale of bank products grew more than 1.5 fold, and work productivity grew 8 %. The Bank has introduced a System 5+ employee assessment system. The assessment results of the efficiency of Bank managers and employees are used for quarterly and annual bonuses. Staff training Sberbank has a corporate training model system. The main aim is to provide efficient staff development in key competences, to provide the knowledge and skills necessary for employees to increase their efficiency and to create a knowledge and skills resource for future employees and for self-training purposes. The Bank's training system complies with business needs and has an effect on achieving strategic goals. Sberbank has launched a unique business education program for potential managers and the personnel together with the New Economic School and INSEAD as well as the London Business School. 100% of the employees of Sberbank Premier, divisions which organizes sales in companies, and cash settlement centers have completed training through the corresponding programs. All ISD managers underwent training through a comprehensive program. All new employees are trained on products. In 2011, to mark its 170th anniversary, Sberbank held a series of lectures given by leading international experts in management and leaders of major companies. The lectures were given to bank employees, clients and partners and students and teachers from top Moscow colleges and universities. Bank benefits and privileges Sberbank has developed its employee benefits and privileges policy, which determines a single system for providing employees with corporate benefits. 65 A single health care and accident and critical illness insurance system has been introduced. 100% of Bank employees are insured against accidents and critical illnesses. Comprehensive medical examination has been carried out for employees for the prevention and early diagnosis of illnesses, especially cardiovascular diseases and cancer. More than 85% of employees, 200 thousand people, have undergone medical examinations. A corporate pension program has been launched which covers almost 150 thousand employees. The program is open to employees with 3 years' continuous employment. The Bank starts contributing to the employees’ pension fund and when they have been employed for 7 years it is transferred to Sberbank NPF, its non-state pension fund, to a named pension account for the amount accrued over 4 years’ participation in the program, and for every subsequent year pension contributions are made to the employee for each full year of employment. 66 12. Operational Bank functions Operational functions continued to be developed in 2011. Another 5 Customer Operations Support Centers (COSC) were opened and the centralization program successfully passed the "equator". On the reporting date there are 15 COSCs; centralization is 100 % complete for 9 of them. A management accounting pilot model is being implemented and new standardized processes are being tested in regional banks. Pilot projects for launching interregional COSCs have been launched. In the reporting year, the Bank's operations unit continued its uninterrupted support for the growing volume of business. The growth in operations for most COSCs was 30% to 60%, while the increase in employees was 10% to 27%. In other words, the support for growing business was accompanied by increased productivity. In 2011, there was significant growth in loan operations, both in the retail and corporate and investment units. The opening of new COSCs made it possible to extend business support in this area 6-10 fold. The development and implementation of single service quality standards continued. As a result, single registers for business unit operational services, quality standards and rules for working in accordance with service level agreements were approved. By the end of 2011, these agreements were signed across the whole Sberbank system. In 2012, emphasis will be placed on increasing management and control of work quality and to prepare for the new stage in the development of operational functions, the gradual move to multiregional and multinational service centers. 67 13. Selected bank projects Optimization of procurement activities is one of the Bank's strategic tasks. The Strategy for optimizing procurement activities proposes the creation of a Single Procurement Center which will increase the quality of service for internal clients, reduce the time for concluding agreements and decrease costs of procurement activities. In relation with the introduction of Federal Law No.223-FZ On Procurement of Goods, Works and Services by Certain Categories of Legal Entities dated 18.07.2011 the bank confirmed the Regulations on procurement as the main document regulating relations for supplying goods and services during the procurement process. The regulations will bring the processes for conducting tenders and electronic auctions to a new level. Efficient procurement procedures have been developed for any type of purchase, from simple goods to choosing general partners for complex projects. A system has been developed for automatically collecting information on procurement from all bank branches for analysis and centralized publication on the official website of the Russian Federation. The bank actively uses electronic auctions to acquire goods and services with the help of the subsidiary company Sberbank-AST COJSC. In 2011, the bank saved more than 2.6 billion rubles or about 14% of the starting electronic auction price. The mass introduction of electronic procurement auctions encourages the development of competition among suppliers, counteracts corruption and provides Russian regional producers, small and medium sized businesses, the ability to supply the Bank with goods and services at a specific price. Sberbank-AST electronic trading platform was selected by the Russian Ministry of Economic Development and Trade and the Federal Antimonopoly Service, out of five platforms, to organize electronic auctions for state, federal, regional and municipal customers, as well as the organization of procurement for commercial companies. The company is a leading operator of electronic auctions in terms of volume and number of auctions placed by customers as well as the number of suppliers taking part in auctions. In 2011, there were over 93 thousand accredited suppliers and the share of the electronic auction market exceeded 61%. Sberbank AST COJSC is a laureate of the national business prize Company of the Year 2011. The Auction House of the Russian Federation, which was set up with the participation of the bank to perform property sales, including collateral for loans provided by the Bank, continued its work. The Auction House of the Russian Federation won the qualification selection to provide sales services for property belonging to Moscow city as well as to organize auctions and tenders to sell state property of the Khanty-Mansi Autonomous Okrug - Yugra. SberbankAST COJSC and the Auction House of the Russian Federation OJSC are recognized by the Ministry of Economic Development of the Russian Federation as platforms which correspond to the requirements of electronic platforms for selling debtor's property as part of bankruptcy proceedings. In 2011, Sberbank approved the strategy for participating in modernization and restructuring of the housing and communal services (HCS) sector. While working on the strategy, comprehensive research and analysis was made of the banking services market in the HCS sector in RF constituent entities, which made it possible to determine the investment potential of the bank's participation in reforming this sector, including HCS sector lending. In 2011, pilot investment projects began in the field of reconstruction and comprehensive development of the communal infrastructure in several regions. Development continued of the investment project for creating an integrated system for dealing with waste in Astrakhan and Vologda regions. The project is designed to resolve the serious challenges of recycling solid household waste in cities. A mechanism has been developed 68 for parallel co-financing of the project, the scheme and forms of cooperation between participants. In 2011, great attention was paid to the Bank's participation together with the HCS fund in forming a regional system for major repairs to apartment blocks. Trilateral partnership agreements have been signed with the Republic of Bashkortostan, Murmansk and Yaroslavl regions and Krasnodar Territory. The regional system legal structure and the main functions of the authorized organizations of the corresponding constituent entity have been established and the main parameters have been agreed for the regional major repairs program. In accordance with resolutions of the Government of the Russian Federation, Sberbank acts as a carbon unit operator, which includes the evaluation of applications from Russian investors for approval of projects to be developed under Article 6 of the Kyoto Protocol, the international environmental agreement, which sets out joint implementation by Russian and foreign investors of programs for reducing greenhouse gas emissions. Twenty applications have been evaluated for projects on modernization of technical equipment in electric and thermal energy, gas and oil extraction, metallurgy, industrial construction materials and chemistry. The total volume of proposed carbon emission was 56 million units. In 2011, on the initiative of Russian investors, transactions were carried out for almost 20 million units. 2011 Number of projects approved / passed for approval Volume of emission reductions under approved projects/projects passed for approval (t. CO2 eq.) Number of issued emission reduction units 2010 20 33 56 mln 24.4 mln 60 mln 4.2 mln Sberbank administers the transfer of projected emission reduction units and ensures the preparation and implementation of international carbon unit transaction agreements. As part of partnership agreements with major Russian investors, the Bank ensures methodological support and implementation of such agreements and prepares projects for reinvestment of income from carbon unit operations in new technical modernization projects. The Bank has continued to finance organization and project financing of energy conservation and raising of energy efficiency activities in accordance with Federal Law No.261-FZ On Energy Conservation and the Raising of Energy Efficiency and On the Introduction of Amendments to Certain Legislative Acts of the Russian Federation dated November 23, 2009. Over the last three years, loans have been issued for 50 projects with a total investment of 315 billion rubles (Sberbank funds, 113 billion rubles); more than 250 billion of this is invested in the power industry, aimed at modernising old and building new generating capacity and reducing losses from power transmission. Modernization and development has continued of automated Bank systems as part of the development strategy of Sberbank of Russia for the period to 2014. Sberbank's achievements in information technology are highly regarded within the professional community. In April 2011, Sberbank won the national award IT Leader for 2010 in the nomination for state controlled banks. The national annual IT LEADER prize has been awarded every year since 2002. The organizing committee includes the Russian Association of Managers, the company CROC and the magazines Itogi, IntelligentEnterprise, and CIO: information services manager. 69 14. Energy resources used by the Bank The table below shows the volume of energy resources used by Sberbank in kind and in monetary terms. 2011 Energy resources Electricity, kW-h Heat energy, Gcal Motor fuel, l Diesel fuel, l Gas cub. m Coal, t Wood, cub. m Kerosene, l Fuel oil, t Amount 829,754,538 1,191,541 34,375,819 9,833,126 18,619,647 1,161 1,082 4,520 48 2010 Cost, thou. rub. 3,183,687 1,233,107 793,017 221,374 79,368 3,464 708 102 116 Amount 720,678,945 886,406 23,376,530 7,236,423 17,367,878 1,238 700 73,441 46 Cost, thou. rub. 2,553,873 906,211 984,877 112,634 56,629 2,033 420 1,966 111 70 15. Development prospects For the successful implementation of Sberbank of Russia's development strategy to 2014, the Bank has to ensure efficient work in 2012, which will make it possible to bear the expenses from implementing a wide range of strategic projects. This requires that the following important tasks are solved and that key efficiency indicators are achieved. In the area of finance the Bank plans to ensure its leadership in financial performance on the Russian banking market. This requires increasing the quality of loan portfolios, the recovery of non-performing loans, maintaining the interest margin for all main products and control of operational expenses. Priority tasks for working with customers: significantly improve the perception of the Bank and increase the level of satisfaction from private and corporate clients. As part of this task, the Bank is continuing to work on reducing lines and introducing innovative services and products; increase the share in assets of the Russian banking system by strengthening its position in the main sectors of the financial market. To improve processes and technology, the Bank plans in 2012 to ensure efficient business development and to increase work productivity, as well as to implement a number of critically vital projects and technologies, including: complete the transition to a process-functional model for the bank, ensure centralization, standardization and optimization of operational and support function processes, continue IT-infrastructure centralization; continue redesigning the branch network to ensure efficient implementation of business development tasks. The bank relies greatly on the quality of its management and human resources systems. In 2012, the priorities for this area are: develop the Bank group as a holding structure, develop a single Group policy for risk management and IT; form a single Group corporate culture aimed at continual improvement and readiness for changes and innovation; introduce a comprehensive personnel development system; increase transparency and efficiency of the management of bank activities by developing a balanced scorecard. CEO, Chairman of the Management Board of Sberbank of Russia OJSC /Signature/ H.O. Gref Chief accountant of Sberbank of Russia Director of the accounting and reporting department of Sberbank of Russia OJSC /Signature/ A.V. Kruzhalov 71 Annual report of the bank for 2011, compiled in accordance with the Bank of Russia Instruction of 08.10.2008 No. 2089-U On Preparation of Annual Reports by Lending Institutions Ernst & Young 72 Sberbank of Russia OJSC Auditor's report on the annual Report for 2011 March 2012 Ernst & Young 73 Auditor's report - Sberbank of Russia OJSC Contents Independent auditor's report Appendix Annual report of Sberbank of Russia for 2011 consisting of: Balance sheet as of 1 January 2012 Profit and loss report for 2011 Cash flow statement for 2011 Capital adequacy report, volume of provisions to cover doubtful loans and other assets as of 1 January 2012 Information on statutory ratios as of 10 1 January 2012 Explanatory note Ernst & Young Page 3 6 7 8 9 10 11 2 ZAO Ernst & Young Vneshaudit Sadovnicheskaya Nab., 77, bld 1 Moscow, 115035, Russia Tel.: +7 (495) 705 9700 +7 (495) 755 9700 Fax: +7 (495) 755 9701 OKPO: 00139790 /Logo/ Independent Auditor's report To shareholders of Sberbank of Russia Joint-Stock Company Information on audited entity Name: Joint-Stock Company Sberbank of Russia. Information on the state registration of the credit organisation by the Central Bank of the Russian Federation: No. 1481 dd. 20 June 1991. Information on legal entity registration in the Unified State Register of Legal Entities: state registration certificate No. 1027700132195 dd. 16 August 2002. Address: 19 Vavilova St., Moscow, 117997, Russia Information on the auditor Name: ZAO Ernst & Young Vneshaudit Main state registration number 1027739199333. Address: Sadovnicheskaya Nab., 77, bld 1, Moscow, 115035, Russia 1. ZAO Ernst & Young Vneshaudit is a member of the Non Profit partnership Russian Audit Chamber (NP APR). ZAO Ernst & Young Vneshaudit is registered in the register of auditors and audit organizations of NP APR, registration number 3027, and also included in the control copy of the register of auditors and audit organizations, identification number 10301017410. Ernst & Young 3 /Logo/ ZAO Ernst & Young Vneshaudit Sadovnicheskaya Nab., 77, bld 1 Moscow, 115035, Russia Tel.: +7 (495) 705 9700 +7 (495) 755 9700 Fax: +7 (495) 755 9701 OKPO: 00139790 We have audited the accompanying annual report of the Joint-Stock Company Sberbank of Russia (hereinafter, the Bank), which consists of the balance sheet for 1 January 2012, the profit and loss report for 2011, cash flow statement for 2011, capital adequacy report for volume of reserves to cover doubtful loans and other assets as of 1 January 2011, information on statutory ratios as of 1 January 2012 and an explanatory note. Responsibility of the audited entity for the annual report The Bank's management is responsible for the preparation and authenticity of this annual report in accordance with Russian Federation rules for preparing annual reports, and for the internal control system necessary for preparing the annual report which is free from material misstatements due to fraud or error. Auditor's responsibility Our responsibility is to express an opinion on the authenticity of this annual report on the basis of our audit. We conducted our audit in accordance with federal auditing standards and international auditing standards. These standards require that we comply with ethical norms as well as plan and perform the audit in such a way as to obtain reasonable assurance that the annual report is free from material misstatement. An audit involves performing auditing procedures to obtain audit evidence supporting the amounts and disclosures in the annual report. The choice of audit procedures is subject to our judgment, which is based on the assessment of risk of material misstatements in the annual report, whether due to fraud or error. In making such risk assessment, the auditor examines the internal control system ensuring the preparation and authenticity of the annual report in order to choose appropriate audit procedures, rather than for the purpose of expressing an opinion on the effectiveness of the internal control system An audit also includes evaluating the appropriateness of the accounting policies used and the justification for the estimated figures obtained by the management, as well as evaluation of the overall presentation of the annual report. We believe that the audit evidence that we have obtained provides sufficient and appropriate basis for expressing our opinion. Ernst & Young 4 /Logo/ ZAO Ernst & Young Vneshaudit Sadovnicheskaya Nab., 77, bld 1 Moscow, 115035, Russia Tel.: +7 (495) 705 9700 +7 (495) 755 9700 Fax: +7 (495) 755 9701 OKPO: 00139790 Opinion In our opinion, the annual report reflects, in all material respects, the financial position of the Bank as of 1 January 2012, its financial and business results and cash flow funds for 2011, in accordance with Russian Federation annual report preparation rules. Other information As stated in clause 1 of the explanatory note, in accordance with the Instruction of the Central Bank of the Russian Federation dated 20 January 2009 No. 2172-U On Publishing and Submitting Information on the Activity of Lending Institutions and Bank (Consolidated) Groups (hereinafter - Instruction No. 2172-U), the Bank management decided to publish an explanatory note as part of the annual report on the Bank's website (www.sbrf.ru; www.sberbank.ru). The forms of accounting (balance sheet, profit and loss report, cash flow statement, the report on capital adequacy and amount of provisions to cover doubtful loans and other assets and information on statutory requirements) in accordance with Instruction No. 2172-U are openly published on the bank's website as part of the annual report. This audit report on the accompanying annual report should be considered together with all forms of accounting and explanatory notes, which are an integral part of the annual report. The accompanying annual report does not aim to represent the financial position and results of activities in accordance with accounting principles and methods generally accepted in countries and administrative entities other than the Russian Federation. Accordingly, the accompanying annual report is not intended for persons who are not familiar with the principles, procedures and methods of accounting accepted in the Russian Federation. /Signature/ /Stamp/: Closed Joint-Stock Company 00139790 Moscow Ernst & Young Vneshaudit S.M. Takaev Partner ZAO Ernst & Young Vneshaudit 15 March 2012 Ernst & Young 5 Bank accounting OKATO code Credit organisation code (branch) main state registration registration number number (serial number) 1027700132195 1481 OKPO 45293554000 00032537 BIC 044525225 BALANCE SHEET (disclosure form) as of 1 January 2012 Credit organisation: Joint-Stock Company Sberbank of Russia OJSC Sberbank of Russia Postal address: 19 Vavilova St., Moscow, 117997 Line number Item 1 I 1 2 2.1 3 4 5 6 6.1 7 8 9 10 II 11 12 13 13.1 14 2 Assets 15 16 17 18 III 19 20 21 22 23 OKUD form code 0409806 Quarterly (Annual) RUB. thousands. Data as of Data as of the reporting date relevant reporting date of the previous year 3 4 Cash Funds of credit organisations with the RF Central Bank Mandatory provisions Funds with credit organisations Net securities investments evaluated by fair value through profit or loss Net lending receivables Net securities investments and other financial assets available for sale Investments in subsidiary and related organisations Net investments in securities held to maturity Fixed assets, intangible assets and material resources Other assets Total assets LIABILITIES Credits, deposits and other facilities of the RF Central Bank Funds of credit organisations Funds of non-credit organisation customers Individual deposits Financial liabilities evaluated by fair value through profit or loss Issued debt instruments Other liabilities Provisions for possible losses from contingent loan liabilities, other possible losses and transactions with offshore residents Total liabilities SOURCES OF EQUITY Shareholders’ (members’) capital Treasury shares redeemed from shareholders (members) Paid-in capital Reserve fund Revaluation of securities available for sale at fair value 492,880,738 151,196,647 99,392,457 38,443,527 23,528,226 7,658,870,942 1,140‚033,047 94‚030‚603 417‚065,553 370‚948‚267 126‚452,216 10,419,419,163 322,302,793 128,924,854 50,531,690 61,888,479 31,509,445 5,714,300,721 1‚465,068,808 83,813‚528 354,845,030 317,378,620 127‚028,480 8,523,247,230 565,388,335 477,466,955 7,877,197,651 5,522,845,516 300,000,001 291,093,913 6,666,977,736 4,689,511,661 0 87,222,883 84,730,144 0 111,983,441 76,991,753 26,770,756 9,118,776,724 26,313,232 7,473,360,076 67,760,844 0 228,054,226 3‚527,429 67,760,844 0 223,054,226 3‚527.429 -26.013,504 15‚835.441 24 Revaluation of fixed assets 84,710,995 81‚713.099 25 Retained profit (uncovered losses) of previous years 632,107,538 479,017,552 26 Retained profit (loss) over the reporting period 310,494,911 173,978,563 27 Total sources of equity 1‚300,642,439 1,049,887,154 IV OFF-BALANCE LIABILITIES 28 Irrevocable liabilities of the credit institution 2‚057,720,135 1,059,370‚518 29 Warranties and representations issued by the credit organisation 643,334,969 293,025,181 30 Contingent non-loan liabilities 747,324 0 For line 30 "Contingent non-loan liabilities" data is not shown for January 01, 2011 as such operations were not accounted before 01.01.2011, while the work required to collect this information is unnecessarily high CEO, Chairman of the Management Board of Sberbank of Russia OJSC Chief accountant of Sberbank of Russia Director of the Accounting and Reporting Department of Sberbank of Russia OJSC /Seal/ : SBERBANK * Joint-Stock Company Sberbank of Russia * Moscow H.O. Gref _______________ (signature) A.V. Kruzhalov _______________ (signature) 15 March 2012 Ernst & Young 6 Bank accounting OKATO code OKPO 45293554000 00032537 Credit organisation code (branch) main state registration registration number number (/serial number) 1027700132195 1481 BIC 044525225 PROFIT AND LOSS STATEMENT (disclosure form) for 2011 Credit organisation: Joint-Stock Company Sberbank of Russia OJSC Sberbank of Russia Postal address: 19 Vavilova St., Moscow, 117997 Line number Item 1 1 1.1 1.2 1.3 1.4 2 2.1 2.2 2.3 3 4 2 Interest income, total, including: From depositing funds with credit organisations From loans extended to non-credit organisation customers From rendering financial leasing services From securities investments Interest income, total, including: For raised funds from credit organisations For raised funds from non-credit organisation customers For issued debt instruments Net interest income (negative interest margin) Changing the provisions for possible losses from loans, lending and similar receivables, funds deposited with correspondent accounts, as well as accrued interest income, total, including: Changing the provisions for possible losses from accrued interest income Net interest income (negative interest margin) after making provisions for possible losses Net income from operations with securities evaluated by fair value through profit or loss Net income from operations with securities available for sale Net income from operations with securities held to maturity Net income from foreign currency operations Net income from revaluation of foreign currency Income from participation in the capital of other legal entities Commission income Commission expenses Changing provisions for possible losses from securities available for sale Changing the provisions for possible losses from securities held to maturity Changing the provisions for other losses Other operating income Net income (expenses) Operating expenses Profit (loss) before tax Accrued (paid) taxes Profit (loss) after tax Disbursements from profit after tax, total, including: Distributed among shareholders (members) as dividends Deduction for establishment and replenishment of the reserve fund Retained profit (loss) over the reporting year 4.1 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 23.1 23.2 24 CEO, Chairman of the Management Board of Sberbank of Russia OJSC Chief accountant of Sberbank of Russia Director of the Accounting and Reporting Department of Sberbank of Russia OJSC 3 837,887,816 7,885,809 729,556,638 0 100,445,369 262,061,888 28,280,326 230,620,472 3,161,090 575,825,928 OKUD form code 0409807 Quarterly (Annual) RUB. thousands. Data as of the relevant reporting date of the previous year 4 796,993,292 8,062,768 685,405,195 0 103,525,329 294,160,076 31,006,883 254,878,190 8,275,003 502,833,216 16,393,889 -80,611,020 235,208 -1,790,023 592,219,817 422,222,196 -843,279 1,633,852 8,245,132 -13,693 2,690,612 6,344,991 3,529,344 134,285,740 8,709,750 -28,271 41,098 -5,166,633 13,674,442 746,269,550 337,368,005 408,901,545 98,406,634 310,494,911 0 0 0 310,494,911 14,928,755 -8,454 -14,836,639 16,428,836 1,420,220 118,503,621 6,562,118 1,583,863 -917,097 -6,924,269 13,450,740 560,923,506 318,720,257 242,203,249 68,224,686 173,978,563 0 0 0 173,978,563 Data as of the reporting date /Seal/ : SBERBANK * JointStock Company Sberbank of Russia * Moscow H.O. Gref _______________ (signature) A.V. Kruzhalov _______________ (signature) 15 March 2012 Ernst & Young 7 Bank accounting OKATO code Credit organisation code (branch) main state registration registration number number (/serial number) 1027700132195 1481 OKPO 45293554000 00032537 BIC 044525225 CASH FLOW STATEMENT (disclosure form) for 2011 Credit organisation: Joint-Stock Company Sberbank of Russia OJSC Sberbank of Russia Postal address: 19 Vavilova St., Moscow, 117997 Form code 0409814 Annual Line number Item 1 1 1.1 2 Net cash, obtained from (used in) operations Cash received from (used in) operations before changes to operating assets and liabilities, total, including: Interest received Interest paid Commission received Commission paid Income less expenses for operations with financial assets at fair value through profit or loss, available for sale Income less losses from operations with securities held to maturity Income less expenses for operations with foreign currency Other operating income Operating expenses Tax expenses (compensation) Increase (decrease) of net cash from operating (assets), including: Net increase (decrease) of mandatory provisions in accounts with Bank of Russia Net increase (decrease) of securities investments at fair value through profit or loss Net increase (decrease) of lending receivables Net increase (decrease) of other assets Net increase (decrease) of loans, deposits and other facilities of Bank of Russia Net increase (decrease) of funds of other credit organisations Net increase (decrease) of funds of non-credit organisation customers Net increase (decrease) of financial liabilities at fair value through profit or loss Net increase (decrease) of issued debt instruments Net increase (decrease) of other liabilities Totals of section 1 (item 1.1 + item 1.2) Net cash, obtained from (used in) investment operations Acquisition of securities and other financial assets pertaining to category “available for sale” Proceeds from sale and redemption of securities and other financial assets pertaining to category “available for sale” Acquisition of securities pertaining to category “held to maturity” Proceeds from redemption of securities pertaining to category “held to maturity” Acquisition of fixed assets, intangible assets and material reserves Proceeds from sale of fixed assets, intangible assets and material reserves Dividends received Totals of section 2 (sum of lines 2.1 to 2.7) Net cash, obtained from (used in) financial operations Shareholders’ (members’) contributions to the authorised capital Acquisition of equity shares (stocks) redeemed from shareholders (members) Sale of equity shares (stocks) redeemed from the shareholders (members) Paid dividends Totals of section 3 (sum of lines 3.1 to 3.4) Impact of changes to the official currency exchange rates against the ruble set by the Bank of Russia on cash and cash equivalents Increase (use) of cash and cash equivalents Cash and cash equivalents as of the beginning of the reporting year Cash and cash equivalents as of the end of the reporting year 1.1.1 1.1.2 1.1.3 1.1.4 1.1.5 1.1.6 1.1.7 1.1.8 1.1.9 1.1.10 1.2 1.2.1 1.2.2 1.2.3 1.2.4 1.2.5 1.2.6 1.2.7 1.2.8 1.2.9 1.2.10 1.3 2 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 3 3.1 3.2 3.3 3.4 3.5 4 5 5.1 5.2 CEO, Chairman of the Management Board of Sberbank of Russia OJSC Chief accountant of Sberbank of Russia - Director of the Accounting and Reporting Department of Sberbank of Russia OJSC RUB. thousands. Cash flow for Cash flow for the reporting the previous period reporting period 3 4 308,499,437 256,623,701 820,253,346 -260,291,556 134,379,929 -8,648,814 782,670,013 -281,103,660 117,967,470 -6,529,045 296,396 1,698,402 0 2,686,708 13,164,026 -303,303,254 -90,037,344 -325,122,503 -48,860,767 7,525,040 9,347,443 265,388,334 174,482,724 1,141,839,491 0 -20,800,487 -10,101,215 -16,623,066 -8,454 -14,836,812 13,321,348 -287,811,982 -68,743,579 559,507,560 -9,959,208 -15,834,228 -641,168,303 2,541,471 -199,999,999 147,835,500 1,283,128,350 0 -10,626,173 3,590,250 816,131,261 -741,968,529 -2,106,370,199 1,042,724,061 1,507,289,497 -77,705,943 18,587,919 -81,289,404 761,592 3,536,398 164,646,094 -92,622,805 2,240,303 -48,736,853 543,459 1,400,446 -736,256,152 0 0 0 -20,950,570 -20,950,570 0 0 131 -2,204,212 -2,204,081 -7,128,818 2,753,509 119,943,640 462,570,304 582,513,944 80,424,537 382,145,767 462,570,304 -1,843,943,066 /Seal/ : SBERBANK * Joint-Stock Company Sberbank of Russia * Moscow H.O. Gref _______________ (signature) A.V. Kruzhalov _______________ (signature) 15 March 2012 Ernst & Young 8 Bank accounting OKATO code OKPO 45293554000 00032537 Credit organisation code (branch) main state registration registration number number (/serial number) 1027700132195 1481 BIC 044525225 CAPITAL ADEQUACY REPORT, VOLUME OF RESERVES TO COVER DOUBTFUL LOANS AND OTHER ASSETS (disclosure form) as of 1 January 2012 Credit organisation: Joint-Stock Company Sberbank of Russia OJSC Sberbank of Russia Postal address: 19 Vavilova St., Moscow, 117997 OKUD form code 0409808 Quarterly (Annual) Line number 1 I 1.1 1.1.1 1.1.2 1.2 1.3 1.4 1.5 1.5.1 1.5.2 1.6 1.7 1.8 2 3 4 4.1 4.2 4.3 4.4 Item 2 Equity (capital) (thousand RUB), total, including: Authorised capital of the credit institution, including: Par value of registered common shares (stocks) Par value of registered preferred shares Treasury shares redeemed from shareholders (members) Paid-in capital Reserve fund of the credit organisation Financial result of operations assumed in calculation of equity (capital): of previous years of the reporting year Intangible assets Subordinated credit (loan, deposit, bonded loan) Sources (part of sources) of additional capital for formation of which investors have used inappropriate assets Norm of equity (capital) adequacy, (percent) Actual value of equity (capital) adequacy, (percent) Actual provisions established for possible losses (thousand RUB), total, including: from loans, lending and similar receivables from other assets related to risk of possible losses, and other losses From contingent loan liabilities disclosed in off-balance accounts, and future transactions From operations with offshore residents Data for the beginning of the reporting year 3 1,241,875,781 67,760,844 64,760,844 3,000,000 0 228,054,226 3,527,429 Increase (+)/ reduction (-) over reporting period 4 273,903,977 0 0 0 0 0 0 Data as of reporting date 5 1,515,779,758 67,760,844 64,760,844 3,000,000 0 228,054,226 3,527,429 645,865,340 285,529,549 931,394,889 480,319,608 165,545,732 1,231,352 3,000,000 153,148,537 132,381,012 1,323,982 0 633,468,145 297,926,744 2,555,334 3,000,000 0 0 0 10.0 17.7 х х 706,778,441 -28,925,639 677,852,802 667,663,122 -33,406,113 634,257,009 12,802,087 4,488,039 17,290,126 26,212,240 30,346 26,242,586 100,992 -37,911 63,081 Reference section: 1 Formation (replenishment) of provisions for possible losses from loans, lending and similar receivables in the reporting period (thousand RUB), total, including due to: 1.1 issue of new loans 1.2 change of loan quality 1.3 change to official currency exchange rate against the RUB, set by the Bank of Russia 1.4 other reasons 2 2.1 2.2 2.3 2.4 2.5 Recovering (decreasing) of provisions for possible losses from loans, lending and similar receivables in the reporting period (thousand RUB), total, including due to: writing off bad loans repayment of loans change of loan quality change to official currency exchange rate against the ruble, set by the Bank of Russia other reasons CEO, Chairman of the Management Board of Sberbank of Russia OJSC Chief accountant of Sberbank of Russia Director of the Accounting and Reporting Department of Sberbank of Russia OJSC 10.0 15.0 /Seal/ : SBERBANK * JointStock Company Sberbank of Russia * Moscow 279,524,809 149,793,896 103,529,938 1,301,421 24,899,554 312,930,922 16,975,173 230,103,172 43,771,499 56,148 22,024,930 H.O. Gref _______________ (signature) A.V. Kruzhalov _______________ (signature) 15 March 2012 Ernst & Young 9 Bank accounting OKATO code OKPO 45293554000 00032537 Credit organisation code (branch) main state registration registration number number (/serial number) 1027700132195 1481 BIC 044525225 INFORMATION ON STATUTORY RATIOS (disclosure form) as of 1 January 2012 Credit organisation: Joint-Stock Company Sberbank of Russia OJSC Sberbank of Russia Postal address: 19 Vavilova St., Moscow, 117997 Line number Indicator 1 1 2 3 4 5 2 Capital adequacy ratio of the bank Instant liquidity ratio of the bank (N2) Current liquidity ratio of the bank (N3) Long-term liquidity ratio of the bank (N4) Maximum risk limit per borrower or group of related borrowers (N6) 6 7 Maximum limit of large credit risks (N7) Maximum amount of loans, bank guarantees and warranties issued by the bank to its members (shareholders) (N9.1) Aggregate risk ratio of the bank’s insiders (N10.1) Ratio of the bank’s equity (capital) used for purchasing shares (stocks) with other legal entities (N12) Ratio of the amount of liquid assets with maturity within the next 30 calendar days against the amount of liabilities of nonbank settlement credit institutions (N15) Ratio of maximum aggregate loans to customers involved in settlement for completion of settlement (N16) Ratio of loans to borrowers, other than those involved in settlement, from non-bank settlement credit institutions on their own behalf or for their own account (N16.1) Minimum ratio of mortgage-backed loans to own equity (capital) (N17) Minimum ratio of mortgage cover and mortgage backed bonds in issue (N18) Maximum ratio of aggregate liabilities of the issuing credit organisation to lenders ranking in priority to liabilities to holders of mortgage-backed bonds in accordance with federal laws to own equity (capital) (N19) 8 9 10 11 12 13 14 15 CEO, Chairman of the Management Board of Sberbank of Russia OJSC Chief accountant of Sberbank of Russia Director of the Accounting and Reporting Department of Sberbank of Russia OJSC Standard values 3 10.0 15.0 50.0 120.0 25.0 800.0 OKUD form code 0409808 Annual Interest Actual values as of the reporting date as of the previous reporting date 4 5 15.0 17.7 50.8 80.6 72.9 103.0 87.3 78.0 maximum 17.3 maximum 17.9 minimum 0.1 minimum 0.1 125.3 80.0 50.0 0.0 0.0 3.0 0.9 0.9 25.0 0.7 0.1 /Seal/ : SBERBANK * JointStock Company Sberbank of Russia * Moscow H.O. Gref _______________ (signature) A.V. Kruzhalov _______________ (signature) 15 March 2012 Ernst & Young 10 Explanatory Note to the 2011 Annual Report of OJSC Sberbank of Russia Prepared in accordance with requirements of Directive #2089-U of the Bank of Russia dated 8 October 2008 On Preparation of Annual Reports by Lending Institutions Contents 1. Introduction to the Explanatory Note ..................................................................................... 3 2. Core Business of Sberbank. Banking products. Licenses ...................................................... 3 3. Economic Environment in which Sberbank Operates. An Overview of Significant Changes in Operations, Events That Affected/Could Affect the Financial Sustainability, Policy (Strategy) of the Bank for the Reporting Period ................................. 5 4. 2011 Results in Brief .............................................................................................................. 8 4.1. Main Operating Outcomes................................................................................ 8 5. Bank's Operations that Have the Most Significant Impact on Profit or Loss Changes. Bank's Operations in Different Geographical Regions .......................................... 9 6. Prospects of the Bank's Development .................................................................................. 12 7. An Overview of Risks Related to Different Operations of the Bank ......................................... 13 7.1. 7.2. 7.3. 7.4. 7.5. 7.6. 7.7. 7.8. 7.9. 7.10. Country Concentration of Assets and Liabilities of the Bank ......................... 13 Credit Risk ...................................................................................................... 14 Liquidity Risk .................................................................................................. 21 Market Risk ..................................................................................................... 22 Legal Risk ....................................................................................................... 23 Strategic Risk .................................................................................................. 24 Operating Risk ................................................................................................ 24 Risk of Loss of Business Reputation ............................................................... 25 Information on Operations/Transactions with the Bank's Related Parties ................................................................................................ 25 Off-balance-sheet liabilities, fixed-term transactions and reserves created .............................................................................................. 26 8. Details of Disbursements/Remuneration to Key Management Staff ................................... 27 9. Expected share dividends to be paid and distribution of net earnings of the Bank for 2011. History of dividend payment and distribution of net earnings ................................... 28 10. Earnings per share ................................................................................................................ 28 11. Branch Network of the Bank................................................................................................ 29 12. Sberbank of Russia Banking (Consolidated) Group ............................................................ 30 13. Membership the Bank’s Supervisory Board and its Changes in 2011. Information on the shares/interests in the Bank held by the members of the Supervisory Board ........... 31 14. Material Information on Valuation Methods and Material Accounts .................................. 34 14.1. 14.2. 14.3. 14.4. 14.5. 14.6. 14.7. 14.8. 14.9. Data Comparability in Disclosure Reporting Forms ..................................... 34 Principles and Methods of Valuation and Accounting of Individual Balance-Sheet Items ...................................................................... 34 List of Material Changes in the Accounting Policy ........................................ 35 Brief Information on Balance-Sheet Items Inventory ..................................... 35 Information on Receivables and Payables...................................................... 35 Information on Adjusting Events after the Reporting Date ............................ 35 Non-Adjusting Events after the Reporting Date ............................................. 36 Information on Failures to Comply with Accounting Rules ........................... 36 Changes in the Bank’s Accounting Policy for 2012 ....................................... 36 2 1. Introduction to the Explanatory Note This Explanatory Note has been prepared pursuant to requirements of Directive #2089-U23 of the Bank of Russia dated 8 October 2008; is part of the 2011 Annual Report of OJSC Sberbank24 of Russia prepared pursuant to Russian Accounting Standards (hereinafter RAS) and does not include data from consolidated statements of the Bank's Group; utilizes data of published reporting forms prepared pursuant to Directive #2089-U of the Bank of Russia and Directive #2332-U of the Bank of Russia25 and internal statistical reporting forms of the Bank with events following the reporting date taken into account Figures provided in the Explanatory Note are for 2011 and 2010. Their values are comparable and commensurate. The Bank's management resolved to publish this Explanatory Note as part of the Annual Report posted on the Bank's website (www.sberbank.ru). Forms of the Annual Report (the Statement of Financial Position, the Profit and Loss Statement, the Cash Flow Statement, the Statement of Capital Adequacy, Allowance for Doubtful Loans and Other Assets, and details of reserve requirements) are openly published and posted on the Bank's website within its Annual Report subject to Directive #2172-U26 of the Bank of Russia. 2. Core Business of Sberbank. Banking products. Licenses Core banking activities: Corporate business: maintenance of settlement and current accounts, deposits, all types of finance, bank guarantees, support of clients' export and import transactions, collection, cash services, conversion services, money transfers made by retail clients to legal entities, transactions in promissory notes etc. Retail business: banking services provided to retail clients such as deposits, lending, maintenance of bank cards, transactions in precious metals, transactions in deposit certificates and promissory notes, purchase and sale of foreign currencies, money transfers, payments, safe custody of valuables etc. Operations in financial markets: transactions in securities, derivatives, funds placed and attracted in the interbank market, funds raised in capital markets, foreign currency transactions etc. 23 24 25 26 Directive #2089-U of the Bank of Russia dated 8 October 2008 On Preparation of Annual Reports by Lending Institutions (hereinafter the BoR Directive #2089-U) Hereinafter Sberbank of Russia, Sberbank, the Bank Directive # 2332-U of the Bank of Russia dated 12 November 2009 On the List, Form and Procedure of Preparation and Submission of Reporting Forms by Lending Institutions to the Central Bank of the Russian Federation (hereinafter the BoR Directive #2332-U) In accordance with Directive #2172-U of the Bank of Russia dated 20 January 2009 On Publication and Submission of Information about Operations of Lending Institutions and Banking (Consolidated) Groups, the decision to make a publication of the Explanatory Note to the Annual Report and the manner thereof is made by the lending institution independently 3 Sberbank offers its clients a wide range of banking products and services within the core activities listed above. In addition to banking operations, the Bank carries out the following types of transactions: grant of surety for third parties; acquisition of claims from third parties; cash management trust; professional activities in the securities market, including broking, dealing and deposit operations; other operations and services. Licenses under which Sberbank carries out its operations are listed below: Type of license License # Date received Authority that issued the license License valid till General license for banking operations in rubles and foreign currencies 1481 30 August 2010 Central Bank of the Russian Federation Unlimited License for banking operations of raising deposits and placing precious metals, and other operations in precious metals 1481 30 August 2010 Central Bank of the Russian Federation Unlimited License of a professional member of the securities market for broking activities 077-02894-100000 27 November 2000 Federal Service for Financial Markets Unlimited License of a professional member of the securities market for dealing activities 077-03004-010000 27 November 2000 Federal Service for Financial Markets Unlimited License of a professional member of the securities market for securities management activities 077-03099-001000 27 November 2000 Federal Service for Financial Markets Unlimited License of a professional member of the securities market for depositary activities 077-02768-000100 8 November 2000 Federal Service for Financial Markets Unlimited License for activities of a specialized depositary of investment funds, mutual funds and nongovernmental pension funds 22-000-1-00012 4 October 2000 Federal Service for Financial Markets Unlimited License for execution, as part of stock market trading, by a stock market intermediary of derivative contracts with a commodity as the underlying asset № 1496 24 December 2009 Federal Service for Financial Markets Unlimited Information on the Bank's involvement in the system of Deposits’ Mandatory Insurance of retail clients in banks of the Russian Federation Sberbank of Russia is a member of the deposit insurance system. Sberbank was entered in the Register of Banks Enrolled in the Deposit Mandatory Insurance System on 11 January 2005. Sberbank makes quarterly insurance payments to the Fund of Deposits’ Mandatory Insurance as required by Russian laws. In 2011, Sberbank's expenses related to charges paid to the Fund of Deposits’ Mandatory Insurance reached 19.8 bn Rubles, 21.5 % more than in 2010. This growth resulted from an increase in funds raised from retail clients. 4 3. Economic Environment in which Sberbank Operates. An Overview of Significant Changes in Operations, Events That Affected/Could Affect the Financial Sustainability, Policy (Strategy) of the Bank for the Reporting Period The Russian economy developed in 2011 against the backdrop of ambiguous foreign economic conditions. Global trends in international financial markets were primarily related to low or negative growth rates in developed countries, the economy of which is characterized by a significant degree of foreign and domestic debt. In the US, these problems manifested themselves in a slow recovery of the economy in the context of political controversies. Europe suffered from an intensifying debt crisis. As a result, the volatility of the Russian stock and forex markets spiked. In particular, in the second half of the year the ruble depreciated from 28.1 RUB/USD in July to 32.2 RUB/USD by year's end in the context of a worsening financial crisis in the Eurozone. The Russian economy continued its recovery growth. According to preliminary estimates of the Federal Service for State Statistics, in 2011 GDP was up by 4.3 %. It was mainly boosted by consumer spending and restoration of enterprises' stocks. In general, the 2011 growth was based on domestic demand, both in the consumer and investment segments. Foreign demand fell significantly in conditions of global instability, causing deterioration in export-oriented sectors of the Russian economy. Growth slowed down in the extractive industry; growth in the processing industry failed to regain pre-crisis levels. Real income of the population barely increased in 2011. That said, retail trade turnover grew 7.2% as a result of realization of deferred demand, growth in consumer lending and a lower rate of savings. This had an impact, among other things, on the dynamics of retail services of Russian banks: The growth rate in deposits of retail clients (21 %) slowed down in the banking sector as compared to previous year (31 %). The deposit growth rate in Sberbank was 18 %, below the average market figure. As a result, the Bank's share in this segment fell from 47.9 % to 46.6 %. Banks were actively developing retail lending. Loans granted to retail clients added more than a third during the year (36 %). In this respect, Sberbank demonstrated growth in this area comparable to the market and managed to maintain its market share at 32 %. Russian banks were actively collaborating with Russian companies and enterprises with 26% more funds raised from and 27 % more loans granted to them. Sberbank also successfully cooperated with corporate clients, especially in terms of lending, where the Bank managed to enhance its market presence from 31.3 % to 32.9 %. In general, development of the Russian banking system in 2011 was distinctively marked by the fact that lending growth rates were higher than client deposit growth rates. This applied additional pressure on the liquidity of the banking system in the second half of the year. The first half of the year was characterized by a surplus of bank liquidity. In order to reduce it and dampen down inflationary pressure on the economy, the Bank of Russia starting taking measures in February 2011 intended to tighten monetary and lending policy: banks' reserve requirements were raised three times during the year, the refinancing rate was increased twice, the deposit rate of the Bank of Russia was increased four times. The interbank market's liquidity sharply fell in Q3 in the context of global instability and difficulty that Russian borrowers faced in raising foreign finance. Interbank interest rates significantly grew with MosPrime rates for overnight loans rising from 2.9% early that year to 6.5 % in December. The Bank of Russia sharply increased amounts available for REPO transactions, and the Ministry of Finance made deposits in banks in order to maintain low lending rates in the productive sector. 5 Clients' funds remained the main source of funding for Sberbank. Nevertheless, like in the banking system overall, their growth rates lagged behind lending rates. In this respect, Sberbank took measures to raise an additional amount of liquid funds. Sberbank obtained additional ruble liquidity by attracting funds from the Bank of Russia through direct REPO transactions, having the Bank of Russia grant secured loans27 and reducing investments in government securities (the volume of ruble-denominated government securities in the Bank's portfolio lost over 400 bn rubles during the year). Additional liquidity in foreign currency resulted from issuing a bonded debt and obtaining a syndicated loan, and through trade finance operations. Positive sentiment prevailed in Q1 2011 in the Russian stock market. Nevertheless, subsequent events such as an escalating lack of confidence in further growth of the global economy and the continuing crisis of trust in the Eurozone caused global stock markets to plummet twice, in August and September. Ultimately, the MICEX index was 17% below early 2011 levels by year's end. Sberbank's28 market capitalization also fell from 76.1 to 54.8 bn US dollars though the Bank remained in the world’s Top 20 banks in terms of market capitalization . The quality of loan portfolios of banks continued improving in 2011. During the year, the share of overdue debt on loans granted to legal entities and retail clients in the banking sector decreased from 5.5 % to 4.6%. Sberbank was also particularly focused on the quality of its portfolio. It continued operations as part of business processes launched back in 2010 to recover bad debt29. Systemic collaboration with large, medium, small and micro business on bad debt helped to reduce legal entities' overdue debt by 33 bn rubles. Overdue debt of retail clients added 2.3 bn rubles which, however, is insignificant as compared to the total portfolio worth in excess of 1.8 trillion rubles. The fixed-term loan portfolio was growing fast. All measures taken together allowed the Bank to reduce the share of overdue debt on client loans from 5.0% to 3.4% and improve the quality of the loan portfolio compared with the aggregate portfolio of the banking system. In 2011 Sberbank restored reserves for a number of loans as part of planned arrangements with bad assets. As a result, expenses incurred in creating reserves significantly fell by year's end even though the Bank continued creating reserves for new loans. This had a positive impact on the growth of earnings which hit a new record and reached 46.5 % of the total earnings of the country's banking system30. Sberbank's share in different segments of the financial market: 2011 2010 Assets 26,8% 27,3% Capital 29,1% 26,4% Loans to corporate clients 32,9% 31,3% Loans to retail clients 32,0% 31,9% Funds from corporate clients 14,5% 15,9%* Funds from retail clients 46,6% 47,9% Earnings before income tax 46,5% 39,2% *The 2010 figure adjusted for changes made in 2011: funds in precious metals excluded 27 28 29 30 Regulation #312-P on the Bank of Russia's Procedure of Granting Loans Secured by Assets or Surety to Lending Institutions dated 12 November 2007 According to FT Global 500 Technological scheme #2000 of collaboration between divisions of JSC Sberbank of Russia when implementing the “case-by-case” model of collection of bad assets; provisional technological scheme #2051 of early collection of overdue debt in the Small and Micro Loans segment; Rules of Procedure #278 for handling bad assets Share in the earnings of the banking system before tax with no events following the reporting date taken into account. Source – Review of the Banking Sector of the Russian Federation (online version) No.113, March 2012 6 While dealing with relevant issues related to the current situation in the market and the economy as a whole, Sberbank continued developing within the approved Strategy31: 2011 became the third year of implementation of the Strategy, and its progress is overall successful and within the schedule. In retail business, Sberbank managed to reduce lines significantly and improve the quality of service. The share of clients that have to wait in line for over 15 minutes32 fell from 41% to 13% in a year. Federal campaigns of sales and retail client loyalty programs launched in late 2011 had a sizable impact. In December, retail clients were granted loans totaling over 190 bn rubles which is the maximum figure for the Bank. This immediately strengthened Sberbank's position in the retail loans market (with the Bank's share growing 0.6% in December) and pushed the Bank up to 1st place in the credit card market in terms of debt volume. The Bank was actively promoting its services provided via remote channels throughout the year. As a result, the number of active consumers of these services increased several times: 3.4 times for Sberbank Online, 3.8 times for mobile banking, and 2.4 times for online trading. By the end of 2011, Sberbank managed to increase significantly its market share in lending to corporate clients, by 1.6 % to 32.9%. In the Bank’s opinion, the growth of its share stems from implementation of strategic initiatives in collaboration with corporate clients. For example, a range of trade finance products was developed for corporate business clients. As a result, Sberbank's share in the market of trade finance and documentary business reached about 40%. The Trust loans granted under the Loan Factory technology was in particular demand among clients. Over 48,000 clients received them in 2011. Services provided to corporate clients via remote channels are actively developing. The number of users of remote banking services systems for legal entities exceeded 260,000 clients. In 2011 Sberbank continued developing its overseas network.. While strengthening its subsidiary banks' positions in CIS markets, the Bank started creating growth points in Central and Eastern Europe and Switzerland. Sberbank created a new business unit within the program of integration with Troika Dialog — Wealth Management. Its projects include development of broking operations and asset management operations. Rapid growth of its business is accompanied by improvements in support functions. In particular, in 2011 the Bank opened Europe's largest data processing center, and work continued to bring together IT systems of territorial banks. 5 new centers supporting client operations were opened in 2011. Centralization and standardization of operating processes and functions added to growth in performance of business processes. The Bank completed the diagnostics stage and seriously set about the implementation of a program of end-to-end optimization of functions performed by supporting divisions. High development rates of business and supporting functions require that an adequate controls and risk management system should be built. By the end of 2011, Sberbank managed to improve significantly the risk management system. For example, it allows assessing risks of over 50,000 retail loans a day with an invariably high quality of the loan portfolio. 31 32 The 2014 Sberbank of Russia Development Strategy (hereinafter, the Strategy) was approved by the Supervisory Board of Sberbank of Russia in October 2008 Data gathered in internal structural divisions equipped with the Line Management System 7 When pursuing its development strategy, the Bank is especially focused on developing the HR management system. Employees are regularly tested to make decisions on new assignments and personnel rotation. About half of the Bank's entire staff undergoes annual training within different professional development programs. The transition continued to a grade-based system and a new incentive and remuneration system, introduced in over 4,000 city internal structural divisions. Sberbank consistently develops management reporting tools in order to make sure that right management decisions are made. Work is done to build a management information system (MIS) and a centralized data repository, a program for implementation of a balanced scorecard system and development of standard management reports was launched. 4. 2011 Results in Brief 4.1. Main Operating Outcomes 2011 was completed by Sberbank with the following economic figures33: mln rubles Assets Earnings before tax Earnings after tax Capital 2011 10,419,419 408,902 310,495 1,515,780 Calculated pursuant to Regulation #215-P 34 2010 8,523,247 242,203 173,979 1,241,876 % change 22.2% 68.8% 78.5% 22.1% of the Bank of Russia, the Bank's capital grew 22.1% in 2011. The source of the growth in the capital was the net profit earned Sberbank's Ratings Awarded by International Agencies Sberbank's ratings compared with ratings of the Russian Federation: 1 January 2012 Fitch Ratings Moody's Long-term rating in a foreign currency: Sberbank Russian Federation Rating of international liabilities Loan participation notes issued as part of Sberbank's Financial and Logistic Support program RF Eurobonds 1 January 2011 Fitch Ratings Moody's BBB BBB Baa1 Baa1 BBB BBB Baa1 Baa1 BBB A3 BBB A3 BBB Baa1 BBB Baa1 On 8 April 2011, Fitch Ratings upgraded Sberbank's individual rating from C/D to C and later, on 25 January 2012, discontinued these ratings for all financial institutions by replacing them with the Sustainability Rating. Sberbank was awarded the Sustainability Rating of bbb. This rating describes the Bank's creditworthiness without external support. 33 34 Hereinafter, figures represented in tables may different from estimates as a result of rounded data Regulation No.215-P on the Methodology of Determination of Own Funds (Capital) of Lending Institutions approved by the Bank of Russia on 10 February 2003 8 5. Bank's Operations that Have the Most Significant Impact on Profit or Loss Changes. Bank's Operations in Different Geographical Regions Aggregate Profit and Loss Statement mln rubles Net interest income Total interest income On funds in lending institutions On loans to legal entities and retail clients On investments in securities Total interest expense On funds from lending institutions On funds from legal entities On funds from retail clients On issued debentures Change in reserves Net income generated by securities transactions Net income generated by foreign currency transactions Net fee income Other operating income Operating costs Earnings before tax Assessed (paid) taxes Earnings after tax 2011 575,826 837,888 7,886 729,557 100,445 (262,062) (28,280) (43,141) (187,479) (3,161) 11,240 7,388 9,036 125,576 17,204 (337,368) 408,902 (98,407) 310,495 2010 502,833 796,993 8,063 685,405 103,525 (294,160) (31,007) (41,702) (213,176) (8,275) (86,869) 16,554 1,592 111,942 14,871 (318,720) 242,203 (68,225) 173,979 Growth, % 14.5% 5.1% (2.2%) 6.4% (3.0%) (10.9%) (8.8%) 3.5% (12.1%) (61.8%) (112.9%) (55.4%) 467.5% 12.2% 15.7% 5.9% 68.8% 44.2% 78.5% Operating income before creation of reserves35 made by the Bank in 2011 reached 735.0 bn rubles against 647.8 bn rubles by end of 2010. Net interest income and net fee income were better than in 2010. The Bank increased its net interest income by 14.5%. Its 2011 amount was 575.8 bn rubles in absolute terms. The increase of net interest income was possible owing to both growth of interest yields and a drop in interest expenses. Interest income36 added 5.1% reaching 837.9 bn rubles because of growing income from lending of legal entities and retail clients. Over half of the Bank's interest income is generated by loans to legal entities. The amount of interest paid under loans to legal entities added 0.7% or 3.5 bn rubles during the reporting year, reaching 489.0 bn rubles. The loan portfolio of legal entities 37 increased 34.1% over the year and was about 6.4 trillion rubles. The overall worth of loans granted by the Bank during the year to legal entities exceeded 5.5 trillion rubles, 28% more than in 2010. Interest income generated by lending to retail clients rose 20.9 % or 37.3 bn rubles to 215.5 bn rubles, larger lending volumes being the main factor of income growth. Sberbank's retail loan portfolio grew 36.6 % during the year (11.3 % the year before) to about 1.8 trillion rubles. Such significant portfolio growth was, in many respects, facilitated by special promotions and programs carried out by Sberbank throughout the reporting year. In addition, portfolio growth is boosted by operations via the Loan 35 36 37 Operating income before creation of reserves is calculated in Form 0409807 as follows: line 18 minus line 16 minus line 15 minus 14 minus line 14 As required by BoR Directive #2332-U, interest income includes interest on loans, fee income generated by lending operations, interest income for previous years, fines and penalties The size of the loan portfolio of legal entities given before deductions made towards reserves 9 Factory technology that the Bank has been developing since 2008. In 2011, all territorial banks were using this technology to grant consumer and car loans and started processing requests for housing loans. Previous year's income, fines and penalties were collected by the Bank from its clients within its planned effort aimed at bad assets as part of restructuring or sale of assets. In 2011, 11.6 bn rubles of the income type in question was received against 12.3 bn rubles the year before. Income from sale of insurance products38 in 2011 reached 13.4 bn rubles against 9.4 bn rubles the year before. This comes as evidence that there is demand for banking insurance programs among the Bank's clients. Interest income generated by securities investments fell 3.0% or by 3.1 bn rubles to 100.4 bn rubles. Despite a 15.9% reduction in the securities portfolio held by the Bank, interest income it generated barely changed against the year before. This came as a result of structural changes in the Bank's securities portfolio: the share of governmental securities went down from 67% to 52% after bonds of the Bank of Russia and certain series of the Federal Bonded Debt were redeemed, and the share of higher-yield securities such as corporate bonds increased from 20% to 31%. Here, the Bank was primarily purchasing bonds included in the Pawn List of the Bank of Russia. Interest income on funds placed in lending institutions lost 2.2% and fell to 7.9 bn rubles because of a reduction in investments made in the Bank of Russia. Interest expenses came down 10.9% or 32.1 bn rubles mainly because of expenses on funds from retail clients. Interest expenses were 262.1 bn rubles in the year. Interest expenses on funds from retail clients fell most dramatically, 12.1% or by 25.7 bn rubles. Their 2011 volume was 187.5 bn rubles. However, the amount of deposits was steadily increasing, with their balance growing 17.8% or 833 bn rubles over the year to 5,523 bn rubles. A reduction in interest expenses and a parallel growth in deposit volumes were mainly based on the following factors: the Bank repeatedly lowered deposit interest rates during the two preceding years: In 2011, 2-plus year deposits opened in 2009 and 1-plus year deposits opened in 2010 were extended or replaced with deposits at lower rates as the Bank made several decisions in 2009 and 2010 to lower interest rates for the given deposits. This had a positive impact and reduced the overall cost of funds from retail clients; growth of the balance on clients' bank card accounts and their share in the structure of funds from retail clients. On the contrary, interest expenses on funds from legal entities increased 3.5% or by 1.4 bn rubles to 43.1 bn rubles. Their growth is caused, in many respects, by higher interest rates in the market in 2011 as compared to 2010. Interest expenses on issued debentures39 fell 61.8% or 5.1 bn rubles to 3.2 bn rubles. This item's dynamics were primarily affected by the Bank's decision to cut interest rates for promissory notes of legal entities. Net income generated by securities operations fell 9.2 bn rubles during the year to 7.4 bn rubles. The greatest income was generated by stocks and corporate bonds. 38 39 Symbol 12406 “Income Consultation and Information Services” for retail clients that reflects major incomes from the sale of insurance products. Other revenues from similar activities are entered in Symbol 16202 “Fee Charges for Intermediary Services under Broking and Similar Contracts” and, pursuant to Rules for completing Form 0409807, are entered in the “Fee Income” item. Sberbank does not act as the insurer during the sale of insurance products. Total income generated by the sale of insurance products in 2011 was 14 bn rubles. This figure includes net income from operations with securities, valued fairly through profit and loss, available for sale and kept till redemption (Line 6, Line 7 and Line 8, Form 0409807) 10 Net income on foreign currency transactions40 increased from 1.6 bn rubles in 2010 to 9.0 bn rubles in 2011. The difference in income amounts results, to a large degree, from net income on conversion operations that include the financial result for fixed-term transactions (currency SWAP transactions). Subject to RAS, the financial result of these transactions was significantly dispersed in time, and net income on conversion operations was affected by the cash side of transactions not closed by the reporting date.41 Currency SWAP transactions are made by the Bank to maintain liquidity in different foreign currencies required to conduct business. Net fee income rose 12.2% to 125.6 bn rubles. Growth was based on fee income generated by transactions with bank cards, acquiring, bank guarantees, salary projects, cash and settlement operations. Fee income related to budget funds, maintenance of accounts and securities transactions fell. In 2011 the Bank generated income from42 release of provisions in the amount of 11.2 bn rubles, while in 2010 the Bank's expenses incurred in creating reserves amounted to 86.9 bn rubles. Dynamics of reserves is based mainly on loan reserves: income from release of provisions in 2011, as part of planned arrangements with bad assets, amounted to 16.4 bn rubles as compared to expenses of 80.6 bn rubles in 2010. The Bank also continued to create reserves for newly issued loans. Operating income after creation of reserves was 1.3 times that of the previous year. Operating costs of the Bank grew 5.9% to 337.4 bn rubles. Items that mostly affected the growth in operating costs: planned growth of the cost of maintaining personnel; administrative and business expenses that accompany development of a business; charges transferred to the Fund of Deposits’ Mandatory Insurance and increased as a result of larger deposits. Growth in operating costs was checked by: a reduction in the negative revaluation of transactions in precious metals; a lower cost of assignment of own claims. In 2011 Sberbank produced a financial result that exceeded results of the previous year: 40 41 42 2011 earnings before tax amounted to 408.9 bn rubles (in 2010: 242.2 bn rubles). 2011 earnings after tax amounted to 310.5 bn rubles (in 2010: 174.0 bn rubles) This figure includes net income on foreign currency transactions and net income on foreign currency revaluation (Line 9 and Line 10, Form 0409807) Starting on 1 January 2012, the record-keeping of transactions under contracts for derivative financial instruments was amended as required by Russian laws (see section “Changes in the Bank's Accounting Policy for 2012” of this document) This figure includes changes in the allowance for possible losses under loans, securities and other losses (Line 4, Line 14, Line 15 and Line 16, Form 0409807) 11 Information on different operations carried out by the lending institution in a number of geographical regions The Bank offers a complete package of services throughout the Russian Federation. Sberbank of Russia is also represented in other countries' markets: through subsidiary banks43 – in the Republic of Kazakhstan, Ukraine and the Republic of Belarus which offer banking services in their respective regions by raising funds from retail clients and corporate clients, performing money transfers, lending to individual and corporate borrowers etc. through its branch in India (New Delhi) – as of 1 January 2012 the branch carries out exclusively its own operations in the Indian market (see section “Branch Network of the Bank” of this Explanatory Note). 6. Prospects of the Bank's Development For the purposes of successful implementation of the 2014 Sberbank of Russia Development Strategy, in 2012 the Bank should ensure performance levels that would sustain costs of implementation of a wide range of strategic projects. This requires dealing with the following main objectives and achieving key performance indicators. In terms of finance, the Bank plans to become a leader in financial results in the Russian banking market which requires, in turn, effort to improve the quality of the loan portfolio, ensure repayment of unserviced loans, maintain the interest margin on all major banking products, and control operating costs. Priority objectives for client operations: a significant improvement in perceptions of the Bank and higher satisfaction levels of both individual and corporate clients. While handling this objective, the Bank will pursue its effort to shorten lines in its client services divisions and implement innovative services and products to make the Bank more attractive for segments with a high development potential in the future; an increase in its share of the Russian banking system's assets by strengthening its positions in major segments of the financial market. As part of improvement of processes and technologies in 2012, the Bank plans to encourage effective development of its business, boost staff productivity and implement a number of critical projects and technologies by: completing the Bank's transition to a process-and-functional model; carrying out process centralization, standardization and optimization in operating and support functions; continuing centralization of its IT infrastructure; continuing creation of the Bank's network of divisions as a modern standardized sales and client services channel that helps to deal effectively with business development objectives and corresponds to a new brand and corporate style of the Bank. 43 This explanatory note does not contain information on subsidiaries. As of 1 january 2012, Sberbank holds the following: 99.9977% of the shares pf DB AO Sberbank (Kazakhstan) 100% of the shares in OAO SBERBANK OF RUSSIA (Ukraine) 97.9055% of the shares in OAO BPS-Sberbank (Republic of Belarus). 12 The Bank's success depends in many respects on the quality of its management and HR system. The 2012 top priority in this area involves: developing the Bank's management model based on a holding structure. The Group's unified policies of risk management and information technologies will be developed after the Bank's international strategy is brought up to date; encouraging a corporate culture typical of the entire Group of Sberbank of Russia and aimed at consistent improvement, openness to changes and innovations; implementing a comprehensive HR development system that involves recruitment, adaptation, group training, assessment, and career management; boosting transparency and efficiency of the performance management system in the Bank by developing a balanced scorecard system. 7. An Overview of Risks Related to Different Operations of the Bank 7.1. Country Concentration of Assets and Liabilities of the Bank mln rubles Assets 1 Funds in lending institutions 2 Net loans receivable 3 Net investments in securities 3.1 Net investments in securities at fair value through profit or loss 3.2 Net investments in securities and other financial assets available for sale 3.3 Net investments in securities kept till redemption 4. Fixed assets, intangible assets and stocks Liabilities 1 Funds from lending institutions 2 Funds from clients other than lending institutions 2.1 Deposits of retail clients mln rubles Assets 1 Funds in lending institutions 2 Net loans receivable 3 Net investments in securities 3.1 Net investments in securities at fair value through profit or loss 3.2 Net investments in securities and other financial assets available for sale 3.3 Net investments in securities kept till redemption 4 Fixed assets, intangible assets and stocks Liabilities 1 Funds from lending institutions 2 Funds from clients other than lending institutions 2.1 Deposits of retail clients 1 January 2012 Russia CIS countries Countries from the Group of Developed Countries Other countries 1486 7,011,957 1,501,912 20,031 482 115,764 44,492 3,093 35,758 231,314 33,818 - 717 299,836 404 404 1,077,135 36,275 26,624 - 404,747 5,124 7,195 - 370,934 - - 15 157,192 7,621,882 25,417 13,038 285,608 208,451 9,250 33,827 5,497,384 12,105 7,444 5,913 1 January 2011 24 5,305,350 1,812,300 29,539 782 40,458 37,882 1,013 60,430 249,187 283 653 119,306 958 958 1,430,644 34,142 283 - 352,118 2,727 317,379 - - - 54,295 6,453,273 7,878 9,636 219,476 182,168 9,445 21,901 4,673,652 8,665 2,705 4,491 - 13 The Russian Federation accounts for the bulk of the Bank's assets and liabilities. Net loans payable by legal entities represent the bulk of assets placed with non-residents. Loans payable by non-resident legal entities are dominated by transactions with groups that are Russian in terms of the location of the majority of their business. 7.2. Credit Risk Credit Risk Management A credit risk means the risk of possible financial losses arising when borrowers fail to perform, in full or in part, or unduly perform their obligations to the Bank related to supply of funds or other financial assets. Credit risk is the type of risk most significant for the Bank so it pays particular attention to its management and monitoring the quality of the loan portfolio. Sberbank applies the following main credit risk management methods: credit risk prevention by identifying, analyzing and assessing potential risks at a stage preceding transactions exposed to the credit risk; restriction of the credit risk by establishing risk limits and/or limitations; monitoring and control of the degree of credit risk; creation of adequate reserves and relevant structuring of transactions in order to minimize credit risk. Credit risk management for loans to legal entities In 2011, the Bank maintained a procedure for mandatory independent expert examination of credit risks, performed before a decision was made to grant a loan to medium and large business borrowers and the largest clients. By using the existing system of formalized assessment of the credit risk the Bank can correctly assess the expected degree of credit risk made up of the client risk (likelihood of a default) and the transaction risk (losses in the event of a default). As part of this system, the Bank approved: a method for assessing the likelihood of a default of its contracting parties This method is based on tools of economic and mathematical modeling, an end-to-end approach that secures statistical and expert assessment of the probability of different outcomes and the size of potential losses based on different security. In addition, the method involves improvement of the model based on gathered statistical data on actual defaults given changing macroeconomic conditions in the productive sector of the Russian and global economies. a model of assessment of losses in the event of a default This model is based on statistical and expert information on possible outcomes of realization of the credit risk, including events related to: repayment of overdue debt with funds of the contracting party and third parties, sale of collateral; write-off of overdue debt, reissue of credit and other contractual liabilities that were subject to a default into other financial instruments. Credit risk management for loans to small businesses In 2011, the Bank continued improving the risk management system for loans granted to sole traders and small businesses. In order to identify risk types and assign ratings, clients are divided into two segments: micro business which involves retail tools of risk assessments and small business which requires creation of risk assessments tools fully integrated in the risk management system for medium and large corporate clients. The Bank uses two unified centralized technologies for lending to small business: 14 Loan Factory – a product approach is applied during risk assessment: the scoring grade is calculated, risk is assessed, the credit price and limit are calculated when the client files a loan request, and a rating is assigned to the transaction. Starting in 2011, all territorial banks have been processing two types of unsecured loans through the Credit Factory (48,900 loans totaling 32.3 bn rubles were granted during the year). There are plans to expand this list in 2012 by including secured loans such as Express Auto and Express Asset. Loan Conveyor is a technology that involves assignment of a long-term rating to a client/group of related parties based on an adapted corporate model of risk assessments that takes into account specific features of this client category, builds a limit management system, and a decision-making authority system. 2011 saw the completion of the first stage of implementation of the Loan Conveyor technology in two territorial banks. Testing of this technology involved a unified approach to assessment of collateral and assessment of legal risks, optimization of the credit process, reduction of transaction review times, centralized independent expert examination of risks that included verification of client data, assessment of the credit history and the borrower's business reputation. 347 loans worth 1.3 bn rubles were granted during the first stage. In 2012 there are plans to carry out gradual automation and replication of the Loan Conveyor technology throughout Sberbank's network. Managing the credit risk of retail clients There is an invariable need, in the context of steady growth in the retail loan portfolio, to keep bad debt at low levels during planned growth in retail loan volumes. For the purposes of retail loan risk control, the Bank continuously monitors the quality of its loan portfolio by divisions and main credit products. To this end, Sberbank has been using the Credit Factory lending technology since 2008. Implementation of this risk management system throughout all territorial banks facilitates control of risks at all lending stages, maintains a good quality of the portfolio and gradually reduces service times to borrowers. In 2011, 6.4 mln individual requests were processed under the Credit Factory technology, 4 mln loans worth about 690 bn rubles or 56% of all loans granted by the Bank to retail clients in 2011 were granted. The average request consideration period fell from 35 hours to 29 hours. Starting in 2011, all territorial banks have been using the Loan Factory technology to consider requests for consumer and car loans and main types of housing loans. Starting in 2011, the Loan Factory has been using the pricing technology based on a client's individual risk levels. There are plans for 2012 to include new products in the Loan Factory – Express Loans, Car Loans Based on 2 Documents, special mortgage lending programs etc. The quality of loan and equivalent accounts receivable mln rubles Quality categories of loans receivable: I II III IV V Loans and interest receivable Deposits in the Bank of Russia (major shareholder of Sberbank of Russia) Loans and interest payable to other shareholders (members) of the lending institution 1 January 2012 Claims Claims for for loans interest income 1 January 2011 Claims Claims for under loans interest income 3,485,093 3,497,106 731,235 161,625 409,211 8,284,270 - 7,976 19,752 5,860 656 7,151 41395 - 1,987,167 3,111,369 655,767 148,584 469,827 6,372,716 135,000 3,834 12,969 3,429 852 8,245 29,330 4 - - - - 15 mln rubles Loans granted on preferential44 conditions payable, total, including: to shareholders (members) Amount of overdue debt45 Amount of restructured debt Collateral, total, including: Quality Category I Quality Category II Estimated allowance for possible losses excluding the reserve for the portfolio of similar loans Estimated allowance for possible losses including the reserve for the portfolio of similar loans Actually created allowance for possible losses, total, including by quality categories: I II III IV V 1 January 2012 Claims Claims for for loans interest income 67,855 662 1 January 2011 Claims Claims for under loans interest income 57,926 248 274,754 1,036,401 8,276,763 135,648 3,485,185 681,567 4,807 8,630 X X X 8,787 305,524 717,739 6,896,062 172,051 2,986,853 720,549 6,292 6,324 X X X 9,204 555,908 8,249 591,670 8,730 625,399 8,858 658,415 9,248 507 47,419 101,227 80,379 395,866 242 1,270 346 7,001 488 44,676 91,996 78,471 442,783 166 543 392 8,148 Overdue debt fell 30.8 bn rubles during the year as a result of a reduction in overdue debt of legal entities. Restructured debt46 increased over the year from 717.7 bn rubles to 1,036.4 bn rubles; claims for interest under restructured loans rose from 6.3 bn rubles to 8.6 bn rubles. Loan restructuring means any amendments made in favor of the borrower to original material terms of a loan contract executed by him or her. Amendments to material contractual terms include a longer credit period and a larger limit, changes in the schedule of principal and/or interest repayment, changes in the procedure of calculation of interest, and lower interest rates. In 2011 Sberbank continued pursuing a conservative reserves policy in order to make adequate allowances for possible losses under loans and allowances for possible losses required by the Bank of Russia and47 international standards. A case-by-case appraisal of the quality of each loan applies to allowances made under loans to legal entities and small businesses evaluated not on the portfolio basis. Special focus is invariably placed on analysis of the borrower's financial condition, existing debt burden, sources of loan repayment and their reliability, quality and liquidity of collateral, and other credit risk factors. Classification of such loans, i.e. inclusion of a loan in the respective quality category is based on the individual professional judgment on the credit risk level under the loan. A new system of appraisal of the financial condition and a procedure for determination of possible losses for the Bank's corporate borrowers were successfully implemented throughout 2011. Based on the new method, appraisal and analysis of borrowers' financial condition takes into account the likelihood of the default of the borrowing legal entity. The Bank's expected losses are defined as the amount of the Bank's aggregate possible losses in the event of a default of such Preferential loans are loans with an interest rate which is 20% below the basic rate established by Sberbank for the given lending programs. 45 This figure is based on the balance on balance accounts of overdue debt and interest 46 Based on Method No.2047 for Determination of Loan Quality, Appraisal of Collateral Admitted under the Loan and Calculation of Allowance for Possible Losses under Loans approved by Sberbank on 22 December 2010. The 2010 figure was recalculated pursuant to the new method. 47 Regulation No. 254-P of the Bank of Russia dated 26 March 2004 On the Procedure for Creating Allowances for Possible Losses under Loans, Loan and Equivalent Receivables by Lending Institutions and Regulation No.283-P dated 20 March 2006 On the Procedure for Creating Allowances for Possible Losses under Loans by Lending Institutions. 44 16 borrowers. New allowance approaches help to make a more accurate estimate of the individual reserves interest for each corporate client, in particular. Principles fundamental to the possible loss appraisal system are based on Western best practices in risk management. Sberbank creates reserves for loans to retail clients and small businesses by following the portfolio approach. Standard loans that do not exceed limitations established by the Bank of Russia are included into similar portfolios and sub-portfolios by credit risk levels. On 1 March 2011, the Bank adopted a new regulation to create allowances for possible losses under loans 48 that stipulates a classification of the maximum number of loans within a portfolio of similar loans. The credit risk of the portfolio of similar loans is reassessed by the Bank every quarter through analysis of losses under loans to retail clients and small businesses for previous years. The Bank's plans include maximum automation of the creation of reserves in order to cut work hours of staff involved in this process and a reduction in the number of operating errors. When making allowances for possible losses in 2011, inventory was taken of non-core assets not used by the Bank or its subsidiaries for banking activities defined in Article 5 of the Federal Law On Banks and Banking. The Bank started making allowances for possible losses in terms of such assets in 201249 after the effective date of the BoR Directives. Assets with overdue repayment dates50 mln rubles 1 January 2012 Allowance for possible losses including those with overdue repayment dates Amount total 1. Loan receivable total, including: 1.1 Loans granted (credits) deposits made 1.2 Discounted promissory notes 1.3 Cash claims within finance transactions against assignment of a cash claim (factoring) 1.4 Claims under acquired rights (claims) under the transaction (assignment of claim) 1.5 Claims under transactions of disposal (acquisition) of financial assets combined with the right granted to the counterparty to defer payment (delivery of financial assets) 1.6 Claims for a refund of monies provided under transactions in securities on a pay-back basis without recognition of received securities 1.7 Lessor's claims to the lessee under financial lease transactions 2. Securities51 3. Other claims 48 49 50 51 including by the overdue period under 30 31 to 90 91 to 180 Over 180 days days days days 45,429 24,942 13,465 272,715 Estimated 681567 Actual 625,399 267,066 657,193 592,186 - - - - - - - - - - - - 1997 2,959 2,959 4,296 143 259 299 3,595 16,240 25,936 179,416 - - - - - 5,116 4,259 - - - - - - - - 429,743 199,754 79 21,164 2,317 1,322 1,222 79 16,302 2,547 22,242 2,547 23,601 8,284,270 356,552 8,045,397 350,200 45,286 24,683 13,164 - - - - - - - 8,127 1997 51,271 Regulation No. 2046 on the creation and use at JSC Sberbank of Russia of a reserve for possible losses on loans dated 22 December 2010 BoR Directives No.2612-U dated 20 April 2011 and No.2751-U dated 14 December 2011 amending Regulation No.283-P On the Procedure of Creation of Allowances for Possible Losses under Loans by Lending Institutions. of the Bank of Russia dated 20 March 2006 Based on Form 0409115 data with events following the reporting date taken into account The 2011 and 2010 tables include part of the securities portfolio for which the Bank makes allowances for possible losses 17 mln rubles 1 January 201` Allowance for possible losses including those with overdue repayment dates Amount total 1. Loan receivable total, including: 1.1 Loans granted (credits) deposits made 1.2 Discounted promissory notes 1.3 Cash claims within finance transactions against assignment of a cash claim (factoring) 1.4 Claims under acquired rights (claims) under the transaction (assignment of claim) 1.5 Claims under transactions of disposal (acquisition) of financial assets combined with the right granted to the counterparty to defer payment (delivery of financial assets) 1.6 Claims for a refund of monies provided under transactions in securities on a pay-back basis without recognition of received securities 1.7 Lessor's claims to the lessee under financial lease transactions 2. Securities52 3. Other claims including by the overdue period under 30 31 to 90 91 to 180 Over 180 days days days days 38,693 28,804 21,832 314,338 Estimated 720,549 Actual 658,415 312,483 697,315 623,024 - - - - - - - - - - - - - 36 36 2,839 64 407 584 1,784 13,808 27,700 - - - - - 9,317 7,583 6,237,716 403,667 6,084,191 400,757 38,628 28,397 21,249 - - - - - - - 3,569 - 67,980 81,904 - - - - - - - - 359,415 204,600 79 17,651 0 1,734 0 1,406 0 2,531 79 11,890 2,560 18,522 2,560 19,490 In 2011, the loans receivable with overdue repayment dates53 fell from 403.7 bn rubles to 356.6 bn rubles primarily because of a reduction in total loans with a delay of over 180 days. Loans receivable with overdue repayment dates of under 30 days grew in the segment of loans to retail clients. In the portfolio of legal entities, loans with overdue repayment dates went down by all delay periods. In general, the specific weight of loans with amounts overdue for over 90 days fell from 5.4% to 3.5% in the loan portfolio during the year. Sberbank defined its goals for handling bad assets of clients for 2012-2014. Main goals include increasing repayment rates of bad assets through modernization of existing business processes and implementation of new ones for different client segments; increasing the Bank's margins by restoration of reserves for problem situations that have been dealt with; boosting performance through business process automation and implementation of specialized collection within three main models: the individual collection system, the conveyor collection system, and collection from retail clients. As part of its efforts aimed at legal entities, the business process for an early-stage handling of new problem situations has been introduced and is in place throughout the Bank's vertical structure. This improved the figures of transition of debt overdue for 30 to 60 days to the 90 plus days category. This transition rate was 70% in 2010 and 50% in 2011. Outcomes of the handling of bad assets54 of legal entities in 2011: bad assets recovered in cash amounted to 120.5 bn rubles; loans worth 79.8 bn rubles transitioned from the bad category to good loans; overdue interest, fines, penalties and forfeits worth 25.7 bn rubles have been repaid; allowance worth 148.5 bn rubles for possible losses under loans among bad assets has been restored. A high repayment rate secured by bankruptcy procedures at 55% of the principal as of the 1st day of the month following the date of application for bankruptcy or request for inclusion in the credit claim registry significantly facilitated a reduction in bad assets. 52 53 54 The 2011 and 2010 tables include part of the securities portfolio for which the Bank makes allowances for possible losses The 2010 figure has been recalculated by taking loans with overdue fee payments into account Assets are classified as bad pursuant to the Sberbank Regulation on working with bad Assets No. 278 18 Special effort is made to control recovery of overdue debt on loans to retail clients at an early stage. For this purpose, the Bank implemented Tallyman, an automated system. The system follows a client approach, supports a centralized algorithm of debt collection, and includes a set of debtor treatment strategies that make allowances for client risks, likelihood of repayment, economic reasonability of debt collection measures, and criteria for forwarding the client to higher stages of collection. In addition, the system optimizes distribution of e-mail, SMS messages, letters, wires, automatic voice notices given to debtors regarding overdue liabilities. This system is integrated with the automated calling system which significantly reduces overdue loan handling times. In addition, there is a new opportunity to get relevant data on debt at the same time the call is put through to the operator. The concentration of credit The Bank pays special attention to controlling the concentration of credit risks and meeting prudential requirements of the Bank of Russia. Structure of loan and equivalent accounts receivable mln rub Deposits in the Bank of Russia Interbank loans Loan and equivalent accounts receivable from legal entities, including: Loans to resident legal entities Loans to non-resident legal entities Loans to governmental organizations Claims under debt arising through the Bank's execution of claim assignment (cession) contracts with a deferred payment Claims for a refund of money provided under transactions in securities on a pay-back basis without recognition of received securities Other claims Loan and equivalent accounts receivable from retail clients, including: Loans to retail clients Claims under debt arising execution of claim assignment (cession) contracts with a deferred payment Loans receivable, total 1 jan 12 118,338 Spec.wt % 1.4% 1 jan 11 135,000 170,564 Spec.wt % 2.1% 2.7% 6,388,537 77.1% 4,765,699 74.8% 5,453,287 442,878 267391 65.8% 5.3% 3.2% 4,232,864 261,606 152,858 66.4% 4.1% 2.4% 51161 0.6% 67033 1.1% 165,680 2.0% 47,759 0.7% 8139 0.1% 3,579 0.1% 1,777,395 21.5% 1,301,453 20.4% 1,777,285 21.5% 1,301,268 20.4% PO 0.0% 185 0.0% 8,284,270 100.0% 6,372,716 100.0% Funds deposited in the Bank of Russia are deposits with the major shareholder55. As of 1 January 2012, there are no deposit balances in the Bank of Russia (as of 1 January 2011, the balance was 135 bn rubles). 77% of loans and equivalent accounts receivable of Sberbank were represented by debt of legal entities, 21% – that of retail clients, the balance – of loans to banks. Structure of loan and equivalent accounts receivable by currency mln rubles Rubles US Dollars Euros Other currencies Loans receivable, total 1 January 2012 6,783,415 1,320,174 150,875 29,805 8,284,270 specific weight in the portfolio, % 81.9% 15.9% 1.8% 0.4% 100.0% 1 January 2011 5,150,840 1,045,439 151,676 24,760 6,372,716 specific weight in the portfolio, % 80.8,% 16.4% 2.4% 0.4% 100.0% Within the structure of the loan portfolio by currencies, the share of ruble loans went up 1.1% as these loans still account for the bulk of the loan portfolio. 55 Information about shareholders holding over 5 % of voting shares in Sberbank of Russia are disclosed pursuant to Sberbank's Accounting Policy 19 Level of concentration of major credit risks Based on its internal regulations, the Bank has implemented a procedure of daily monitoring of major credit risks and forecasting how requirements established by the Bank of Russia are met – N656 (maximum risk amount per one borrower or a group of related borrowers) and N7 (maximum amount of major credit risks). The level of concentration of major credit risks is estimated by the Bank as acceptable. As of 1 January 2012, the share of loans to the ten largest borrowers (groups of related borrowers) was 16.6% of the loan portfolio57 (15.2% the year before). The Bank's largest borrowers include representatives of different sectors of the economy. Therefore, the credit risk is sufficiently diversified. Structure of the loan portfolio of retail clients mln rubles Housing loans, total including mortgage loans Car loans Other consumer loans Loans to retail clients, total 1 January 2012 762,161 540,654 82,152 932,971 1,777,285 specific weight in the portfolio, % 42.9% 30.4% 4.6% 52.5% 100.0% 1 January 2011 599 960 428 235 79 476 621 832 1301268 specific weight in the portfolio, % 46.1% 32.9% 6.1% 47.8% 100.0% The 2011 retail loan portfolio of consumer loans increased primarily on account of consumer loans. Sector structure of the loan portfolio of resident legal entities mln rubles 1 January 2012 specific weight 1 January 2011 specific weight in the portfolio, in the portfolio, % % Loans to legal entities* (including sole proprietors), 5,453,287 100.0% 4232,864 100.0% total, including by type of economic activity: Processing facilities 1,306,341 24.0% 1,089,367 25.7% Wholesale and retail trade, repair of motor transport, 1,093,827 20.1% 963,055 22.8% motorcycles, domestic appliances and private use items Transactions in and rent of real estate, provision of 717,402 13.2% 494,756 11.7% services Transport and communications 549,409 10.1% 265,607 6.3% Agriculture, hunting and forestry 401,335 7.4% 334,093 7.9% Construction 330,860 6.1% 298,267 7.0% Power, gas and water production and distribution 254,859 4.7% 137,616 3.3% Extraction of mineral resources 248,340 4.6% 294,986 7.0% Other types of activity 528,471 9.7% 340,048 8.0% Including loans to small and medium businesses, 999,801 18.3% 900,126 21.3% total including to sole traders 158,849 2.9% 111,232 2.6% * Loans do not include loans to non-residents, governmental agencies and budget-funded organizations. REPO transactions, assignment contracts etc. Sberbank offers loans to enterprises in all major sectors of the economy, with processing facilities accounting for 24% of its portfolio. 56 57 Instruction No.110-I of the Bank of Russia On Reserve Requirements for Banks dated 16 January 2004 During calculation of this figure, the loan portfolio includes loans to banks, loans receivable from legal entities and retail clients less assignment contracts; the amount of liabilities of the largest borrowers does not include banking groups or the Bank's affiliates 20 7.3. Liquidity Risk Sberbank of Russia's Policy of Liquidity Management and Control is the key document used to assess, control and manage liquidity risk. This Policy is based on the classification of the Bank's assets and liabilities given actual repayment terms which may be significantly different from contractual repayment terms for some instruments and on the assumption that all possible outflows of funds should be covered by expected proceeds in all time intervals. Therefore, analysis of liquidity gaps for different periods combined with calculation of liquidity ratios is one of the primary tools for analyzing the Bank's long-term liquidity profile. For liquidity risk management purposes, the Bank singles out the risk of liquidity requirements and the risk of physical liquidity. The liquidity requirements risk involves possible problems related to the meeting of liquidity requirements set by the Bank of Russia (N2, N3 and N4). The Bank prepares a weekly forecast of liquidity requirements and monitors how they are met, taking into account not only regulatory limitations but also even more stringent internal limits set in the Procedure for Sberbank of Russia's Compliance with and Calculation of Requirements of the Bank of Russia. The physical liquidity risk involves problems related to a lack of any currency for the Bank to cover its liabilities. Tools for physical liquidity risk management in the short term include a payment flow forecasting model and control of available liquidity reserves of the Bank; direct REPO transactions with foreign banks and the Bank of Russia serve as main reserves for managing operating liquidity. Medium and long-term liquidity is managed by Sberbank of Russia on the basis of funding plans developed every quarter. These documents offer historical analysis of the current trends of development of different balance sheet items and one or several development scenarios for the near term. Depending on the suggested development scenario, potential liquidity risks are analyzed and urgent response measures against a variety of negative internal and external shocks are described. Main tools for medium- and long-term funding include trade finance transactions, issue of bonds and syndicated loans. Liquidity in Russian rubles in 2011: In the second half of 2011, the loan portfolio of both retail clients and legal entities started growing much more rapidly. The reporting year's growth rate of ruble loans was 1,291 bn rubles to corporate clients and 478 bn rubles to retail clients. The Bank was actively raising clients' funds to support this growth rate of loans. As a result, ruble funds from clients added 736 bn rubles, from corporate clients – 215 bn rubles. As the loan portfolio grew faster than the influx of client funds the Bank cut its investments in low-yield liquid instruments and raised funds from the Bank of Russia through direct REPO transactions and loans secured by the surety of other lending institutions. As of 1 January 2012, funds received from the Bank of Russia amounted to 265 bn rubles58. Liquidity in a foreign currency in 2011: In 2011 Sberbank continued furthering its foreign currency operations. In addition to traditionally raising funds from retail clients and legal entities (balances grew 3.1 bn US dollars and 1.8 bn US dollars, respectively), the Bank promoted its trade finance operations and raised bonded debt and syndicated loans by, in particular, placing bonded debt of 1 bn US dollars for 10 years and obtaining a syndicated loan totaling 1.2 bn US dollars for 3 years in US dollars and 58 This amount does not include the balance of the subordinated loan (300 bn rubles) granted by the Bank of Russia in late 2008. 21 Euros. Foreign currency funds were primarily allocated for lending to the Bank's corporate clients. Throughout 2011, liquidity requirements established by the Bank of Russia were met by the Bank with a significant reserve: Compliance with liquidity requirements Liquidity requirements Limit established by the Bank of Russia Critical value of Sberbank N2 N3 N4 More than 15% More than 50% Less than 120% 15% 55% 110% Figure as of the reporting date, % 1 January 2012 1 January 2011 50.82 80.56 72.90 103.01 87.28 78.04 7.4. Market Risk The Bank singles out the following market risk categories: The interest risk on balance sheet assets and liabilities sensitive to interest rates – the risk of a rise/fall in interest income and expenses caused by a yield curve that changes as a result of a gap in repayment (interest rate revision) dates for funds the Bank has raised and placed; The market risk for positions which includes: The interest risk for the debt securities portfolio – the risk caused by an adverse change in market rates; The stock exchange risk – the risk caused by an adverse change in stock prices; The currency risk – the risk caused by an adverse change in foreign currency rates and precious metal prices. To evaluate its market risk, the Bank applies the following methods: The interest risk for non-trade positions is assessed through gap analysis by redistributing assets and liabilities with fixed interest rates based on contractual repayment dates, assets and liabilities with floating interest rates – based on interest rate revision dates. The gap is calculated separately for Russian rubles and foreign currencies. This involves appraisal of the impact that a 100 basis point rise or fall of the interest rate has on net earnings. The market risk for trade positions (the interest risk of the debt securities portfolio, stock exchange and foreign currency risks) is assessed by the Bank following the VaR method. It helps to estimate the maximum volume of expected financial losses for a specific period of time at a preset level of confidence probability. The Bank evaluates VaR by using the historical modeling method with a 99 % confidence probability in a horizon of 10 days. As part of daily monitoring of the level of market risks assumed by the Bank on trade positions, it also analyzes positions exposed to the risk and assesses their vulnerability to changes in market indicators. Methods include measuring position sensitivity to a 1 basis point change in rates. 22 Details of the size of the market risk in 2011: Risk size Risk size(mln rubles) __________ (% of capital) Type of risk 1 Jan 2012 Interest risk of non-trade positions 10 272 1 Jan 2011 average for max for the 1 Jan 2012 1 Jan 2011 average for the period period the period 4 079 0.7% 0.3% Market risk on trade positions 28924 46621 26 066 46506 1.9% 3.8% 1.8% on the debt securities portfolio 26066 40 074 22 009 39 799 1.7% 3.2% 1.5% stock market risk 9 872 foreign currency risk 1 793 investment diversification effect 8 808 9 439 1910 4 802 9 309 1 782 10 724 2 304 0. 7% 0.1% 0.6% 0.8% 0.2% 0.4% 0.7% 0.1% The significant drop in the size of risk on trade positions in debt securities in 2011 results mainly from the VaR calculation method applied by the Bank. The calculation involves data for only the past 500 trading days so the substantial negative changes in market indicators for Q1 2009 no longer affected the VaR calculation result. Notably, in 2011, the Bank's investments in debt securities contracted, primarily as a result of Q2 redemption of the Bank of Russia's Series 18 bonds. The stock exchange and foreign currency risk levels did not change significantly for trade positions in 2011. The interest risk on non-trade positions grew in 2011 because of a significant increase in the gap in rubles and dollars at certain time intervals. In order to limit the size of market risk, the following limits and restrictions are established by the Bank's Committee for Assets and Liabilities Management for operations in assets and liabilities: Interest risk of non-trade positions: maximum interest rates for raising and placing funds of legal entities, limitations on the volume of long-term lending (the highest-risk instrument for placing funds); Market risk on trade positions: Interest risk for the debt securities portfolio: investment limits by issuer type and currency, limited concentration in an individual issue, limited list of instrument types that can be invested in, duration limits, loss limits (stop-loss); Stock market risk: limits on the portfolio size and investments in shares by issuers, loss limits (stop-loss); Market risks of transactions in the money and foreign currency market: limits on open positions by transaction type and currency during and at close of the trading day, sensitivity limits, limitations of the maximum term of transactions, loss limits (stop-loss). 7.5. Legal Risk The Bank has approved and has in place an internal regulation on collaboration between the Bank's divisions and Legal Department to rule out the risk of non-conformity of the Bank's internal documents to provisions of new federal laws, laws of constituent entities of the Russian Federation, other regulations and law-enforcement practice. To follow the Bank of Russia's recommendations on bank risk assessment and the Basel Agreement, in 2011 the Bank took measures to build a system for integrated management of risks (including the legal risk) of the Group of OJSC Sberbank of Russia. 23 As of 1 January 2012 there were claims pending against the Bank and filed by individuals for 129.4 bn rubles. Following examination of similar claims in 2011, the Bank expects courts to make an award in favor of the Bank and the Bank will make no payments under them. 7.6. Strategic Risk Strategic risk means the risk of losses suffered by a lending institution as a result of errors (deficiencies) made in making decisions that define the strategy of operations and development of the lending institution (strategic management) and represented by failure to take into account or inadequate accounting of possible dangers that may threaten operations of the lending institution, incorrect or inadequately justified definition of prospective areas of activities in which the lending institution may gain competitive advantage over its rivals, missing or insufficient resources (financial, material and technical, or human) and organizational measures (management decisions) intended to procure achievement of strategic operating goals of the lending institution59. In October 2008, the Supervisory Board approved the Bank's 2014 Development Strategy. As the Strategy was prepared during a rapidly evolving situation in financial markets and the economy overall, there was an important objective to strike a balance of decisions required by short-term market conditions and long-term objectives pursued by the Bank. The strategy defines main mechanisms of implementation of this objective that involve changes to the Bank's internal operating arrangements, enhancement to staff performance, modifying approaches to client services, boosting employee professionalism and interest in the outcomes of their effort. Main elements of the 2014 Sberbank of Russia Development Strategy are published on the Bank's official website at http://www.sbrf.ru/moscow/ru/about/today/strategy/. The full version of this document is available at http://www.sbrf.ru/common/img/uploaded/ir/pics/strategy-rus.pdf. 7.7. Operating Risk The operating risk is managed by the Bank pursuant to recommendations of the Bank of Russia, defined by the Sberbank of Russia Operating Risk Management Policy, designed to prevent and/or reduce losses caused by imperfections in internal processes, failures and errors in the operation of the IT system, personnel actions and the impact of external factors. When building an integrated risk management system that meets Basel II requirements international standards and best practices, the Bank continued developing and implementing its operating risk management methodology. A decision was made to move the function of maintaining the operating risk database from the Internal Controls Office to operating risk divisions of territorial banks. In this respect, there are plans to modify the organizational structure of operating risk divisions at territorial banks and create the risk manager function for operating risks at the level of Sberbank's branches, including headquarters. An open tender was held by the Bank to select the software platform for the operating risk management system. SAS OpRisk Management, a platform used by leading global financial institutions, was announced the winner. The Bank started a strategic project for automation of the operating risk management system and commenced implementation effort. In order to increase responsibility of divisions on issues of managing the operating risk, special focus was placed on the institute of risk coordinators – the link on issues of collaboration 59 Letter No.70-T of the Bank of Russia dated 23 June 2004 On Typical Banking Risks 24 between risk divisions and the Bank's divisions in the course of operating risk management. A manual was developed and risk coordinators were trained at the Central Head Office and all territorial banks, which helped to improve significantly the quality of operating risk reporting. The Bank conducts risk audit of the Bank's key processes such as deposit operations, payment of compensation, issue and maintenance of bank cards. Based on results of risk audits, new technologies are implemented throughout Sberbank's system to lower operating risk levels: the client session procedure (reduces the fraud risk coming from outside and the Bank's staff when client accounts are accessed), role models (differentiate features allowing operations in automated systems which reduced the risk of unauthorized transactions carried out by one person), and centralized granting of privileges of access to automated systems. The Bank's top-priority processes for optimization in 2012 include those exposed to a high level of operating risk, including cash management for corporate clients, unallocated bullion accounts, broking services, bank wires, bank card accounts, execution and support of the universal bank service agreement etc. As of 1 January 2012, the share of expenses related to realization of an operating risk to Sberbank's earnings is 1.2% or much lower than in the largest Russian banks. The average figure based on the profit and loss statement of the ten largest banks by working assets was, on 1 January 2012, 4.2%. 7.8. Risk of Loss of Business Reputation Reputation risk is estimated by the Bank subject to requirements of the Procedure for Evaluation of Reputation Risks60. Developed pursuant to recommendations of the Bank of Russia, this Procedure defines how the risk of loss of business reputation in Sberbank of Russia overall is assessed. Several groups of indicators of the Bank's financial condition are used to detect and assess factors affecting the risk of loss of business reputation. These include comparison against aggregate indicators for the Russian banking sector, the Bank's compliance with legislative requirements to financial monitoring, changes in the business reputation of its affiliates, subsidiaries and related organizations, the Bank's international rating and so on. Assessment of factors affecting the risk of loss of Sberbank of Russia's business reputation made as of 1 January 2012 warrants a conclusion that the Bank's reputation risk is at an acceptable level. 7.9. Information on Operations/Transactions with the Bank's Related Parties Pursuant to BoR Directive #2089-U, the Explanatory Note discloses operations with related parties that account for over 5% of the respective balance sheet items. Only transactions with the Bank of Russia, the prevalent company, met this requirement out of the four groups of Sberbank's related parties to be disclosed (a prevalent company, subsidiaries, affiliates and key management staff) as of the reporting date. 60 Procedure for Evaluation of Reputation Risks of Sberbank of Russia No. 1485-r dated March 12, 2007. 25 Details of such transactions are given in the table below: mln rubles Operations and transactions Investments in securities Funds raised including subordinated loans Income and expenses Interest income Interest expenses 1 January 2012 1 January 2011 565,388 300,000 433,585 - 22,818 27,691 - Operations with related parties were made by the Bank on conditions similar to conditions of operations (transactions) with other counterparties. Related parties61 include legal entities or natural persons that can influence the Bank's operations or whose operations can be influenced by the Bank. Pursuant to Sberbank's Accounting Policy, details provided in the Explanatory Note on operations (transactions) with key management staff include details of operations with natural persons who are members of the Bank's management and control bodies. Such people include members of the Supervisory Board, the CEO, the Chairman of the Bank's Management Board, members of the Management Board and members of the Audit Committee. 7.10.Off-balance-sheet liabilities, fixed-term transactions and reserves created Off-balance-sheet liabilities mln rubles Unused credit lines Letters of credit Granted guarantees and sureties Other instruments Contingent liabilities of credit nature, total 1 January 2012 Amount of liabilities Allowance for possible losses 1 January 2011 Amount of Allowance for liabilities possible losseslosses 974,734 157,088 489,850 115,665 1,737,337 10,890 1 8,130 382 19,403 580,755 130,100 159,928 78,320 949,103 22,295 159 2,270 791 25,515 In 2011, growth of the loan portfolio was accompanied by an increase in off-balance-sheet liabilities in the following items: • credit lines provided primarily to legal entities; • granted guarantees and sureties, including a surety to the Bank of Russia (the creditor) for performance of obligation of OAO VTB Bank (debtor) to repay a loan to a sum of no more than 100 bn rubles Fixed-term transactions mln rubles 1 January 2012 Amount of Amount of claims liabilities 1 January 2011 Allowance Amount of Amount of Allowance for possible claims liabilities for possible losseslosses lossess Forwards, total, including: with delivery of the underlying asset delivery-free Options, total, including: with delivery of the underlying asset delivery-free Swaps, total, including: with delivery of the underlying asset 105,288 49,092 56,196 18,146 7,684 10,461 409,410 409,410 907 109 798 143 55 88 5,790 5,790 103, 902 47,098 56,804 17,860 7,667 10,193 413,884 413,884 82,016 9,909 72,107 3,940 9 3,931 203,876 203,876 81,560 9,907 71,653 3,847 9 3,838 203,032 203,032 328 26 302 9 9 360 360 The Bank makes fixed-term transactions mainly to maintain liquidity at a level necessary to conduct business in different foreign currencies. Court proceedings Claims against the Bank are filed with courts during the Bank's activities. Based on its own estimates and recommendations of in-house professional consultants, the Bank's management believes that these 61 The Accounting Regulation – Details of Related Parties (AR 11/2008) approved by the RF Ministry of Finance on 29 April 2008 26 proceedings will not cause significant losses for the Bank and, naturally, does not create reserves for possible losses under such proceedings. 8. Details of Disbursements/Remuneration to Key Management Staff Pursuant to Sberbank's Accounting Policy, details provided in the Explanatory Note on operations (transactions) with key management staff include details of operations with natural persons who are members of the Bank's management and control bodies. Such natural persons include: • members of the Supervisory Board (17 directors as of 1 January 2012); • the CEO and Chairman of the Bank's Management Board; • members of the Management Board (13 managers as of 1 January 2012); • members of the Audit Committee (7 persons as of 1 January 2012). Remuneration of Members of the Management Board and the CEO and Chairman of the Management Board Remuneration and compensation is paid on terms and conditions of contracts entered into with the CEO and Chairman of the Management Board and members of the Bank's Management Board. Sberbank does not practice paying members of the Management Board fees or any other property. In 2011, like in 2010, the Bank did not use the Bank's share option system, had no system for granting interest-free or unprofitable loans to employees, applied no insurance, credit and deposit or any other indirect incentive methods. In order to limit labor costs related to members of the Management Board, the Supervisory Board of Sberbank of Russia introduced: • limits on official basic salaries of the Management Board members; • limitations on the amount of bonuses that are paid throughout the year and depend on Sberbank's net earnings under Russian Accounting Standards, project implementation and achievement of key performance indicators by the Management Board member; • limitations on the amount of annual remuneration as a percentage of Sberbank of Russia's net earnings. These limitations are recorded in contracts with Management Board members. Details of payments made to Management Board members are published on the website in a quarterly securities report. The amount of all payments accrued for Management Board members in 2011 less payments for business trip periods was 1.96 bn rubles, 32% more than in 2010 less payments for business trip periods (1.48 bn rubles). The 2011 growth in payments to Management Board members compared to 2010 results from a 78.5% increase in net earnings, from 174.0 bn rubles to 310.5 bn rubles. The share of total payments made to members of OJSC Sberbank of Russia's Management Board in the Bank's net earnings fell from 0.9% to 0.6% as compared to 2010. This is the lowest figure among largest Russian banks. Remuneration of members of the Supervisory Board and members of the Audit Committee It was resolved during the Annual General Meeting of the Bank's shareholders held on 3 June 2011 that remuneration of members of the Supervisory Board and members of the Audit Committee of OJSC Sberbank of Russia should be: trol body of the Bankin 2011, members of the Supervisory Board were paid remuneration totalling 11.9 mln rubles (24 mln rubles in 2010); in 2011, members of the Audit Committee were paid remuneration for their involvement in 2010 in this con totaling 3 mln rubles (in 2010 – for 2009, in the sum of 1.5 mln rubles). 27 9. Expected share dividends to be paid and distribution of net earnings of the Bank for 2011. History of dividend payment and distribution of net earnings Money allocated for payment of 2010 dividends under shares of Sberbank of Russia was increased from 10% to 12.1% of net earnings of the Bank, calculated according to Russian Accounting Standards (RAS). Year for Share of the Amount of Amount of Amount of Amount of paid** Date of the which Bank's net announced announced announced (accrued) dividends Annual dividend was earnings (accrued) (accrued) dividends combined combined for all General paid under RAS dividends per 1 dividends per 1 for all common and common and Shareholders’ earmarked for common preferred preferred shares, preferred shares, Meeting that payment of share*, rubles share*, rubles thousand rubles thousand rubles resolved to dividends pay (announce) dividends for 2006 for 2007 for 2008 for 2009 for 2010 10.0% 10.0% 10.0% 10.0% 12.1% 0.3855 0.5100 0.4800 0.0800 0.9200 0.4650 0.6500 0.6300 0.4500 1.1500 8,786,757.3 11,659,269.8 10,991,636.6 2,176,955.8 21,009,992.2 8,786,757.3 11,659,269.8 10,966,205.4 2,169,414.9 20,942,903.3 29.06.2007 27.06.2008 26.06.2009 04.06.2010 03.06.2011 * Amount of dividends per one share in 2006 was re-calculated on the basis of the existing par value of the Bank's shares at 3 rubles. ** The reason for failure to pay announced dividends – incorrect payment details of shareholders. In August 2011, the Supervisory Board of Sberbank adopted a new Dividend Policy. According to this Policy, when pursuing its plans to optimize capital structure and arrange long-term collaboration with its shareholders, the Bank intends consistently, within a three-year timeframe, to increase dividend payments to 20% of net earnings earmarked for the Bank's shareholders and based on the Bank's annual consolidated financial statements prepared under International Financial Reporting Standards (IFRS). However, dividends will still be paid from the Bank's net earnings calculated under Russian laws, i.e. RAS. The amount of dividends payable under shares of Sberbank of Russia for 2011 to be recommended for approval to the General Shareholders’ Meeting following endorsement of the Bank's Management Board and examination by the Supervisory Board: Share of the Bank's net earnings according to IFRS 15% Share of Bank's net earnings per RAS, earmarked for payment of dividends Amount of announced (accrued) dividends per 1 common share*, rubles Amount of announced (accrued) dividends per 1 preferred share*, rubles 15.3% 2.08 2.59 Amount of announced (accrued) dividends combined for all common and preferred shares, thousand rubles 47,490,581.8 The resolution on the 2011 dividend payment and amount will be made by the Bank's General Shareholders’ Meeting on 1 June 2012. Relevant information will be published on Sberbank's website www.sbrf.ru; www,sberbank.ru. 10. Earnings per share Calculation of diluted and basic earnings per share is based on the method applied by the Bank in audited international statements (IFRS 33. Earnings per share).62 As of 1 January 2012, Sberbank of Russia has no shares potentially diluting earnings per one common 62 Letter No.129-T of the Bank of Russia dated 26 October 2009 on methodological recommendations On the Procedure of Calculation of Earnings Per Share During Preparation of Financial Statements by Lending Institutions Pursuant to International Financial Reporting Standards 28 share of the Bank. Respectively, the diluted earnings per share are equal to the basic earnings per share. The basic earnings per share are calculated by dividing net earnings held by the Bank's shareholders by the average weighted number of common shares outstanding throughout the year less treasury shares bought out from shareholders. Net earnings of Sberbank of Russia owed to shareholders, mln rubles Dividends on preferred shares of Sberbank of Russia announced in the reporting year, mln rubles Net earnings of Sberbank of Russia owed to shareholders that hold common shares, mln rubles Average weighted number of Sberbank of Russia common shares outstanding throughout the year, mln shares Basic and diluted earnings per share, rubles per share 2011 310,495 2010 173,979 1, 150 450 309,345 173,529 21,587 21,587 14.33 8.04 11. Branch Network of the Bank In the territory of the Russian Federation As of 1 January 2012, the branch network of the Bank within the Russian Federation was made up of 19,249 divisions, including 17 territorial banks, 505 branches and 18,727 internal structural divisions: unit Bank's divisions in the RF territory, including Regional banks Branch offices Internal structural divisions total, including: Additional offices, total, including: – those specialized in services for retail clients – universal offices – those specialized in services for legal entities Operating offices Operating cash desks outside a cash node Mobile cash transaction outlets 1 Jan 2012 1 Jan 2011 19 249 19,420 17 17 505 521 18 727 18,882 10 494 10,069 7 997 7,429 2 373 2,515 124 125 588 236 7 547 8,492 98 85 In 2011, the actual number of Sberbank of Russia's staff increased by 142 people and was 241,037 people as of 1 January 2012. In foreign countries • The branch in the territory of the Republic of India (New Delhi) (the branch): registered in the fall of 2010. The branch was established as a strategic springboard to further the Group's business and is intended primarily to carry out the function of a settlement platform for foreign trade between India and Russia, India and the CIS countries in which Sberbank is present. The 2014 Development Concept has been approved for the Bank's Indian branch. The branch has implemented cash management software for legal entities, settlements in foreign and national currencies, trade finance, money market transactions, and preparation of mandatory reports. During the Third India-Russia Forum: Business-Dialog, held in October 2011, Sberbank of Russia was given the Best Russian Company in India award; • A representative office in Germany (Frankfurt am Main): registered in 2009. The representative office's 2011-2012 Operating Concept was approved. It defines top-priority objectives such as creating and maintaining the image of Sberbank in Germany and other EU countries as one of the largest and most reliable banks, providing assistance to business divisions of the Bank during their collaboration with German partners; • A representative office in China (Beijing): registered in 2010 under local laws. Its main area of operation involves facilitating cooperation with banking, commercial and governmental entities of the People's Republic of China in order to promote the business of Sberbank Group and its clients in the region. Active work was done in 2011 with Chinese financial institutions to expand cooperation in terms of correspondent relations and trade finance. 29 12. Sberbank of Russia Banking (Consolidated) Group For 2011, the volume of investments in the charter capitals of subsidiaries and affiliates grew by 10.2 billion rubles and amounted to 94.0 billion rubles. In 2011, the banking (consolidated) Group expanded its membership from 116 to 147 companies. In the banking (consolidated) Group, Sberbank has a direct influence on 30 companies and an indirect influence on 114; the Bank has an indirect influence on 3 companies in which it simultaneously has direct interests. The Bank draws up its consolidated financial statements in accordance with the Accounting Policy of Sberbank of Russia Banking (Consolidated) Group. As of January 1, 2011, the consolidated financial statements of Sberbank of Russia Group include the financial statements of the following companies4163: Company 1 2 3 4 5 6 7 8 9 10 11 12 13 1 2 3 4 5 6 7 8 9 10 11 Bank's direct interest Sberbank Leasing Closed Joint-Stock Company Sberbank Capital Limited Liability Company Subsidiary Bank Sberbank of Russia Joint-Stock Company SUBSIDIARY BANK SBERBANK OF RUSSIA PUBLIC JOINT-STOCK COMPANY Sberbank Mortgage Company Closed Joint-Stock Company First Investment and Construction Company Closed Joint-Stock Company Sberbank Investments Limited Liability Company Grand Baikal Limited Liability Company Investment and Construction Company Sberbankinveststroy Closed Joint-Stock Company Sberbank – Automated Trading System Closed Joint-Stock Company BPS-Sberbank Open Joint-Stock Company Perspektivnye Investitsii Limited Liability Company (Prospective Investments LLC) Detsky Mir – Center Open Joint-Stock Company (Children’s World – Center LLC) Company Bank’s indirect interest Krasnaya Polyana Open Joint-Stock Company Regions-Trade Limited Liability Company Baikal Ski Resort Gora Sobolinaya Limited Liability Company Oil Company Dulisma Closed Joint-Stock Company Crystal Towers Limited Liability Company Universal Leasing Closed Joint-Stock Company GOTEK Closed Joint-Stock Company Taas-Yuryakh Neftegazodobycha Limited Liability Company GOTEK Group Management Company Closed Joint-Stock Company Derways Automobile Company Limited Liability Company Holding Company Central All-Regional Construction Board Center Open Joint-Stock Company Share of the Group's control in the participant’s charter capital, % 100.0000% 100.0000% 99.9977% 100.0000% 100.0000% 100.0000% 100.0000% 50.0000% 100.0000% 100.0000% 97.9055% 100.0000% 25.0338% Share of the Group's control in the participant’s charter capital, % 25.0100% 100.0000% 100.0000% 100.0000% 50.0100% 100.0000% 95.3222% 35.3290% 60.0000% 51.0000% 97.0300% This explanatory note is part of Sberbank of Russia's RAS annual report for 2011 and does not include the data of the consolidated statements of Sberbank of Russia Group. 63 The balance-sheet total of the mentioned companies exceeds 1% of the balance-sheet total of Sberbank of Russia. 30 13. Membership the Bank’s Supervisory Board and its Changes in 2011. Information on the shares/interests in the Bank held by the members of the Supervisory Board Members of the Supervisory Board Members of the Supervisory Board elected on June 4, 2010 1 2 3 4 5 6 7 8 9 10 11 12 Ignatiev Sergei Mikhailovich Luntovsky Georgy Ivanovich Ulyukaev Aleksei Valentinovich Belousov Andrei Removich Dvorkovich Arkady Vladimirovich Ivanova Nadezhda Yurievna Kudrin Alexei Leonidovich Nabiullina Elvira Sakhipzadovna Savatyugin Alexei Lvovich Tkachenko Valery Viktorovich Shor Konstantin Borisovich Shvetsov Sergei Anatolievich 1 2 3 4 5 6 7 8 Members of the Supervisory Board Members of the Supervisory Board elected on June 3, 2011 Ignatiev Sergei Mikhailovich Luntovsky Georgy Ivanovich Ulyukaev Aleksei Valentinovich Ivanova Nadezhda Yurievna Popova Anna Vladislavovna Savatyugin Alexei Lvovich Tkachenko Valery Viktorovich Shvetsov Sergei Anatolievich Members of the Supervisory Board Members of the Supervisory Board elected on June 4, 2010 13 14 15 16 17 Members of the Supervisory Board Members of the Supervisory Board elected on June 3, 2011 Gref Herman Oskarovich 9 Gref Herman Oskarovich Zlatkis Bella Ilyinichna 10 Zlatkis Bella Ilyinichna Independent/External Directors Guriev Sergei Maratovich 11 Guriev Sergei Maratovich Kelimbetov Kairat Nematovich 12 Dmitriev Mikhail Egonovich Mau Vladimir Aleksandrovich 13 Matovnikov Mikhail Yurievich 14 Mau Vladimir Aleksandrovich 15 Simonyan Rair Rairovich 16 Sinelnicov-Murylev Sergei Germanovich 17 Profumo Alessandro Information on members of the Supervisory Board as of January 1, 201264: IGNATIEV SERGEI MIKHAILOVICH Chairman of the Supervisory Board, Sberbank of Russia OJSC Chairman, Central Bank of the Russian Federation. No share in the charter capital/ordinary shares of the Bank. No transactions with shares in 2011. LUNTOVSKY GEORGY IVANOVICH Deputy Chairman of the Supervisory Board, Sberbank of Russia OJSC, Chairman of the HR and Remuneration Committee First Deputy Chairman, Central Bank of the Russian Federation. No share in the charter capital/ordinary shares of the Bank. No transactions with shares in 2011. ULYUKAEV ALEXEI VALENTINOVICH Deputy Chairman of the Supervisory Board, Sberbank of Russia OJSC, Chairman of the Strategic Planning Committee First Deputy Chairman, Central Bank of the Russian Federation. No share in the charter capital/ordinary shares of the Bank. No transactions with shares in 2011. GREF HERMAN OSKAROVICH 64 Elected by the Annual General Shareholders’ Meeting of Sberbank of Russia on June 3, 2011 31 Member the Supervisory Board, Sberbank of Russia OJSC, member of the Strategic Planning Committee CEO, Chairman of the Management Board, Sberbank of Russia OJSC Share in the Bank’s charter capital: 0.0031% Share of the Bank’s ordinary shares held: 0.003% Date Transaction 09.02.2011 Acquisition of ordinary and preferred shares 04.05.2011 Acquisition of ordinary shares 04.08.2011 Acquisition of ordinary shares 09.08.2011 Acquisition of ordinary shares 11.08.2011 Acquisition of ordinary shares 18.08.2011 Acquisition of ordinary shares 19.08.2011 Acquisition of ordinary shares 25.08.2011 Acquisition of ordinary shares 04.10.2011 Acquisition of ordinary shares Share in the charter capital before the change, % Share of Share in the Share of ordinary charter capital ordinary shares shares after the change, after the change, before the % % change, % 0.0006 0.0007 0.001 0.0009 0.001 0.0016 0.0021 0.0023 0.0024 0.0025 0.0025 0.0029 0.0009 0.0014 0.0019 0.0021 0.0023 0.0023 0.0024 0.0028 0.0016 0.0021 0.0023 0.0024 0.0025 0.0025 0.0029 0.0031 0.0014 0.0019 0.0021 0.0023 0.0023 0.0024 0.0028 0.003 GURIEV SERGEI MARATOVICH Independent member of the Supervisory Board, Sberbank of Russia OJSC, member of the HR and Remuneration Committee Rector of the Private Educational Institution Russian Economic School. No share in the charter capital/ordinary shares of the Bank. No transactions with shares in 2011. DMITRIEV MIKHAIL EGONOVICH Independent member the Supervisory Board, Sberbank of Russia OJSC, member of the Strategic Planning Committee President, Center for Strategic Research Foundation. No share in the charter capital/ordinary shares of the Bank. No transactions with shares in 2011. ZLATKIS BELLA ILYINICHNA Member of the Supervisory Board, Sberbank of Russia OJSC Deputy Chairman of the Management Board, Sberbank of Russia OJSC Share in the Bank’s charter capital: 0.0004% Share of the Bank’s ordinary shares held: 0.0005% Information on the transactions with the Bank’s shares in 2011: no transactions. IVANOVA NADEZHDA YURIEVNA Member the Supervisory Board, Sberbank of Russia OJSC, member of the Auditing Committee Director of the Consolidated Economic Department, Central Bank of the Russian Federation. No share in the charter capital/ordinary shares of the Bank. No transactions with the Bank’s shares in 2011. MATOVNIKOV MIKHAIL YURIEVICH Independent member the Supervisory Board, Sberbank of Russia OJSC, member of the Strategic Planning Committee Chief Executive Officer, Interfax Economic Analysis Center LLC. No share in the charter capital/ordinary shares of the Bank. No transactions with shares in 2011. 32 MAU VLADIMIR ALEKSANDROVICH Independent member of the Supervisory Board, Sberbank of Russia OJSC, Chairman of the Auditing Committee, member of the HR and Remuneration Committee Rector of SEI Academy of National Economy under the Russian Government (from 2010, Russian Presidential Academy of National Economy and Public Administration) No share in the charter capital/ordinary shares of the Bank. No transactions with shares in 2011. POPOVA ANNA VLADISLAVOVNA Member the Supervisory Board, Sberbank of Russia OJSC, member of the Strategic Planning Committee Deputy Head of the Central Office of the Government of the Russian Federation. No share in the charter capital/ordinary shares of the Bank. No transactions with the Bank’s shares in 2011. PROFUMO ALESSANDRO Member the Supervisory Board, Sberbank of Russia OJSC, member of the Strategic Planning Committee Former CEO, UniCredit Financial Group No share in the charter capital/ordinary shares of the Bank. No transactions with shares in 2011. SAVATYUGIN ALEXEI LVOVICH Member the Supervisory Board, Sberbank of Russia OJSC, member of the Strategic Planning Committee Deputy Minister of Finance of the Russian Federation. No share in the charter capital/ordinary shares of the Bank. No transactions with shares in 2011. SIMONYAN RAIR RAIROVICH Independent member the Supervisory Board, Sberbank of Russia OJSC, member of the Auditing Committee Chairman of the Board of Directors / Regional Coordinator, Morgan Stanley Bank LLC. No share in the charter capital/ordinary shares of the Bank. No transactions with shares in 2011. SINELNICOV-MURYLEV SERGEI GERMANOVICH Independent member of the Supervisory Board, Sberbank of Russia OJSC, member of the HR and Remuneration Committee Rector of the Russian Foreign Trade Academy of the Ministry of Economic Development of the Russian Federation No share in the charter capital/ordinary shares of the Bank. No transactions with shares in 2011. TKACHENKO VALERY VIKTOROVICH Member the Supervisory Board, Sberbank of Russia OJSC, member of the Auditing Committee Chief Auditor, Central Bank of the Russian Federation. No share in the charter capital/ordinary shares of the Bank. No transactions with shares in 2011. SHVETSOV SERGEI ANATOLIEVICH Member of the Supervisory Board, Sberbank of Russia OJSC Deputy Chairman, Central Bank of the Russian Federation. No share in the charter capital/ordinary shares of the Bank. No transactions with shares in 2011. 33 14. Material Information on Valuation Methods and Material Accounts 14.1.Data Comparability in Disclosure Reporting Forms The accounting statements as of January 1, 2012 (for 2011) have been drawn up pursuant to Directive of the Bank of Russia No. 2332-U as amended as of the date of the accounting statements. Therefore, the data for 2011 are given in the statements for 2011 in a comparable form. 14.2.Principles and Methods of Valuation and Accounting of Individual Balance-Sheet Items Subject to Regulation of the Bank of Russia No. 302-P65, the assets and liabilities are accounted at their initial cost as of the date of their acquisition or incurrence. The initial cost does not change until write-off, sale or repurchase thereof, unless otherwise stipulated by the laws of the Russian Federation and the regulations of the Bank of Russia. In this case: • the assets and liabilities in foreign currency (save for the amounts of received and issued advances and advance payments for the goods, work and services delivered, which are recognized on the balance-sheet accounts of settlements with nonresident organizations for business transactions) and precious metals are revaluated as the exchange rate and the metal price change subject to the regulations of the Bank of Russia; • the assets, claims and liabilities, the specific value (cost) of which is determined using nondetachable embedded derivatives (NDED) are revaluated (recalculated) on a daily basis with recognition of the resulting differences for the respective income/expenditure items from the date of the transfer of ownership of the asset delivered (the date of work acceptance or service provision) to the actual payment date; • the cost of fixed assets changes in the event of further construction, additional equipment, modernization, reconstruction, revaluation or partial liquidation of the respective assets in accordance with the regulatory documents of the Bank of Russia. In particular, as per Regulation of the Bank of Russia No. 302-P, the bank revaluates the group of homogeneous items of fixed assets at the current (replacement) cost. Moreover, fixed assets are regularly revaluated, so that the cost under which they appear in the accounting records and financial statements would not differ materially from the current (replacement) cost. Increased property cost resulting from the revaluation is a source of Level 2 internal resources (equity). Pursuant to Regulation of the Bank of Russia No. 215-P, property revaluation may be included in the calculation of capital not more than once every 3 years based on the accounting statements confirmed by the auditor; • securities are accounted according to the actual costs for their acquisition. The actual acquisition costs for the interest bearing (coupon) securities include, besides the cost of the security at the acquisition price determined under the contract (deal), the interest (coupon) income paid upon its acquisition. After the initial recognition, the cost of debt obligations changes subject to interest incomes charged and received from the date of the initial recognition of the debt obligations. Interest (coupon) income is charged and reflected in the accounting records on a daily basis. Securities are reflected on the respective balance-sheet accounts of security investments, depending on the purpose of their acquisition. The securities “at fair value through profit or loss” and the securities “available for sale” are subject to daily revaluation at the current (fair) value of securities. 65 Regulation of the Bank of Russia No. 302-P "On the rules of accounting by credit organizations located within the Russian Federation" dated March 26, 2007 34 14.3.List of Material Changes in the Accounting Policy Affecting the Comparability of the Bank’s Individual Indicators The changes made to the Accounting Policy for 2011 cover the following aspects: • creation of a provision for the staff retirement plan under the Corporate Retirement Program; • inclusion of the value added tax paid upon the property acquisition in the cost of the property, acquired as a result of transactions under compensation and pledge contracts and accepted for accounting and further sale, and the property acquired for charity purposes and posted on balance account 61008 “Materials” (regardless of the cost). If it is decided to use the property acquired as a result of transactions under compensation and pledge contracts in own activities (including for lease purposes), the value added tax will be recognized on balance account 60310. • the materiality criteria for the purpose of acknowledging erroneous entries; • the cost limit for items to be allocated to fixed assets is established in the amount of 40,000 rubles inclusive. The above changes did not materially affect the Bank's individual indicators. 14.4.Brief Information on Balance-Sheet Items Inventory In order to draw up its annual report, the Bank carried out an inventory as of November 1 or December 1, 2011, of its fixed assets, intangible assets, inventories, settlements for claims and liabilities with respect to bank transactions and deals, for the claims and liabilities in respect of term transactions, settlements with debtors and creditors. Based on the inventory, measures were taken to eliminate the identified discrepancies between actual availability and accounting data. As of January 1, 2012, cash and valuables were audited in all the Bank’s cash departments. The audit resulted in no surplus or shortages revealed. 14.5.Information on Receivables and Payables In order to reflect fully the results of the Bank’s activities in its balance sheet as of the end of the reporting period, measures were taken to settle the obligations and claims for term transactions recorded on the accounts of Chapter "D" [Г] of the Working Plan of Accounts by the Bank’s subsidiaries, as well as receivables and payables posted on accounts No. 603 “Settlements with Debtors and Creditors” and No. 474 “Settlements for Individual Transactions”. The accounts receivable from, and the accounts payable to, the suppliers, contractors, buyers and counterparties were reconciled and bilateral reconciliation statements were sent to them. To exclude recognition of actually commissioned fixed asset items on account No. 607 “Investments in Construction (Building), Creation (Production) and Acquisition of Fixed Assets and Intangible Assets”, the Bank analyzed the capital investments and revealed no incorrect recognition of costs. The required measures were taken to settle and minimize the amounts on the accounts until clarification. The balance on account No. 47416 “Amounts Entered to Correspondent Accounts until Clarification” as of January 1, 2012 in the amount of 3.0 billion rubles, accrued as a result of posting amounts, which were not allocated to the recipients’ accounts due to unavailability of settlement documents, as well as misrepresentation or misstatement of details, to correspondent accounts and intra-subsidiary settlement accounts. The balance in rubles accrued in the period from December 23 to December 31, 2011, and that in foreign currency accrued in the period from December 1 to December 31, 2011. 14.6.Information on Adjusting Events after the Reporting Date The Bank draws up its annual report subject to events after the reporting date (“EARD”) which occurs between the reporting date and the date of signing the annual report and affect or might 35 affect the Bank's financial standing. Adjusting EARD are recognized in the accounting records. Adjusting EARD are events confirming the existence as of the reporting date of the conditions in which the Bank has operated. The total volume and composition of EARD for 2011 are reflected in the consolidated turnover statement in the form of Appendix 14 to Regulation of the Bank of Russia No. 302-P. According to Directive of the Bank of Russia No. 2089-U and the Bank’s Accounting Policy, the accounting records contain, in particular, the following adjusting EARD: • carryover of the balances from the profit and loss accounts of the accounting year to the profit and loss accounts of the previous year, namely: 7,379,506.6 million rubles from the profit accounts; 7,057,615.5 million rubles from the expense accounts; • adjustments for taxes and duties payable by the Bank in the amount of 1,037.9 million rubles (increase by 1,064.9 million rubles, decrease by 27.0 million rubles); • adjustment of loss provisions (including for contingent credit-related liabilities) created as of the reporting date, subject to information on the conditions prevailing as of the reporting date received when drawing up the annual report, in the amount of 1,049.2 million rubles (increase by 1,067.8 million rubles, decrease by 18.6 million rubles); • receipt after the reporting date of source documents confirming the transactions performed before the reporting date and/or determining (specifying) the cost of the work, services and assets for such transactions and specifying the income and expenditure reflected in the accounting records for the amount of 3,700.5 million rubles (increase in profit by 1,520.0 million rubles, increase in expenditure by 5,220.5 million rubles); • depreciation of fixed asset items chargeable to expenditure in the amount of 5,878.4 million rubles; • appreciation of fixed asset items chargeable to income in the amount of 269.8 million rubles; • depreciation (reduction) of the cost of fixed asset items upon revaluation as of January 1, 2012 in the amount of 2,803.1 million rubles; • reduction of the accumulated amortization upon depreciation of fixed asset items as a result of their revaluation in the amount of 277.0 million rubles. 14.7.Non-Adjusting Events after the Reporting Date On January 23, 2012, Sberbank of Russia and Troika Dialog announced the closure of a merger deal (the Agreement of Intent for the Merger of Sberbank of Russian and Troika Dialog was signed on March 11, 2011). As of January 1, 2012, Troika Dialog is not a member of Sberbank Group for RAS. On February 15, 2012, Sberbank of Russia closed a deal for the purchase of 100% of shares of Volksbank International AG (VBI) – East European division of the Austrian banking group Oesterreichische Volksbanken AG. The deal will allow Sberbank additionally to enter the markets of Austria, the Czech Republic, Hungary, Croatia, Serbia, Slovenia and Bosnia-Herzegovina. 14.8.Information on Failures to Comply with Accounting Rules The Bank's branches and headquarters confirm the compliance of the bank transactions recognized on the accounts with the account characteristics provided in Regulation of the Bank of Russia No. 302-P. No non-compliance with the accounting rules was revealed. 14.9.Changes in the Bank’s Accounting Policy for 2012 For accounting purposes, the following main amendments were made to the Accounting Policy for 2012. From January 1, 2012, the Bank’s headquarters and branches classify property into fixed assets, 36 immovable property temporarily unused in the core activities, intangible assets and inventories in accordance with the regulatory documents of the Bank of Russia and the Bank’s Accounting Policy. The value of the immovable property temporarily unused in the core activities is determined: after its first recognition, such immovable property is valuated at its current (fair) cost. The items of the immovable property temporarily unused in the core activities are revaluated at the current (fair) value on a quarterly basis. If it appears impossible to determine the current (fair) value of an item, that is for the first time classified as property temporarily unused in the core activities, after changing the way it is used, the Bank’s headquarters and branches value this item at its initial value net of the accumulated amortization and accumulated impairment losses. Such items are checked for impairment once a year. Further, such an item will be recognized at its initial cost net of the accumulated amortization and accumulated impairment losses up to its disposal or transfer from the property temporarily unused in the core activities. The criteria for recognizing the immovable property temporarily unused in the core activities have been defined. Immovable property temporarily unused in the core activities is the property (part of the property) (land or building, or part of the building or both) owned by the Bank (obtained in the course of its charter activities) and intended for receiving rent payments (save for the payments under financial lease contracts), revenues from the increase in the cost of such property or both, but not for using as labor instruments for the provision of services, management of a credit organization, as well in cases stipulated by sanitary and hygienic, technical and operating, and other special technical standards and requirements, which is not planned to be sold within one year from the date of being classified as the property temporarily unused in the core activities. The immovable property temporarily unused in the core activities includes: • land plots the purpose of which is not defined; • land plots provided for temporary possession and use or for temporary use under one or more lease contracts, save for financial lease; • a building (part of a building) provided for temporary possession and use or for temporary use under one or more lease contracts, save for financial lease; • a building (part of a building) provided for temporary possession and use or for temporary use under one or more lease contracts, save for financial lease; • facilities under construction (building) or reconstruction, intended to be provided for temporary possession and use or for temporary use under one or more lease contracts, save for financial lease. Where part of an immovable property item is used to receive rent payments (save for the payments under financial lease contracts) or to increase the cost of the property, and the other part is used as labour instruments for the provision of services, management of a credit organization, as well as in cases provided for by the sanitary and hygienic, technical and operating, and other special technical standards and requirements, the Bank's headquarters and branches account for the said parts of the item separately (immovable property temporarily unused in the core activities and fixed asset, respectively) only to the extent such parts of the item can be sold separately. To determine the possibility of selling parts of an immovable property item separately, a professional judgment is applied on a case-by-case basis. If parts of an immovable property item cannot be sold separately, the said item is considered immovable property temporarily unused in core activities only if a maximum of 5% of the total area of the item intended for using as labor instruments for the provision of services, management of a credit organization, as well as in cases provided for by the sanitary and hygienic, technical and operating, and other special technical standards and requirements. Items are accounted as property temporarily unused in core activities only if all of the following conditions established by the Bank of Russia are met: • an item is capable of bringing economic benefits to the Bank in future; • the cost of an item can be reliably determined. 37 An item may be transferred to or removed from the immovable property temporarily unused in core activities only if the way it is used is changed. If it is decided to sell an item of immovable property temporarily unused in core activities, it is transferred to non-current inventories. If items of fixed assets as well as non-current inventories are transferred to immovable property temporarily unused in core activities, the Bank's headquarters and branches revaluate the items transferred at the current (fair) value as of the item transfer date. If an item of immovable property temporarily unused in core activities is transferred to fixed assets and non-current inventories, its current (fair) value as of the transfer date is taken as the initial cost of such item for the purposes of further accounting. From January 1, 2012, items of over 40,000 rubles per unit are accounted as part of the fixed assets. Monthly depreciation is charged on property temporarily unused in core activities, which is accounted at its initial cost net of the accumulated amortization and accumulated impairment losses, at the rates calculated based on the useful life as set forth by Decree of the Russian Government No. 1 “On classification of fixed assets included in depreciation groups” dated January 1, 2002, subject to the provisions of the Accounting Policy for Tax Purposes of Sberbank of Russia as it pertains to defining the useful life of the depreciated property. The cost of securities acquired under the contracts being derivative financial instruments (“DFI”) is determined. The value of such securities to be accounted is determined subject to the DFI cost. From January 2012, the current (fair) value of securities is determined by methods set forth in Methodology for Determining the Current Fair Value of Financial Instruments No. 2360 dated December 27, 2011. The specific features of DFI accounting are determined, involving the following. A derivative financial instrument is initially recognized in the accounting records upon signature of the contract being a derivative financial instrument. From the date of the initial recognition, derivative financial instruments are valued at fair value. The derivative financial instruments are revalued daily at fair value regardless of whether the market is active or not. The methods for evaluating the fair value of DFI are set out in Methodology for determining the Current Fair Value of Financial Instruments No. 2369 dated December 12, 2011. For accounting purposes, DFIs are contracts, save for a REPO contract, providing for one or more of the following obligations: • an obligation of the parties or a party to the contract to pay monies, whether on a regular or nonrecurring basis, including in the event of any claims raised by the other party, depending on the change of prices for goods and securities, the exchange rate of the respective currency, the amount of interest rates, the level of inflation, the values calculated based on the prices for derivative financial instruments, the values of indicators constituting official statistical information, the values of physical, biological and/or chemical environment indicators, the occurrence of a circumstance evidencing a failure to perform or improper performance by one or more legal entities, governments or municipal units of their obligations (save for a surety contract and an insurance contract), or any other circumstance provided for by federal law or regulations of a federal executive authority for the securities market, and in respect of which it is unknown whether it will or will not occur, as well as on the change of values calculated based on one or several of the indicators mentioned in this clause. Moreover, such contract may also provide for an obligation for a party or parties thereto to transfer securities, goods or currency to the other party, or an obligation to enter into a contract being a derivative financial instrument; • an obligation of a party or parties on the terms determined upon signature of the contract and as required by the other party to buy or sell securities, currency or goods or to sign a contract being a derivative financial instrument; • an obligation of one party to transfer ownership of securities, currency or goods to the other party not earlier than the third day after the date of the contract, an obligation of the other party to accept and pay for the said property and the note that such contract is a derivative financial 38 instrument. In this case, supply contracts, under which the basic asset is securities, currency or goods, made on an over-the-counter market are DFIs to the extent it is agreed upon by the parties to the contract in the Agreement or upon concluding a transaction, and is specified in the Agreement and/or the transaction documents. Failing this, such contracts are not DFIs and are not accounted as DFIs but recognized as forward transactions for sale and purchase of the respective asset. Also, for accounting purposes, DFIs include: • contracts which are DFIs under the law of a foreign country, the regulations of an international treaty or business practice, and in respect of which the law of a foreign country or the regulations of an international treaty provide for the judicial defense thereof; • contracts which are DFIs in accordance with the trade organizer’s specification; • contracts which are DFIs under a broker agreement; • contracts made under ISDA. A list of costs has been determined which are additional costs directly related to the execution of a contract not being a DFI or to disposal of a DFI. For the purpose of DFI valuation, an active market is a market characterized by the following signs: • operations are performed through a trade organizer; • information on current prices is publishable and publicly available. Otherwise, the market is considered inactive. The fair value of DFI is calculated based on the data disclosed by such information agencies as Bloomberg, Thomson Reuters, Russian or foreign organizers of trade as of the DFI revaluation date. In addition, to determine the estimated value of individual types of DFI, the Bank may call upon an independent appraiser. The data received from the appraiser are used as input parameters for daily determination of the fair value of DFI. During 2011 and within the period of drawing up the annual report of which this explanatory note is part, there were no other events required to be disclosed in the explanatory note under the laws of the Russian Federation. President, Chairman of the Management Board, Sberbank of Russia OJSC Chief Accountant, Sberbank of Russia Director of the Accounting and Reporting Department, Sberbank of Russia OJSC /Signature/ /Signature/ H. Gref A.V. Kruzhalov /Seal/: SBERBANK * Sberbank of Russia Joint-Stock Company * Moscow 39 Evaluation of the Auditor’s Report Prepared by the Bank’s Auditing Committee 40 On evaluation of the auditor’s report on the annual report for the year ended December 31, 2011 (drawn up in accordance with Directive of the Bank of Russia No. 2089-U dated October 8, 2008 “On the procedure for drawing up of annual statements by credit organizations” Having reviewed the auditor’s report provided by the independent auditor ZAO Ernst & Young Vneshaudit for the annual report for the year ended December 31, 2011, the Auditing Committee of the Supervisory Board of Sberbank of Russia OJSC resolved to: 1. Note that: ■ the audit was carried out in compliance with Federal Auditing Standards and International Audit standards; ■ the audit report is drawn up in conformity to Federal Auditing Standard (FAS) 1/2011 “Auditor’s report on accounting (financial) statements and formation of the opinion on their accuracy” approved by Order of the Ministry of Finance of the Russian Federation No. 46n dated May 20, 2010; ■ the audit report contains an unqualified opinion on the accuracy of the financial position of Sberbank of Russia OJSC in all material respects as of January 1, 2012 and the results of its financial and economic activities for the period from January 1, 2011 to December 31, 2011 inclusive, subject to the laws of the Russian Federation applicable to credit organizations as it pertains to the preparation of annual reports. 2. Recommend the Supervisory Board of Sberbank of Russia OJSC to submit the annual report for the year ended December 31, 2011 (drawn up in accordance with Directive of the Bank of Russia No. 2089-U dated October 8, 2008 “On the procedure for drawing up annual statements by credit organizations”) for approval by the Annual General Shareholders’ Meeting. 3. Propose to the Supervisory Board of Sberbank of Russia OJSC to include this resolution of the Auditing Committee of the Supervisory Board of Sberbank of Russia OJSC in the information (materials) provided for review to the persons entitled to participate in the Annual General Shareholders’ Meeting to be held on June 1, 2012 as an evaluation of the auditor’s report on the annual report for the year ended December 31, 2011. Chairman of the CommitteeV.A. Mau 41 Opinion of the Bank’s Audit Commission on the Results of its Financial and Economic Activities for 2011 42 To: Shareholders, Supervisory Board, Management Board of Sberbank of Russia OJSC OPINION of the Audit Commission on the Results of Audit of Sberbank of Russia’s Financial and Economic Activities for 2011 The Audit Commission audited individual activity areas of Sberbank of Russia (hereinafter the “Bank”) and considered the results of its financial and economic activities for 2011 presented in the Bank’s annual report. The Bank's annual report for 2011 is drawn up subject to the requirements of the Bank of Russia and the laws of the Russian Federation on securities, and is characterized by the following indicators. The Bank’s assets for the accounting year grew by 1, 896 billion rubles and amounted to 10,419 billion rubles as of January 1, 2012. The Bank’s capital grew by 22.1% for the year and as of January 1, 2012 it amounted to 1,516 billion rubles. The Bank’s capital growth in 2011 was attributed to net profit. The actual value of the Bank’s equity (capital) adequacy ratio (Н1[N1]) was 15.0% with the minimum admissible value of 10.0%. The Bank’s financial and economic activities for 2011 were audited in accordance with the work plan of the Audit Commission; in particular, the following issues were considered: audit of the correctness of generation and disposition of profits; audit of the loan debts, including overdue loan debts; audit of accounts receivable; audit of investments in affiliates and subsidiaries; audit of transactions with securities of third party issuers; audit of the work for forming the budget of capital investments, acquisition of fixed assets and performing an inventory of fixed assets. The audit was held selectively based on the internal documents provided by the Bank which regulate the activities for the said issues, as well as the source documents and accounting registers. The processes of the Bank’s risk management and the organization of the internal control were analyzed. In 2011, in the audited areas of activities, the Bank operated in accordance with the laws, regulatory documents of the Bank of Russia and the Bank's regulations. The created risk management and internal control system is adequate to the scale and character of the operations carried out by the Bank. When carrying out the audit within the scope of its functions and powers, the Audit Commission did not reveal any material violations, errors or faults in the Bank's activities which might pose a threat to the interests of the shareholders, creditors and depositors. The Audit Commission believes that the results of the Bank's financial and economic activities for 2011, reflected in the Bank's annual report, may be accepted by the General Shareholders’ Meeting for consideration and approval. The results of the audit conducted by the Audit Commission are brought to the notice of the Chairman of the Supervisory Board of Sberbank of Russia OJSC – the Chairman of the Bank of Russia, S.M. Ignatiev, the Auditing Committee of the Supervisory Board, and the Management Board of the Bank. Chairman of the Audit Commission – Director of the Internal Audit Department, Bank of Russia O.V. Polyakova /Signature/ 43 Members of the Audit Commission: Deputy Director – Head of the Accounting and Reporting Department, Bank of Russia V.M. Volkov /Signature/ Deputy Chief Accountant, Sberbank of Russia – Deputy Director of the Accounting and Reporting Department A.E. Minenko /Signature/ Deputy Director of the Internal Control, Revisions and Audit Department, Sberbank of Russia OJSC M.L. Dolzhnikov /Signature/ Head of the Finance Control Unit, Sberbank of Russia Y.Y. Isakhanova /Signature/ L.A. Zinina /Signature/ 44 Recommendations of the Bank’s Supervisory Board on Distribution of Profits and Amount of Dividends Paid for the Bank’s Shares for 2011 45 Recommendations of the Bank’s Supervisory Board on Distribution of Profits and Amount of Dividends Paid for the Bank’s Shares for 2011 Recommend that the Annual General Shareholders’ Meeting: 1. Approve distribution of profits of Sberbank of Russia OJSC Distribution of Profits of Sberbank of Russia for 2011 (subject to the events after the reporting date) Amount (rubles) Net profit after tax 310,494,910,863.88 Distribution of profits after tax: Funds for payment of dividends 47,490,851,840.00 Undistributed profits 263,004,059,023.88 2. Pay dividends for the ordinary shares of Sberbank of Russia OJSC par value 2.08 rubles per one share, and for the preferred shares par value 2.59 rubles per one share. 46 Information on Candidates to the Supervisory Board 47 1. Gref Herman Oskarovich 2. Guriev Sergei Maratovich 3. Danilov-Danilyan Anton Viktorovich 4. Dmitriev Mikhail Egonovich 5. Zlatkis Bella Ilyinichna 6. Ivanova Nadezhda Yurievna 7. Ignatiev Sergei Mikhailovich 8. Luntovsky Georgy Ivanovich 9. Matovnikov Mikhail Yurievich 10. Mau Vladimir Aleksandrovich 11. Profumo Alessandro 12. Savatyugin Alexei Lvovich 13. Simonyan Rair Rairovich 14. Sinelnicov-Murylev Sergei Germanovich 15. Tkachenko Valery Viktorovich 16. Tulin Dmitry Vladislavovich 17. Ulyukaev Aleksei Valentinovich 18. Freeman Ronald 19. Shvetsov Sergei Anatolievich CEO, Chairman of the Management Board, Sberbank of Russia OJSC Rector of the Russian Economic School Chairman of the Committee for Interaction with Minority Shareholders of Sberbank of Russia OJSC President, Center for Strategic Research Foundation Deputy Chairman of the Management Board, Sberbank of Russia OJSC Director of the Consolidated Economic Department, Central Bank of the Russian Federation. Chairman, Central Bank of the Russian Federation First Deputy Chairman, Central Bank of the Russian Federation CEO, Interfax-EAC Rector of the Russian Academy of National Economy and Civil Service under the Government of the Russian Federation Former CEO of UniCredit Group Deputy Minister of Finance of the Russian Federation Chairman of the Board of Directors, Morgan Stanly Bank LLC Rector of the Russian Foreign Trade Academy of the Ministry of Economic Development of the Russian Federation Chief Auditor, Central Bank of the Russian Federation PhD in Economics First Deputy Chairman, Central Bank of the Russian Federation Member of the Board of Directors, Investment Company Troika Dialog COJSC Deputy Chairman, Central Bank of the Russian Federation Written consents of the candidates for election to the Supervisory Board of Sberbank of Russia are available. 48 Information on Candidates to the Audit Commission 49 Information on the Candidates to the Audit Commission 1. Borodina Natalia Petrovna 2. Volkov Vladimir Mikhailovich 3. Dolzhnikov Maxim Leonidovich 4. Isakhanova Yulia Yurievna 5. Kremleva Irina Vladimirovna 6. Minenko Aleksei Yevgenievich 7. Polyakova Olga Vasilievna Head of Audit Division for Credit Organizations of Internal Audit Department, Central Bank of the Russian Federation Deputy Director – Head of Accounting and Reporting Department, Central Bank of Russia – Head of the Department for Accounting Principles, and Development and Support of the Procedural Basis for Financial Reporting pursuant to International Standards Deputy Director of Internal Control, Revisions and Audit Department, Sberbank of Russia OJSC Head of Finance Control Unit of Finance Department, Sberbank of Russia OJSC Deputy Director of Risk Department, Sberbank of Russia OJSC Deputy Chief Accountant – Deputy Director of Accounting and Reporting Department, Sberbank of Russia OJSC Director of Internal Audit Department, Central Bank of the Russian Federation Written consents of the candidates for election to the Supervisory Board of Sberbank of Russia are available. 50 New Version of the Bank's Charter Draft Resolutions of the Meeting 51 Draft Resolutions of the Meeting 52 Resolution on Item No. 1: Approve the annual report for 2011. Resolution on Item No. 2: Approve the annual report for 2011, including: the accounting balance-sheet and the profit and loss statement (disclosure forms). Resolution on Item No. 3: 1. Approve distribution of profits for 2011. 2. Pay dividends for the ordinary shares par value 2.08 rubles per one share, and for the preferred shares par value 2.59 rubles per one share. Resolution on Item No. 4: Approve the auditing organization ZAO Ernst & Young Vneshaudit as the auditor for 2012 and the 1st quarter of 2013. Resolution on Item No. 5 Elect the following members to the Supervisory Board: .... Resolution on Item No. 6: Elect the following members to the Audit Commission: .... Resolution on Item No. 7: 1. Pay remuneration to the members of the Supervisory Board of Sberbank of Russia OJSC, except Alessandro Profumo, subject to their consent in accordance with the laws of the Russian Federation in the following amount: - 4.5 million rubles to each of the members of the Supervisory Board acting as the Chairmen of the Supervisory Board; - 4.2 million rubles to each of the members of the Supervisory Board being the members of the Supervisory Board’s committees; - 3.8 million rubles to each of the members of the Supervisory Board not being the members of the Supervisory Board’s committees. 2. Pay remuneration to member of the Supervisory Board of Sberbank of Russia OJSC, Alessandro Profumo, in the amount of EUR 431,497.12 and reimburse him for the expenses related to his performing the duties of a member of the Supervisory Board of Sberbank of Russia OJSC in the amount of up to USD 19,657.14. 3. Pay remuneration to the Chairman of the Audit Commission of Sberbank of Russia OJSC in the amount of 1.0 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. Resolution on Item No. 8: 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. 53