NOTICE
of Acquisition of Own Outstanding Shares by "BANK "SAINT-PETERSBURG" PUBLIC JOINT STOCK COMPANY
December 22, 2015
Dear Shareholders,
"BANK "SAINT-PETERSBURG" PUBLIC JOINT STOCK COMPANY (OGRN 1027800000140, located at: 64A Malookhtinsky pr., 195112, Saint-Petersburg, Russian Federation), hereinafter referred to as "the Bank", would like to inform you that on December 18, 2015 the Bank's Supervisory Board passed a resolution concerning acquisition by the Bank of its own outstanding ordinary registered shares in book-entry form (Minutes No. 6 of December 18, 2015) in accordance with paragraph 2 of Article 72 of the Federal Law "On Joint Stock Companies" (hereinafter, the Supervisory Board Resolution).
- Share acquisition terms:
1.1. Category (type) of the acquired shares: ordinary registered shares in book-entry form (state registration number 10300436В; ISIN code RU0009100945) (hereinafter, "the Shares").
1.2. Number of the acquired Shares: 13,800,000 (Thirteen million eight hundred thousand).
Should the total number of Shares for which the Offers concerning their sale to the Bank were submitted exceed the number of the Shares to be acquired by the Bank (13,800,000 (Thirteen million eight hundred thousand)), the Shares will be acquired from the shareholders pro rata to the number of Shares indicated in the Offer.
The number of Shares which the shareholder will be entitled to transfer to the Bank if the Shares are acquired from the shareholders pro rata to the Offers can be calculated as follows:
К × _13,800,000_, where
Т
К - number of Shares indicated in the shareholder's Offer;
Т - total number of Shares for which Offers were received from the shareholders by the Bank;
13,800,000 - number of Shares acquired pursuant to the Supervisory Board Resolution.
Should the resulting number of Shares calculated according to this paragraph be a fractional number, it shall be rounded down to the nearest whole number.
1.3. Acquisition price per Share: Pursuant to the Bank's Supervisory Board Resolution, the acquisition price of 1 (One) Share of the Bank shall be RUB46 (Forty six).
1.4. The Bank shall acquire Shares free from any third party rights or claims and attachments and not subject to any litigation or other disputes.
1.5. Share acquisition period: The Shares shall be acquired from January 22, 2016 through February 25, 2016, including:
- the period during which the shareholders' offers for the sale of their Shares to the Bank will be accepted or withdrawn: from January 22, 2016 through February 24, 2016;
- shareholder's offer acceptance date: February 25, 2016.
1.6. The Shares acquired by the Bank shall be transferred to the Bank's treasury customer account: from February 26, 2016 through March 11, 2016.
1.7. Method and period of payment for the Shares: The Bank shall make a lump sum cash payment for the Shares in Russian roubles from March 14, 2016 through March 18, 2016, including such dates.
The payment shall be made through a bank transfer according to the banking details indicated in the Offer.
2. Share acquisition procedure:
2.1. Procedure for submitting the Offer for the sale of Shares to the Bank
2.1.1. From January 22, 2016 through February 24, 2016 a shareholder wishing to transfer to the Bank all or part of the Bank's Shares owned by it shall send/submit to the Bank its written offer concerning the sale of Shares to the Bank (hereinafter, "the Offer"). The date of the Offer shall be deemed to be the date when such Offer is received by the Bank, namely: the date of filing at the address specified for Offer acceptance, or the date of receipt of the mailed Offer (according to the post office stamp on the envelope), or the date of delivery by courier to the address indicated in paragraph 2.1.2 hereof.
The shareholder's Offer must be received by the Bank no later than 6:00 p.m. on February 24, 2016.
No Offers received by the Bank after the specified date will be reviewed by the Bank, and the Bank will send to the shareholder a notice of its refusal to acquire its Shares (hereinafter, "the Refusal Notice") as indicated by the shareholder in paragraph 5 of Section A of the Offer. The original Refusal Notices copies of which have been sent by fax and/or e-mail shall be delivered to the shareholder in person or through the authorized representative, or sent by registered mail with delivery confirmation to the address specified by the shareholder in paragraph 3 of Section A of the Offer within 2 (two) business days from the date when the Bank has sent the Notice by fax and/or e-mail.
Should there be a change of the shareholder's wish to sell its Shares to the Bank, the shareholder shall be entitled to withdraw its Offer by 6:00 p.m. on February 24, 2016. The request to withdraw the Offer for the sale of Shares to the Bank (hereinafter, "the Withdrawal Request") shall be made in writing according to the procedure stipulated for the Offer.
2.1.2. The Offer may be delivered to the Bank in person or through a representative at the offer acceptance address (Share Capital Department, Room 333, 64A Malookhtinsky pr., 195112, St.Petersburg, Russian Federation) during regular business hours (10:00 a.m. to 6:30 p.m. Monday through Thursday and 10:00 a.m. to 5:30 p.m. on Fridays), sent by registered mail or courier to the address indicated above (offer acceptance address) in an envelope marked as "Attention: Share Capital Department, Shareholder's Offer".
2.1.3. The Offer and Withdrawal Request must be made in the format available at the Bank's web site at: under "Investor Relations/Shareholder Centre/Acquisition of the Bank's Shares".
2.1.4. Offer execution requirements
The pages of the Offer must be stitched together and numbered, the Offer must be signed by the shareholder.
For legal entities:
An Offer from a corporate shareholder must be signed by the person authorized to act on behalf of the relevant legal entity without a power of attorney or by an authorized representative of the legal entity acting on the basis of a power of attorney, and must bear a seal of the relevant corporate shareholder (if applicable). The originals or duly certified copies of the following documents required to verify the authorities of the representative of the corporate shareholder must by submitted to the Bank along with the Offer: ID (passport) of the person who signed the Offer, articles of association, documents confirming the election/appointment of the senior officer of the legal entity authorized to act on its behalf without a power of attorney. If the senior officer of the legal entity signs the Offer not in the presence of the Bank's authorized officers, the Offer must be accompanied by a notarized copy of the signature sample card containing the signature of the signatory. If the Offer is signed by a representative of the legal entity acting on the basis of a power of attorney, then, in addition to the above listed documents, a power of attorney executed in accordance with the laws of the Russian Federation and documents (duly certified copies of the documents) confirming the authorities of the party issuing the power of attorney must be submitted to the Bank. If the power of attorney issued by the legal entity is notarized, no documents confirming the authorities of the party issuing the power of attorney are required.
For individuals:
An offer from an individual shareholder must be signed by the shareholder or his/her authorized representative. The signatures of the individual shareholder and his/her representative made not in the presence of the Bank's authorized officers must be notarized.
An Offer from an individual shareholder signed by an authorized representative of the shareholder must be submitted to the Bank along with a power of attorney executed in accordance with the laws of the Russian Federation.
In order to exercise the right to submit an Offer concerning shares which are in joint shared ownership of several persons, it is necessary to indicate in the Offer that the shares are in joint shared ownership and have the Offer signed by all joint shared owners and/or person(s) duly authorized by the joint shared owner(s).
2.1.5. The information contained in the Offer must enable clear identification of a shareholder whose Shares are recorded in the Bank's shareholder register, while the details of shareholders whose shares are recorded with depositories must match shareholder details contained in the securities account statement submitted by the shareholder along with the Offer.
Changes in the registered person questionnaire in the shareholder register may be made by contacting the Bank at the address indicated in paragraph 2.1.2 hereof at the time of submitting the Offer or, prior to submitting the Offer, by contacting the Bank's registrar, AO "Nezavisimaya Registratorskaya Kompaniya" (registrar details are specified in paragraph 2.4. hereof). Customers of the Bank's Depository can make changes in the depositor's questionnaire at the following address: Depository Department, Room 334, 64A Malookhtinsky pr., 195112, St.Petersburg, Russian Federation, during regular business hours (10:00 a.m. to 4:00 p.m. Monday to Friday).
If the shareholder's rights to the Bank's shares are recorded in the securities account with the depository, the shareholder must submit the Offer along with a securities account statement certifying the shareholder's title to the Shares. The difference between the date of the statement and the date when the statement is submitted to the Bank shall not exceed 3 business days. The shareholders being customers of the Bank's Depository do not need to enclose the securities account statement.
Any shareholder's Offers executed not in accordance with the requirements described in paragraphs 2.1.1.-2.1.5. hereof or containing no details allowing to identify the shareholder will not be accepted by the Bank.
2.2. On February 24, 2016 (after 6:00 p.m.) the Bank shall review the Offers and Withdrawal Requests received and finalize the acquisition.
2.3. On February 25, 2016 the Bank will indicate the number of Shares acquired by the Bank from the shareholder in the Offer acceptance letter (hereinafter, "the Acceptance") served on the shareholder as specified by the shareholder in the Offer (for which purpose the Offer must contain accurate contact details enabling the Bank to promptly send the Acceptance to the Shareholder or contact the shareholder to settle any arising issues). The original Acceptances which have been sent by fax and/or e-mail shall be delivered to the shareholder in person or through the authorized representative, or sent by registered mail with delivery confirmation to the address specified by the shareholder in paragraph 3 of Section A of the Offer within 3 (three) business days from the date when the Bank has sent the Acceptance by fax and/or e-mail.
If the shareholder chooses personal attendance of the Bank's office at the address indicated in paragraph 2.1.2. hereof as the method for receiving the Acceptance, but fails to attend (send it representative to) the Bank's office by 4:00 p.m. on February 25, 2016, the Bank shall send the offer acceptance letter (the Acceptance) to the address indicated in paragraph 3 of Section A of the Offer.
The Bank shall also indicate in the Acceptance the reference and other details of the Bank to be indicated when submitting the documents required to make entries concerning transfer of title to the Shares in the Bank's shareholder register to the depository (if the rights to the Shares are recorded with the depository).
2.4. From February 26, 2016 through March 11, 2016 the shareholder shall file with the Bank's registrar, AO "Nezavisimaya Registratorskaya Kompaniya", or the depository (if the Shares are recorded in a securities account with the depository) its instructions for transferring the number of Shares indicated in the Bank's Acceptance to the Bank's treasury account, as well as other documents required to make entries concerning transfer of title to the Shares to the Bank (including a separate registered person questionnaire/depositor questionnaire), in such a way and within such period so as to ensure that the Shares are recorded in the Bank's treasury account in the register before the expiry of the period for transferring the Shares acquired by the Bank (i.e. up to and including March 11, 2016), with due account for the time specified by the registrar's rules for keeping the register and the terms and conditions of depository services of the servicing depository and senior depositories for making entries in the customer accounts/depository accounts related to transfer of title to the Shares to the Bank.
If the shareholder's Shares are recorded in the register, the shareholder may submit its instructions for transferring the number of Shares indicated in the Acceptance to the Bank's treasury account, as well as the registered person questionnaire to the following addresses:
- to the Bank's Offer acceptance address: Share Capital Department, Room 333, 64A Malookhtinsky pr., 195112, St.Petersburg, Russian Federation;
- to the Bank's registrar, AO "Nezavisimaya Registratorskaya Kompaniya" ( at the following addresses:
St.Petersburg Branch
6 Belovodsky per., 194044, St. Petersburg (Vyborgskaya Metro Station), tel. +7 (812) 401-63-10 tel.: +7 (812) 401-63-12
AeroAvkar Branch
Room 1001-1, 212 lit. A Moskovsky pr., 196066, St. Petersburg (Moskovskaya Metro Station)
tel.: +7 (812) 371-98-68
Head Office
8 Ul. Ivana Franko, 121108, Moscow Kutuzoff Tower Office Centre (Kuntsevskaya Metro Station)
tel.: +7 (495) 926-81-60.
Customers of the Bank's Depository may submit the documents required for transfer of the Shares to the Bank's treasury account at the following address: Depository Department, Room 334, 64A Malookhtinsky pr., 195112, St.Petersburg, during regular business hours (10:00 a.m. to 4:00 p.m. Monday to Friday), tel. +7 (812) 329-50-00, ext. 5201.
2.5. The Bank shall make payment for the shares after the shareholder transfers the Shares to the Bank's treasury account.
If the Shares for which an Offer concerning their sale to the Bank was submitted to the Bank by the shareholder and accepted by the Bank in accordance with the procedure stipulated herein are not credited to the Bank's treasury account by March 11, 2016 (including such date), the shareholder shall be deemed to have refused to transfer the Shares under the relevant Share sale and purchase agreement, the Bank shall be entitled to unilaterally repudiate the Share sale and purchase agreement by serving a notice on the shareholder sent by registered mail with delivery confirmation to the address specified in paragraph 3 of Section A of the Offer, and the Share sale and purchase agreement shall be deemed terminated as of the date when the shareholder receives the said notice.
2.6. Any costs associated with entries made in the register of holders of the Bank's securities concerning the transfer of title to the Shares shall be borne by the shareholder.
The shareholder shall pay the fees charged by the Registrar and the depository/senior depositories (if the Shares are recorded in a securities account with the depository). Information concerning the Registrar's fees is available on the Bank's web site under Investor Relations/Shareholder Centre/Registrar (the Registrar charges a fee depending on the transaction price according to paragraph 1 of Schedule of Rates No. 4).
Should you have any additional questions related to the acquisition of Shares by the Bank, please feel free to call as at + 7 (812) 329-50-22 from 9:30 a.m. to 7:00 p.m. Monday through Thursday and 9:30 a.m. to 5:30 p.m. on Fridays).
Please note that the sale of Shares in accordance with this Notice is a right, but not an obligation, of the shareholders.
Chairman of the Management Board
PJSC "Bank "Saint-Petersburg" Vladislav S. Guz