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Sberbank Capital/Financing Update 2012

Sep 18, 2012

6349_rns_2012-09-18_9e1b4002-43cf-4eb6-92ea-15a3e78ec028.pdf

Capital/Financing Update

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Sberbank / Miscellaneous

18.09.2012 22:24

Dissemination of a UK Regulatory Announcement, transmitted by EquityStory.RS, LLC - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. ---------------------------------------------------------------------------

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN CANADA, JAPAN OR THE UNITED STATES

18 September 2012

The Central Bank of the Russian Federation and Sberbank of Russia Announce Pricing for Offering of Sberbank Shares and GDSs

The Central Bank of the Russian Federation ('CBR') and Sberbank of Russia ('Sberbank') announce today the pricing of an offering of a portion of the ordinary shares of Sberbank ('Ordinary Shares') held by the CBR ('Global Offering') in the form of both Ordinary Shares ('Offer Shares') and Global Depository Shares ('GDSs') (each GDS representing an interest in four Ordinary Shares) at RUB 93 or USD 3.04 per Offer Share and USD 12.16 per GDS. The Global Offering, together with a simultaneous offering of Ordinary Shares through the facilities of CJSC MICEX Stock Exchange at the above price in Roubles per Ordinary Share ('MICEX Offering' and, together with the Global Offering, 'Offerings'), comprises 1,712,994,999 Ordinary Shares, representing 7.58% of the total share capital of Sberbank.

The Offerings reduce the CBR's stake in Sberbank's total share capital to 50% plus one voting share in accordance with the approvals of the National Banking Council of the CBR and the Russian Government. No new capital has been raised as part of the Offerings.

Credit Suisse, Goldman Sachs International, J.P. Morgan, Morgan Stanley and Troika Dialog are acting as Joint Global Coordinators and Joint Bookrunners in connection with the Global Offering.

The Ordinary Shares are admitted to trading on the 'A1' quotation list of MICEX. Sberbank will apply for admission of the GDSs to the official list (the 'Official List') of the UK Listing Authority and to trading on the regulated market for listed securities of the London Stock Exchange ('LSE') through its International Order Book ('IOB') (regulated market segment). Conditional trading is expected to commence on the LSE at 8.00am BST tomorrow, September 19, 2012, under the ticker symbol 'SBRF.' Admission to the Official List and commencement of unconditional trading is expected to take place at 8.00am BST on September 24, 2012. American Depositary Shares ('ADSs'), each representing an interest in four Ordinary Shares, are admitted to trading on the LSE, through its International Order Book (unregulated market segment) and to the Entry Standard trading platform of the Frankfurt Stock Exchange. Sberbank will also apply for the admission of the ADSs to the Official List and to trading on the LSE's regulated market for listed securities through the regulated market segment of the IOB.

Herman Gref, President and Chairman of the Executive Board of Sberbank, commenting on today's announcement, said:

'We are delighted by the response to the Offerings and to welcome a broad range of new international and domestic equity holders to our long-term investor base. The successful transaction will secure an international stock exchange listing for the bank, better equip us to capture available growth opportunities in Russia and internationally and demonstrates further momentum in our ongoing project to create one of the world's top performing banks. We look forward to continuing to deliver value to all our shareholders.'

Sberbank Overview

As the largest commercial bank in Russia by total assets, deposits and

loans, Sberbank plays a significant role in Russia's financial system and economy. As of June 30, 2012, Sberbank's total assets under IFRS equalled RUB12.4 trillion. According to Sberbank's calculations based on RAS and the data released by the CBR, Sberbank's total assets accounted for 28.2% of all Russian banking sector assets as of July 1, 2012. Sberbank is the largest taker of deposits in Russia. According to Sberbank's calculations based on CBR data, as of July 1, 2012, Sberbank had a market share of 46.1% in retail deposits. Further, according to Sberbank's calculations based on CBR data, as of July 1, 2012, Sberbank had a market share of 33.2% in loans to corporate borrowers and 33.6% in loans to retail borrowers. More than 70 million individual customers in Russia hold accounts with Sberbank.

Enquiries

For further information, please contact:

Sberbank:

Aleksandr Baziyan +7 495 957 57 21 [email protected]

FTI Consulting:

Moscow: Maria Shiryaevskaya/ Oleg Leonov

T: + 7 495 795 0623

[email protected] / [email protected]

London: Paul Marriott/ Neil Doyle

T: +44 20 7269 7252/ +44 20 7269 7237

[email protected] / [email protected]

Some of the information in these materials may contain projections or other forward-looking statements regarding future events or the future financial performance of Sberbank. You can identify forward looking statements by terms such as 'expect', 'believe', 'anticipate', 'estimate', 'intend', 'will', 'could,' 'may' or 'might', the negative of such terms or other similar expressions. Such statements are only predictions and actual events or results may differ materially. Sberbank does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of Sberbank, including, among others, general economic conditions, the competitive environment, risks associated with operating in the Russian Federation, rapid technological and market change in the industry in which Sberbank operates, as well as many other risks specifically related to Sberbank and its operations.

The information contained in this announcement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of any securities of Sberbank in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.

This announcement is only addressed to and is only 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 Directive 2003/71/EC (such Directive and amendments thereto, together with any applicable implementing measures in the relevant home Member State under such Directive, the 'Prospectus Directive') ('Qualified Investors'). In the United Kingdom, this announcement is being distributed to, and is only directed at, Qualified Investors who (i) have professional experience in matters relating to investments falling within the definition of

'investment professionals' in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the 'FPO') or (ii) who fall within Article 49(2)(a) to (d) of the FPO (all such persons being together referred to as 'Relevant Persons'). This announcement and information contained herein must not be acted on or relied upon (a) in the United Kingdom, by persons who are not Relevant Persons, and (b) 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 announcement 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.

This announcement is an advertisement for the purposes of applicable measures implementing the Prospectus Directive. This announcement is not a prospectus and investors should not subscribe for or purchase any Ordinary Shares (including the Offer Shares), the GDSs or the ADSs referred to in this announcement except on the basis of information in the prospectus to be published by Sberbank in accordance with the Prospectus Directive.

The information contained in this announcement does not constitute or form part of any offer for sale or subscription of or solicitation of any offer to buy or subscribe for any securities in the United States, nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. Under the U.S. Securities Act of 1933, as amended, securities may not be offered or sold in the United States absent registration or an exemption from registration. Sberbank does not intend to register any portion of the Offerings in the United States or to conduct a public offering of the Ordinary Shares (including the Offer Shares), the GDSs or the ADSs in the United States.

This announcement and the information contained herein is not an advertisement, an offer, or an invitation to make offers, sell, purchase, exchange or otherwise transfer any securities in the Russian Federation or to or for the benefit of any Russian person or entity. Neither the GDSs, ADSs nor any prospectus or other document relating to them has been registered with the Russian Federal Service for Financial Markets. The GDSs and ADSs are not intended for and will not be admitted to 'placement' or 'circulation' in Russia (as defined under Russian law) and any information on the GDSs and ADSs in this announcement is not intended for Russian persons or persons in the Russian Federation unless and to the extent permitted by Russian law.

Only for distribution to Australian 'exempt investors' as defined in Chapter 6D.2 of the Australian Corporations Act 2001 (Cth) ('Corporations Act') or 'wholesale clients' as defined in Chapter 7 of the Corporations Act.

Credit Suisse Securities (Europe) Limited, Goldman Sachs International, J.P. Morgan Securities plc, and Morgan Stanley & Co. International plc, each of which is authorised and regulated in the United Kingdom by the FSA, as well as CJSC 'Sberbank CIB' (formerly, CJSC 'Investment Company 'Troika Dialog') and SIB (Cyprus) Limited, are acting exclusively for Sberbank and no-one else in connection with the Global Offering. They will not regard any other person as their respective clients in relation to the Global Offering and will not be responsible to anyone other than Sberbank for providing the protections afforded to their respective clients, nor for providing advice in relation to the Global Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

None of Credit Suisse Securities (Europe) Limited, Goldman Sachs International, J.P. Morgan Securities plc, Morgan Stanley & Co. International plc, CJSC 'Sberbank CIB' and SIB (Cyprus) Limited or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of, the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Sberbank, its subsidiaries or affiliates, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or

for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.

18.09.2012 EquityStory.RS, LLC's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de


Language:
Company:
English
Sberbank
19 Vavilova St.
117997 Moscow
Russia
Phone: +7-495-957-57-21
Fax:
E-mail: [email protected]
Internet: www.sberbank.ru
ISIN: US80585Y3080, RU0009029540, RU0009029557
Listed: MICEX, RTS
Category Code: MSC
LSE Ticker: SBER
Sequence Number: 1201
Time of Receipt: Sep 18, 2012 22:24:27
End of Announcement EquityStory.RS, LLC News-Service