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IMPORTANT NOTICE IMPORTANT: You must read the following before continuing. The following applies to the prospectus following this page (the “Prospectus”), and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. You acknowledge that this electronic transmission and the delivery of the Prospectus is confidential and intended for you only and you agree that you will not forward, reproduce or publish this electronic transmission or the Prospectus to any other person. NOTHING IN THE PROSPECTUS CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS DOCUMENT AND THE OFFER WHEN MADE ARE ONLY ADDRESSED TO AND DIRECTED AT PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE “EEA”) WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC AND AMENDMENTS THERETO, INCLUDING DIRECTIVE 2010/73/EU, TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE) (“QUALIFIED INVESTORS”). IN ADDITION, IN THE UNITED KINGDOM, THIS DOCUMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO ARE INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”) OR (II) WHO ARE HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER AND OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS DOCUMENT MUST NOT BE ACTED ON OR RELIED UPON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO (I) IN THE UNITED KINGDOM, RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER THAN THE UNITED KINGDOM, QUALIFIED INVESTORS, AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THE PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your representation: In order to be eligible to view the Prospectus or make an investment decision with respect to the securities, you must have represented to us that (i) you are or are acting on behalf of (a) a “qualified institutional buyer” (as defined in Rule 144A) or (b) outside the United States, (ii) if you are in the United Kingdom, you are a relevant person, and/or a relevant person who is acting on behalf of relevant persons in the United Kingdom and/or Qualified Investors to the extent you are acting on behalf of persons or entities in the United Kingdom or the EEA; (iii) if you are in any Member State of the EEA other than the United Kingdom, you are a Qualified Investor and/or a Qualified Investor acting on behalf of Qualified Investors or relevant persons, to the extent that you are acting on behalf of persons or entities in the EEA or the United Kingdom; (iv) you are an institutional investor that is eligible to receive this document and (v) you consent to delivery by electronic transmission. The GDSs and ADSs (each as defined below) are not eligible for “placement” and “circulation” in the Russian Federation (as defined under Russian law) unless and to the extent otherwise permitted by Russian law. The Prospectus and information provided herein is not an advertisement, an offer, or an invitation to make offers, sell, exchange or otherwise transfer the GDSs or the ADSs in the Russian Federation or to or for the benefit of any

IMPORTANT NOTICE IMPORTANT: You must ... - Sberbank …€¦ · Sberbank expects that conditional trading in the GDSs on the LSE through the IOB will commence at 8:00am (London time)

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  • IMPORTANT NOTICE

    IMPORTANT: You must read the following before continuing. The following applies to the prospectusfollowing this page (the Prospectus), and you are therefore advised to read this disclaimer carefully beforereading, accessing or making any other use of the Prospectus. In accessing the Prospectus you agree to be boundby the following terms and conditions, including any modifications to them any time you receive any informationfrom us as a result of such access. You acknowledge that this electronic transmission and the delivery of theProspectus is confidential and intended for you only and you agree that you will not forward, reproduce orpublish this electronic transmission or the Prospectus to any other person.

    NOTHING IN THE PROSPECTUS CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANYJURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN AND WILLNOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THESECURITIES ACT), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OFTHE UNITED STATES OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED OROTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THESECURITIES ACT (RULE 144A) TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ONITS BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THEMEANING OF RULE 144A OR (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITHRULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, IN EACH CASE INACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THEUNITED STATES.

    THIS DOCUMENT AND THE OFFER WHEN MADE ARE ONLY ADDRESSED TO AND DIRECTED ATPERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE EEA) WHO AREQUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUSDIRECTIVE (DIRECTIVE 2003/71/EC AND AMENDMENTS THERETO, INCLUDING DIRECTIVE2010/73/EU, TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE) (QUALIFIEDINVESTORS). IN ADDITION, IN THE UNITED KINGDOM, THIS DOCUMENT IS BEINGDISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO AREINVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICESAND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE ORDER)OR (II) WHO ARE HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THEORDER AND OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS RELEVANT PERSONS). THISDOCUMENT MUST NOT BE ACTED ON OR RELIED UPON (I) IN THE UNITED KINGDOM, BYPERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEAOTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANYINVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT RELATES IS AVAILABLEONLY TO (I) IN THE UNITED KINGDOM, RELEVANT PERSONS, AND (II) IN ANY MEMBER STATEOF THE EEA OTHER THAN THE UNITED KINGDOM, QUALIFIED INVESTORS, AND WILL BEENGAGED IN ONLY WITH SUCH PERSONS.

    THE PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON ANDMAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING,DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART ISUNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OFTHE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

    Confirmation of your representation: In order to be eligible to view the Prospectus or make an investmentdecision with respect to the securities, you must have represented to us that (i) you are or are acting on behalf of(a) a qualified institutional buyer (as defined in Rule 144A) or (b) outside the United States, (ii) if you are inthe United Kingdom, you are a relevant person, and/or a relevant person who is acting on behalf of relevantpersons in the United Kingdom and/or Qualified Investors to the extent you are acting on behalf of persons orentities in the United Kingdom or the EEA; (iii) if you are in any Member State of the EEA other than the UnitedKingdom, you are a Qualified Investor and/or a Qualified Investor acting on behalf of Qualified Investors orrelevant persons, to the extent that you are acting on behalf of persons or entities in the EEA or the UnitedKingdom; (iv) you are an institutional investor that is eligible to receive this document and (v) you consent todelivery by electronic transmission.

    The GDSs and ADSs (each as defined below) are not eligible for placement and circulation in the RussianFederation (as defined under Russian law) unless and to the extent otherwise permitted by Russian law. TheProspectus and information provided herein is not an advertisement, an offer, or an invitation to make offers, sell,exchange or otherwise transfer the GDSs or the ADSs in the Russian Federation or to or for the benefit of any

  • Russian person or entity. This Prospectus is not intended to be, and must not be, distributed or circulated in theRussian Federation unless and to the extent otherwise permitted or required under Russian law.

    The Prospectus may only be provided to persons in the United Kingdom in circumstances where Section 21(1) ofthe Financial Services and Markets Act 2000 does not apply to Sberbank.

    You are reminded that you are accessing the Prospectus on the basis that you are a person by whom theProspectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are locatedand you may not, nor are you authorised to, deliver the Prospectus, electronically or otherwise, to any otherperson.

    The materials relating to the offering do not constitute, and may not be used in connection with, an offer orsolicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that theoffering be made by a licensed broker or dealer and any of Credit Suisse Securities (Europe) Limited, GoldmanSachs International, J.P. Morgan Securities plc, Morgan Stanley & Co. International plc, CJSC Sberbank CIB(formerly, CJSC Investment Company Troika Dialog) or SIB (Cyprus) Limited or any affiliate of any suchperson is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by such personor such affiliate on behalf of Sberbank in such jurisdiction.

    Restrictions: Nothing in this electronic transmission constitutes an offer of securities for sale to persons otherthan specified qualified institutional buyers to whom it is directed and access has been limited so that it shall notconstitute a general solicitation. If you have gained access to this transmission contrary to the foregoingrestrictions, you will be unable to purchase any of the securities described therein.

    You are responsible for protecting against viruses and other destructive items. Your receipt of thiselectronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is freefrom viruses and other items of a destructive nature.

    This Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via thismedium may be altered or changed during the process of electronic transmission and, consequently, neitherSberbank, Credit Suisse Securities (Europe) Limited, Goldman Sachs International, J.P. Morgan Securities plc,Morgan Stanley & Co. International plc, CJSC Sberbank CIB nor SIB (Cyprus) Limited or any person whocontrols any of them, nor any director, officer, employee or agent of it or affiliate of any such person accepts anyliability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you inelectronic format and the hard copy version available to you on request from Sberbank, Credit Suisse Securities(Europe) Limited, Goldman Sachs International, J.P. Morgan Securities plc, Morgan Stanley & Co. Internationalplc, CJSC Sberbank CIB or SIB (Cyprus) Limited.

  • (organised as an open joint-stock company under the laws of the Russian Federation)

    Offering of 1,712,994,999 Ordinary Shares in the form ofOrdinary Shares and Global Depositary Shares

    1,712,994,999 ordinary shares, each with a nominal value of 3.00 Roubles (Ordinary Shares), of Sberbank of Russia (Sberbank), an openjoint-stock company organised under the laws of the Russian Federation, are being offered by the Central Bank of Russia (the CBR) in (i) anoffering (the Offering) in the form of Ordinary Shares (the Offer Shares) and global depositary shares representing Ordinary Shares (theGDSs and, together with the Offer Shares and the ADSs (as defined below), the Securities) and (ii) the MICEX Offering (as defined below).Each GDS represents an interest in four Ordinary Shares. The 1,663,687,663 Ordinary Shares being offered pursuant to the Offering in the formof Offer Shares and GDSs, are referred to as the Shares.

    The Offering comprises a domestic offering of Offer Shares in Russia and an international offering of Offer Shares and GDSs outside the UnitedStates and Russia to certain persons in offshore transactions in reliance on Regulation S (Regulation S) under the U.S. Securities Act of 1933,as amended (the Securities Act), and in the United States to qualified institutional buyers (QIBs), as defined in, and in reliance on,Rule 144A (Rule 144A) under the Securities Act or pursuant to another exemption from the registration requirements of the Securities Act. TheOffering is made pursuant to this Prospectus. Simultaneously with the Offering, the CBR will also sell 49,307,336 Ordinary Shares through thefacilities of the CJSC Stock Exchange Moscow Interbank Currency Exchange (MICEX) pursuant to the MICEX settlement procedures (theMICEX Offering) on or about the date of this Prospectus.

    Sberbank has applied to the U.K. Financial Services Authority (the FSA), in its capacity as competent authority under the Financial Services andMarkets Act 2000 (the FSMA), to admit any and all GDSs and American Depositary Shares (ADSs and, together with the GDSs, DSs) that maybe delivered from time to time by The Bank of New York Mellon, as depositary (the Depositary), in its capacity as the depositary under Sberbanksexisting level 1 ADS programme and the GDS programmes established in connection with the Offering, against the deposit of Ordinary Shares under theDeposit Agreements (as defined below), representing in aggregate up to a number of Ordinary Shares not exceeding the total issued share capital ofSberbank, subject to the limitations and requirements of Russian law, to the official list of the FSA (the Official List), of which up to 288,675,750GDSs will be issued on or about September 24, 2012, or such later date as may be agreed between Credit Suisse Securities (Europe) Limited, GoldmanSachs International, J.P. Morgan Securities plc, Morgan Stanley & Co. International plc and CJSC Sberbank CIB (formerly, CJSC InvestmentCompany Troika Dialog), acting jointly with SIB (Cyprus) Limited (together, the Joint Bookrunners), Sberbank and the CBR (the AdmissionDate). At no time will the aggregate number of GDSs and ADSs outstanding, which is subject to the limitations and requirements of Russian law,represent more than the total number of Ordinary Shares in issue. Sberbank has also applied to the London Stock Exchange plc (the LSE) to admit theGDSs and the ADSs to trading on the LSEs regulated market for listed securities (the Regulated Market) through its International Order Book(regulated market segment) (the IOB), which is a regulated market for the purpose of Directive 2004/39/EC, under the symbols SBRF (for GDSs)and SBER (for ADSs). Sberbank expects that conditional trading in the GDSs on the LSE through the IOB will commence at 8:00am (London time)on or about September 19, 2012 and unconditional trading in the DSs will commence at 8:00am (London time) on or about the Admission Date. Alldealings in the GDSs prior to the commencement of unconditional trading will be of no effect if admission of the DSs to listing on the Official List,together with admission of the DSs to trading on the Regulated Market (the Admission) does not take place and will be at the sole risk of the partiesinvolved. Potential investors should note that trading on MICEX in the Ordinary Shares sold in the MICEX Offering will commence one hour ahead ofconditional trading in the DSs on the LSE following confirmation of allocations.

    Sberbank received permission from the Russian Federal Service for Financial Markets (the FSFM) for the circulation of up to 5,396,737,000 OrdinaryShares in the form of DSs on June 15, 2011 (the FSFM DS Approval). The Shares that are being offered pursuant to the Offering have been validlyissued, and all necessary regulatory approvals required in connection with the issue of such Shares in Russia have been received.

    The Ordinary Shares have been admitted to trading on the A1 quotation list of MICEX, and the ADSs have been admitted to the entry standardtrading platform of the Frankfurt Stock Exchange since June 29, 2011 and traded on the LSE, through its International Order Book (unregulatedmarket segment), since July 1, 2011. Prior to the Admission Date, there has not been any public market for the GDSs.

    This document (the Prospectus), upon approval by the FSA, constitutes a prospectus relating to Sberbank prepared in accordance withDirective 2003/71/EC (the Prospectus Directive) as implemented in the United Kingdom through the prospectus rules (the ProspectusRules) of the FSA made under Section 73A of the FSMA. This document will be made available to the public in accordance with theProspectus Rules.

    AN INVESTMENT IN THE SECURITIES INVOLVES A HIGH DEGREE OF RISK. See Risk Factors beginning on page 18 for adiscussion of certain risks that should be considered in connection with an investment in the Offer Shares and the GDSs.

    Offer price of RUB93.00 or U.S.$3.04 per Offer Share and U.S.$12.16 per GDS (the Offer Price)

    The Offer Shares and GDSs have not been and will not be registered under the Securities Act and, subject to certain exceptions, may not beoffered or sold in the United States. The Offer Shares and GDSs may not be offered or sold within the United States except to QIBs in reliance onthe exemption from the registration requirements of the Securities Act provided by Rule 144A or another exemption from registration under theSecurities Act or outside the United States in offshore transactions in reliance on Regulation S. Prospective purchasers of the Offer Shares andGDSs in the United States are hereby notified that sellers of the Offer Shares and GDSs may be relying on the exemption from the provisions ofSection 5 of the Securities Act provided by Rule 144A. The Offer Shares and GDSs are subject to transfer restrictions in certain jurisdictions.Prospective purchasers should read the restrictions described under Transfer Restrictions.

    The Joint Bookrunners reserve the right to reject any offer to purchase the Offer Shares and/or GDSs, in whole or in part, and to sell to anyprospective investor less than the amount of the Offer Shares and/or GDSs sought by such investor.

    The Offer Shares will be priced in U.S. dollars and Roubles at the official CBR exchange rate effective on the date when the Offer Price isannounced. Offers to purchase the Offer Shares must indicate the currency of payment. Any offers to purchase the Offer Shares that donot indicate the currency of payment will not be accepted. Delivery of and payment for the Offer Shares in the Offering is expected tocommence on or about the date of this Prospectus.

    The GDSs will be priced in U.S. dollars. The GDSs sold outside the United States (the Regulation S GDSs) will be evidenced by Regulation Sglobal depositary receipts (the Regulation S GDRs) issued to and registered in the name of The Bank of New York Depository (Nominees)Limited, as nominee for The Bank of New York Mellon, London office, the common depositary for Euroclear Bank SA/NV (Euroclear) andClearstream Banking, socit anonyme (Clearstream, Luxembourg). The GDSs sold to QIBs in reliance on Rule 144A (the Rule 144AGDSs) will be evidenced by Rule 144A global depositary receipts (the Rule 144A GDRs and, together with the Regulation S GDRs, theGDRs) issued to and registered in the name of Cede & Co, as nominee for The Depository Trust Company (DTC) in New York. The OrdinaryShares represented by the GDSs will be held by the registered Moscow office of Sberbank, as custodian (the Custodian), for and on behalf of theDepositary. Except as described herein, beneficial interests in the GDSs will be shown on, and transfers thereof will be effected only through,records maintained by DTC, Euroclear and Clearstream, Luxembourg and their direct or indirect participants. Transfers within Euroclear andClearstream, Luxembourg will be in accordance with the usual rules and operating procedures of the relevant system. Delivery of the GDSs will bemade through DTC with respect to the Rule 144A GDSs and through Euroclear and Clearstream, Luxembourg with respect to the Regulation SGDSs, on or about September 24, 2012 or such later date as may be agreed between the Joint Bookrunners, Sberbank and the CBR (the GDSClosing Date). See Settlement and Delivery.

    Joint Global Coordinators and Joint Bookrunners

    Credit Suisse Goldman SachsInternational

    J.P. Morgan Morgan Stanley Troika Dialog

    The date of this Prospectus is September 19, 2012.

  • IMPORTANT INFORMATION ABOUT THIS PROSPECTUS

    Each prospective investor, by accepting delivery of this Prospectus, agrees that this Prospectus is being furnishedby Sberbank solely for the purpose of enabling a prospective investor to consider the purchase of the OfferShares and the GDSs. Any reproduction or distribution of this Prospectus, in whole or in part, any disclosure ofits contents or any use of any information contained herein for any purpose other than considering an investmentin the Offer Shares and GDSs is prohibited, except to the extent that such information is otherwise publiclyavailable.

    This Prospectus is issued in compliance with the Prospectus Rules, which are compliant with the provisions ofthe Prospectus Directive. Sberbank accepts responsibility for the information contained in this Prospectus.Sberbank declares that, having taken all reasonable care to ensure that such is the case, the information containedin this Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely toaffect its import.

    Sberbank has included its own estimates, assessments, adjustments and judgments in preparing some marketinformation, which has not been verified by an independent third party. Market information included herein is,therefore, unless otherwise attributed exclusively to a third-party source, to a certain degree subjective. WhileSberbank believes that its own estimates, assessments, adjustments and judgments are reasonable and that themarket information prepared by Sberbank appropriately reflects the industry and the markets in which it operates,there is no assurance that Sberbanks own estimates, assessments, adjustments and judgments are the mostappropriate for making determinations relating to market information or that market information prepared byother sources will not differ materially from the market information included herein.

    The contents of the websites of any of Sberbank and its subsidiaries (collectively, the Group) do not form anypart of this Prospectus.

    Neither the CBR nor the Joint Bookrunners makes any representation or warranty, express or implied, as to theaccuracy, completeness or verification of information set forth in this Prospectus. Neither the CBR nor the JointBookrunners assumes any responsibility for the accuracy, completeness or verification of the information setforth in this Prospectus. Each person contemplating making an investment in the Offer Shares and GDSs mustmake its own investigation and analysis of Sberbank and its own determination of the suitability of any suchinvestment, with particular reference to its own investment objectives and experience, and any other factors thatmay be relevant to such person in connection with such investment.

    The information contained in this Prospectus is only accurate as of the date on the front cover of this Prospectus.Sberbanks business, financial and legal condition may have changed since that date, and neither the delivery ofthis Prospectus nor any sale made hereunder shall under any circumstances imply otherwise. In making aninvestment decision, prospective investors must rely on their own examination of Sberbank and the terms of thisProspectus, including the risks involved.

    No person is authorised to give any information or to make any representation in connection with the Offeringother than as contained in this Prospectus, and, if given or made, such information or representation must not berelied upon as having been authorised by Sberbank, the CBR or any of the Joint Bookrunners.

    No prospective investor should consider any information in this Prospectus to be investment, legal, tax or otheradvice. Each prospective investor should consult its own counsel, accountant and other advisers for such advice.None of Sberbank, the CBR or any of the Joint Bookrunners, or any of their respective representatives, makesany representation to any offeree or purchaser of the Offer Shares and GDSs regarding the legality of aninvestment in such Offer Shares and GDSs by such offeree or purchaser.

    The Joint Bookrunners are not acting on behalf of any person in connection with the Offering and are not, andwill not be, responsible to any person for providing advice in respect of the Offering or for providing theprotections afforded to their respective clients.

    In connection with the Offering, the Joint Bookrunners and/or their respective affiliates may purchase at theOffer Price in aggregate up to approximately 10% of the Shares (in the form of Offer Shares and/or GDSs). Noneof the Joint Bookrunners intends to disclose the extent of any such investment or future transaction with respectto such Shares (whether in the form of Offer Shares or GDSs) otherwise than in accordance with any legal orregulatory obligation to do so.

    In addition, in connection with the Offering, each of the Joint Bookrunners and any affiliate acting as an investorfor its own account may purchase Offer Shares and GDSs and in that capacity may retain, purchase or sell for its

    i

  • own account such Offer Shares and GDSs and any of Sberbanks other securities or related investments and mayoffer or sell such Offer Shares and GDSs or other investments otherwise than in connection with the Offering.Accordingly, references in this Prospectus to the Offer Shares and GDSs being offered or placed should be readas including any offering or placement of securities to any of the Joint Bookrunners and any affiliate acting insuch capacity. None of the Joint Bookrunners intends to disclose the extent of any such investment or transactionotherwise than in accordance with any legal or regulatory obligation to do so.

    Apart from the responsibilities and liabilities, if any, which may be imposed on any of the Joint Bookrunnersby the FSMA or the regulatory regime established thereunder, none of the Joint Bookrunners accepts anyresponsibility whatsoever for the contents of this Prospectus or for any other statement made or purported to bemade by it or any of them or on its or their behalf in connection with Sberbank or the Securities. Each of the JointBookrunners accordingly disclaims, to the fullest extent permitted by applicable law, all and any liability whetherarising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of thisProspectus or any such statement.

    The distribution of this Prospectus and the offer and sale of the Offer Shares and GDSs may be restricted by lawin certain jurisdictions. None of Sberbank, the CBR or any of the Joint Bookrunners is making an offer to sellany Offer Shares and GDSs to or is soliciting an offer to buy Offer Shares or GDSs from any person in anyjurisdiction except where such an offer or solicitation is permitted. This Prospectus may not be used for, or inconnection with, any offer to, or solicitation by, anyone in any jurisdiction or under any circumstances in whichsuch offer or solicitation is unauthorised or unlawful. Sberbank and each of the Joint Bookrunners requirepersons into whose possession this Prospectus comes to inform themselves about and observe such restrictions.None of the CBR, Sberbank or any of the Joint Bookrunners has taken any action, other than as part of theOffering, that would permit an offering of or relating to the Offer Shares and GDSs in any jurisdiction thatrequires action for that purpose. Further information with regard to restrictions on offers and sales of the OfferShares and GDSs is set forth under Plan of Distribution and Transfer Restrictions.

    ii

  • NOTICE TO CERTAIN INVESTORS

    Notice to United States Investors

    The Offer Shares and GDSs have not been and will not be registered under the Securities Act, and theOffer Shares and GDSs may be sold in the United States only to QIBs in reliance on Rule 144A.Prospective purchasers are hereby notified that a seller of the Offer Shares or the GDSs may be relying onthe exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. The OfferShares and GDSs are not transferable except in accordance with the restrictions described underTransfer Restrictions.

    In addition, until 40 days after the commencement of the Offering, an offer or sale of Offer Shares andGDSs within the United States by a dealer (whether or not participating in the Offering) may violate theregistration requirements of the Securities Act if such offer or sale is made otherwise than in accordancewith Rule 144A.

    NEITHER THE OFFER SHARES NOR THE GDSs HAVE BEEN REGISTERED WITH, ORAPPROVED OR DISAPPROVED BY, THE U.S. SECURITIES AND EXCHANGE COMMISSION (THESEC) OR ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHERU.S. REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVENOT PASSED ON OR ENDORSED THE MERITS OF THE OFFERING OR THE ADEQUACY ORACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS ACRIMINAL OFFENSE IN THE UNITED STATES.

    Notice to New Hampshire Residents

    NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSEHAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES(RSA 421-B) WITH THE STATE OF NEW HAMPSHIRE, NOR THE FACT THAT A SECURITY ISEFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE,CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANYDOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANYSUCH FACT, NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR ASECURITY OR A TRANSACTION, MEANS THAT THE SECRETARY OF STATE OF NEW HAMPSHIREHAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED ORGIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE,OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANYREPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

    Notice to European Economic Area Investors

    In any EEA Member State that has implemented the Prospectus Directive, this communication is only addressed toand is only directed at qualified investors in that Members State within the meaning of the Prospectus Directive.

    This Prospectus has been prepared on the basis that all offers of Offer Shares and GDSs other than the Offeringcontemplated in this Prospectus in the United Kingdom once this Prospectus has been approved by the competentauthority in the United Kingdom and published in accordance with the Prospectus Directive as implemented inthe United Kingdom will be made pursuant to an exemption under the Prospectus Directive, as implemented inMember States of the European Economic Area (the EEA), from the requirement to produce a prospectus foroffers of the Securities. Accordingly, any person making or intending to make any offer within the EEA of theOffer Shares and GDSs should only do so in circumstances in which no obligation arises for Sberbank, or any ofthe Joint Bookrunners to produce a prospectus for such offer. None of Sberbank, the CBR, or any of the JointBookrunners has authorised, nor do they authorise, the making of any offer of the Securities through anyfinancial intermediary, other than offers made by the Joint Bookrunners, which constitute the final placement ofthe Offer Shares and GDSs contemplated in this Prospectus.

    Each person in a Relevant Member State who receives any communication in respect of the Offer Sharesand GDSs or who acquires any Offer Shares and GDSs under the offers contemplated in this Prospectuswill be deemed to have represented, warranted and agreed to and with each Joint Bookrunner that it is aqualified investor within the meaning of Article 2(1)(e) of the Prospectus Directive; and in the case ofany Offer Shares and GDSs acquired by it as a financial intermediary as that term is used in Article 3(2)of the Prospectus Directive, such financial intermediary will also be deemed to have represented,warranted and agreed that the Offer Shares and GDSs acquired by it have not been acquired on behalf of,nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member Stateother than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in

    iii

  • which the prior consent of the Joint Bookrunners has been given to the offer or resale; or where the OfferShares and GDSs have been acquired by it on behalf of persons in any Relevant Member State other thanqualified investors, the offer of those Offer Shares and GDSs to it is not treated under the ProspectiveDirective as having been made to such persons. Sberbank, the CBR, the Joint Bookrunners and theiraffiliates and others will rely upon the truth and accuracy of the foregoing representations,acknowledgements and agreements. Notwithstanding the above, a person who is not a qualified investorand who has notified the Joint Bookrunners of such fact in writing may, with the consent of the JointBookrunners, be permitted to subscribe for or purchase the Offer Shares and GDSs.

    For the purposes of this provision, the expression Prospectus Directive means Directive 2003/71/EC andincludes any relevant implementing measure in the Relevant Member State and the expression 2010 PDAmending Directive means Directive 2010/73/EU.

    Notice to United Kingdom Investors

    This Prospectus is only being distributed to and is only directed at (i) persons who are outside the UnitedKingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act2000 (Financial Promotion) Order 2005 (the Order) or (iii) high net worth entities falling withinArticle 49(2)(a) to (d) of the Order and other persons to whom it may lawfully be communicated (such personscollectively being referred to as relevant persons). The Offer Shares and GDSs are only available to, and anyinvitation, offer or agreement to subscribe, purchase or otherwise acquire such Offer Shares and GDSs will beengaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on thisProspectus or any of its contents.

    Notice to Investors in the Russian Federation and Russian Investors

    The GDSs and ADSs may not be offered, transferred or sold in Russia, or to or for the benefit of any persons(including legal entities) resident, incorporated, established or having their usual residence in Russia or to anyperson located within the territory of Russia unless and to the extent otherwise permitted under Russian law.

    This Prospectus should not be considered as a public offer or advertisement of any securities in the RussianFederation, and is not an offer, or an invitation to make offers, to purchase the GDSs or ADSs in the RussianFederation or to or for the benefit of any Russian person. This Prospectus is not intended to be, and must not be,distributed or circulated in the Russian Federation, unless and to the extent otherwise permitted by Russian law.

    Neither the DSs, nor any prospectus or other document relating to them has been registered with the FSFM. TheDSs are not intended for and will not be admitted to placement or circulation in Russia (as defined underRussian law) and any information on the Securities in this Prospectus is not intended for Russian persons orpersons in the Russian Federation unless and to the extent permitted under Russian law.

    Notice to Investors in the Dubai International Financial Centre

    This Prospectus relates to an exempt offer (an Exempt Offer) in accordance with the Offered Securities Rulesof the Dubai Financial Services Authority (the DFSA). This Prospectus is intended for distribution only toPersons of a type specified in those rules. It must not be delivered to, or relied on by, any other person. TheDFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. TheDFSA has not approved this Prospectus nor taken steps to verify the information set out in it, and has noresponsibility for it. The Offer Shares and GDSs to which this Prospectus relates may be illiquid and/or subject torestrictions on their resale. Prospective purchasers of the Securities offered should conduct their own duediligence on the Offer Shares and GDSs. If you do not understand the contents of this Prospectus, you shouldconsult an authorised financial adviser. For the avoidance of doubt, the Offer Shares and GDSs are not interestsin a fund or a collective investment scheme within the meaning of either the Collective Investment Law(DIFC Law No. 1 of 2006) or the Collective Investment Rules Module of the DFSA Rulebook.

    Notice to Investors in the United Arab Emirates (Excluding the Dubai International Financial Centre)

    The Offer Shares and GDSs have not been, and are not being, publicly offered, sold, promoted or advertised inthe United Arab Emirates (U.A.E.) other than in compliance with the laws of the U.A.E. Prospective investorsin the Dubai International Financial Centre should have regard to the specific notice to prospective investors inthe Dubai International Financial Centre set out above. The information contained in this Prospectus does notconstitute a public offer of securities in the U.A.E. in accordance with the Commercial Companies Law (FederalLaw No. 8 of 1984 of the U.A.E., as amended) or otherwise and is not intended to be a public offer. ThisProspectus has not been approved by or filed with the Central Bank of the U.A.E, the Emirates Securities andCommodities Authority or the DFSA. If you do not understand the contents of this Prospectus, you shouldconsult an authorised financial adviser. This Prospectus is provided for the benefit of the recipient only, andshould not be delivered to, or relied on by, any other person.

    Notice to Investors in Certain Other Countries

    For information to investors in certain other countries, see Plan of DistributionSelling Restrictions.

    iv

  • CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    Certain statements in this Prospectus are not historical facts and constitute forward-looking statements.Forward-looking statements are identified by words such as believes, anticipates, expects, estimates,intends, plans, will, may and similar expressions, but these expressions are not the exclusive means ofidentifying such statements. Forward-looking statements appear, without limitation, under the headingsSummary, Risk Factors, Managements Discussion and Analysis of Financial Condition and Results ofOperations and Business. Sberbank may from time to time make written or oral forward-looking statements inreports to shareholders and in other communications. Examples of such forward-looking statements include, butare not limited to:

    statements of Sberbanks plans, objectives or goals, including those related to its strategy, products orservices;

    statements of future economic performance; statements of general economic developments in Russia or the other countries in which the Group

    operates; and

    statements of assumptions underlying the types of statements referred to above.Forward-looking statements that may be made by Sberbank from time to time (but that are not included in thisProspectus) may also include projections or expectations of revenues, income (or loss), earnings (or loss) pershare, dividends, capital structure or other financial items or ratios.

    By their very nature, forward-looking statements involve inherent risks and uncertainties, both general andspecific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will notbe achieved. Prospective investors should be aware that a number of important factors could cause actual resultsto differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include:

    the global financial crisis and European debt crisis and their impacts on the global and Russianeconomies and financial markets;

    the challenging conditions in the Russian economy, including the Russian banking sector; declines and increased volatility in global and Russian securities markets; fluctuations in prices of securities issued by Russian entities and for oil, gas, precious metals and other

    commodities;

    the impact, or lack thereof, of the measures that Russia has enacted or may enact in the future to supportthe Russian banking sector;

    inflation, interest rate and exchange rate fluctuations in Russia; the effects of, and changes in, the policies of the Russian government and regulations promulgated by

    the CBR;

    the effects of competition in the geographic and business areas in which the Group conducts itsoperations;

    the effects of changes in laws, regulations, taxation or accounting standards or practices in thejurisdictions where the Group conducts its operations;

    the ability of Sberbank to increase or maintain market share for its products and services and controlexpenses;

    acquisitions or divestitures; the Groups expansion in various geographic and business areas; technological changes; and the success of Sberbank at managing the risks associated with the aforementioned factors.

    This list of important factors is not exhaustive. When relying on forward-looking statements, prospectiveinvestors should carefully consider the foregoing factors and other uncertainties and events, especially in light ofthe political, economic, social and legal environment in which Sberbank and the Group operate. Such forward-looking statements speak only as of the date on which they are made and are not subject to any continuingobligations under the listing rules of the FSA. Accordingly, Sberbank and the Group do not undertake anyobligation to update or revise any of them, whether as a result of new information, future events or otherwise.Sberbank and the Group do not make any representation, warranty or prediction that the results anticipated bysuch forward-looking statements will be achieved, and such forward-looking statements represent, in each case,only one of many possible scenarios and should not be viewed as the most likely or standard scenario.

    v

  • ADDITIONAL INFORMATION

    For so long as any of the Offered Shares and/or GDSs are restricted securities within the meaning ofRule 144(a)(3) under the Securities Act, Sberbank will, during any period in which it is neither subject toSection 13 or Section 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), norexempt from reporting pursuant to Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of suchrestricted securities or to any prospective purchaser of such restricted securities designated by such holder orbeneficial owner upon the request of such holder, beneficial owner or prospective purchaser, the informationrequired to be delivered to such persons pursuant to Rule 144A(d)(4) under the Securities Act.

    The U.S. Foreign Account Tax Compliance rules (FATCA) were enacted in 2010 to prevent U.S. tax evasionby requiring foreign banks and investment funds to provide information to the IRS about U.S. customers andinvestors. This is achieved through a comprehensive information reporting regime that requires foreign financialinstitutions (such as Sberbank) to conduct diligence on their account holders and investors to determine whethertheir accounts are U.S. accounts, and either provide detailed information about these U.S. accounts to theInternal Revenue Service or suffer a 30% withholding tax on certain payments. The U.S. Treasury Departmenthas not yet released final regulations clarifying the statutory language of FATCA, so the scope and application ofFATCA is uncertain at this time. It is possible that FATCA could operate to impose U.S. withholding tax on(i) beginning in 2014, payments to Sberbank in respect of U.S. securities, including interest and dividends,(ii) beginning in 2015, payments to Sberbank of gross proceeds from the disposition of such securities, and(iii) beginning in 2017, certain pass-thru payments to Sberbank. It is also possible that Sberbank could incurmaterial costs in implementing information-gathering systems to comply with FATCA. Given the lack of finalregulations or other binding guidance, it is impossible for Sberbank to evaluate the potential effect of FATCA atthis time.

    LIMITATIONS ON SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES

    Sberbank is an open joint-stock company incorporated under the laws of the Russian Federation, and the majorityof the assets of Sberbank and substantially all of the assets of most of its directors and officers are located inRussia. As a result, it may not be possible for investors to:

    effect service of process within the United Kingdom or the United States upon any such person; or

    enforce, in the English or U.S. courts, judgments obtained outside English or U.S. courts against anysuch person in any action.

    In addition, it may be difficult for investors to enforce, in original actions brought in courts in jurisdictionslocated outside the United Kingdom and the United States, liabilities predicated upon English laws orU.S. federal securities laws.

    Courts in Russia will generally recognise judgments rendered by a court in any jurisdiction outside Russia if:

    an international treaty providing for the recognition and enforcement of judgments in civil cases existsbetween Russia and the country where the judgment is rendered; or

    a federal law is adopted in Russia providing for the recognition and enforcement of foreign courtjudgments.

    No such treaty for the reciprocal recognition and enforcement of foreign court judgments in civil and commercialmatters exists between Russia and the United States or the United Kingdom and no relevant federal law onenforcement of foreign court judgments has been adopted in Russia.

    In the absence of an applicable treaty, enforcement of a final judgment rendered by a foreign court may still berecognised by a Russian court on the basis of reciprocity, if courts of the country where the foreign judgment isrendered have previously enforced judgments issued by Russian courts. While Russian courts have recentlyrecognised and enforced English court judgments on these grounds, the existence of reciprocity must beestablished at the time the recognition and enforcement of a foreign judgment is sought, and it is not possible topredict whether a Russian court will in the future recognise and enforce on the basis of reciprocity a judgmentissued by a foreign court, including an English court.

    Even if an applicable international treaty is in effect or a foreign judgment might otherwise be recognised andenforced on the basis of reciprocity, the recognition and enforcement of a foreign judgment will in all events besubject to exceptions and limitations provided for in Russian law. For example, a Russian court may refuse torecognise or enforce a foreign judgment if its recognition or enforcement would contradict Russian public policy.

    vi

  • The Deposit Agreements provide, with certain exceptions, that actions brought by any party thereto againstSberbank be referred to arbitration in London, England, in accordance with the rules of the London Court ofInternational Arbitration (LCIA). Each of the United Kingdom, the United States and Russia is a party to theUnited Nations (New York) Convention on the Recognition and Enforcement of Foreign Arbitral Awards (theNew York Convention). Consequently, Russian courts should generally recognise and enforce in Russia anarbitral award from an arbitral tribunal in the United Kingdom, on the basis of the rules of the New YorkConvention, subject to qualifications provided for in the New York Convention and compliance with Russianprocedural regulations and law. However, it may be difficult to enforce arbitral awards in Russia due to:

    the inexperience of Russian courts in enforcing international commercial arbitral awards;

    official and unofficial political resistance to enforcement of awards against Russian companies in favourof foreign investors; and

    the Russian courts inability or unwillingness to enforce such orders.Furthermore, any arbitral award pursuant to arbitration proceedings in accordance with the Rules of the LCIA inrelation to the Deposit Agreements may be limited by the mandatory provisions of Russian laws relating to theexclusive jurisdiction of Russian courts, as well as the application of Russian laws with respect to bankruptcy,winding up or liquidation of Russian companies and credit organisations in particular.

    vii

  • TABLE OF CONTENTS

    IMPORTANT INFORMATION ABOUT THIS PROSPECTUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iNOTICE TO CERTAIN INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . vADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . viLIMITATIONS ON SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES . . . . . viPRESENTATION OF FINANCIAL AND OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48CAPITALISATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49DIVIDENDS AND DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50SELECTED CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

    OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55SELECTED STATISTICAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93RISK MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163THE BANKING SECTOR IN RUSSIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166BANKING REGULATION IN RUSSIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175DESCRIPTION OF SHARE CAPITAL AND CERTAIN REQUIREMENTS OF RUSSIAN

    LEGISLATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 191DESCRIPTION OF THE GLOBAL DEPOSITARY SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 207CERTAIN PROVISIONS OF THE GLOBAL DEPOSITARY SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 216DESCRIPTION OF THE AMERICAN DEPOSITARY SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 217TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 219TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 230PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 233SETTLEMENT AND DELIVERY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 239INFORMATION RELATING TO THE DEPOSITARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 243LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 243GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 244INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

  • PRESENTATION OF FINANCIAL AND OTHER INFORMATION

    Presentation of Financial Information

    This Prospectus includes unaudited condensed interim consolidated financial statements of the Group as of andfor the six months ended June 30, 2012 (the Condensed Interim Consolidated Financial Statements) andincludes audited consolidated financial statements of the Group as of and for the years ended December 31, 2011,2010 and 2009 (the 2011, 2010 and 2009 Annual IFRS Financial Statements, respectively, and, togetherwith the Condensed Interim Consolidated Financial Statements, the IFRS Financial Statements), as set forthon pages F-2 through F-393 of this Prospectus, prepared in accordance with International Financial ReportingStandards (IFRS) issued by the International Accounting Standards Board (the IASB). In the CondensedInterim Consolidated Financial Statements, Sberbank changed its presentation of financial information to showfigures in billions of Roubles, rather than millions of Roubles. For consistency, and in line with Sberbanks mostrecent presentation, unless otherwise noted, the financial data set forth in this Prospectus is presented in billionsof Roubles, reflecting rounding where appropriate.

    The accounts used by Sberbanks management to plan, manage and monitor the performance of the business on aday-to-day basis are based on information prepared in accordance with Russian Accounting Standards (RAS).In addition, Sberbank analyses financial information relating to its key subsidiaries. Sberbank typically producesfinancial statements in accordance with IFRS on a quarterly basis six to eight weeks after the end of the relevantperiod.

    Independent Auditors

    The 2011, 2010 and 2009 IFRS Financial Statements have been audited in accordance with InternationalStandards on Auditing by CJSC Ernst & Young Vneshaudit (Ernst & Young), independent auditors, who haveexpressed an unqualified opinion on those financial statements, as stated in their reports appearing herein. TheCondensed Interim Consolidated Financial Statements have been reviewed in accordance with the InternationalStandard on Review Engagements 2410, Review of Interim Financial Information Performed by theIndependent Auditor of the Entity, but not audited by Ernst & Young, who have expressed an unqualifiedconclusion on those financial statements, as stated in their report appearing herein. The address of Ernst &Young is Sadovnicheskaya Naberezhnaya 77, Building 1, Moscow 115035, Russian Federation. Ernst & Youngare independent auditors. Ernst & Young is a member of the Non-profit Partnership Audit Chamber of Russia.

    Reclassifications

    In the 2011 Annual IFRS Financial Statements, the presentation of certain items, relating principally to themedium-term note programme (the MTN Programme), was revised and the comparative 2010 amountsshown in those financial statements amended to be presented on a consistent basis. The reclassifications aredisclosed in detail in the 2011 Annual IFRS Financial Statements. The financial information included in thisProspectus reflects those reclassifications for each period covered by the IFRS Financial Statements.See Managements Discussion and Analysis of Financial Condition and Results of OperationsSignificantAccounting Policies.

    Certain Definitions

    In this Prospectus, all references to:

    CAGR are to compound annual growth rate;

    CBR are to the Central Bank of Russia;

    CEE are to the following Central & Eastern European countries: Albania, Bosnia & Herzegovina, Bulgaria,Croatia, the Czech Republic, Estonia, Hungary, Latvia, Lithuania, Macedonia, Montenegro, Poland, Romania,Slovakia, Slovenia and Serbia;

    CIS are to the Commonwealth of Independent States and its member states (excluding Russia) as of the date ofthis Prospectus, being Armenia, Azerbaijan, Belarus, Kazakhstan, Kyrgyzstan, Moldova, Tajikistan,Turkmenistan, Ukraine and Uzbekistan;

    companies are to privately owned companies and companies partly or wholly owned by state authorities;

    EEA are to the European Economic Area;

    EU are to the European Union;

    Group are to Sberbank and its subsidiaries, collectively;

    legal entities are to state authorities and companies, collectively;

    Russia are to the Russian Federation;

    1

  • Sberbank are to Sberbank of Russia as a stand-alone entity; and

    state authorities are to federal, regional and municipal authorities.

    Certain Currencies

    In this Prospectus, all references to:

    U.S. dollar, U.S.$ and $ are to the lawful currency of the United States;

    RUB and Rouble are to the lawful currency of Russia; and

    EUR, Euro or are to the single currency of the Eurozone Member States.

    The Groups functional currency and presentation currency is the Rouble.

    Rounding

    Certain figures included in this Prospectus have been subject to rounding adjustments. Accordingly, figuresshown for the same category presented in different tables may vary slightly and figures shown as totals in certaintables may not be an arithmetic aggregation of the figures that precede them.

    Exchange Rate Information

    The table below sets forth, for the periods and dates indicated, the high, low, period end and period averageexchange rate between the Rouble and the U.S. dollar, based on the official exchange rate quoted by the CBR forthe relevant period. Fluctuations in the exchange rate between the Rouble and the U.S. dollar in the past are notnecessarily indicative of fluctuations that may occur in the future. These rates may also differ from the actualrates used in the preparation of the IFRS Financial Statements and other financial information presented in thisProspectus.

    RUB per $1.00

    High LowPeriod

    endPeriod

    average(1)

    Period2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26.58 24.26 24.55 25.582008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29.38 23.13 29.38 24.862009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36.43 28.67 30.24 31.722010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31.78 28.93 30.48 30.372011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32.68 27.26 32.20 29.35January 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31.93 30.36 30.36 31.24February 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30.41 28.95 28.95 29.88March 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29.67 29.02 29.33 29.38April 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29.80 29.27 29.36 29.49May 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32.45 29.37 32.45 30.80June 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34.04 32.13 32.82 32.88July 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32.99 31.95 32.19 32.50August 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32.54 31.48 32.29 31.96

    (1) The average rates are calculated as the average of the daily exchange rates on each business day (which rate is announced by the CBR foreach such business day) and on each non-business day (which rate is equal to the exchange rate on the previous business day).

    No representation is made that the Rouble or U.S. dollar amounts referred to herein could have been or could beconverted into Roubles or U.S. dollars, as the case may be, at these rates, at any particular rate or at all. Theexchange rate between the Rouble and the U.S. dollar has fluctuated significantly during the periodscovered by the IFRS Financial Statements. The CBR rate on September 14, 2012 was RUB31.40 = $1.00.

    Industry and Market Data

    In this Prospectus, Sberbank refers to information regarding its business, the business of its competitors and themarket in which it operates and competes. Sberbank obtained this information in part from various third-partysources and in part from Sberbanks own internal estimates. Sberbank has obtained market and industry datarelating to Sberbanks business from providers of industry and market data, namely the CBR, the Federal StateStatistics Service (Rosstat), Interfax Information Services (Interfax), the International Monetary Fund (theIMF), BP Statistical Review of World Energy 2011, the Russian Ministry of Finance, Business MonitorInternational, the Economist Intelligence Unit, the Financial Times, the World Bank, State Corporation Agencyfor Deposits Insurance, Investfunds, the Russian Federal Tax Service, Bloomberg, the European BankingFederation, Bank Societe Generale Vostok and Dealogic. In addition, the data released by the CBR (CBRdata) related to market shares referred to in this Prospectus is based on RAS, and market shares with respect toloans and deposits have been determined by value. Unless otherwise noted, CBR data relating to market shareand other industry-related data is cited as of July 1, 2012.

    2

  • Industry publications, surveys and forecasts generally state that the information contained therein has beenobtained from sources believed to be reliable. Sberbank has relied on the accuracy of the information fromindustry publications, surveys and forecasts without carrying out an independent verification thereof and cannotguarantee their accuracy or completeness. Such information appears in the sections of this Prospectus entitledSummary, Risk Factors, Managements Discussion and Analysis of Financial Condition and Results ofOperations, Business and The Banking Sector in Russia. Sberbank confirms that such third-partyinformation has been accurately reproduced. As far as Sberbank is aware and is able to ascertain frominformation published by such third parties, no facts have been omitted from the information in this Prospectusthat would render it inaccurate or misleading. See Risk FactorsOther RisksSberbank has not independentlyverified information regarding its competitors and market share or the official data of Russian governmentagencies and the CBR.

    Some of the information contained in this Prospectus has been derived from the official data of Russiangovernment agencies and the CBR. Some of the official data published by Russian federal, regional and localgovernments may not be complete or researched to the standard of Western countries. Some official data releasedby the Russian government may be inaccurate. Official statistics, including those produced by the CBR, may alsobe produced to a different standard than those used in Western countries. Any discussion of matters relating toRussia in this Prospectus must, therefore, be subject to uncertainty due to the potential incompleteness orinaccuracy of available official and public information.

    In addition, in many cases, Sberbank has made statements in this Prospectus regarding the Russian bankingindustry and Sberbanks position in this industry based on its own experience and investigation of marketconditions. Sberbank cannot assure you that any of its assumptions are accurate or correctly reflect its position inthe industry, and its statements have not been verified by any independent sources. See Risk FactorsOtherRisksSberbank has not independently verified information regarding its competitors and market share or theofficial data of Russian government agencies and the CBR.

    The language of this Prospectus is English. Certain legislative references and technical terms have been cited intheir original language in order that the correct technical meaning may be ascribed to them under applicable law.All translations in this Prospectus are direct and accurate.

    3

  • SUMMARY

    Summaries are made up of disclosure requirements known as Elements. These elements are numberedin Sections A E (A.1 E.7). This summary contains all the Elements required to be included in a summaryfor this type of securities and issuer. Because some Elements are not required to be addressed, there may begaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted inthe summary because of the type of securities and issuer, it is possible that no relevant information can begiven regarding the Element. In this case a short description of the Element is included in the summary withthe mention of not applicable.

    Section A Introduction and Warnings

    A.1 This summary must be read as an introduction to this Prospectus and isprovided as an aid to investors when considering whether to invest in theOffer Shares and/or GDSs, but is not a substitute for the Prospectus. Anydecision to invest in the Offer Shares and/or GDSs should be based on aconsideration of the Prospectus as a whole. Following the implementation ofthe relevant provisions of the Prospectus Directive in each Member State ofthe EEA, no civil liability will attach to the responsible persons in any suchMember State solely on the basis of this summary, including any translationthereof, unless it is misleading, inaccurate or inconsistent when readtogether with the other parts of this Prospectus or if it does not provide,when read together with the other parts of this Prospectus, key informationin order to aid investors when considering whether to invest in the OfferShares and/or GDSs. Where a claim relating to the information contained inthis Prospectus is brought before a court in a Member State of the EEA, theplaintiff may, under the national laws of the Member State where the claimis brought, be required to bear the costs of translating the Prospectus beforethe legal proceedings are initiated.

    Section B Issuer

    B.31/B.1 Underlyingshares:Thelegal and commercialname of the issuer.

    Sberbanks legal and commercial name is Sberbank of Russia, orSberbank.

    B.31/B.2 Underlying shares:The domicile andlegal form of theissuer, the legislationunder which the issueroperates and itscountry ofincorporation.

    Sberbank is an open joint-stock company organised under the laws of theRussian Federation.

    B.31/B.3 Underlying shares: Adescription of, and keyfactors relating to, thenature of the issuerscurrent operationsand its principalactivities.

    Sberbank plays a significant role in Russias financial system andeconomy as the largest commercial bank in Russia in terms of total assets,deposits and loans. As of July 1, 2012, according to Sberbankscalculations based on CBR data, Sberbanks total assets accounted for28.2% of all Russian banking sector assets. Sberbank is the largest taker ofdeposits in Russia with a market share of 46.1% of retail deposits and31.3% of customer deposits overall as of July 1, 2012. In addition, as ofthe same date, Sberbank had a market share exceeding 33% of loans tocorporate and retail borrowers. More than 70 million individual customersin Russia hold accounts with Sberbank, representing approximately 50%of the Russian population.

    Sberbank services its clients through the largest banking distributionnetwork in Russia in terms of the number of outlets. As of July 1, 2012,Sberbank had approximately 19,040 outlets in total, located in all 83sub-federal units of the Russian Federation. Sberbanks ATM network isthe largest among Russian banks, totaling approximately 38,700 ATMmachines and more than 25,150 self-service terminals.

    4

  • Leveraging its nationwide distribution network, Sberbank provides awide range of banking and ancillary services to retail and corporatecustomers, as well as to sub-federal units and municipalities of Russia.Sberbank has three principal areas of business:

    Retail banking, which provides individuals with an extensiverange of financial services, such as deposit taking, lending andvarious fee-based services, including distribution of insurancepolicies, settlement services and currency exchange, and alsocomprises Sberbanks developing private banking segment;

    Corporate banking, which includes corporate lending, syndicatedloans, foreign exchange and foreign trade transactions, cashmanagement, account and settlement services to all types of legalentities, including small businesses, state-owned companies, sub-federal units and municipalities of the Russian Federation, andfinancial institutions; and

    Investment banking, which includes a comprehensive range ofinvestment banking services, such as sales, trading andbrokerage, research, underwriting debt and equity securitiesissuances, derivative and structured products, as well ascorporate advisory services for mergers and acquisitions, and iscomplemented by merchant banking. Corporate and investmentbanking form a separate intra-Group business unit calledCorporate Investment Bank (CIB), created following theintegration of the Troika Dialog group of companies (TroikaDialog) into Sberbanks corporate business.

    The Group also provides additional financial services to its clients throughvarious subsidiaries of Sberbank, including leasing services throughSberbank Leasing and mutual fund investments through Sberbank AssetManagement Company and Troika Dialog. The Group carries out itsinternational business through subsidiary banks in a number of CIS andCEE countries, as well as through the foreign subsidiaries of TroikaDialog.

    B.31/B.4a Underlying shares: Adescription of the mostsignificant recenttrends affecting theissuer and theindustries in which itoperates.

    The most significant recent trends affecting Sberbank and the Russianbanking industry include:

    adverse global and Russian economic conditions, which have inthe past negatively impacted the quality of Sberbanks loan bookand the demand for its products and services;

    the funding and interest rate environment in Russia and globally,which has increased Sberbanks borrowing costs and restrictedits access to liquidity, at times placing downward pressure on itsnet interest margins;

    Sberbanks cost base and modernisation initiatives, which haveled to increased operating expenses, largely as a result of greaterinvestment by Sberbank in certain key strategic areas and theintroduction of new compensation measures for employees; and

    Government stabilisation measures introduced during thefinancial crisis, including the RUB500.0 billion 8.00%subordinated loan Sberbank received in 2008 from the CBR.

    B.31/B.4b Underlying shares: Adescription of anyknown trends affectingthe issuer and theindustries in which itoperates.

    The trends described in B.31/B.4a are likely to continue to have aneffect on Sberbank and the Russian banking industry for the foreseeablefuture.

    5

  • B.31/B.5 Underlying shares: Ifthe issuer is part of agroup, a description ofthe group and theissuers position withinthe group.

    Sberbank is the parent entity of the Group, with more than 90% of theassets of the Group.

    Sberbank has a number of domestic subsidiaries through which it carriesout, inter alia, complementary financial services, such as leasing andmutual funds investments, and its outsourced functions, as well asbanking subsidiaries in, among others, CIS and CEE countries. Recently,Sberbank has acquired, or has committed to acquire, such companies asTroika Dialog, VBI and DenizBank to expand the scope and geographyof the Groups business.

    B.31/B.6 Underlying shares:Information on theissuers controllingshareholders orpersons who, directlyor indirectly, have aninterest in the issuerscapital or voting rightswhich is notifiableunder the issuersnational law.

    The CBR is Sberbanks controlling shareholder, and will continue to beSberbanks controlling shareholder after the Offering. Under Russianlegislation, a decrease or disposal of the CBRs stake in the share capitalof Sberbank to below 50% plus one voting share can only occur pursuantto a federal law to that effect.

    As of the date of this Prospectus, representatives of the CBR hold six ofthe 17 seats on Sberbanks supervisory board (the SupervisoryBoard). The Chairman of the CBR serves as the Chairman and the twoFirst Deputy Chairmen of the CBR serve as Deputy Chairmen ofSberbanks Supervisory Board.

    6

  • B.31/B.7 Underlying shares:Selected historical keyfinancial informationregarding the issuer,presented for eachfinancial year of theperiod covered by thehistorical financialinformation, and anysubsequent interimfinancial periodaccompanied bycomparative data fromthe same period in theprior financial yearexcept that therequirement forcomparative balancesheet information issatisfied by presentingthe year-end balancesheet information.

    The financial information set forth below as of and for the six monthsended June 30, 2011 and 2012 and for the years ended December 31,2011, 2010 and 2009 has been extracted without material adjustmentfrom the IFRS Financial Statements, except for the reclassification ofcertain balance sheet and income statement items, particularlyrelating to Sberbanks MTN Programme, as well as certain otherreclassifications, during the periods covered by the IFRS FinancialStatements. In the Condensed Interim Consolidated FinancialStatements, Sberbank changed its presentation of financialinformation to show figures in billions of Roubles, rather thanmillions of Roubles. For consistency, and in line with Sberbanksmost recent presentation, the financial data set forth below ispresented in billions of Roubles, reflecting rounding whereappropriate.

    For the sixmonths ended

    June 30,(Unaudited)

    For the year endedDecember 31,

    2012 2011 2011 2010 2009billions of RUB

    Selected ConsolidatedIncome Statement DataInterest income . . . . . . . . . . . . . 520.8 401.9 850.6 795.6 815.0Interest expense . . . . . . . . . . . . (185.2) (133.0) (269.5) (299.8) (312.2)

    Expenses directly attributableto deposit insurance . . . . . . . . . (11.4) (9.7) (20.1) (16.7) (13.1)

    Net interest income . . . . . . . . 324.2 259.2 561.0 479.1 489.7

    Net recovery of provision/(netprovision charge) for loanimpairment . . . . . . . . . . . . . . . . 1.1 22.2 1.2 (153.8) (388.9)

    Net interest income afterprovision for loanimpairment . . . . . . . . . . . . . . . 325.3 281.4 562.2 325.3 100.8

    Fee and commission income . . 85.3 68.8 151.9 130.9 105.7Fee and commissionexpense . . . . . . . . . . . . . . . . . . . (7.0) (4.7) (11.3) (7.4) (4.6)Net (losses)/gains arising fromtrading securities . . . . . . . . . . . (1.8) 0.1 (1.4) 4.8 13.3Net gains/(losses) arising fromsecurities designated at fairvalue through profit or loss . . . 1.2 (1.3) (2.8) 9.6 7.6

    Net gains arising frominvestment securities availablefor sale . . . . . . . . . . . . . . . . . . . 4.2 8.5 12.1 9.6 17.1

    Impairment of investmentsecurities available for sale . . . (1.1) (0.0) (2.3)Net gains arising from tradingin foreign currencies,operations with foreigncurrency derivatives andforeign exchange translation . . 1.4 3.7 9.5 14.1 16.2

    7

  • Net gains arising fromoperations with preciousmetals and precious metalsderivatives . . . . . . . . . . . . . 4.6 2.3 5.1 0.5 1.7

    Net gains/(losses) fromoperations with otherderivatives . . . . . . . . . . . . . 7.1 (1.5) 5.1 1.8 0.8

    Net losses fromrevaluation of officepremises . . . . . . . . . . . . . . (11.3) (15.0)Goodwill impairment . . . . (1.2) (0.9) Impairment of non-currentassets held for sale . . . . . . (3.0)Provision charge forimpairment of otherassets . . . . . . . . . . . . . . . . . (2.9) (0.7) (1.9) (6.4) (2.4)Other operating income . . . 15.4 17.5 29.1 14.1 10.2

    Operating income . . . . . . 432.8 374.1 744.0 496.0 246.1

    Operating expenses . . . . . . (205.3) (155.3) (348.3) (265.9) (216.2)

    Profit before tax . . . . . . . 227.5 218.8 395.7 230.1 29.9

    Income tax expense . . . . . . (52.2) (42.7) (79.8) (48.5) (5.5)

    Profit for the reportingperiod . . . . . . . . . . . . . . . . 175.3 176.1 315.9 181.6 24.4

    As of June 30,(Unaudited)

    As ofDecember 31,

    2012 2011 2010 2009billions of RUB

    Selected ConsolidatedStatement of FinancialPosition DataCash and cashequivalents . . . . . . . . . . . . 933.3 625.6 719.6 725.5Mandatory cash balanceswith central banks . . . . . . . 125.2 101.2 51.7 41.5Trading securities . . . . . . . 80.8 102.0 66.2 91.0Securities designated atfair value through profit orloss . . . . . . . . . . . . . . . . . . 28.5 52.0 106.9 124.4Due from other banks . . . . 56.8 35.1 13.0 10.2Loans and advances tocustomers . . . . . . . . . . . . . 8,861.5 7,719.7 5,489.4 4,864.0Securities pledged underrepurchase agreements . . . 564.3 300.8 81.5 2.7Investment securitiesavailable for sale . . . . . . . . 819.0 884.5 1,210.9 846.0Investment securities heldto maturity . . . . . . . . . . . . . 147.8 286.5 358.2 Deferred income taxasset . . . . . . . . . . . . . . . . . . 1.2 7.8 7.5 Premises andequipment . . . . . . . . . . . . . 393.9 359.9 283.7 249.9Other assets . . . . . . . . . . . . 421.5 360.0 239.9 149.9

    Total assets . . . . . . . . . . . . 12,433.8 10,835.1 8,628.5 7,105.1

    8

  • Due to other banks . . . . . . . 873.0 532.4 134.7 53.9Due to individuals . . . . . . . . 6,175.4 5,726.3 4,834.5 3,787.3Due to corporatecustomers . . . . . . . . . . . . . . 2,593.5 2,205.8 1,816.7 1,651.6Debt securities in issue . . . . 483.7 268.7 272.7 170.7Other borrowed funds . . . . . 278.7 244.0 171.2 69.1

    Deferred income taxliability . . . . . . . . . . . . . . . . 20.1 21.2 15.9 4.6Other liabilities . . . . . . . . . . 279.5 265.2 92.1 69.8Subordinated debt . . . . . . . . 314.5 303.5 303.5 519.1

    Total liabilities . . . . . . . . . 11,018.4 9,567.1 7,641.3 6,326.1

    Share capital . . . . . . . . . . . . 87.7 87.7 87.7 87.7Treasury shares . . . . . . . . . . (8.8) (7.0) Share premium . . . . . . . . . . 232.6 232.6 232.6 232.6Revaluation reserve foroffice premises . . . . . . . . . . 80.2 81.5 53.6 55.5Fair value reserve forinvestment securitiesavailable for sale . . . . . . . . . 0.1 (7.5) 24.4 (0.6)Foreign currencytranslation reserve . . . . . . . . (3.0) (5.7) (1.1) (1.0)Retained earnings . . . . . . . . 1,012.6 882.9 585.9 404.0

    Total equityattributable toshareholders ofSberbank . . . . . . . . . . . . . . 1,401.4 1,264.5 983.1 778.2

    Non-controllinginterest . . . . . . . . . . . . . . . . 14.0 3.5 4.1 0.8Total equity . . . . . . . . . . . . 1,415.4 1,268.0 987.2 779.0

    Total liabilities andequity . . . . . . . . . . . . . . . . . 12,433.8 10,835.1 8,628.5 7,105.1

    As of orfor the six

    months endedJune 30,

    (Unaudited)

    As of or for the yearended

    December 31,2012 2011 2011 2010 2009

    Selected FinancialRatiosProfitabilityReturn on averageequity(1) . . . . . . . . . . . . . . . . 26.1% 33.2% 28.0% 20.6% 3.2%Return on averageassets(2) . . . . . . . . . . . . . . . . 3.0% 4.0% 3.2% 2.3% 0.4%LiquidityNet loans/totalassets(3) . . . . . . . . . . . . . . . . 71.7% 66.9% 71.6% 63.8%68.6%Net loans/customeraccounts(4) . . . . . . . . . . . . . . 101.7% 87.1% 97.8% 82.7%89.6%Capital AdequacyTier 1 capital ratio(5) . . . . . . 11.2% 13.3% 11.6% 11.9%11.5%Total capitaladequacy(6) . . . . . . . . . . . . . 14.5% 17.9% 15.2% 16.8%18.1%Total equity/totalassets(7) . . . . . . . . . . . . . . . . 11.4% 12.5% 11.7% 11.4%11.0%

    (1) Profit for the reporting period divided by average total equity, calculated as asimple average of the Groups total equity as of January 1 and December 31 (forthe years ended December 31, 2011, 2010 and 2009) and as of January 1 andJune 30 multiplied by two (for the six months ended June 30, 2012 and 2011).

    9

  • (2) Profit for the reporting period divided by average total assets, calculated as a simpleaverage of the Groups total assets as of January 1 and December 31 (for the yearsended December 31, 2011, 2010 and 2009) and as of January 1 and June 30multiplied by two (for the six months ended June 30, 2012 and 2011).

    (3) Loans and advances to customers and due from other banks (net of provision forloan impairment) divided by total assets, calculated as of December 31 (for theyears ended December 31, 2011, 2010 and 2009) and as of June 30 (for the sixmonths ended June 30, 2012 and 2011).

    (4) Loans and advances to customers and due from other banks (net of provision forloan impairment) divided by the sum of deposits/current accounts of individualsand corporate customers, calculated as of December 31 (for the years endedDecember 31, 2011, 2010 and 2009) and as of June 30 (for the six months endedJune 30, 2012 and 2011).

    (5) Tier 1 capital calculated in accordance with the International Convergence ofCapital Measurement and Capital Standards (July 1988 updated to November 2005)and amendment to the Capital Accord to incorporate market risks (updatedNovember 2005) (Basel I) as the methodology, as of December 31 (for the yearsended December 31, 2011, 2010 and 2009) and as of June 30 (for the six monthsended June 30, 2012 and 2011).

    (6) Tier 1 and Tier 2 capital calculated in accordance with Basel I methodology.

    (7) Total equity divided by total assets, calculated as of December 31 (for the yearsended December 31, 2011, 2010 and 2009) and as of June 30 (for the six monthsended June 30, 2012 and 2011).

    There has been no significant change in the financial or tradingposition of the Group since June 30, 2012, the end of the last financialperiod for which financial information has been published.

    B.31/B.9 Underlying shares:Profit forecast orestimate.

    Not applicable; the Prospectus does not include a profit forecast orestimate.

    B.31/B.10 Underlying shares:Qualifications in theaudit report on thehistorical financialinformation.

    Not applicable; there are no qualifications in the audit reports on thehistorical financial information.

    B.32 Information about theissuer of the depositaryreceipts

    The Bank of New York Mellon, a wholly owned subsidiary of TheBank of New York Mellon Corporation, is the issuer of the DSs. It is abanking corporation operating under New York law with its principaloffice located at One Wall Street, New York, New York 10286 andprincipal administrative offices at 101 Barclay Street, New York, NewYork 10286.

    Section C Securities

    C.13/ C.1 Underlying shares: Adescription of the typeand the class of thesecurities being offeredand/or admitted totrading.

    The securities underlying the DSs are Sberbanks Ordinary Shares,bearing the following security identification numbers:

    ISIN: RU0009029540

    Common Code: 025548779

    SEDOL: B56C9L8

    CIF Code: ESVXXR

    MICEX trading symbol: SBER

    Sberbanks Ordinary Shares and preference shares have been publiclytraded in Russia since 1996.

    10

  • The Ordinary Shares have been admitted to trading on the A1quotation list of MICEX, and the ADSs have been admitted to tradingon the LSE, through its International Order Book (unregulated marketsegment), and to the entry standard trading platform of the FrankfurtStock Exchange. The ADSs also trade over-the-counter in the UnitedStates.

    C.13/ C.2 Underlying shares:Currency of thesecurities issue.

    The currency of Sberbanks Ordinary Shares is RUB.

    C.13/ C.3 Underlying shares:The number of sharesissued and fully paidand issued but not fullypaid.

    The par value pershare, or that theshares have no parvalue.

    Sberbanks share capital currently consists of 21,586,948,000 OrdinaryShares, each with a par value of RUB3.00, and 1,000,000,000preference shares, each with a par value of RUB3.00. All shares ofSberbanks share capital are fully paid, issued and outstanding. Inaddition, Sberbank is authorised by its charter to issue an additional15,000,000,000 Ordinary Shares each with a par value of RUB3.00. Noadditional preference shares are authorised to be issued by Sberbankscharter.

    C.13/ C.4 Underlying shares: Adescription of therights attached to thesecurities.

    Holders of Sberbanks Ordinary Shares have the right to vote at allGeneral Shareholders Meetings of Sberbank, subject to certain Russianlaw requirements. All the Ordinary Shares have the same par value andprovide identical rights to their holders. By law, each Ordinary Sharegives its holder the right to:

    freely transfer the share without the consent of othershareholders;

    receive dividends in accordance with the Joint-Stock CompaniesLaw (as defined below) and Sberbanks charter, if the GeneralShareholders Meeting approves payment of such dividendsupon a recommendation of the Supervisory Board;

    participate in General Shareholders Meetings and vote on allmatters within the shareholders competence, in accordance withthe agenda of the respective meeting;

    ` delegate voting rights to a representative under a duly issuedpower of attorney;

    acquire Sberbanks Ordinary Shares in case of issuance ofadditional Ordinary Shares, by exercising pre-emptive rights ona pro rata basis in relation to the shareholders existing holdingof Ordinary Shares, as provided for by the Joint-StockCompanies Law and Sberbanks charter;

    participate in the election and dismissal of members of theSupervisory Board, the President and Chairman of the ExecutiveBoard of Sberbank (the Executive Board) and the StatutoryAudit Commission;

    subject to certain limitations, demand repurchase by Sberbankof all or some of the voting shares owned by it, as long as suchshareholder voted against, or did not participate in the voting on,the decision approving the following:

    O any reorganisation;O entry into a major transaction, as defined by the

    Joint-Stock Companies Law ; orO an amendment to Sberbanks charter or adoption of a

    new version of Sberbanks charter that limits suchshareholders rights;

    11

  • upon Sberbanks liquidation, receive a proportionate amount ofits property after Sberbanks obligations of higher priority arepaid off;

    if holding, alone or with other shareholders, 1% or more of theOrdinary Shares:

    O access the list of persons entitled to participate in theGeneral Shareholders Meeting;

    O sue in court, on Sberbanks behalf, members of theSupervisory Board, the President and Chairman of theExecutive Board and/or members of the Executive Boardfor damages incurred by Sberbank as a result of theirfaulty actions or failures to act;

    if holding, alone or with other shareholders, 2% or more of thevoting shares, within 30 days of the end of Sberbanks fiscalyear, make proposals for inclusion into the agenda of theforthcoming annual General Shareholders Meeting andnominate candidates to the Supervisory Board;

    if holding, alone or with other shareholders, 10% or more of thevoting shares, demand that the Supervisory Board convene anextraordinary General Shareholders Meeting;

    have access to certain documents of Sberbank, receive copies fora reasonable fee and, if holding, alone or with other shareholders,25% or more of the voting shares, have free access to accountingdocuments and minutes of the Executive Board; and

    exercise other rights of an ordinary shareholder provided bySberbanks charter and Russian legislation.

    C.13/ C.5 Underlying shares: Adescription of anyrestrictions on the freetransferability of thesecurities.

    Under Russian law, a holder of Ordinary Shares may freely transfer theshares without the consent of other shareholders and Sberbank. Suchtransfers are subject to transfer restrictions under the relevant laws incertain jurisdictions applicable to the transferor or transferee, includingthe United States, the United Kingdom, the EEA and other jurisdictions.

    C.13/ C.6 Underlying shares:Admission to tradingon a regulated marketand the identity of allthe regulated marketswhere the securitiesare or are to be traded.

    The Ordinary Shares underlying the DSs are not and will not beadmitted to trading on any regulated market in the EEA.

    C.13/ C.7 Underlying shares: Adescription of dividendpolicy.

    In August 2011, the Supervisory Board announced SberbanksRegulation on Dividend Policy (the Dividend Policy), which setsforth that the proposed dividend distribution on the Ordinary Sharesshall be determined by the Supervisory Board, taking into considerationSberbanks net profit for the relevant year, the amount of dividendsminimally payable on Sberbanks outstanding preferred shares (at least15% of the par value for each preferred share), Sberbanks need forcapital for development of its business and implementation of thestrategy and other factors. The Dividend Policy also sets forth that, aspart of the process for setting and maintaining the optimal level ofSberbanks capital and building long-term relationships withSberbanks shareholders, Sberbank intends to gradually, over the nextthree years starting with the dividend payment in respect of the 2011financial year, increase the aggregate dividend distributions payable inrespect of its Ordinary Shares up to 20% of the Groups net profitcalculated under IFRS.

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  • C.14/ C.1 Depositary receipts: Adescription of the typeand the class of thesecurities being offeredand/or admitted totrading.

    The GDSs will be issued pursuant to the Deposit Agreements. EachGDS represents an interest in four Ordinary Shares on deposit withSberbank as Custodian.

    In 2011, Sberbanks level 1 ADSs, each ADS representing fourOrdinary Shares, became tradable over-the-counter on markets in theUnited States, Germany and the United Kingdom.

    Application has been made for the DSs to be admitte