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Sberbank and Mail.ru Group agree on strategic cooperation

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Sberbank (SBER)
Sberbank and Mail.ru Group agree on strategic cooperation
19-Nov-2019 / 08:31 CET/CEST
Dissemination of a Regulatory Announcement 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 and Mail.ru Group agree on strategic cooperation

? Sberbank to be full-fledged partner in MF Technologies by signing
binding documents to acquire 36% shareholding in the company

? Sberbank and Mail.ru [1] Group agree on strategic cooperation

? Binding terms signed to create Russia's leading O2O services platform in
mobility and food-tech

November 19, 2019, Moscow - Sberbank and Mail.ru [2] Group have agreed on
strategic cooperation and signed binding paperwork to partner in mobility
and food-tech. Sberbank has also signed binding documents to acquire a 36%
shareholding in MF Technologies.

Strategic cooperation between Sberbank and Mail.ru [2] Group

Sberbank and Mail.ru [2] Group have agreed on strategic cooperation. The
parties are set to leverage their expertise to boost the development of
digital economy and AI-powered products in Russia. The companies fully
appreciate the potential synergy of their mutually reinforcing ecosystems,
the opportunity to create unique products together with the aim to expand
the range of customer services, provide a seamless customer experience,
improve predictability, and customize client offers.

Potential cooperation areas include advertising products for small and
medium-sized enterprises, joint products and services for Mail.ru [2] Group
and Sberbank customers, s haring of expertise in technology and new complex
solutions, and joint strategic projects.

Sberbank and Mail.ru [2] Group are already cooperating in some areas. They
are running joint initiatives to promote the products and services of their
ecosystems across online and offline channels, integrating Delivery Club and
Citymobil with the Spasibo by Sberbank loyalty program and are set to
introduce Sberbank ID to those services shortly.

Sberbank buys into MF Technologies

Sberbank has signed binding documents to purchase a 36% stake in MF
Technologies - which owns 58.3% of Mail.ru [2] Group voting shares - from
Gazprombank (35%) and Rostec (1%). The value of the deal will be RUB 11.3
bln. The parties are waiting for the deal to be approved by the Federal
Antimonopoly Service of Russia. As a result, the MF Technologies shareholder
structure will be as follows: MegaFon (45%), Sberbank (36%), Rostec (10%),
and USM Holdings (9%). The deal is expected to be closed by the end of 2019.

Mobility and food-tech JV

Sberbank and Mail.ru [2] Group (MAIL) have signed binding documents to
create a leading O2O food-tech and mobility service platform in Russia,
which was announced on July 25, 2019. The deal is expected to be closed on
receiving approval from the competition regulator and fulfilling suspensive
conditions by the end of 2019.

The parties will have equal stakes in the JV, with up to 10% of shares being
allocated for the long-term motivation program to incentivize O2O platform
employees. In addition to Delivery Club and Citymobil, the platform will
feature other food-tech and mobility complementary services, such as
YouDrive car sharing, minority stakes in DC Daily, Performance Group,
SberMarket, the SberFood digital platform for the restaurant market,
previously known as Foodplex, r-keeper, an ERP platform for restaurants, and
others.

Herman Gref, CEO, Chairman of the Executive Board, Sberbank:

"The agreements we've signed with Mail.ru Group are continuing our joint
projects and mean an even closer cooperation that will enable us to bring
together our technological and intellectual resources. We believe that our
partnership will significantly enhance the digital economy in Russia,
resulting in the active development of advanced and popular services that
will change the common patterns for consumption of products and services."

Boris Dobrodeev, CEO, Mail.ru Group:

"Our current partnership with Sberbank has been productive. It has proved
that we share the same market vision and that Sberbank supports our
strategy. We are pleased with the prospect of expanding our cooperation -
the ecosystems of Sberbank and Mail.ru Group complement each other and
together we will be able to develop O2O products and provide a wider range
of services and opportunities to our users and customers. We believe that
our partnership will drive growth of our companies and the market in
general".

***

O2O platform agreement terms:

? Sberbank and Mail.ru [2] Group are set to invest up to RUB 64.6 bln in
the JV if the key performance indicators outlined in the O2O platform's
business plan are met by November 2020

? Mail.ru [2] Group will contribute its stakes in Delivery Club (100%) and
Citymobil (29.67%) to the new company. Additionally, the stakes and
options it holds in other firms operating in food-tech and mobility
industries (including YouDrive, DC Daily, Performance Group) and RUB 8.5
bln will be contributed. An additional investment of approximately RUB 4.6
bln may be injected into the JV capital depending on if the contributed
assets meet a number of KPIs by November 2020

? Mail.ru [2] Group will ensure that a 78.82% stake in Citymobil is
accumulated ahead of the deal closing, which does not spell additional
capital commitment to the JV

? Sberbank will contribute its 35% shareholding in Foodplex and
approximately RUB 38.5 bln to the JV. Sberbank's overall contribution may
be increased by an additional RUB 13 bln if Delivery Club and Citymobil
meet a number of KPIs by November 2020

? This means that the JV will receive approximately RUB 47 bln in capital
investment by the time the deal is closed and an additional investment of
up to RUB 17.6 bln if the KPIs are met. In this case the post money
valuation of the JV will exceed RUB 100 bln, given the KPIs are met

? Three years after the closing of the deal, Sberbank is entitled to ask
Mail.ru Group's corporate governance bodies to vote on a swap of
Sberbank's stake in the JV for Mail.ru Group shares at cost parity, but no
more than 20% of all the shares Mail.ru Group holds. With no approval by
the board of directors and shareholders of Mail.ru Group, this conversion
is non-binding for Mail.ru Group

? All funds will be invested in the JV in the form of a cash in and used
to drive its organic development, consolidate assets and fund potential
transactions in the food-tech and mobility segments that are complementary
to the current O2O businesses

? In the future, the parties are scheduled to consider bringing in more
investors to facilitate the platform's further development. According to
partners' estimates, the funding being injected into the JV should be
sufficient for the platform to implement its current business plans and
reach the break-even point.

# # #

Sberbank

Yulia Emm

Press office

Tel.: +7 495 957 5721

media@sberbank.ru

https://twitter.com/SberbankMedia [3]

Sberbank is Russia's largest bank and a leading global financial
institution. Sberbank holds almost one third of aggregate Russian banking
sector assets, it is the key lender to the national economy and the biggest
deposit taker in Russia. The Central Bank of the Russian Federation is the
founder and principal shareholder of Sberbank owning 50% of the bank's
authorised capital plus one voting share, with the remaining 50% held by
domestic and international investors. Sberbank has customers in 18
countries. Sberbank has the largest distribution network in Russia with
about 14,000 branches, and its international operations include the UK, US,
CIS, Central and Eastern Europe, India, China, and other countries.

The bank holds general banking licence No. 1481 issued by the Bank of
Russia.

Official websites of the Bank: www.sberbank.com [4] (Sberbank Group
website), www.sberbank.ru [5].

Mail.ru Group

Investor contacts:
Tatiana Volochkovich
Email: t.volochkovich@corp.mail.ru

Press contacts:
Ksenia Egorova

Email: k.egorova@corp.mail.ru

About Mail.ru Group

Mail.ru Group (MAIL, listed since November 5, 2010) is the largest holding
company in Russia by daily audience (Mediascope Web Index Desktop+Mobile,
12-64, 100,000+ cities as of May, 2019).

Mail.ru Group develops a leading Russian platform for communications and
entertainment Internet services. The company owns leading Russian-language

(MORE TO FOLLOW) Dow Jones Newswires

November 19, 2019 02:32 ET ( 07:32 GMT)
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