For the attention of Mr Marius Kohl Administration des Contributions Directes Bureau d'lmposition - Societes V l 18, rue du Fort Wedell L-2982 LUXEMBOURG PricewaterhouseCoopers Socicte a responsabilite limitee Rcviscur d 'cnlrcprises 400, route d'Esch B.P. 1443 L.- 1014 Luxembourg Telephone + 352 494848-1 facsimile; 352 494848-2900 www .pwc.conillu info@lu.pwc.com 16 July 2008 References: EDB/IAMH/Q23080 l 2M-AEJE SB Capital S.A. Addendum to the Advance Tax Agreement of 10 May 2006 Dear Mr Kohl, We refer to our letter dated 10 May 2006 (our reference: Q2306021M-GDDN), by which we requested to confirm the tax treatment applicable to the issue of the Notes under the USD 10 billion Programme established on 12 May 2006, as well as to our letter dated 30 November 2006 (our reference: Q2306054M-GDDN). A Issue of a 3rd Series of Notes under the Programme We would like to notify you that Sberbank contemplates obtaining additional financing means from the capital market. In this respect, SB Capital S.A. has issued on 2 July 2008 a new series of Notes (the "3rd Series of Notes") under the USD 10 billion Programme established on 12 May 2006. This 3nd Series of Notes amount to USD 500,000,000 and the interest rate is 6.468 per cent. Further to this new issue, the principal amount of the financing reaches approximately USD 1.75 billion. The proceeds of the issue of this 3rd Series of Notes are used for the sole purpose of providing loans to Sberbank. The 3rd Series of Notes and the respective loans have the same maturity date and will be denominated in the same currency (i.e. USD). 8 Luxembourg tax treatment From an accounting point of view, no margin will be reflected in the commercial accounts of SB Capital S.A. Any administrative fees, tax and other charges will be on-charged. Similarly, any premium or discount on any issue of Notes under the Programme will be reimbursed or recharged to Sberbank. ltC.S. Luxembourg 0 65 477 · TV A LU I 7564447 For tax purposes, however, SB Capital S.A. will recognize a minimum taxable margin, which will be considered as being at rum's length, provided that the margin realised amounts to at least 0.03125 % based on the total amount of the principal. Regarding the remaining part of the tax treatment, we refer to our letter (reference: EBD/AEJE/ECCI/JNLE/Q2306021M-GDDN) dated 10 May 2006. Taking into account the importance of the above for our client, could you please provide us with written approval of the above tax treatment and/or remarks on the completed structure. We remain at your entire disposal should you require any further information. We thank you in advance for the attention you will pay to our request. Yours sincerely, ~:_J--+---','\.. Etienne Boulard Partner ) ~ Alexandre Jaumotte Partner Enclosures: Enclosure 1: A copy of the Advance Tax A!:,rreement dated 10 May 2006 (Reference: EBD/AEJE/ECCI/JNLE/Q230602 l M-GDDN) Enclosure 2: A copy of the addendum to the Advance Tax Agreement of 10 May 2006 dated 30 November 2006. (Reference: EBD/GDDN/VTMS/Q2306054M-GDDN) For appr val Le prepose tlu buretlu d'i position Societes 6 Marius oh/ Luxembourg, le ' 1 6 JUIL. 2008 771is lax agreement is based on the f acts as presented to Pricl 1aterhouseCoopers Sari as al !he date /he advice was given. 711e I agreement is depe11denl on specific/acts and circwnstances and m not be appropriale lo any party other lhan the one/or which ii war prepared. 711is tax agreeme11t war prepared with only the imerest\ of SB Capital S.A. in mind. a11d was not planned or carried 0111 in conlemp/ation of any use by a11y other party. PricewaterhouseCo nrs Sari, its parmers. employees and or age11ts, neither owe nor accept a11y duty of care or any responsibility to any other party, wh tiler In contract or In tori (i11c/uding witho11t limilation, 11eg/igence or breach ofstatuto1y duty) however arising. and shall not be liable 1 respect ofany loss. damage or expense of whatever 11at11re which is caused lo any 01her party. (2) PricewaterhouscCoopcrs Soclete ii re:sponsabllltt llmltee For the attention of Mr Marius Kohl Administration des Contributions Dircctcs Bureau Societes VI 18, rue du Fort Wedell L - 2982 Luxembourg Rcviscur d'cntrcprise:s 400, route d'Esch B.P. 1443 L-1014 Luxembourg Telephone+352 494848-1 Facsimile+352 494848-2900 10 May 2006 References: EBD/AEJB/ECCl/JNLE/Q2306021M-GDDN SB Capital S.A. Dear Mr Kohl, In the context of obtaining financing by Sberbank, we would like to submit our analysis of the following transactions and obtain your agreement on the situation described below. 1. Background Sberbank, established in 1841 (operating in its present joint-stock company form in 1991 ), is the leader of the Russian bankjng industry, accounting for over a quarter of national banking assets. According to The Banker magazine, a leading banking industry publication, Sberbank is also the largest bank in Central and Eastern Europe (including Russia) in terms of Tier 1 capital and assets. Sberbank plays a significant role in Russia's financial system and economy. It is the largest lender in Russia and the largest taker of deposits. Sberbank's principal activities include deposit taking, payment, account and settlement services, lending, tradfag and investing in securities on its own and clients' behalf, conducting foreign exchange and foreign trade transactions, cash handling services, operations with precious metals and coins, depositary services and other ancillary services for retail and corporate clients. For the year ended 31 December 2005, it generated operating profit of RUR 202,0 billion and had a profit of RUR 65,8 bilJion. Sberbank seeks to obtain additional financing through obtaining loans from SB Capital S.A. (which is described in more detail below). SB Capital S.A. finances the loans through issuing debt securities in the international capital markets. R.C.S. Lu~embourg B 65 477 · TVA LUl7S64447 SB Capital S.A. domiciled at 2 boulevard Konrad Adenauer, 1115 Luxembourg, will perform financing and various ancillary activities in Luxembourg. Deutsche Bank Luxembourg S.A. will provide administration services, such as tax returns and financial reporting for SB Capital S.A.. SB Capital S.A.'s board of directors cun·ently consists in three directors resident in Luxembourg. On 12 May 2006, SB Capital S.A. will establish a USD 10 billion Programme for issuance of loan participation notes (the "Notes") for the purpose of financing loans to Sberbank (the "Programme"). On 15 May 2006, SB Capital S.A. will issue the first series of Notes. The first series of Notes will have a principal amount of USD 500,000,000 and the interest rate will be 6.48%. This series of Notes and the later series of Notes may be fully subscribed by both foreign and Luxembourg investors. 111e Programme will be listed on the London Stock Exchange. The proceeds of the issuance of each series of Notes will be used for the sole purpose of providing loans to Sberbank. In this respect, for each series of Notes and on the day of receipt of the Notes' proceeds, SB Capital S.A. will lend such proceeds to Sberbank pursuant a loan agreement (the "Loan Agreement" and each such loan, a "Loan"). The Notes and the respective Loans will have the same maturity date and will be denominated in the same currency, i.e. either in USD or in other currencies. It should be noted that the Notes will be issued by SB Capital S.A. to the public and not to Sberbank. Moreover, SB Capital S.A. will incur initial expenses in connection with the preparation and the execution of all the documents related to the establishment of the Programme and the issues of each series. The coverage of such expenses will be made through reimbursement arrangements with the arrangers of the Programme (Barclays Bank PLC and J.P. Morgan Securities Ltd.). Finally, the ongoing expenses incurred by SB Capital S.A. will be covered through separate arrangements. (2) {JRlcEWA1£RJ-JousF(roPERS I The Notes will not be guaranteed by Sberbank. The Notes will be constituted as provided 1 in the Principal Trust Deed concluded with the Trustee (J.P. Morgan Corporate Trustee Services Limited (the "Trustee")), a company incorporated under the laws of the State of New York (USA), acting as a Trustee for Noteholders. The Principal Trust Deed is governed by the English law. Each series of Notes will be limited recourse obligations of SB Capital S.A. will not have any obligation to the Noteholders other than the obligation to account to Noteholders for payments of principal, interest and other amounts, if any, received by it or for its account pursuant to the relevant Loan Agreement. The following diagram depicts the structure: SB Capital S.A. Loans (the Lender) Sberbank (the Borrower) Principal and Interest on the Loans Proceeds ofthe Notes Principal and Interest on the Notes Notcholders 3. Tax treatment 3.1. Tax residency For Luxembourg tax purposes and based on article I 59 of the Luxembourg Income Tax Law (hereafter "LITL"), SB Capital S.A. wm be treated as tax resident in Luxembourg by virtue of having its legal seat in Luxembourg under Luxembourg law, subject to the application of the provisions of the double tax treaties concluded by Luxembourg with other countries. Under the terms of the double tax treaties signed by Luxembourg, a company is treated as a resident of a contracting state, provided that it is subject to tax in that contracting state due to its domicile, residence, scat of effective management or other similar criteria. These double tax treaties generally state that if a person other than an individual is a resident of both Contracting States, then it shall be deemed to be a resident of the State in which its 1 As supplemented and amended by the relevant Supplemental Trust Deed between SB Capital S.A and the Trustee (as trustee and successors for loan participation notes holders) for each series of Notes. (3) f'R/cEWA1fRJ-1ousE(roPERS I place of effective management is situated. Since the company has its effective management seat in Luxembourg, it will be treated in any case as a resident of Luxembourg for the purposes of the double tax treaties signed by Luxembourg. A tax residency certificate may therefore be obtained from the Luxembourg tax authorities upon request 3.2. Taxable Spread The financing operation will be effected through the issuance by SB Capital S.A. of Notes and through Loans granted by SB Capital S.A. to Sberbank using the proceeds from the Notes. For the purpose of the determination of the taxable spread, the total amount of series of Notes must be considered, and not each series of Notes taken individually. In this respect, following the issuance of all Notes, the global amount of all Notes issued should, at current exchange rates, exceed BUR 1,25 billion before end of 2006, as it is currently expected that up to USD 3,5 billion of Notes may be issued before the end of2006. From an accounting point of view, no margin will be reflected in the commercial accounts of SB Capital S.A. Any administrative fees, tax and other charges will be on-charged. Similarly, any premium or discount on any issue of Notes under the Programme will be reimbursed or recharged to Sberbank. For tax purposes, however, SB Capital S.A. will recognize a minimum taxable margin, which will be considered as being at arm's length, provided that the margin realised amounts to at least 0.03125 % based on the total amount of the principal. Finally, expenses incurred by SB Capital S.A. into the scope of the financing, i.e. the initial expenses incun-ed by SB Capital S.A. in connection with the preparation and the execution of all documents related to the Notes (hereafter the "Expenses"), are deductible according to standard tax rules. However, the minimum taxable spread is to be understood as a net remuneration. Hence, the Expenses cannot reduce the minimum taxable basis. This implies that the Expenses will be directly recharged to and reimbursed by Sberbank or any other group companies. This still holds true for ongoing expenses (i.e. indirect expenses, overhead expenses or operating expenses of the company as a whole such as supervisory, general and administrative expenses, taxes), as long as the company does not run another activity. (4) 3.3. Withholding tax Provided that interest rate on Notes is at arm's length, no interest would be requalified as hidden dividend distribution (as defined by article 164 LITL). Finally, under the current 2 tax law, subject, however, to the exceptions below, no Luxembourg withholding tax would be levied on interest paid by SB Capital S.A. to the Noteholders. 3.4. Net wealth tax SB Capital S.A. wil1 be subject to a yearly net wealth tax at a rate of 0.5%. The basis for this tax is the net operating assets on the 1 January of a given year, which will be reflected by the unitary value of the company as determined in accordance with the Property and Securities Act. For net wealth tax purposes, since debt and receivable of SB Capital S.A. wm match in value and in currency (USD), the receivable will be fully offset by the debt and will not result in any net wealth tax basis. 3.5. Forex The debts and receivables, which are denominated in USD, will be translated in Euro at year-end rate in the fiscal balance sheet. Therefore, since both debt and receivable will match in value and in currency (USD), no fiscal exchange gain or loss will arise. 3.6. Debt/equity ratio Thin capitalisation rules apply only to the acquisition of participations. Therefore, no debt/equity ratio will apply in this financing transaction. 3.7. Capital gains Capital gains realised by shareholders upon disposal of the shares held in SB Capital S.A. could be taxed in Luxembourg by application of the article 156, 8 LITL, except if a double tax treaty could be applied. 3.8. Liquidation At the time of liquidation of SB Capital S.A., no tax will be withheld on the liquidation proceeds according to articles 97, (3) d LITL and 101 LITL. 2 These exceptions arc the following: (i) Application of the Luxembourg Jaw of21 June 2005 implementing the European Union Savings Directive; (ii) Application of the 10.0% withholding tax in full discharge of income tax on interest under the Notes paid to Luxembourg resident individuals through a paying agent located in Luxembourg. (5) Taking into account the importance of the above for our client, could you please provide us with your written approval of the above tax treatment and/or your remarks on the contemplated structure. W c remain at your entire disposal should you require any further information. We thank you in advance for the attention you will pay to our request. Yours sincerely, d f< ,--+--{ Etienne Boulard Partner · Alexandre Jaumotte Director Le pl'epos du bureau d'impositi n Soctetes 6 Man is Kohl Luxembou , JO M ay 1006 This tax agreement was prepared for SB Capitals.A. a d is confidential in nature. This tax agreement is based on the facts as presented to iis as at the date of this letter. This tax agreement should not be distributed or otherwise made available, or relied upon by any ther party for any other purpose without tire express written authorisation of Pl'icewaterhouseCoopers Sa~. This letter was prepared with only SB Capital S.A. ~ interests in mind and our work was not planned or ckrried out in contemplation ofany use whatsoever by any other party. PricewaterhouseCoopers Sari, its partners, employees and/or agents neither owe nor accept. any duty of care or responsibility to any other party, whether In contract or in tort (including without limitation, negligence and breach of statutory duty) or however arising, and shall not be liable in respect of any loss, damage or expense ofwhatever nature which is caused to any other party. (6) fJRJcEWAIERHousE(ooPERS I PricewaterhouseCoopers Societe a responsabilite limitee Mr Marius Kohl Administration des Contributions Directes Bureau d'lmposition - Societes VI 18, rue du Fort Wedell L-2982 LUXEMBOURG Revlseur d'cnlreprises 400, route d'Esch B.P. 1443 L-1014 Luxembourg Telephone+352 494848-1 Facsimile+ 352 494848-2900 30 November 2006 References: EDB/G[)DNNTMS/Q2306054M-GDDN SB Capital S.A. Dear Mr Kohl, We refer to our letter dated 10 May 2006 (reference: Q2306021 M-GDDN), by which we requested to confirm the tax treatment applicable to the issue of the Notes under the USO 10 billion Programme dated 12 May 2006. 1. Issue of a 2nd Series of Notes under the Programme We inform you that Sberbank has sought obtaining additional financing means from the capital market. In this respect, SB Capital S.A. has issued on 14 November 2006 a new series of Notes (the "2nd Series of Notes") under the USD 10 billion Programme dated 12 May 2006. This 21)(1 Series of Notes amounts to USD 750,000,000 and the interest rate is 5.93%. Further to this new issue, the principal amount of the financing reaches approximately USD 1.25 billion. The proceeds of the issue of this 2°d Series of Notes have been used for the sole purpose of p roviding loans to Sberbank. The 2°d Series of Notes and the respective loans have the same maturity date and will be denominated in the same currency (i.e. USO). 2. Luxembourg tax treatment From an accounting point of view, no margin will be reflected in the commercial accounts of SB Capital S.A. Any administrative fees, tax and other charges will be on-charged. Similarly, any premjurn or discount on any issue of Notes under the Programme will be reimbursed or recharged to Sberbank. R.C.:.S. Luxembourg B 65 477 ·TVA LUl7Sb4447 For tax purposes, however, SB Capital S.A. will recognize a mm1mum taxable margin, which will be considered as being at ann's length, provided that the margin realised amounts to at least 0.03125 % based on the total amount of the principal. Regarding the remaining part of the tax treatment, we refer to our letter (reference: EBO/AEJE/ECCI/JNLE/Q230602 l M-GDDN) dated I 0 May 2006. Taking into account the importance of the above for our client, could you please provide us with written approval of the above tax treatment and/or remarks on the completed structure. We remain at your entire disposal should you require any further information. We thank you in advance for the attention you will pay to our request. Yours sincerely, ~- Q. Etienne Boulard Partner Alexandre Jaumotte Director For Approval ' Lepriposi d'imposition ocietis VI Mariu Kohl Luxembourg, ............ . t 8 JUIL. 2007 7hls tax agreement was prepared for SB Capital S.A.(Luxembou ("our client") and Is conflde111/al in nature. This uu agreement is based on the facts as presented to us as at the date of this letter.\ This tax agreement s/1ould not be distributed or otherwlre made available, or relied upon by any other party for any other purpose wftJ1out the expre.i.r wri1te11 autho1isalio11 ofPricewaterhouseCoopers Scirl. This leuer was prepared with only our client's interests in mindpnd our work was not planned or carried out in contemplation of any use whatsoever by any other parry. PriccwaterhouseCoopers Sarl:'.its partners. employees and/or agents neither owe nor accept any duty of care or resporuibility to any other party, whether in contract ·~, in tort (Including wit/rout limitation. negligence and breach of statutory duly) or however ariring. and shall not be liable in respect o/lany loss. damage or cxperue of wha1ever nature which is caused to any other parry. ' \ (2)