OREANDA-NEWS. November 23, 2012. Sberbank of Russia (“Sberbank”) announces that it has entered into an amendment to its Regulation S GDR program deposit agreement (the “Reg S GDR Deposit Agreement”), with The Bank of New York Mellon (“BNYM”), as depositary under which Regulation S global depositary shares (the “Reg S GDSs”) are issued. Sberbank’s Level I American depositary shares (the “ADSs”) are issued under Sberbank’s Level I ADR program deposit agreement, dated as of June 27, 2011, as amended as of September 24, 2012 (the “ADR Deposit Agreement”), reported the press-centre of Sberbank.

The purpose of the amendment is to amend and restate the terms of the Reg S GDR Deposit Agreement to be identical to the terms of ADR Deposit Agreement, thereby merging the two depositary receipt programs into one single program (the “Reg S GDS Conversion”).  Following the Reg S GDS Conversion, the Reg S GDSs will be redesignated as ADSs and will become in all respects fungible with the outstanding ADSs.  The amendment will become effective on the 30th day following the date of a notice by BNYM of the amendment to the Reg S GDR Deposit Agreement to holders of Reg S GDSs (expected to be on or around December 19, 2012).

As in the case of Reg S GDSs, holders of ADSs have contractual entitlements to the exercise of voting rights and the payment of dividends and other distributions. From a trading perspective, the ADSs, in addition to being admitted to the Official List of the Financial Services Authority and to trading on the Main Market of the LSE (the “LSE”), also trade on the entry standard trading platform of the Frankfurt Stock Exchange and over-the-counter in the United States.

After BNYM has distributed the notice of the amendment to the Reg S GDR Deposit Agreement and the Reg S GDS Conversion to holders of Reg S GDSs via Euroclear and Clearstream, the Reg S GDS Conversion will occur on the 31st day after distribution of such notice (expected to be on or around December 20, 2012). Holders of Reg S GDSs who choose not to withdraw from the Regulation S GDR program during the 30-day period will receive one ADS in exchange for each Reg S GDS. No issuance or cancellation fees will be charged to holders of Reg S GDSs in connection with the Reg S GDS Conversion. During this 30-day period, holders of Reg S GDSs who choose to withdraw from the Regulation S GDR program, subject to and in accordance with the conditions in the Reg S GDR Deposit Agreement, may request cancellation of their Reg S GDSs and delivery to them of the ordinary shares of Sberbank represented by such Reg S GDSs.

Following the Reg S GDS Conversion, those investors who previously held interests in Reg S GDSs through Clearstream and Euroclear will be able to settle trades of ADSs through Clearstream and Euroclear, as Clearstream and Euroclear have accounts in DTC.

Following the Reg S GDS Conversion, ADSs will continue to trade on the LSE under the ticker symbol “SBER” as well as on the entry standard trading platform of the Frankfurt Stock Exchange and over-the-counter in the United States.