FEDERAL LAW OF THE RUSSIAN FEDERATION

of March 18, 2020 No. 50-FZ

About acquisition by the Government of the Russian Federation at the Central bank of the Russian Federation of ordinary shares of Sberbank of Russia public joint stock company and recognition voided separate provisions of legal acts of the Russian Federation

Accepted by the State Duma on March 12, 2020

Approved by the Federation Council on March 14, 2020

Article 1

1. Central Bank of the Russian Federation (Bank of Russia) alienates the ordinary shares of Sberbank of Russia public joint stock company belonging to it on the date of entry into force of this Federal Law (further - PJSC Sberbank) by their sale to the Government of the Russian Federation on behalf of the federal executive body performing functions on development of state policy and normative legal regulation in the sphere of the budget, tax, insurance, currency and banking activity.

2. Sale of ordinary shares of PJSC Sberbank according to part of 1 this Article is performed by the Bank of Russia on the weighted average price of these shares determined by results of the organized biddings for the period established in the first purchase and sale agreement of these shares which is not exceeding thirty days preceding date of the conclusion of the specified agreement.

3. Acquisition by the Government of the Russian Federation of ordinary shares of PJSC Sberbank is performed within investment of funds of National welfare fund. Shareholder rights on the acquired securities on behalf of the Government of the Russian Federation are exercised by the federal executive body performing functions on development of state policy and normative legal regulation in the sphere of the budget, tax, insurance, currency and banking activity. Transfer of ordinary shares of PJSC Sberbank Pravitelstvu of the Russian Federation on behalf of the federal executive body performing functions on development of state policy and normative legal regulation in the sphere of the budget, tax, insurance, currency and banking activity is performed only after transfer to the Bank of Russia of money in payment of the corresponding block of shares according to the purchase and sale agreement.

4. The provisions of the Federal Laws regulating procedure do not extend to the alienation of ordinary shares of PJSC Sberbank by the Bank of Russia provided by part of 1 this Article:

1) receipts of prior or subsequent consent of the Bank of Russia to share acquisition (shares) of bank;

2) receipts of consent of federal antimonopoly authority to implementation of the transaction with shares (shares) of bank (the direction of the notification in federal antimonopoly authority);

3) notifications of the issuer and the Bank of Russia on acquisition of right (termination) of the right to dispose of certain number of votes, falling on voting shares (shares) constituting the authorized capital of the issuer;

4) acquisitions of thirty and more percent of ordinary shares of public joint stock company.

5. For the purpose of protection of the rights of minority shareholders and providing the rights and legitimate interests of participants of the corporate relations, ensuring succession in implementation of corporate management and priority activities of PJSC Sberbank Pravitelstvo of the Russian Federation on behalf of the federal executive body performing functions on development of state policy and normative legal regulation in the sphere of the budget, tax, insurance, currency and banking activity and the Bank of Russia (further in this part - the parties) signs the shareholders' agreement on implementation of the rights certified by ordinary shares of PJSC Sberbank, the providing participation of the parties in implementation of corporate management of PJSC Sberbank with the following provisions:

1) the candidates proposed by the parties in the supervisory board of PJSC Sberbank as independent directors shall correspond to the criteria of the independent director established by rules of the organizer of trade who performs listing of ordinary shares of PJSC Sberbank;

2) until alienation of all ordinary shares of PJSC Sberbank by the Bank of Russia in structure of the supervisory board of PJSC Sberbank are pushed and chosen vote of the parties at PJSC Sberbank general shareholder meeting to five candidates who are the government employees, persons acting in the supervisory board of PJSC Sberbank according to the agreement on representation of interests of the Government of the Russian Federation, bank clerks of Russia. Join at least one candidate from among government employees and at least one candidate from among bank clerks of Russia in the specified quantity. The ratio of number of government employees, persons acting in the supervisory board of PJSC Sberbank according to the agreement on representation of interests of the Government of the Russian Federation, and the bank clerks of Russia pushed and elected in structure of the supervisory board of PJSC Sberbank by vote of the parties at PJSC Sberbank general shareholder meeting is determined taking into account the actual quantitative distribution of ordinary shares of PJSC Sberbank between the parties as of January 1 of the corresponding calendar year;

3) after alienation of all ordinary shares of PJSC Sberbank by the Bank of Russia in structure of the supervisory board of PJSC Sberbank are pushed and chosen vote of the Government of the Russian Federation on behalf of the federal executive body performing functions on development of state policy and normative legal regulation in the sphere of the budget, tax, insurance, currency and banking activity at PJSC Sberbank general shareholder meeting to four candidates, including one bank clerk of Russia;

4) in structure of the supervisory board PJSC Sberbank pushes and elected by vote of the parties at PJSC Sberbank general shareholder meeting no more than one representative of executive bodies of PJSC Sberbank;

5) the government employees, persons acting in the supervisory board of PJSC Sberbank according to the agreement on representation of interests of the Government of the Russian Federation are independent in decision making and vote concerning the agenda of meeting of the supervisory board of PJSC Sberbank, except as specified, if they are instructed by the Government of the Russian Federation in the procedure established by its regulatory legal acts on vote definitely on questions which list is determined by the shareholders' agreement.

6. The shareholders' agreement is signed within one month after transfer of ordinary shares of PJSC Sberbank Pravitelstvu of the Russian Federation by the Bank of Russia on behalf of the federal executive body performing functions on development of state policy and normative legal regulation in the sphere of the budget, tax, insurance, currency and banking activity based on the first purchase and sale agreement of these shares.

7. The shareholders' agreement is effective from the moment of its conclusion and before the expiration of three years from the moment of alienation by the Bank of Russia of all ordinary shares of PJSC Sberbank belonging to it on the date of entry into force of this Federal Law.

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