Sberbank — M&A Activity 2019

Dec 20, 2019

Sberbank (SBER) 19-Dec-2019 / 08:03 CET/CEST Dissemination of a RegulatoryAnnouncement that contains inside information according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.

Sberbank announces closing of deals to register itsStrategic partnership with Mail.ru Group officially, buyinto MFT, and create O2O pla orm for foodtech, taxi, and carsharingservices

• Sberbankcloses deal to acquire 36% stake in MF Technologies.
• Sberbank and Mail.ru Group complete forma(on of partnership to develop mobility and foodtech solu(ons and services.
• Sberbank and Mail.ru Group set up Board of Directors for their O2O (online to offline) jointventure and choose BoD Chairman.
• Sberbank nominates its representa(ve for Mail.ru Group's Board of Directors.

December 19, 2019, Moscow - Sberbank and Mail.ru Group have completed the formaon of their foodtech and mobility partnership. Sberbank also announces the acquision of a 36% interest in MFTechnologies, which controls 58.3% of votes in Mail.ru Group.

Sberbank buys into MF Technologies

Sberbank has closed the deal to acquire a 36% stake in MF Technologies JSC from Gazprombank JSC and state-owned corporaon Rostec to become a full-fledged partner. As a result, MF Technologies shareholder structure will be as follows: MegaFon (45%), Sberbank (36%), Rostec (10%), USMHoldings (9%).

Sberbank will get one seat on the Board of Directors of Mail.ru Group. Lev Khasis, First Deputy Chairman of the Execuve Board of Sberbank, has been nominated for the posion.

Sberbank and Mail.ru Group completeforma#on of foodtech & mobility partnership

The pares have go<en equal stakes in the JV; up to 10% of shares will be allocated for the long-term movaon program to incenvize O2O plaAorm employees. All corporate and regulatory approvals, including those from the Federal Anmonopoly Service of Russia, have been obtained.

The pares will contribute complementary foodtech and mobilityassetsalong with investment to the plaAorm. Their aggregate value will reach of up to RUB64.6 bln if business KPIsare met by November 2020.

Accordingto pares' esmates, the funding beinginjected in the JV should be sufficient for the plaAorm to implement its current business plans and reach the break-even point. On top of that, the pares might consider bringing in more investors down the road to facilitate the plaAorm's further development.

Details of the deal:

• JV's shareholding in Citymobil aHer the restructuring and investment will reach up to 95% by the end of 1Q20. MegaFon and Citymobil founder Aram Arakelyan will keep theirminority stakes in Citymobil
• The pares have agreed to consolidate 100% of SberFood, a digital plaAorm for the restaurant market formerly known as Foodplex, which features the r-keeperERP plaAorm for restaurants. Asaresult of the consolidaon Sberbank's currentSberFood partners - Rambler Group and GHP Group - will get minority stakes in Delivery Club. JV's shareholdingin Delivery Club will reach up to 98.1%
• The pares will contribute YouDrive car sharing service, minority stakes in DC Daily, Performance Group, SberMarket, and other complementary assets to the JV. The pares have agreed that the JV will be the only enty developing these services for each of the companies
• The JV will have received approximately RUB 47 bln in capital investment from Sberbank and Mail.ru Group by the me the deal is closed and an addional investment of up to RUB 17.6 bln if the KPIsare met. In this case the JV valuaon will top RUB 100 bln,given the KPIsare met.

The corporate governance structure implies seLng up a Board of Directors, which will include three members from Mail.ru Group and Sberbank, each,and one independent director.

Sberbankand Mail.ru Group representaves:

• Lev Khasis,First Deputy Chairman of the Execuve Board,Sberbank
• Svetlana Kirsanova, Deputy Chairman of the Execuve Board,Sberbank
• Andrey Vanin,Senior Vice President, Director of SberbankEcosystem Development Unit (SberX)
• Boris Dobrodeev, CEO, Mail.ru Group, Russia
• Vladimir Gabrielyan,First Deputy CEO, Mail.ru Group
• Anna Artamonova, Vice President, Head ofEmail and Portal and InstantMessaging Business Units, Mail.ru Group

The Board of Directors will be in charge of the JV strategyand will idenfy the company's top prioritygrowth areas.

The pares have agreed that the JV's Board Chairman posion impliesannual rotaon - Boris Dobrodeev will be elected as the first BoD Chairman to be replaced byaSberbank execuve ayear later.

The companies in the O2O JV will maintain theircurrent management teams.

Lev Khasis, First Deputy Chairman of theExecu#ve Board, Sberbank:

"We've managed to finalize the terms of a complicated deal fast, a deal that involved mulple pares and assets. I'd like to thank all of our

partners involved in the deals for their construcve and professional approach when rising up to the challenges wefaced. We're happy that all the legal formalies are behind us. Our teams have already run a whole range of integraon projects that should enrich customer experience and make our food and mobility soluons convenient and indispensable for a vast number of people. We expect that our joint O2O pla%orm's products and services will betop choicefor Russians."

Boris Dobrodeev, CEO, Mail.ru Group:

"We'd started collaborang with Sberbank even beforethe deal was closed, and wesaw excellent results. We are pleased to moveto a new phase of our partnership that will allow us to fully leverage the synergies of our ecosystems. We agreed that all the experse in transportaon and food tech accumulated by Mail.ru Group and Sberbank will beinvested in the development of the new O2O pla%orm. I believethat our joint efforts will have a compound effect, and we will be able to provide users and partners with a pla%orm offering the best deals and the widest range of services".

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Sberbank YuliaEmm Press office Tel.: +7 495 957 5721 media@sberbank.ru

Sberbankis Russia's largest bank and a leading global financial instuon. Sberbank holds almost one third of aggregate Russian banking sector assets, it is the key lender to the naonal economy and the biggest deposit taker in Russia. The Central Bank of the Russian Federaon is the founder and principal shareholder of Sberbank owning 50% of the bank'sauthorized capital plus one vong share, with the remaining 50% held by domesc and internaonal investors. Sberbank has customers in 18 countries. Sberbank has the largest distribuon network in Russia with about 14,000 branches,and its internaonal operaons include the UK, US, CIS, Central and Eastern Europe, India, China,and othercountries. The bank holdsgeneral bankinglicense No. 1481 issued by the Bank of Russia. Official websites of the Bank: www.sberbank.com (Sberbank Group website), www.sberbank.ru.

ISIN: US80585Y3080, RU0009029540, RU0009029557, US80585Y4070 Category Code: MSCH TIDM: SBER

LEICode: 549300WE6TAF5EEWQS81 OAM Categories:2.2. Inside information Sequence No.: 36369 EQS News ID: 939999

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