Company Announcements

Sberbank and Mail.ru Group to create a strategic partnership focusing on major Russian consumer markets - transportation and food

·    The companies are creating a joint O2O platform based on Delivery Club and Citymobil, which may be valued at more than RUB 100 bln

·    The joint venture (JV) will operate in markets worth more than RUB 1 tln combined over the next three years

·    The combination of services will allow a leading 'last mile' delivery player to be created that has deep synergies with the ecosystems of Sberbank and Mail.ru Group

25 July 2019, Moscow - Sberbank and Mail.ru Group (MAIL.LI) plan to create a leading Russian O2O (online-to-offline) services platform focused on the key areas of food and transportation. The joint venture (JV) will operate in Russia's two largest digital consumer markets that are expected to have a combined value of more than RUB 1 tln over the next three years with an anticipated CAGR of more than 30%. The partners will hold equal 50/50 stakes in the JV.

The partnership will allow the financial and technological resources of Sberbank and Mail.ru Group to be combined and will create an optimal environment for the development of O2O consumer services. The services offered by the platform will be integrated into the ecosystems of Sberbank and Mail.ru Group, and compliment the existing range of high-quality services that meet consumers' everyday needs.

The parties have signed a letter of intent on the creation of the JV. The legally binding agreement is planned to be signed in autumn 2019, after approval is received from corporate governance bodies, anti-monopoly authorities and other regulators.

The strategic partnership will:

·    Build a leading O2O platform around Russia's two largest digital consumer markets: food and transportation, which currently account for more than half of household spending. These are fast-growing and high-frequency consumer segments with high potential profitability.

·    Broaden the geographic reach of Delivery Club.

·    Accelerate the regional expansion of Citymobil and strengthen its position in the Moscow market.

·    Increase efficiency, quality of customer service, boost the capacity and speed of order processing, and strengthen the technological foundation, including through the artificial intelligence capabilities employed by the services.

·    Create a market leading business with the potential for an IPO in the next few years.

Deal structure:

·    Sberbank and Mail.ru Group plan to invest up to RUB 64 bln in the JV on the condition that key performance indicators are achieved over the 12-month period following the closing of the transaction. .

·    Mail.ru Group will contribute to the new company its stakes in Delivery Club (100%) and Citymobil (22.69%), the related minority investment and options it holds in other firms from these industries, as well as RUB 7.7 bln. An additional investment of up to RUB 5.1 bln may be added to the capital of the JV depending on the achievement of a number of KPIs by contributed assets over the 12-month period following the closing of the transaction.

·    Prior to deal closing, Mail.ru Group will ensure that a stake of no less than 75% in Citymobil is accumulated by the JV.

·    Sberbank will contribute its share in Foodplex (35%) and approximately RUB 38 bln in cash to the JV. Sberbank's overall contribution may increase by an additional RUB 13 bln if Delivery Club and Citymobil achieve a number of KPIs over the next 12 months.

·    This means that the JV will receive RUB 45.5 bln at the conclusion of the deal, and an additional investment of up to RUB 18 bln over the following 12-month period after closing if KPIs are achieved. If these KPIs are achieved, the post money valuation of the JV will exceed RUB 100 bln.

·    All financing will be invested in the JV in the form of cash-in and used to drive organic development, consolidate assets and fund potential transactions in the foodtech and mobility segments that are complementary to the existing O2O businesses.

·    In the future, the parties will consider the possibility of bringing in additional investors to facilitate the further development of the platform.

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

"Investing in this O2O platform is an important step in building Sberbank's ecosystem. We are entering the largest and most dynamic markets in Russia to offer our clients a brand new model for consuming services and to establish a leading national last mile delivery player. Our future JV consists of fast-growing companies that have impressive potential and strong management, and are backed by the expertise of two of the country's largest ecosystems and unprecedented client coverage."

Boris Dobrodeev, CEO of Mail.ru Group:

"Mail.ru Group will offer unparalleled opportunities for Russian users, partner restaurants, taxi fleets and drivers. Thanks to this, we will rapidly take Delivery Club and Citymobil to an entire new level. This is a key step in building a business that will have a significant impact on Russia's digital economy. Consumer habits are changing quickly, and together with Sberbank we want to lead this transformation. The Russian online food delivery and taxi services markets have considerable growth potential. We are delighted to develop these markets and use their long-term potential together with our partner. As one of Russia's leading ecosystems, Sberbank adds significant value to the assets included in the deal."

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Sberbank

Yulia Emm

Press Office  

Tel. +7 495 957-57-21

media@sberbank.ru

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 more than 145 million customers in 22 countries. Sberbank has the largest distribution network in Russia with almost 15,000 branches, and its international operations include UK, US, CIS, Central and Eastern Europe, India, China, Turkey and other countries.

The Bank holds the general banking licence No. 1481 issued by the Bank of Russia. Official websites of the Bank: www.sberbank.com (Sberbank Group website), www.sberbank.ru.

Mail.ru Group

Investors

Tatiana Volochkovich

Phone: +7 495 725 6357 extension: 3434

Mobile: +7 905 594 6604

E-mail: t.volochkovich@corp.mail.ru

Press

Sergei Luchin

Mobile: +7 (925) 347-83-81  

E-mail: s.luchin@corp.mail.ru

Mail.ru Group (MAIL.LI, listed since November 5, 2010) is the largest internet business in Russia in terms of total daily audience (Mediascope Web Index Desktop+Mobile, Russia, population aged 12-64 in the cities 100,000+, April 2019).

Mail.ru Group is developing the leading domestic internet communications and entertainment platform. The company owns Russia's two largest Russian language social networks, VKontakte (VK) and Odnoklassniki (OK), leading email service, one of Russia's largest internet portals (Mail.ru), and three instant messaging services. Mail.ru Group's gaming portfolio under MY.GAMES brand includes Russia's largest MMO games and global mobile games. In 2019, MRG Tech Lab was launched with a primary focus on technology and innovation development.