JUDGMENT OF THE GENERAL COURT (Seventh Chamber)
26 November 2025 (*)
( Economic and monetary union – Banking union – Single resolution mechanism for credit institutions and certain investment firms (SRM) – Resolution procedure applicable where an entity is failing or is likely to fail – Adoption by the SRB of a resolution scheme in respect of Sberbank banka – Action for annulment – Interest in bringing proceedings – Admissibility – Right to be heard – Effective judicial protection – Obligation to state reasons – Articles 18 and 20 of Regulation (EU) No 806/2014 )
In Case T‑523/22,
MeSoFa Vermögensverwaltungs AG, formerly Sber Vermögensverwaltungs AG, initially Sberbank Europe AG, established in Vienna (Austria), represented by M. Fellner and P. Blaschke, lawyers,
applicant,
v
European Commission, represented by D. Triantafyllou and P. Messina, acting as Agents,
and
Single Resolution Board (SRB), represented by H. Ehlers, L. Forestier and J. Rius Riu, acting as Agents, and by B. Meyring and S. Ianc, lawyers,
defendants,
supported by
European Parliament, represented by J. Etienne and M. Menegatti, acting as Agents,
by
Council of the European Union, represented by A. Westerhof Löfflerová, J. Haunold Dumeunier and J. Bauerschmidt, acting as Agents,
and by
European Central Bank (ECB), represented by A. Lefterov, G. Marafioti and E. Yoo, acting as Agents,
interveners,
THE GENERAL COURT (Seventh Chamber),
composed, at the time of the deliberations, of K. Kowalik-Bańczyk, President, E. Buttigieg (Rapporteur) and G. Hesse, Judges,
Registrar: P. Cullen, Administrator,
having regard to the written part of the procedure, in particular the decision of 6 January 2024 to stay the proceedings,
having regard to the measures of inquiry of 25 February and 8 April 2025 and the SRB’s replies of 10 March and 24 April 2025,
further to the hearing on 3 April 2025,
gives the following
Judgment
1        By its action under Article 263 TFEU, the applicant, MeSoFa Vermögensverwaltungs AG, formerly Sber Vermögensverwaltungs AG, initially Sberbank Europe AG, seeks the annulment, first, of Decision SRB/EES/2022/20 of the Single Resolution Board (SRB) of 1 March 2022 (‘Decision SRB/EES/2022/20’), relating to the adoption of a resolution scheme for Sberbank banka d.d. (‘the resolution scheme at issue’) and, second, of Commission Decision (EU) 2022/947 of 1 March 2022 endorsing the abovementioned resolution scheme (OJ 2022 L 164, p. 63).
Background to the dispute and events subsequent to the bringing of the action
2        Before its licence was withdrawn on 15 December 2022, the applicant was a credit institution established in Austria. It had subsidiaries established in Member States of the European Union and in third States, including Sberbank d.d. established in Croatia (‘Sberbank Croatia’), in which it held 100% of the shares, and Sberbank banka d.d. established in Slovenia (‘Sberbank Slovenia’), in which it held 99.9% of the shares, and together they formed a group (‘the Sberbank Europe group’). Sberbank Europe was wholly owned by Sberbank of Russia, a State-owned bank based in Russia.
3        Sberbank Europe and its Croatian and Slovenian subsidiaries were considered to be ‘significant’ institutions within the meaning of Article 7(2)(a) of Regulation (EU) No 806/2014 of the European Parliament and of the Council of 15 July 2014 establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund and amending Regulation (EU) No 1093/2010 (OJ 2014 L 225, p. 1), and were therefore within the direct remit of the European Central Bank (ECB) and the SRB so far as concerns prudential supervision and resolution, respectively.
4        Following the invasion of Ukraine by the Russian Federation on 24 February 2022 and the imposition of sanctions on the latter by the European Union and the United States of America, Sberbank Europe and its Croatian and Slovenian subsidiaries suffered from a deteriorating liquidity position on account, in particular, of a wave of significant withdrawals of the deposits which it held.
5        By email of 26 February 2022, received by its recipients on the morning of 27 February 2022, Sberbank Europe notified the ECB and the Finanzmarktaufsicht (Financial Market Authority, Austria) (‘the FMA’), with the SRB in copy, that due to substantial deposit outflows, which had adversely affected its liquidity reserves, it could reasonably be expected that it would likely be unable to pay its debts and liabilities as they fall due in the near future, given that no measures were available to improve the liquidity position or slow down deposit outflows.
6        By letter of 27 February 2022, Sberbank Slovenia informed the ECB and the Bank of Slovenia (in its capacity as the Slovenian National Resolution Authority (NRA)) that it could reasonably be expected that it would be unable to meet its debts and liabilities as they would fall due in the near future. In that letter, it also provided information on the measures it had adopted to stabilise the situation and mitigate the consequences of deposit outflows on its liquidity.
7        By email of 27 February 2022, Sberbank Europe sent the SRB the letter from Sberbank Slovenia dated 27 February 2022 to inform it of the latest developments in respect of that credit institution.
8        On 27 February 2022, in the afternoon, the ECB sent the SRB its assessment on whether Sberbank Slovenia was failing or likely to fail (‘FOLTF’). It found that Sberbank Slovenia was likely to be unable, in the near future, to pay its debts or other liabilities as they fell due and, therefore, reached the conclusion that that credit institution was FOLTF in accordance with Article 18(4)(c) of Regulation No 806/2014.
9        Also on 27 February 2022, the SRB finalised provisional valuation 1 of Sberbank Slovenia, which was intended to inform the determination of, inter alia, whether the conditions for resolution had been satisfied, in accordance with Article 20(5)(a) of Regulation No 806/2014. In that valuation, it agreed with the ECB’s assessment that Sberbank Europe was FOLTF.
10      Also on 27 February 2022, in the early evening, the SRB ordered the suspension of Sberbank Slovenia’s payment and delivery obligations in accordance with Article 33a of Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms and amending Council Directive 82/891/EEC, and Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/EU and 2013/36/EU, and Regulations (EU) No 1093/2010 and (EU) No 648/2012, of the European Parliament and of the Council (OJ 2014 L 173, p. 190) (‘the moratorium’) and instructed the Bank of Slovenia to implement that moratorium in accordance with national law.
11      On 28 February 2022, the Bank of Slovenia adopted the national implementing measure imposing the moratorium for the period from 00:01 on 28 February 2022 to 23:59 on 1 March 2022. On 28 February 2022 at 00:01, the SRB published on its website a notice of suspension in accordance with Article 33a(8) of Directive 2014/59.
12      On 28 February 2022, the Bank of Slovenia also started a competitive process for the sale of Sberbank Slovenia by contacting parties identified as potential purchasers. On the same day, it informed the SRB that it had received firm offers from the potential purchasers.
13      On 28 February 2022, the SRB finalised provisional valuation 2 of Sberbank Slovenia, which pursued the objective described in Article 20(5)(f) of Regulation No 806/2014, namely to inform the decision on the assets, rights, liabilities or instruments of ownership to be transferred and to inform its understanding of what constitutes commercial terms for the purposes of Article 24(2)(b) of that regulation.
14      On 1 March 2022, the SRB adopted Decision SRB/EES/2022/20.
15      In Decision SRB/EES/2022/20, the SRB concluded that the three conditions set out in the first subparagraph of Article 18(1) of Regulation No 806/2014 – which, if satisfied, would permit the adoption of a resolution scheme in respect of Sberbank Slovenia – had been satisfied. More specifically, it found, first, that that credit institution was FOLTF within the meaning of point (a) of the first subparagraph of Article 18(1) of that regulation, read in conjunction with Article 18(4)(c) of that regulation; second, that there was no reasonable prospect that alternative private sector measures or supervisory action would prevent the failure of the entity within a reasonable time
frame, within the meaning of point (b) of the first subparagraph of Article 18(1) of that regulation and; third, that a resolution action was necessary in the public interest, within the meaning of point (c) of the first subparagraph of Article 18(1) of the regulation in question, read in conjunction with Article 18(5) of that regulation.
16      Moreover, the SRB considered that the appropriate resolution tool to be applied to Sberbank Slovenia was the transfer of the shares in that credit institution to a third-party purchaser, in accordance with Article 24(1)(a) of Regulation No 806/2014. It decided that, following the competitive sales process organised by the Bank of Slovenia, that purchaser would be Nova Ljubljanska Banka d.d., a credit institution established in Slovenia. The purchase price of the shares in Sberbank Slovenia was set at EUR 5 108 504.32, in accordance with the offer submitted by Sberbank Slovenia.
17      Article 2 of Decision SRB/EES/2022/20 provides that Sberbank Slovenia is to be placed under resolution.
18      Articles 3 and 4 of Decision SRB/EES/2022/20 provide that the resolution instrument to be applied is the transfer of the shares in Sberbank Slovenia to Nova Ljubljanska Banka for the price of EUR 5 108 504.32.
19      Article 7(1) of Decision SRB/EES/2022/20 provides that that decision was addressed to the Bank of Slovenia, whereas Article 7(2) states that that NRA was instructed to take the necessary action to implement that decision in accordance with national law.
20      On 1 March 2022, the SRB also adopted, first, Decision SRB/EES/2022/19, by which it decided not to adopt a resolution scheme in respect of Sberbank Europe (‘the non-resolution decision’), on the basis that the public interest condition had not been satisfied and, second, Decision SRB/EES/2022/21, concerning the adoption of a resolution scheme in respect of Sberbank Croatia, which provided for the transfer of the shares issued by Sberbank Croatia to a third-party purchaser (‘Decision SRB/EES/2022/21’).
21      On 1 March 2022, by Decision 2022/947, the European Commission also endorsed the resolution scheme at issue in accordance with the second subparagraph of Article 18(7) of Regulation No 806/2014. That decision was addressed to the SRB.
22      Also on 1 March 2022, the SRB published a press release and a summary of Decision SRB/EES/2022/20 on its website.
23      On 10 June 2022, the SRB, after consulting the parties concerned, published a non-confidential version of Decision SRB/EES/2022/20 on its website.
24      On 15 June 2022, a table summarising Decision SRB/EES/2022/20 was published in the Official Journal of the European Union (OJ 2022 C 231, p. 18).
25      On 15 December 2022, Sberbank Europe’s licence as a credit institution lapsed.
26      On 21 December 2023, the SRB published on its website a new non-confidential version of Decision SRB/EES/2022/20, containing fewer redactions than the version published on 10 June 2022.
Forms of order sought
27      The applicant claims that the Court should:
–        annul Decision SRB/EES/2022/20 and Decision 2022/947;
–        order the Commission and the SRB to pay the costs.
28      The Commission contends that the Court should:
–        dismiss the action as unfounded;
–        order the applicant to pay the costs.
29      The SRB contends that the Court should:
–        dismiss the action as inadmissible and, in the alternative, as unfounded;
–        order the applicant to pay the costs.
30      The Parliament, the Council and the ECB submit that the Court should:
–        dismiss the action;
–        order the applicant to pay the costs.
Law
Admissibility of the action
31      The SRB raises a plea of inadmissibility alleging that the applicant has no interest in bringing proceedings. It submits that the applicant does not explain – and that it is not clear from the application – how the annulment of Decision SRB/EES/2022/20 may procure it an advantage or change its situation.
32      The applicant challenges the plea of inadmissibility raised by the SRB.
33      Before addressing the plea of inadmissibility raised by the SRB, it should be noted, as a preliminary point, that, by the present action, the applicant seeks the annulment of both Decision SRB/EES/2022/20 and Decision 2022/947.
34      In that regard, the Court of Justice has held that a resolution scheme adopted by the SRB does not constitute a challengeable act for the purposes of the fourth paragraph of Article 263 TFEU, with the result that that action is inadmissible in so far as it relates to that scheme. Nevertheless, the decision by which the Commission endorses that scheme displays, for its part, the features of an act against which an action for annulment may be brought under the fourth paragraph of Article 263 TFEU (see, to that effect, judgments of 18 June 2024, Commission v SRB, C‑551/22 P, EU:C:2024:520, paragraphs 102 and 103; of 4 October 2024, Aeris Invest v Commission and SRB, C‑535/22 P, EU:C:2024:819, paragraph 89; and of 4 October 2024, García Fernández and Others v Commission and SRB, C‑541/22 P, EU:C:2024:820, paragraph 97).
35      That said, the Court of Justice has stated that, in an action for annulment brought against a Commission decision endorsing a resolution scheme, it is open to the natural or legal persons concerned to plead the illegality of the scheme approved by that institution, thereby giving it binding legal effect, which is such as to guarantee them sufficient judicial protection. Furthermore, by that approval, the Commission is deemed to agree with the information and grounds contained in the resolution scheme in question, with the result that it must, if necessary, answer to the EU judicature (see judgment of 18 June 2024, Commission v SRB, C‑551/22 P, EU:C:2024:520, paragraph 96 and the case-law cited; judgments of 4 October 2024, Aeris Invest v Commission and SRB, C‑535/22 P, EU:C:2024:819, paragraph 90, and of 4 October 2024, García Fernández and Others v Commission and SRB, C‑541/22 P, EU:C:2024:820, paragraph 98).
36      It is against that background that it is appropriate to examine the pleas challenging the legality of Decision SRB/EES/2022/20 and, more generally, the parties’ arguments (see, to that effect, judgments of 4 October 2024, Aeris Invest v Commission and SRB, C‑535/22 P, EU:C:2024:819, paragraph 91, and of 4 October 2024, García Fernández and Others v Commission and SRB, C‑541/22 P, EU:C:2024:820, paragraph 99).
37      As regards the plea of inadmissibility raised by the SRB, it must be noted that, according to the Court of Justice’s settled case-law, an action for annulment brought by a natural or legal person is admissible only in so far as that person has an interest in having the contested act annulled. Such an interest requires that the annulment of that act must be capable, in itself, of having legal consequences and that the action may therefore, through its outcome, procure an advantage to the party that brought it (see judgment of 17 September 2015, Mory and Others v Commission, C‑33/14 P, EU:C:2015:609, paragraph 55 and the case-law cited).
38      An applicant’s interest in bringing proceedings must be vested and current and may not concern a future and hypothetical situation (see judgment of 17 September 2015, Mory and Others v Commission, C‑33/14 P, EU:C:2015:609, paragraph 56 and the case-law cited).
39      The interest in bringing proceedings must, in the light of the purpose of the action, exist at the stage of lodging the action, failing which the action will be inadmissible and continue until the final decision, failing which there will be no need to adjudicate (see judgment of 17 September 2015, Mory and Others v Commission, C‑33/14 P, EU:C:2015:609, paragraph 57 and the case-law cited).
40      The interest in bringing proceedings is an essential and fundamental prerequisite for any legal proceedings (see judgment of 17 September 2015, Mory and Others v Commission, C‑33/14 P, EU:C:2015:609, paragraph 58 and the case-law cited).
41      It is for the applicant to prove that it has an interest in bringing proceedings, which means that it must justify in a relevant manner its interest in the annulment of the contested act (see, to that effect, judgment of 20 December 2017, Binca Seafoods v Commission, C‑268/16 P, EU:C:2017:1001, paragraph 45 and the case-law cited).
42      In the present case, it should be noted that Decision SRB/EES/2022/20, approved by Decision 2022/947, provides for the transfer, in return for payment of a sum of money, of the shares held by the applicant in the capital of Sberbank Slovenia to a third-party credit institution. As a consequence of that transfer, the applicant loses its status as shareholder of Sberbank Slovenia and, therefore, loses the rights arising from that status such as, inter alia, the right to participate in the management of that credit institution and the right to receive dividends.
43      In the context of the present action, the applicant disputes, inter alia, the following aspects. In the first place, it challenges the SRB’s decision to adopt a resolution scheme covering only Sberbank Slovenia and Sberbank Croatia and not the Sberbank Europe group in its entirety (thus covering the applicant as well) (first plea). In the second place, it disputes the SRB’s choice of resolution tool in the present case, namely the transfer of shares, and submits that the SRB could choose a less burdensome resolution instrument for it (fifth plea). In the third place, it submits that the price of the share transfer was too low due to an inaccurate provisional valuation carried out by the SRB (sixth plea).
44      It is apparent from the considerations set out in paragraphs 42 and 43 above that Decision SRB/EES/2022/20, approved by Decision 2022/947, in so far as it entails the loss by the applicant of its shareholder rights in Sberbank Slovenia, adversely affects its legal and factual situation. It also follows that the present action is liable, if successful, to procure an advantage for the applicant, within the meaning of the case-law cited in paragraph 37 above. The possible annulment of Decision SRB/EES/2022/20, approved by Decision 2022/947, could lead to the adoption of a resolution scheme covering the whole of the Sberbank Europe group (thus including the applicant), or to the adoption of a resolution tool which does not involve the transfer of the applicant’s shares, or which does not result in a higher transfer price. It must therefore be held that the applicant’s interest in bringing proceedings has been established in the present case.
45      The finding in paragraph 44 above is not called into question by the SRB’s argument that the applicant did not intend to continue its business activities. It has not been shown that the continuation or otherwise of the applicant’s banking activities following the adoption of Decision SRB/EES/2022/20 and its approval by Decision 2022/947 has any bearing whatsoever on its rights as a shareholder of Sberbank Slovenia, which were affected by the adoption of those decisions.
46      In the light of the foregoing considerations, the plea of inadmissibility raised by the SRB must be rejected.
Substance
47      The applicant raises nine pleas in law in support of the action, alleging, first, that the SRB exceeded its powers; second, the infringement of essential procedural requirements; third, substantive defects and failure to state reasons for the analysis as to whether Sberbank Slovenia was FOLTF; fourth, infringement of point (b) of the first subparagraph of Article 18(1) of Regulation No 806/2014; fifth, infringement of the obligation to choose the least burdensome resolution tool; sixth, breach of the substantive and procedural rules governing the sale-of-business tool; seventh, infringement of the principle of proportionality and a manifest error of assessment concerning the existence of possible alternative solutions; eighth, infringement of Article 13(3) of that regulation and; ninth, an error of law and a failure to state reasons concerning the fact that Decision SRB/EES/2022/20 differs from the resolution plan for the Sberbank Europe group, adopted by the SRB on 3 May 2021 under Article 8 of that regulation (‘the resolution plan’).
48      It should be noted, however, that the complaint raised in the eighth plea is also raised in the second part of the sixth plea. Consequently, the eighth plea will be examined with the sixth plea.
49      Before examining the pleas, it should be noted that, after the examination provided for in Article 103(1) of the Rules of Procedure of the General Court has been carried out, the information redacted in the confidential versions of Sberbank Europe’s email of 26 February 2022 (see paragraph 5 above) and Sberbank Slovenia’s letter of 27 February 2022 (see paragraph 6 above), produced by the SRB in response to the orders of the General Court of 8 April 2025 and 25 February 2025, respectively, is not relevant in order for the Court to rule in the case, with the result that those confidential versions of the file should be removed.
The first plea, alleging that the SRB exceeded its powers
50      The applicant submits that Decisions SRB/EES/2022/20 and SRB/EES/2022/21 relating to the adoption of resolution schemes in respect of Sberbank Slovenia and Sberbank Croatia and the non-resolution decision are interlinked and form part of an overall decision concerning the Sberbank Europe group. It claims that the non-resolution decision led to the adoption of two resolution decisions concerning its Slovenian and Croatian subsidiaries and the adoption of those decisions resulted in the failure to adopt a resolution decision covering the group as a whole and, therefore, its unwinding. It submits that the SRB did not have the power to adopt the non-resolution decision and that that lack of power renders Decision SRB/EES/2022/20, contested in the present case, and Decision SRB/EES/2022/21, unlawful due to the links between the three abovementioned decisions. It refers in that regard to the arguments it set out in the case which gave rise to the judgment of 18 June 2025, MeSoFa v SRB (T‑450/22, not published, under appeal, EU:T:2025:608), in order to demonstrate that the SRB did not have the power to adopt the non-resolution decision.
51      The Commission submits that the first plea is ineffective in so far as it does not relate to Decision SRB/EES/2022/20, which is challenged in the present case.
52      The SRB argues, principally, that the first plea is inadmissible for lack of clarity, as it does not meet the requirements of Article 76(d) of the Rules of Procedure. In the alternative, it contends that the present plea is unfounded.
53      As a preliminary point, it should be noted that the line of argument summarised in paragraph 50 above is sufficiently clear, comprehensible and unequivocal. Moreover, the Commission and the SRB were in a position to respond meaningfully to the plea raised by the applicant and the Court is in a position to examine the substance of that plea. Accordingly, the plea of inadmissibility raised by the SRB is rejected.
54      The substance of the applicant’s line of argument is based on two premisses.
55      First, the applicant’s line of argument is based on the premiss that the SRB did not have the power to adopt the non-resolution decision. However, that argument was rejected by the Court in the judgment of 18 June 2025, MeSoFa v SRB (T‑450/22, not published, under appeal, EU:T:2025:608). In that judgment, the General Court rejected, in the first place, the applicant’s argument that the SRB did not have the power to take a formal decision not to adopt a resolution scheme in respect of a credit institution (judgment of 18 June 2025, MeSoFa v SRB, T‑450/22, not published, under appeal, EU:T:2025:608, paragraphs 40 and 45 to 51) and, in the second place, the applicant’s argument that the SRB had exercised unlawful powers in relation to its liquidation (judgment of 18 June 2025, MeSoFa v SRB, T‑450/22, not published, under appeal, EU:T:2025:608, paragraphs 41 and 52 to 56). It is thus apparent that the first premiss of the appellant’s line of argument is unfounded.
56      Second, the present line of argument is based on the premiss that the three SRB decisions of 1 March 2022 concerning the three entities of the Sberbank Europe group form part of an ‘overall decision’ the ultimate purpose of which is to unwind that group. According to the applicant, the adoption of Decisions SRB/EES/2022/20 and SRB/EES/2022/21, in respect of Sberbank Slovenia and Sberbank Croatia, respectively, presupposed the adoption of the non-resolution decision.
57      In that regard, it should be noted that the applicant, Sberbank Slovenia and Sberbank Croatia were separate legal entities, the applicant being the parent company and sole shareholder of two other entities. Those three entities were part of the Sberbank Europe group.
58      The ECB and the SRB examined each entity separately and the SRB, in the context of three separate decisions, assessed whether the conditions for resolution, laid down in the first subparagraph of Article 18(1) of Regulation No 806/2014, were satisfied for each of those entities. In those decisions, the SRB considered that the three entities were FOLTF within the meaning of point (a) of the first subparagraph of Article 18(1) of that regulation and that there were no alternative measures to prevent their failure within a reasonable time
frame, within the meaning of point (b) of the first subparagraph of Article 18(1) of that regulation. The situation of each of the three entities differed only with regard to the requirement of a public interest in resolution, as set out in point (c) of the first subparagraph of Article 18(1) of that regulation, in that the SRB considered that, as regards Sberbank Slovenia and Sberbank Croatia, a resolution action was in the public interest, whereas that was not the case as regards their parent company, namely the applicant. The SRB therefore adopted resolution schemes in respect of Sberbank Slovenia and Sberbank Croatia and the non-resolution decision.
59      It is not apparent from the content of Decisions SRB/EES/2022/20 and SRB/EES/2022/21 and the non-resolution decision that they formed part of an ‘overall decision’, as the applicant claims, or that the adoption of the decisions covering Sberbank Slovenia and Sberbank Croatia presupposed the adoption of the non-resolution decision, as it also claims. In each of those decisions, the SRB confined itself to examining the situation of the three entities separately and the conclusions it reached related only to the entity under examination. Moreover, the applicant brought three actions against each of the three abovementioned entities.
60      Furthermore, it is not apparent from the relevant regulatory framework that the SRB was obliged to adopt a resolution scheme covering the Sberbank Europe group, instead of adopting three separate decisions relating to each of the three entities referred to in paragraph 59 above.
61      It is true, however, that the fact that an entity belongs to a group and, in particular, that there is financial and operational interdependence between the members of the group, may be relevant in the examination of the three conditions laid down in the first subparagraph of Article 18(1) of Regulation No 806/2014, which must be taken into account by the ECB and the SRB. In the present case, it must be noted that, as is apparent from recital 60 of Decision SRB/EES/2022/20, the SRB took account of Sberbank Europe’s liquidity problem for the purposes of assessing whether Sberbank Slovenia was FOLTF.
62      In the light of the considerations set out in paragraphs 57 to 61 above, it is apparent that the second premiss of the present line of argument is also unfounded. In so far as that line of argument is based on incorrect premisses, the first plea must be rejected.
The second plea, alleging infringement of essential procedural requirements
63      The present plea can be divided into three parts corresponding to three separate complaints raised by the applicant. In the first place, the applicant complains that the SRB did not regard it as the addressee of Decision SRB/EES/2022/20, which is contrary to Article 18(9) of Regulation No 806/2014. In the second and third places, it alleges, respectively, infringement of the right to be heard and infringement of the obligation to state reasons.
–       The first part, alleging infringement of Article 18(9) of Regulation No 806/2014
64      The applicant submits that Decision SRB/EES/2022/20 infringes Article 18(9) of Regulation No 806/2014, in so far as that decision is addressed to the NRA and not to the applicant, even though it was the applicant which suffered an interference with its rights as a shareholder of Sberbank Slovenia and which should, therefore, be regarded as the substantive addressee of that decision.
65      The applicant submits that, if Article 18(9) of Regulation No 806/2014 were interpreted as meaning that the SRB was correct not to regard it as the addressee of Decision SRB/EES/2022/20, that provision would be contrary to Article 41(2) of the Charter of Fundamental Rights of the European Union (‘the Charter’), in so far as its application would eliminate the procedural rights enjoyed by the applicant pursuant to that latter provision. Consequently, it raises a plea of illegality against Article 18(9) of that regulation under Article 277 TFEU.
66      According to the applicant, the proper interpretation of Article 18(9) of Regulation No 806/2014 is that it merely provides for a resolution scheme to be addressed to the NRAs for implementation purposes, and does not relieve the SRB of its obligation to address the scheme to its substantive addressee as well, in the present case the applicant.
67      The applicant also claims that Decision SRB/EES/2022/20 is unlawful because it was not notified to it, even though it was the substantive addressee.
68      The other parties to the dispute contest the applicant’s arguments.
69      Under Article 18(9) of Regulation No 806/2014:
‘The [SRB] shall ensure that the necessary resolution action is taken to carry out the resolution scheme by the relevant [NRAs]. The resolution scheme shall be addressed to the relevant [NRAs] and shall instruct those authorities, which shall take all necessary measures to implement it in accordance with Article 29, by exercising resolution powers. …’
70      Article 18(9) of Regulation No 806/2014 thus provides, explicitly and unambiguously, that the resolution scheme at issue is to be addressed to the relevant NRAs and is to instruct those authorities, which are to take all necessary measures to implement it. The wording of that provision does not permit the inference that the shareholder of the entity covered by the resolution scheme must also be the addressee of that scheme.
71      Furthermore, a resolution action adopted by the SRB following the procedure provided for in Article 18 of Regulation No 806/2014 concerns the resolution of an entity and the entity under resolution must be regarded as the person in respect of whom an individual measure is adopted. Accordingly, the shareholders of the abovementioned entity are not addressees of that measure, which is not an individual measure taken against them (judgment of 1 June 2022, Aeris Invest v Commission and SRB, T‑628/17, EU:T:2022:315, paragraphs 229 and 230).
72      It is apparent from the considerations set out in paragraphs 70 and 71 above that the applicant’s argument that Article 18(9) of Regulation No 806/2014 had to be interpreted as meaning that it is the ‘substantive’ addressee of Decision SRB/EES/2022/20 cannot be accepted.
73      In the present case, Decision SRB/EES/2022/20 does state, in Article 7(1) thereof, that it is addressed to the Bank of Slovenia, which is the relevant NRA in the present case. It also states in Article 7(2) thereof that that NRA is instructed to take the necessary action to implement it in accordance with national law.
74      It is thus apparent that Decision SRB/EES/2022/20, in so far as it designates as its addressee the Bank of Slovenia and not the applicant, does not infringe Article 18(9) of Regulation No 806/2014.
75      As regards the plea of illegality against Article 18(9) of Regulation No 806/2014, in so far as the application of that provision, as interpreted in paragraphs 70 and 71 above, would eliminate the applicant’s procedural rights provided for in Article 41(2) of the Charter, it must be noted that the benefit of the rights provided for in the latter provision does not depend on whether or not the person concerned is the addressee of an EU measure. Article 41(2)(a) of the Charter provides for the right ‘of every person’ to be heard before any individual measure adversely affecting him or her is taken. Similarly, Article 41(2)(b) of the Charter enshrines the right ‘of every person’ to have access to his or her file, while respecting the legitimate interests of confidentiality and of professional and business secrecy. Furthermore, Article 41(2)(c) of the Charter lays down the obligation of the administration to give reasons for its decisions and the infringement of that obligation may be relied on before the Courts of the European Union by any person having standing to bring proceedings, within the meaning of the fourth paragraph of Article 263 TFEU, and not only by the addressee of the EU measure at issue. It is thus apparent that the benefit of the rights enshrined in Article 41(2) of the Charter is not linked to whether the person in question is the addressee of the EU measure at issue.
76      In so far as, as is apparent from the considerations set out in paragraph 75 above, the benefit of the procedural rights enshrined in Article 41(2) of the Charter does not depend on whether or not the person concerned is the addressee of an EU measure, it must be concluded that the applicant’s argument that Article 18(9) of Regulation No 806/2014 would infringe the abovementioned provision of the Charter if it were to be interpreted as providing that the relevant NRAs are the sole addressees of the resolution scheme is ineffective.
77      As regards the applicant’s complaint alleging failure to notify Decision SRB/EES/2022/20, it should be noted that, since that decision was not addressed to the applicant, the SRB was under no obligation to notify it, having regard to the third subparagraph of Article 297(2) TFEU. That provision sets out, inter alia, that decisions which specify to whom they are addressed must be notified to those to whom they are addressed and take effect upon such notification.
78      In the light of the foregoing considerations, the present part of the plea must be rejected.
–       The second part, alleging infringement of the right to be heard
79      The applicant submits that Decision SRB/EES/2022/20 and Decision 2022/947 are unlawful in so far as it did not enjoy the right to be heard at each stage prior to their adoption. In that regard, it submits that it was the sole shareholder of Sberbank Slovenia and that it should have been heard since Decision SRB/EES/2022/20 resulted in the expropriation of its shares. It claims that it was the best source of information concerning the situation of Sberbank Slovenia and that, for that reason too, it should be heard.
80      The Commission and the SRB dispute the applicant’s arguments.
81      It must be borne in mind that Article 41(2)(a) of the Charter provides that the right to good administration includes the right of every person to be heard, before any individual measure which would adversely affect him or her is taken.
82      The right to be heard guarantees every person the opportunity to make known his or her views effectively during an administrative procedure and before the adoption of any decision liable to affect his or her interests adversely. Next, it should be stated that the right to be heard pursues a dual objective: first, to enable the case to be examined and the facts to be established in as precise and correct a manner as possible and, second, to ensure that the person concerned is in fact protected. The right to be heard is intended, inter alia, to guarantee that any decision adversely affecting a person is adopted in full knowledge of the facts, and its purpose is to enable the competent authority to correct an error or to enable the person concerned to submit such information relating to his or her personal circumstances as will argue in favour of the adoption or non-adoption of the decision, or in favour of its having a specific content (see judgment of 4 June 2020, EEAS v De Loecker, C‑187/19 P, EU:C:2020:444, paragraphs 68 and 69 and the case-law cited).
83      It should be borne in mind that the Court of Justice has previously affirmed the importance of the right to be heard and its very broad scope in the EU legal order, considering that that right had to apply in all proceedings which are liable to culminate in an act adversely affecting a person. Observance of the right to be heard is required even where the applicable legislation does not expressly provide for such a procedural requirement (see judgments of 22 November 2012, M., C‑277/11, EU:C:2012:744, paragraphs 85 and 86 and the case-law cited; and of 18 June 2020, Commission v RQ, C‑831/18 P, EU:C:2020:481, paragraph 67 and the case-law cited).
84      In the present case, in the first place, it should be noted that Decision SRB/EES/2022/20, approved by Decision 2022/947, has as its purpose the resolution of Sberbank Slovenia, which must therefore be regarded as the person with regard to whom an individual measure is adopted and to whom the right to be heard is guaranteed by Article 41(2)(a) of the Charter (see, to that effect, judgment of 1 June 2022, Aeris Invest v Commission and SRB, T‑628/17, EU:T:2022:315, paragraph 496).
85      Thus, account must be taken of the fact that the applicant is not an addressee of Decision SRB/EES/2022/20, which is not an individual decision taken against it, nor is it an addressee of Decision 2022/947 approving that resolution scheme (see, to that effect, judgment of 1 June 2022, Aeris Invest v Commission and SRB, T‑628/17, EU:T:2022:315, paragraph 497).
86      However, it must be observed that, in accordance with Article 24(1)(a) of Regulation No 806/2014, the SRB exercised the power to transfer the shares held by the applicant in the capital of Sberbank Slovenia to a third-party credit institution.
87      Therefore, the procedure followed by the SRB to adopt Decision SRB/EES/2022/20, even though it does not constitute an individual procedure initiated against the applicant, may lead to the adoption of a measure liable to have an adverse effect on its interests in its capacity as shareholder of Sberbank Slovenia (see, to that effect and by analogy, judgment of 1 June 2022, Aeris Invest v Commission and SRB, T‑628/17, EU:T:2022:315, paragraph 499).
88      The case-law of the Court of Justice cited in paragraph 83 above adopted a broad interpretation of the right to be heard as being guaranteed to every person during the procedure which may result in a measure adversely affecting that person.
89      It follows from the considerations set out in paragraphs 84 to 88 above that the applicant, as a shareholder divested of its shares, is entitled to rely on infringement of the right to be heard in order to challenge the legality of Decision SRB/EES/2022/20 and Decision 2022/947.
90      In the second place, it should be noted that the resolution procedure governed by Article 18 of Regulation No 806/2014 and covering in the present case Sberbank Slovenia constitutes a complex administrative procedure the final result of which was reached by Decision 2022/947, by which the Commission approved the resolution scheme at issue (see, to that effect, judgment of 18 June 2024, Commission v SRB, C‑551/22 P, EU:C:2024:520,
paragraph 94). Having regard to the nature of that complex administrative procedure involving the ECB, the SRB and the Commission, neither Article 41 of the Charter nor the provisions of the abovementioned regulation require the applicant to be heard at each stage of the procedure by each of those three bodies separately.
91      In the third place, it should be noted that the applicant was not heard prior to the adoption of Decision SRB/EES/2022/20 and to the adoption of Decision 2022/947.
92      In that regard, it should be recalled that the exercise of the right to be heard may be subject to limitations under Article 52(1) of the Charter. That provision provides as follows:
‘Any limitation on the exercise of the rights and freedoms recognised by this Charter must be provided for by law and respect the essence of those rights and freedoms. Subject to the principle of proportionality, limitations may be made only if they are necessary and genuinely meet objectives of general interest recognised by the Union or the need to protect the rights and freedoms of others.’
93      According to the case-law, fundamental rights, such as observance of the rights of the defence, do not constitute unfettered prerogatives and may be restricted, provided that the restrictions in fact correspond to objectives of general interest pursued by the measure in question and that they do not constitute, with regard to the objectives pursued, a disproportionate and intolerable interference which infringes upon the very substance of the rights guaranteed (see judgments of 10 September 2013, G. and R., C‑383/13 PPU, EU:C:2013:533,
paragraph 33 and the case-law cited, and of 20 December 2017, Prequ’Italia, C‑276/16, EU:C:2017:1010, paragraph 50 and the case-law cited).
94      It follows that, in the present case, the failure to hear the applicant, in its capacity as shareholder of Sberbank Slovenia, prior to the adoption of Decision SRB/EES/2022/20 by the SRB and the adoption of Decision 2022/947 by the Commission, could be justified if the conditions for the application of Article 52(1) of the Charter have been satisfied.
95      In that regard, first, it should be noted that Regulation No 806/2014 does not contain any provision expressly providing for a hearing of the shareholders of the entity concerned in the context of the procedure referred to in Article 18 of that regulation (judgment of 1 June 2022, Aeris Invest v Commission and SRB, T‑628/17, EU:T:2022:315, paragraph 235). It may therefore be concluded that the limitation of the right to be heard in the present case is ‘provided for’ by law, within the meaning of Article 52(1) of the Charter.
96      Second, it should be noted that the SRB concluded, in recitals 116 and 117 of Decision SRB/EES/2022/20, that the adoption of a resolution action in respect of Sberbank Slovenia was necessary in the public interest, within the meaning of point (c) of the first subparagraph of Article 18(1) of Regulation No 806/2014, in so far as it was necessary to achieve the resolution objectives referred to in Article 14(2)(a) and (b) of that regulation, namely to ensure the continuity of a critical function exercised by Sberbank Slovenia and to avoid significant adverse effects on the financial stability of the Republic of Slovenia, in particular by preventing contagion effects and banking panic. Furthermore, in recital 125 of that decision, the SRB concluded that the application of the resolution tool chosen in the present case, namely the sale of Sberbank Slovenia’s business in the form of a transfer of its shares to a purchaser, was an appropriate, necessary and proportionate means of achieving the two abovementioned objectives.
97      The applicant does not challenge before the General Court the fact that a resolution action was, in the present case, necessary in the public interest, within the meaning of point (c) of the first subparagraph of Article 18(1) of Regulation No 806/2014, or the fact that the transfer of the shares in Sberbank Slovenia to a third-party purchaser was intended to achieve the two public interest objectives referred to in paragraph 96 above, namely to ensure the continuity of a critical function exercised by Sberbank Slovenia and to avoid significant adverse effects on the financial stability of the Republic of Slovenia.
98      Furthermore, according to the case-law, the objective of ensuring the stability of the financial markets is an objective of general interest, within the meaning of Article 52(1) of the Charter, which is capable of justifying a limitation on the right to be heard (judgment of 1 June 2022, Eleveté Invest Group and Others v Commission and SRB, T‑523/17, EU:T:2022:313, paragraph 454). Furthermore, the objective of ensuring the continuity of the critical functions of a credit institution also contributes to the general interest objective of protecting the stability of the financial markets (see, to that effect, judgment of 1 June 2022, Eleveté Invest Group and Others v Commission and SRB, T‑523/17, EU:T:2022:313, paragraph 457).
99      It is apparent from the considerations set out in paragraphs 96 to 98 above that, in the present case, the resolution action adopted in respect of Sberbank Slovenia did in fact meet an objective of general interest, within the meaning of Article 52(1) of the Charter, namely the objective of ensuring the stability of the financial markets, capable of justifying a limitation on the right to be heard (see, to that effect, judgment of 1 June 2022, Eleveté Invest Group and Others v Commission and SRB, T‑523/17, EU:T:2022:313, paragraph 465).
100    Third, the Courts of the European Union have already ruled that, in order to prevent – among other things – contagion risks and thus to be effective, a resolution action had to be adopted within a very short period of time, and that the urgency requiring immediate action by the competent authority justified a limitation of the right to be heard of the persons concerned (see, to that effect, judgment of 1 June 2022, Eleveté Invest Group and Others v Commission and SRB, T‑523/17, EU:T:2022:313, paragraphs 466 to 475).
101    Thus, in the present case, from the time when the ECB found that Sberbank Slovenia was FOLTF and the SRB considered that the conditions laid down in the first subparagraph of Article 18(1) of Regulation No 806/2014 were satisfied, Decision SRB/EES/2022/20 had to be adopted as soon as possible in the light of the rapid deterioration in Sberbank Slovenia’s liquidity position and the risk that that deterioration represented to the stability of the Slovenian financial system. The adoption of that decision and its approval by Decision 2022/947 in fact took place two days after the ECB had communicated to the SRB its final assessment of that situation.
102    The applicant does not deny that the resolution action in the present case had to be adopted within a short period of time. It submits, however, that the need for rapid action did not justify the fact that it was not heard, in so far as, as the sole shareholder of Sberbank Slovenia, it was easily identifiable by the SRB and available to be heard even on short notice.
103    In that regard, it should be noted that the prior hearing of the shareholders of the entity under resolution informing them of an imminent resolution action would have led to a risk of them adopting conduct on the market that could have exacerbated that entity’s financial situation. Such a hearing could thus have undermined the effectiveness of the planned resolution (see, to that effect, judgments of 1 June 2022, Eleveté Invest Group and Others v Commission and SRB, T‑523/17, EU:T:2022:313, paragraph 485, and of 1 June 2022, Aeris Invest v Commission and SRB, T‑628/17, EU:T:2022:315, paragraph 512).
104    It must be noted that the risk identified in paragraph 103 above exists irrespective of the number of shareholders who had to be heard prior to the adoption of the resolution action at issue. It follows that the applicant’s argument alleging that it was the sole shareholder of Sberbank Slovenia (see paragraph 102 above) cannot be upheld.
105    Having regard to the factors set out in paragraphs 100 to 104 above, it must be held that hearing the applicant before the adoption of Decision SRB/EES/2022/20 or the adoption of Decision 2022/947 would have undermined the effectiveness of the resolution action in the present case and the attainment of the public interest objective pursued by it (see, to that effect, judgments of 1 June 2022, Eleveté Invest Group and Others v Commission and SRB, T‑523/17, EU:T:2022:313, paragraph 487, and of 1 June 2022, Aeris Invest v Commission and SRB, T‑628/17, EU:T:2022:315, paragraph 513), with the result that the absence of a hearing was necessary in order to achieve that objective within the meaning of Article 52(1) of the Charter.
106    Fourth, it should be noted that the limitation, in the present case, of the applicant’s right to be heard does not undermine the essence of that right within the meaning of Article 52(1) of the Charter.
107    In that regard, it should be noted that, in the email of 26 February 2022 (see paragraph 5 above), and in particular in the first annex thereto, the applicant informed the ECB, the FMA and the SRB not only of the rapid deterioration of its liquidity reserves, but also of the rapid deterioration in the liquidity reserves of its subsidiaries, in particular Sberbank Slovenia, due to the substantial deposit outflows it was facing. In that email, the applicant also informed the addressees of that email that it was impossible for Sberbank of Russia to provide emergency financial support to its subsidiaries which are under the jurisdiction of States whose authorities have adopted sanctions against the Russian Federation.
108    Furthermore, the disclosure by the applicant to the SRB of Sberbank Slovenia’s letter of 27 February 2022, sent by email on the same day (see point 7 above), provided it with the opportunity to inform the SRB of Sberbank Slovenia’s financial situation.
109    In the light of the factors set out in paragraphs 107 and 108 above, it may be found that the applicant had the opportunity to provide information which was relevant to the SRB’s assessment of the two conditions laid down in points (a) and (b) of the first subparagraph of Article 18(1) of Regulation No 806/2014, relating, respectively, to whether Sberbank Slovenia was FOLTF and to the existence of alternative private sector measures to prevent the failure of that entity within a reasonable time
frame. It is in relation to those two conditions, which do not involve assessments relating to the public interest, that the applicant was most likely to provide relevant information to the SRB. In that context, it must be concluded that the essence of the applicant’s right to be heard, within the meaning of Article 52(1) of the Charter, was not affected by the failure to hear the applicant prior to the adoption of the resolution scheme at issue.
110    It is apparent from paragraphs 96 to 109 above that the four conditions laid down in Article 52(1) of the Charter are satisfied in the present case, with the result that the failure to hear the applicant in the procedure which led to the adoption of Decision SRB/EES/2022/20 and the adoption of Decision 2022/947 constituted a limitation of the right to be heard which could be justified on the basis of that provision. Consequently, the present part must be rejected.
–       The third part, alleging a failure to state reasons for Decision SRB/EES/2022/20
111    In the context of the present part, the applicant raises three complaints challenging the adequacy of the statement of reasons for Decision SRB/EES/2022/20 on account of, first, the lack of any indication as to why the SRB departed from the resolution plan; second, the failure to explain the conclusion relating to the absence of alternative private sector measures, within the meaning of point (b) of the first subparagraph of Article 18(1) of Regulation No 806/2014 and; third, the redaction of the grounds of that decision.
112    The Commission and the SRB challenge the substance of the applicant’s line of argument, the SRB also claiming, principally, that that line of argument is inadmissible in so far as it lacks the clarity required by Article 76(d) of the Rules of Procedure.
113    As a preliminary point, it must be noted that the Commission and the SRB were in a position to respond effectively to the present part and that the Court is in a position to examine the substance of that part. In the light of those considerations, the plea of inadmissibility raised by the SRB is rejected.
114    As regards the substance of the applicant’s line of argument, it should be recalled, as a preliminary point, that a first non-confidential version of Decision SRB/EES/2022/20 was published on 10 June 2022 on the SRB’s website. It is that act which is annexed to the application, as provided for in the second paragraph of Article 21 of the Statute of the Court of Justice of the European Union, read in conjunction with Article 78(1) of the Rules of Procedure. In addition, a second non-confidential version of that decision was published on 21 December 2023 (see paragraph 26 above), on which the applicant had the opportunity to submit observations following an invitation from the General Court.
115    Next, it should be borne in mind, first, that the second paragraph of Article 296 TFEU provides that legal acts of the institutions of the Union are to state the reasons on which they are based and, second, that the right to good administration, enshrined in Article 41 of the Charter, imposes an obligation on the institutions, bodies, offices and agencies of the Union to give reasons for their decisions.
116    The statement of the reasons for the decision of an institution, body, office or agency of the Union is particularly important in so far as it allows persons concerned to decide in full knowledge of the circumstances whether it is worthwhile to bring an action against the decision and the court with jurisdiction to review it, and it is therefore a requirement for ensuring that the judicial review guaranteed by Article 47 of the Charter is effective (see judgment of 15 July 2021, Commission v Landesbank Baden-Württemberg and SRB, C‑584/20 P and C‑621/20 P, EU:C:2021:601, paragraph 103 and the case-law cited).
117    It is also clear from the case-law of the Court of Justice that the statement of reasons must be adapted to the nature of the legal act at issue and to the context in which it was adopted. In that regard, it is not necessary for the reasoning to go into all the relevant facts and points of law, since the question whether the statement of reasons is sufficient must be assessed with regard not only to its wording but also to its context and to all the legal rules governing the matter in question and, in particular, in the light of the interest which the addressees of the act may have in obtaining explanations. Consequently, the reasons given for a measure adversely affecting a person are sufficient if that measure was adopted in a context which was known to that person and which enables him or her to understand the scope of the measure concerning him or her (see judgment of 15 July 2021, Commission v Landesbank Baden-Württemberg and SRB, C‑584/20 P and C‑621/20 P, EU:C:2021:601, paragraph 104 and the case-law cited).
118    Moreover, the degree of precision of the statement of the reasons for a decision must be weighed against practical realities and the time and technical facilities available for making the decision. Thus, when a measure is drafted, the EU institutions are not obliged to define their position on matters which are plainly of secondary importance or to anticipate potential objections (see judgment of 4 October 2024, Aeris Invest v Commission and SRB, C‑535/22 P, EU:C:2024:819, paragraph 115 and the case-law cited).
119    In the first place, the applicant complains that the SRB did not explain, in Decision SRB/EES/2022/20, why it had failed to follow the preferred resolution strategy provided for in the resolution plan.
120    In that regard, it should be noted, first of all, that, in recitals 6 to 9 of Decision SRB/EES/2022/20, the SRB recalled that the resolution plan provided for the resolution of Sberbank Slovenia in the event of the failure of that credit institution, on account, in particular, of the critical functions it performed in the Slovenian banking sector. That plan also provided for a bail-in applied at the level of Sberbank Slovenia’s parent company, namely at the level of the applicant, as the preferred resolution tool.
121    Furthermore, in recitals 10 and 11 of Decision SRB/EES/2022/20, the SRB explained that, following an updated public interest assessment, it considered that the public interest no longer justified the adoption of resolution measures in respect of the applicant, in so far as, first, the presence of the Sberbank Europe group in Austria was not essential for the real economy and financial stability of that country; second, the applicant’s bail-in would not be capable of restoring Sberbank Slovenia’s liquidity position (since that information was redacted in the version of that decision published on 10 June 2022 and appeared in the version published on 21 December 2023); and, third, the services provided to Sberbank Slovenia by the applicant were no longer considered to be critical.
122    Accordingly, in recital 12 of Decision SRB/EES/2022/20, the SRB concluded that, instead of applying resolution actions at the level of the applicant, as envisaged in the resolution plan, it was appropriate to apply resolution actions at the level of each of the applicant’s subsidiaries that satisfied the conditions for resolution.
123    It is apparent from the examination of recitals 6 to 12 of Decision SRB/EES/2022/20, carried out in paragraphs 120 to 122 above, that the applicant’s complaint that the SRB did not explain, in that decision, why it had failed to follow the preferred resolution strategy defined in the resolution plan, which also provided for the resolution of the applicant and not only that of its subsidiaries, is unfounded.
124    In the second place, the applicant criticises the SRB for failing to explain, in Decision SRB/EES/2022/20, why it had concluded that there were no alternative private sector measures to avoid the failure of Sberbank Slovenia within a reasonable time
frame, within the meaning of point (b) of the first subparagraph of Article 18(1) of Regulation No 806/2014.
125    In that regard, it should be noted that, in recital 65 of Decision SRB/EES/2022/20, the SRB found that Sberbank Slovenia had very limited options to obtain financing via regular market transactions or central bank operations and has not been able to mobilise sufficient additional liquidity. The SRB also noted that Sberbank Slovenia had introduced certain measures to improve its liquidity position, but they were not sufficient to prevent that position from deteriorating. It also stated that Sberbank Slovenia’s recovery plan did not include any further options that would be capable of generating liquidity within a short time
frame and that Sberbank Slovenia had not identified any other prospect of alternative private solutions that could prevent its failure.
126    Furthermore, in recital 66 of Decision SRB/EES/2022/20, the SRB referred to the information communicated to it by the applicant on 27 February 2022, relating to the deterioration of Sberbank Slovenia’s liquidity position (see paragraph 7 above).
127    Taking into account the fact that alternative private sector measures could not prevent the failure of Sberbank Slovenia (recitals 65 and 66 of Decision SRB/EES/2022/20), and that supervisory action or the exercise of the power to write down or convert relevant capital instruments would not be able to prevent the failure of Sberbank Slovenia either (recital 68 and 69 of that decision), the SRB thus concluded, in recital 70 of that decision, that the condition relating to the absence of alternative private sector measures within the meaning of point (b) of the first subparagraph of Article 18(1) of Regulation No 806/2014, had been satisfied in respect of Sberbank Slovenia.
128    In the light of the considerations set out in paragraphs 125 to 127 above, the applicant’s complaint set out in paragraph 124 above is unfounded and must therefore be rejected.
129    In the third place, the applicant submits that the reasons set out in the redacted version of Decision SRB/EES/2022/20 do not amount to an adequate statement of reasons. According to the applicant, that redacted version does not make it possible to ascertain whether or not that decision is well founded and, in particular, whether the quantitative information on which that decision is based is correct. It argues that there was no valid reason, least of all one relating to the interests of the supervised entity, to justify failing to publish the redacted information. In the applicant’s view, the SRB used redactions merely to avoid public scrutiny.
130    In that regard, it is apparent from the case-law of the Court of Justice that, having regard to the obligation to state reasons laid down in Article 296 TFEU, the principle of effective judicial review, enshrined in Article 47 of the Charter, and the principle of the protection of business secrets given specific expression, in particular, in Article 339 TFEU, the statement of reasons for an act adversely affecting a subject of the law which is premissed on a balancing of the relative position of private operators, may, to a certain extent, be limited in order to protect information relating to the operators which may be regarded as a business secret. That said, the obligation to respect business secrets must not deprive the obligation to state reasons of its essence. Therefore, although such a measure may, in the light of the obligation to respect business secrecy, be sufficiently reasoned without including, inter alia, all the figures on which that reasoning is based, the statement of reasons must nevertheless disclose in a clear and unequivocal fashion that reasoning and the method used (see, to that effect, judgment of 4 October 2024, Aeris Invest v Commission and SRB, C‑535/22 P, EU:C:2024:819, paragraphs 116 to 118 and the case-law cited).
131    Under the system introduced by Regulation No 806/2014, compliance with the requirements of professional secrecy laid down in Article 339 TFEU is clarified, inter alia, by the second subparagraph of Article 88(1) of that regulation, which prohibits the SRB from disclosing information which is subject to those requirements to another public or private entity, except where such disclosure is due for the purpose of legal proceedings (see judgment of 4 October 2024, Aeris Invest v Commission and SRB, C‑535/22 P, EU:C:2024:819, paragraph 119 and the case-law cited).
132    Reference should also be made to Article 88(5) of Regulation No 806/2014, which lays down, inter alia, the SRB’s obligation to ensure that the disclosed resolution scheme does not contain confidential information, in particular, by assessing the effects that the disclosure could have on the public interest as regards financial, monetary or economic policy, on the commercial interests of natural and legal persons, on the purpose of inspections, on investigations and on audits.
133    As regards the reservation ‘except where such disclosure is due for the purpose of legal proceedings’, referred to in the second subparagraph of Article 88(1) of Regulation No 806/2014, the Court of Justice has stated that it balances the requirements arising, on the one hand, from Article 339 TFEU and, on the other, from Article 296 TFEU and Article 47 of the Charter ensuring the effectiveness of judicial review and must be interpreted, in essence, in the light of the case-law cited in paragraph 130 above. Accordingly, it must be held that the second subparagraph of Article 88(1) of Regulation No 806/2014 requires the SRB to provide a statement of reasons for the resolution scheme at issue which discloses in a clear and unequivocal fashion the method used by the SRB and the methodology used, but not, however, to disclose information constituting business secrets and, in particular, all the figures mentioned in that scheme (see, to that effect, judgment of 4 October 2024, Aeris Invest v Commission and SRB, C‑535/22 P, EU:C:2024:819, paragraph 123 and the case-law cited).
134    According to the Court of Justice, the confidentiality required under the second subparagraph of Article 88(1) of Regulation No 806/2014 is intended not only to protect the specific interests of the undertakings directly concerned, but also to ensure that the SRB is able to perform effectively its tasks under that regulation. The absence of confidence that the confidential information provided to the SRB by the credit institutions will, in principle, remain confidential is liable to compromise the smooth transmission of the confidential information that is necessary for the performance of those tasks (see, to that effect, judgment of 4 October 2024, Aeris Invest v Commission and SRB, C‑535/22 P, EU:C:2024:819, paragraph 125 and the case-law cited).
135    It is apparent from the considerations set out in paragraphs 130 to 134 above that the SRB was entitled not to disclose to the applicant certain information, including quantitative information, contained in Decision SRB/EES/2022/20 on the basis that it constituted confidential information, provided that the statement of reasons contained in that decision disclosed in a clear and unequivocal fashion the reasoning and the method used.
136    In the present case, the applicant does not identify the redacted parts of Decision SRB/EES/2022/20 referred to in its arguments and does not specifically deny that the redacted information constitutes confidential information falling within the scope of the second subparagraph of Article 88(1) and Article 88(5) of Regulation No 806/2014. Moreover, it does not explain how the redactions affect its understanding of the reasoning and method applied by the SRB.
137    In any case, the General Court finds that the two non-confidential versions of Decision SRB/EES/2022/20 that are contained in the file contain sufficient information to enable the applicant to understand the reasoning and method applied by the SRB.
138    That finding cannot be called into question by the decision of the SRB Appeal Panel of 8 March 2023 in Case 6/2022, relied on by the applicant. That decision did not rule on the adequacy of the statement of reasons, in accordance with Article 296 TFEU, for Decision SRB/EES/2022/20, but ruled on an action brought by the applicant under Article 85(3) of Regulation No 806/2014 against a decision of the SRB relating to a request for access to documents based on Regulation (EC) No 1049/2001 of the European Parliament and of the Council of 30 May 2001 regarding public access to European Parliament, Council and Commission documents (OJ 2001 L 145, p. 43).
139    In the light of the foregoing considerations, the present part must be rejected and, consequently, the second plea must be rejected in its entirety.
The third plea, alleging substantive defects and failure to state reasons for the analysis relating to whether Sberbank Slovenia was FOLTF
140    The applicant submits that the SRB’s finding that Sberbank Slovenia was FOLTF due to imminent illiquidity is not substantiated. It also submits that the substantive defects affecting that finding often overlap or are partly indistinguishable from a failure to state reasons.
141    As regards the complaint alleging a failure to state reasons, the applicant submits that, since all the quantitative information was redacted, the information contained in Decision SRB/EES/2022/20 does not make it possible to assess the merits of the SRB’s analysis. According to the Commission, the assessment of Sberbank Slovenia’s liquidity requires knowledge of specific figures. A decision that has redacted quantitative information is as useless as a balance sheet without numbers.
142    The Commission and the SRB, supported by the ECB, dispute the applicant’s arguments.
143    As a preliminary point, it must be observed in that regard that the obligation to state reasons constitutes an essential procedural requirement which must be distinguished from the question of the merits of those reasons, which concern the substantive legality of the contested measure. The reasoning of a decision consists in a formal statement of the grounds on which that decision is based. If those grounds are vitiated by errors, those errors will vitiate the substantive legality of the decision, but not the statement of reasons in it, which may be adequate even though it sets out reasons which are incorrect (see judgment of 10 July 2008, Bertelsmann and Sony Corporation of America v Impala, C‑413/06 P, EU:C:2008:392, paragraph 181 and the case-law cited). It follows that, in the context of the present plea, it is necessary to examine, first of all, whether the statement of reasons for the SRB’s conclusion relating to whether Sberbank Slovenia was FOLTF meets the requisite legal standard and then, if that statement of reasons proves to be sufficient, whether the SRB’s assessments are vitiated by substantive illegality in the light of the applicant’s arguments.
144    In that regard, it should be noted that the examination of the condition relating to whether Sberbank Slovenia was FOLTF, laid down in point (a) of the first subparagraph of Article 18(1) of Regulation No 806/2014, is carried out in point 4.2.1 of Decision SRB/EES/2022/20.
145    In the first place, in recital 61 of Decision SRB/EES/2022/20, the SRB referred to the ECB’s conclusion that, given the increased liquidity outflows that Sberbank Slovenia was facing, which were expected to continue, and the absence of any credible additional liquidity generating measures in the short term, that credit institution was expected to be unable in the near future to pay its debts or other liabilities as they fell due.
146    In recitals 52 to 60 of Decision SRB/EES/2022/20, the SRB set out the ECB’s considerations which had led it to conclude that Sberbank Slovenia was FOLTF.
147    In the second place, in recital 62 of Decision SRB/EES/2022/20, the SRB summarised the main findings of provisional valuation report 1 (see paragraph 9 above). In particular, it referred to the significant deposit withdrawals that Sberbank Slovenia was facing due to the geopolitical circumstances, in particular during the period between 23 and 25 February 2022, and to the ECB’s findings relating to Sberbank Slovenia’s insufficient counterbalancing capacity and the absence of any other credible measures that could generate liquidity in the short term.
148    Accordingly, in recital 63 of Decision SRB/EES/2022/20, the SRB, taking into account the ECB’s assessment and provisional valuation report 1, concluded that Sberbank Slovenia was FOLTF in so far as Sberbank Slovenia was in the situation described in Article 18(4)(c) of Regulation No 806/2014.
149    Despite the redactions contained in the two non-confidential versions of Decision SRB/EES/2022/20, it must be noted that they reveal, in a clear and unequivocal manner, the reasoning and method used by the SRB, within the meaning of the case-law cited in paragraph 130 above.
150    As noted in paragraph 136 above, the applicant does not specifically deny that the information redacted in point 4.2.1 of Decision SRB/EES/2022/20 constitutes confidential information falling within the scope of the second subparagraph of Article 88(1) and Article 88(5) of Regulation No 806/2014. Nor does it explain how its understanding of the reasoning and method applied by the SRB in relation to its assessment of whether Sberbank Slovenia was FOLTF is affected by the redaction of the figures. Moreover, it is apparent from the documents before the General Court (see paragraph 7 above) that the applicant was aware of the content of Sberbank Slovenia’s letter of 27 February 2022 (see paragraph 6 above) in which that credit institution described its liquidity position to the ECB and the Bank of Slovenia by relying on quantitative information.
151    In the light of the foregoing considerations, it must be concluded that the applicant’s complaint alleging a failure to state reasons for the SRB’s analysis relating to whether Sberbank Slovenia was FOLTF is unfounded and that that analysis, which is contained in Decision SRB/EES/2022/20, is sufficiently reasoned.
152    As regards the applicant’s complaint that the SRB’s analysis is unfounded, it must be noted that the applicant does not put forward any argument to substantiate that complaint. That complaint must therefore be rejected.
153    It follows from all the foregoing considerations that the third plea must be rejected as unfounded.
The fourth plea, alleging infringement of point (b) of the first subparagraph of Article 18(1) of Regulation No 806/2014
154    The applicant submits that the SRB infringed point (b) of the first subparagraph of Article 18(1) of Regulation No 806/2014 by failing to give appropriate consideration to the availability of alternative private sector or prudential measures to avoid the failure of Sberbank Slovenia.
155    The Commission and the SRB challenge the substance of the applicant’s line of argument, the SRB also claiming, principally, that that line of argument is inadmissible in so far as it lacks the clarity required by Article 76(d) of the Rules of Procedure.
156    As a preliminary point, it should be noted that the line of argument summarised in paragraph 154 above is sufficiently clear, comprehensible and unequivocal. Moreover, the Commission and the SRB were in a position to respond meaningfully to the plea raised by the applicant and the Court is in a position to examine the substance of that plea. Accordingly, the plea of inadmissibility raised by the SRB is rejected.
157    As to the substance, it should be recalled that, since the decisions which the SRB is required to adopt in the context of a resolution procedure are based on highly complex economic and technical assessments, the judicial review of those decisions is necessarily limited and confined to verifying whether the rules on procedure and on the statement of reasons have been complied with, whether the facts have been accurately stated and whether there has been any manifest error of assessment or a misuse of powers. When conducting such a review, the EU Courts must therefore not substitute their own economic assessment for that of the competent EU authority (see, to that effect, judgments of 4 October 2024, Aeris Invest v Commission and SRB, C‑535/22 P, EU:C:2024:819, paragraph 266, and of 1 June 2022, Eleveté Invest Group and Others v Commission and SRB, T‑523/17, EU:T:2022:313, paragraphs 111 to 113).
158    However, although the SRB has discretion with regard to economic and technical matters, that does not mean that the EU Courts must refrain from reviewing the SRB’s interpretation of information of an economic nature which forms the basis of its decision. As the Court of Justice has held, even in the case of complex assessments, the EU judicature must not only establish whether the evidence relied on is factually accurate, reliable and consistent but also ascertain whether that evidence contains all the information which must be taken into account in order to assess a complex situation and whether it is capable of supporting the conclusions drawn from it (see judgment of 1 June 2022, Eleveté Invest Group and Others v Commission and SRB, T‑523/17, EU:T:2022:313, paragraph 114 and the case-law cited).
159    In that regard, in order to establish that the SRB committed a manifest error in assessing facts so as to justify the annulment of the resolution scheme, the evidence adduced by the applicants must be sufficient to render the factual assessments adopted in that scheme implausible (see judgment of 1 June 2022, Eleveté Invest Group and Others v Commission and SRB, T‑523/17, EU:T:2022:313, paragraph 115 and the case-law cited).
160    In the present case, the SRB examined the condition laid down in Article 18(1)(b) of Regulation No 806/2014 in point 4.2.2 of Decision SRB/EES/2022/20.
161    In the first place, the SRB found that there were no short-term financing options available to prevent the failure of Sberbank Slovenia within a reasonable time
frame (recitals 64 to 66 of Decision SRB/EES/2022/20). It also noted that the measures put in place by Sberbank Slovenia to correct its liquidity position had not been sufficient to reverse the deterioration in that position, that the credit institution’s recovery plan did not include any further options that would be capable of generating liquidity within a reasonable time
frame and that the credit institution had not indicated any other prospect
of alternative private solutions that could prevent its failure (recital 65 of Decision SRB/EES/2022/20).
162     In the second place, the SRB found that there was no reasonable prospect that supervisory action or early intervention measures could immediately restore the liquidity position of Sberbank Slovenia (recital 68 of decision SRB/EES/2022/20), and that the exercise of the power to write down or convert capital instruments would be ineffective in generating liquidity and thus preventing the institution’s failure (recital 69 of that decision).
163    In the light of those considerations, the SRB concluded that the condition laid down in point (b) of the first subparagraph of Article 18(1) of Regulation No 806/2014 had been satisfied.
164    The applicant’s line of argument does not demonstrate that the SRB committed a manifest error of assessment or that it carried out a flawed examination of the condition laid down in point (b) of the first subparagraph of Article 18(1) of Regulation No 806/2014.
165    The applicant argues, in the first place, that Sberbank Slovenia’s liquidity problem could have been resolved by the sale of the entire Sberbank Europe group. To that end, it would have been sufficient to suspend the voting rights of the Russian shareholder Sberbank of Russia and to communicate to the public that on that basis any ties to the Russian Federation had been severed. The applicant refers to the concept of ‘ringfencing’ the Sberbank Europe group from the ultimate shareholder, Sberbank of Russia.
166    In that regard, it should be noted that the sale of the Sberbank Europe group to which the applicant refers was not mentioned either by Sberbank Slovenia or by the applicant in their communications to the public authorities (see paragraphs 5 and 6 above) as available options to prevent the failure of Sberbank Slovenia. The SRB therefore had no information to explore that option, which, in any case, would be difficult to implement quickly given the scale of the operation to sell the Sberbank Europe group, the very difficult financial situation of the entities making up that group and the geopolitical circumstances of the invasion of Ukraine by the Russian Federation. Furthermore, the applicant has not specified how the suspension of Sberbank of Russia’s voting rights in the applicant’s capital could be carried out.
167    In the second place, the applicant complains that the SRB did not examine the possibility of a sale of Sberbank Slovenia being facilitated by a public subsidy or by use of the Single Resolution Fund (‘the Fund’), but nonetheless summarily concluded that a privately negotiated sale was not possible. That omission on the part of the SRB constitutes, at the very least, a deficiency in its statement of reasons.
168    In that regard, as regards the use of financing by the Fund, relied on by the applicant, it has already been stated that, under, inter alia, Article 76(1)(b) of Regulation No 806/2014, the SRB could use such financing only in the context of a resolution action, which therefore presupposed that the condition laid down in point (b) of the first subparagraph of Article 18(1) of that regulation was satisfied. Consequently, financing by the Fund cannot be regarded as an alternative to resolution for the purposes of that provision (judgment of 4 October 2024, García Fernández and Others v Commission and SRB, C‑541/22 P, EU:C:2024:820, paragraph 215).
169    Similarly, as regards the award of a public subsidy, relied on by the applicant, it should be noted, as observed by the SRB, that that grant would run counter to the objective of resolution referred to in Article 14(2)(c) of Regulation No 806/2014, which states that it is necessary to protect public funds by minimising reliance on extraordinary public financial support. In the present case, it must be borne in mind that, ultimately, the continuity of Sberbank Slovenia’s critical functions could be ensured without the payment of public money as a result of its acquisition by a third-party credit institution. It follows that the applicant’s line of argument does not demonstrate that the SRB carried out an incomplete examination of the possibility that the award of a public subsidy in the present case may constitute an alternative to resolution, within the meaning of point (b) of the first subparagraph of Article 18(1) of that regulation.
170    Furthermore, in the light of the case-law cited in paragraphs 117 and 118 above, the SRB was not under any obligation to set out in Decision SRB/EES/2022/20 why it did not consider financing from the Fund and the award of a public subsidy to be alternative measures for the purposes of point (b) of the first subparagraph of Article 18(1) of Regulation No 806/2014. Having regard to the context and the applicable legal rules, such a statement of reasons would be superfluous. It follows that the complaint alleging a failure to state reasons (see paragraph 167 above) cannot be upheld.
171    In the light of the foregoing considerations, the fourth plea must be rejected as unfounded.
The fifth plea, alleging infringement of the obligation to choose the least burdensome resolution tool
172    The applicant submits that Decision SRB/EES/2022/20 is unlawful in so far as the chosen resolution tool was not the least burdensome for it.
173    The applicant claims, in the first place, that it was sufficient for the ECB and the SRB to suspend the voting rights of the applicant’s shareholder, namely Sberbank of Russia, and to communicate to the public that the applicant and its subsidiaries would be treated in the same way as any other bank established in the European Union. According to the applicant, the ECB and the SRB simply did not have the political will to implement such common-sense steps, exceeded the powers conferred on it and actively shaped the banking industry in accordance with their preferences.
174    In the second place, the applicant claims that Decision SRB/EES/2022/20 does not explain why or how the resolution objectives would be met more efficiently with the sale-of-business tool. That decision also does not explain which resolution objectives would be met more efficiently.
175    In the third place, the applicant submits that the SRB could have decided to apply to it the bridge institution tool, provided for in Article 25 of Regulation No 806/2014, that is to say, to create a bridge institution and to transfer to that institution the shares held by Sberbank of Russia in the applicant’s capital, pursuant to the abovementioned provision.
176    The Commission and the SRB dispute the substance of the applicant’s line of argument. The SRB also contest, principally, that that line of argument is inadmissible, in whole or in part, under Article 76(d) of the Rules of Procedure, in so far as it consists of accusations and speculation which are not of a legal nature.
177    As regards the applicant’s complaint set out in paragraph 173 above, it should be borne in mind that, under the first paragraph of Article 21 of the Statute of the Court of Justice of the European Union and Article 76(d) of the Rules of Procedure, the application must contain, inter alia, a summary of the pleas relied on and therefore must refer, at least in summary form but with a sufficient degree of clarity, to the legal principles which, in the applicant’s submission, were infringed and the principal facts on which those complaints are based. Accordingly, a mere abstract statement of the grounds does not meet the requirements of the Statute of the Court of Justice of the European Union and or of the Rules of Procedure (see judgment of 20 November 2017, Voigt v Parliament, T‑618/15, EU:T:2017:821, paragraph 39 and the case-law cited).
178    The applicant’s line of argument, set out in paragraph 173 above, consists of general assertions, which are not supported by any legal or factual evidence. Moreover, the link between that line of argument and the present plea is not clear. It thus appears that the assessment of that line of argument by the Court carries the risk of altering its meaning by giving it a scope that it did not have in the applicant’s mind, which would run counter to the proper administration of justice, the principle that the subject matter of an action is delimited by the parties and the rights of defence of the defendants in the present case (see, to that effect, order of 17 November 2020, González Calvet v SRB, T‑257/20, not published, EU:T:2020:541, paragraph 17 and the case-law cited).
179    It follows that the applicant’s arguments, set out in paragraph 173 above, must be rejected as inadmissible under the first paragraph of Article 21 of the Statute of the Court of Justice of the European Union and Article 76 (d) of the Rules of Procedure.
180    As regards the applicant’s complaint set out in paragraph 174 above, it must be recalled that the SRB, after concluding that Sberbank Slovenia should be placed under resolution, decided to apply to it, as a resolution tool, the sale of its business in the form of a transfer of shares to a purchaser, in accordance with Article 24(1)(a) of Regulation No 806/2014 (recital 123 of Decision SRB/EES/2022/20).
181    In recital 124 of Decision SRB/EES/2022/20, the SRB explained that the application of other resolution tools provided for in Article 22(2) of Regulation No 806/2014 would not meet the objectives of the resolution to the same extent in the present case. In particular, in recital 124(b) of that decision, it explained that, in so far as the creation of a bridge institution was considered a temporary solution to maintain access to the critical functions of the credit institution in question and to be sold within, in principle, the next two years, and to the extent that the sale-of-business tool achieves the same result within a shorter time
frame, the sale-of-business tool is considered to achieve the resolution objectives more effectively than the bridge institution tool.
182    In recital 125 of Decision SRB/EES/2022/20, the SRB explained that, by applying the sale-of-business tool, its main purpose was to protect a critical function for the Slovenian economy and to preserve financial stability.
183    It thus appears that, contrary to what the applicant submits, the CRU explained to the requisite legal standard in Decision SRB/EES/2022/20 the choice of resolution instrument made in the present case and the resolution objectives pursued. Accordingly, the applicant’s complaint, set out in paragraph 174 above, must be rejected.
184    As regards the applicant’s complaint set out in paragraph 175 above, it should be noted that the resolution tools, including the bridge institution tool, apply to credit institutions under resolution. In particular, the bridge institution tool is to consist of the transfer of instruments of ownership and/or assets, rights and liabilities of an institution under resolution to a bridge institution. However, in the present case, the entity under resolution is Sberbank Slovenia and not the applicant. It should be borne in mind that, by the non-resolution decision, the SRB decided not to adopt a resolution scheme in respect of the applicant since the public interest criterion was not fulfilled. It follows from the foregoing that, since the applicant was not under resolution, the solution to which it refers could not legally be applied to it. Accordingly, the applicant’s argument set out in paragraph 175 above cannot be accepted.
185    In the light of the foregoing considerations, the fifth plea must be rejected as in part inadmissible and in part unfounded.
The sixth and eighth pleas, alleging breach of the procedural and substantive rules relating to the sale-of-business tool applied in the present case to Sberbank Slovenia
186    The present pleas are in two parts. In the first part, the applicant alleges breach of the procedural and substantive rules relating to provisional valuations 1 and 2 carried out by the SRB. In the second part, it alleges breach of the procedural and substantive rules relating to the procedure for the transfer of the shares in Sberbank Slovenia to Nova Ljubljanska Banka.
–       The first part, alleging breach of the procedural and substantive rules relating to provisional valuations 1 and 2 carried out by the SRB
187    The applicant raises, in the context of the present part of the plea, two complaints, which have been challenged by the Commission and the SRB.
188    The applicant submits, in the first place, that the redactions made to the versions of provisional valuation reports 1 and 2, published on 10 June 2022, did not enable it to analyse their content.
189    In that regard, it should be noted that those versions do in fact contain redactions justified, according to the Commission and the SRB, by the confidential nature of the redacted data, pursuant to Article 339 TFEU and Article 88 of Regulation No 806/2014.
190    That said, it should be recalled that the SRB is entitled not to disclose certain items of information to the applicant on account of their confidential nature, provided that the redacted document discloses in a clear and unequivocal manner the reasoning and the method used (see paragraph 135 above).
191    In the present case, it must be noted that the applicant does not specify the redacted material to which it refers and does not specifically deny that the redacted information constitutes confidential information falling within the scope of the second subparagraph of Article 88(1) and Article 88(5) of Regulation No 806/2014. Nor does it explain how its understanding of the reasoning and method applied by the SRB in provisional valuation reports 1 and 2 is affected by the redactions.
192    Furthermore, it should be noted that the version of provisional valuation report 1, published on 10 June 2022, presents the scope and purpose of the valuation and the emergency circumstances under which it was to be carried out. That version also sets out the sources of information used and examines whether Sberbank Slovenia is in one or more of the four situations described in Article 18(4)(a) to (d) of Regulation No 806/2014. In particular, after examining the balance sheet of that credit institution, the report concluded that it was not insolvent for the purposes of Article 18(4)(a) of that regulation. The SRB nevertheless found that, due to the rapid deterioration of Sberbank Slovenia’s liquidity position and the absence of any credible additional measures capable of generating liquidity, that credit institution risked being unable, in the near future, to pay its debts or other liabilities as they fell due, within the meaning of Article 18(4)(c) of that regulation.
193    Furthermore, the version of provisional valuation report 2, published on 10 June 2022, explains the purpose of the valuation and the emergency circumstances under which it was to be carried out. Furthermore, that version refers to the sources of information used, presents Sberbank Slovenia’s updated balance sheet and explains the valuation method used to determine the disposal value of that entity’s shares.
194    It follows that the versions of provisional valuation reports 1 and 2, published on 10 June 2022, contain sufficient information to enable the applicant to understand the reasoning and method applied by the SRB, with the result that they are not vitiated by a failure to state reasons notwithstanding the redactions.
195    Moreover, it should be noted that new non-confidential versions of provisional valuation reports 1 and 2 were published on 21 December 2023, containing fewer redactions than the versions published on 10 June 2022. The applicant was invited by the Court to submit observations on those new non-confidential versions and did not put forward any argument relating to the information made public in those versions.
196    It follows from the foregoing considerations that the applicant’s complaint, set out in paragraph 188 above, is unfounded.
197    In the second place, the applicant claims that the SRB infringed Article 20 of Regulation No 806/2014 relating to the valuation carried out for the purposes of resolution.
198    In that regard, first, the applicant criticises the SRB for failing to obtain an independent valuation for the purposes of Article 20(1) of Regulation No 806/2014. In its view, such an independent valuation could be carried out and the exception provided for in Article 20(3) of that regulation did not apply. It maintains that the imposition of the moratorium gave the SRB enough time to carry out an independent valuation.
199    In that regard, it should be noted that Article 20(1) of Regulation No 806/2014 provides, inter alia, that, before deciding on resolution action, the SRB must ensure that a fair, prudent and realistic valuation of the assets and liabilities of the entity concerned is carried out by a person independent from any public authority, including the SRB and the NRA, and from the entity concerned.
200    Article 20(3) of Regulation No 806/2014 provides that where an independent valuation in accordance with paragraph 1 is not possible, the SRB may carry out a provisional valuation of the assets and liabilities of the entity in question, in accordance with paragraph 10 of that article.
201    Article 20(10) of Regulation No 806/2014 provides, inter alia, that where, due to urgency in the circumstances of the case, paragraph 3 of that article applies, a provisional valuation is to be carried out. It also provides that the provisional valuation is to comply, in so far as reasonably practicable in the circumstances, with the requirements laid down in paragraph 1 of that article.
202    In the present case, it is apparent from the file that, due to the rapid deterioration of Sberbank Slovenia’s liquidity position during the few days preceding the resolution, the SRB carried out two provisional valuations, provisional valuation 1 being intended to determine, pursuant to Article 20(5)(a) of Regulation No 806/2014, whether the conditions for the resolution of Sberbank Slovenia had been met (recital 23 of Decision SRB/EES/2022/20) (see paragraph 9 above) and provisional valuation 2 being intended to provide the information necessary for the application of the sale-of-business tool, in accordance with Article 20(5)(f) of that regulation (recitals 119 to 122 of that decision) (see paragraph 13 above).
203    It is apparent from the very wording of Article 20(3) and (10) of Regulation No 806/2014 that the SRB was able to carry out provisional valuations in the event of an emergency situation. The applicant does not dispute that an emergency exists in the present case, due to the rapid deterioration of Sberbank Slovenia’s liquidity position, ultimately caused by geopolitical circumstances. The applicant merely submits, in a vague manner, that the moratorium imposed on Sberbank Slovenia’s payment obligations could provide the SRB with sufficient time to organise an independent valuation in accordance with Article 20(1) of that regulation. The Court is not convinced by that argument. It is apparent from the first subparagraph of Article 33a(4) of Directive 2014/59 that that moratorium could not exceed 48 hours. Accordingly, as the SRB submits, without being challenged by the applicant, the imposition of such a moratorium does not leave the SRB sufficient time to organise an independent valuation.
204    It follows from the foregoing considerations that the applicant’s complaint, set out in paragraph 198 above, must be rejected.
205    Second, the applicant submits that the valuations carried out by the SRB did not meet the minimum criteria set out in Article 20(10) of Regulation No 806/2014, which must be complied with even when the deadlines are tight. It also claims that the method used to carry out those valuations was not explained. It also maintains that the fact that the valuations were identical for Sberbank Slovenia and Sberbank Croatia is an indication that the valuations of Sberbank Slovenia were defective. The consequence of the valuation being defective is that the sale price of Sberbank Slovenia was not determined on commercial terms, in accordance with Article 24(2)(b) of Regulation No 806/2014.
206    In that regard, it must be noted that the applicant confines itself to making allegations which do not have a sufficiently precise content to enable them to be examined by the Court. The applicant does not explain why the provisional valuations carried out by the SRB do not satisfy the conditions laid down in Article 20(10) of Regulation No 806/2014. Nor does it specify why it considers that the method used by the SRB was not explained in the reports of the provisional valuations. Furthermore, it must be noted that the applicant’s argument that the provisional valuations were identical for Sberbank Slovenia and Sberbank Croatia does not demonstrate that the provisional valuations of Sberbank Slovenia were vitiated by an error, let alone that the SRB had committed a manifest error of assessment (see paragraph 157 above). The applicant does not specify the points or passages of the valuation reports to which it refers. Furthermore, it must be borne in mind that Sberbank Slovenia and Sberbank Croatia belonged to the same group and had similar liquidity problems due to the geopolitical circumstances. Furthermore, the valuation reports concerning those two entities were prepared under the same emergency circumstances. Any similarities in the reports should therefore be attributed to those factors.
207     In the light of the foregoing considerations, the complaints set out in paragraph 205 above and, therefore, the present part of the plea must be rejected.
–       The second part, alleging breach of the procedural and substantive rules relating to the procedure for the transfer of the shares in Sberbank Slovenia
208    The applicant submits that the procedure for the sale of Sberbank Slovenia was vitiated by errors. It submits, in the first place, that the prospective buyers had only a few hours to respond to that establishment’s call for tenders, without having any time to carry out checks. In the second place, it criticises the SRB for failing to make use of the possibility under Article 13(3) of Regulation No 806/2014 to contact it in connection with the search for prospective buyers. In the third place, it objects that the SRB arbitrarily excluded bidders from outside the ‘relevant jurisdictions’ from being able to submit bids.
209    The Commission and the SRB dispute the applicant’s arguments.
210    It should be borne in mind that, in the context of Decision SRB/EES/2022/20, the SRB decided to transfer the instruments of ownership held by the applicant in the capital of Sberbank Slovenia to a third-party purchaser, in accordance with Article 24(1)(a) of Regulation No 806/2014. The Bank of Slovenia, as the competent NRA, organised the sale of the securities to a third-party purchaser.
211    It is apparent from Article 24(2)(d) of Regulation No 806/2014, read in conjunction with Article 39(2)(b) of Directive 2014/59, that the sale of the entity under resolution must not unduly favour potential purchasers or discriminate.
212    However, it is apparent from Article 39(3) of Directive 2014/59 and from Article 24(3) of Regulation No 806/2014 that the resolution authority may apply the sale of business tool, inter alia, without complying with the requirements referred to in paragraph 211 above when it determines that compliance with those requirements would be likely to undermine one or more of the resolution objectives and in particular if two conditions are satisfied: namely, if, in the first place, it considers that there is a material threat to financial stability arising from or aggravated by the failure or likely failure of the institution under resolution; and, in the second place, it considers that compliance with those requirements would be likely to undermine the effectiveness of the sale-of-business tool in addressing that threat or achieving the resolution objectives set out in Article 31(2)(b) of Directive 2014/59 and Article 14(2)(b) of Regulation No 806/2014, namely to avoid significant adverse effects on financial stability.
213    In the present case, it is apparent from recital 126 of Decision SRB/EES/2022/20 that the Bank of Slovenia contacted a number of potential purchasers who had liquidity to support Sberbank Slovenia immediately, the reputation to stop the liquidity drain and the capacity to guarantee the continuation of critical functions.
214    In recitals 136 and 137 of Decision SRB/EES/2022/20, the SRB explained, in essence, that the failure of Sberbank Slovenia would pose a risk to financial stability in Slovenia.
215    In recital 141 of Decision SRB/EES/2022/20, as regards the principle of non-discrimination, the SRB explained that the effectiveness of rapid action (necessary in the present case to prevent the consequences that the failure of Sberbank Slovenia would have on financial stability in Slovenia) would be undermined if the marketing process were extended to all potential market participants. It is for that reason that the Bank of Slovenia limited the process to potential purchasers who might be more capable of ensuring financial stability, could provide short-term liquidity, would be familiar with the Slovenian market and would have a business model that could facilitate the continuity of Sberbank Slovenia’s critical functions. By involving only certain types of potential purchaser in the sales process, the effectiveness of the sale-of-business tool was ensured.
216    It follows from the foregoing considerations that the relevant legal framework allowed the Slovenian NRA, in the process of transferring the shares in Sberbank Slovenia, to approach only certain potential purchasers in so far as those purchasers had the capacity to provide the liquidity necessary to allow the critical functions exercised by Sberbank Slovenia to continue.
217    Even assuming that that approach by the Slovenian NRA constituted discrimination within the meaning of Article 39(2)(b) of Directive 2014/59, the applicant does not deny that that approach could be justified in the present case under Article 39(3) of that directive and Article 24(3) of Regulation No 806/2014. It merely alleges, in a vague manner, that the SRB arbitrarily excluded undertakings established outside the ‘relevant jurisdictions’ from being able to submit bids (see paragraph 208 above), without adducing any evidence in support of that claim. That complaint must therefore be rejected.
218    The applicant’s complaint that the prospective buyers had only a few hours to respond to Sberbank Slovenia’s call for tenders (see paragraph 208 above) must also be rejected. It is clear that, due to the urgency, the Slovenian NRA had to manage the process of marketing Sberbank Slovenia’s shares within a very short period of time in which the moratorium applied. Moreover, the applicant does not specify which consequences arose as a result of the limited time available to potential purchasers to respond to the call for tenders organised by the Slovenian NRA.
219    As regards the applicant’s complaint based on Article 13(3) of Regulation No 806/2014 (see paragraph 208 above), it should be noted that that provision concerns the SRB’s power to intervene at an early stage before the resolution of the credit institution in question became necessary on account of the FOLTF situation in which the latter found itself.
220    The first subparagraph of Article 13(3) of Regulation No 806/2014 provides, inter alia, that the SRB is to have the power to require the institution, or the parent undertaking, to contact potential purchasers in order to prepare for the resolution of the institution.
221    In the present case, in view of the rapid deterioration in Sberbank Slovenia’s liquidity position, which threatened financial stability in Slovenia, it was clear that the SRB, in coordination with the Slovenian NRA, had to act quickly in order to ensure the resolution of that credit institution and the continuation of the critical functions which it carried out. In that context, as the Commission and the SRB correctly noted, any attempt by the SRB to involve the applicant in a search for Sberbank Slovenia’s prospective buyers would delay the process of transferring its shares and thus undermine the effectiveness of that resolution tool. Furthermore, in their communications to the public authorities involved in the resolution (see paragraphs 5 and 6 above), neither the applicant nor Sberbank Slovenia mentioned the existence of potential purchasers or, more generally, the existence of alternatives that would make it possible to avoid the failure of Sberbank Slovenia within a short period of time. It follows that the SRB had no reason to involve the applicant in the search for prospective buyers of Sberbank Slovenia.
222    It follows from the foregoing considerations that the applicant’s complaint alleging infringement of Article 13(3) of Regulation No 806/2014 is unfounded.
223    Accordingly, it is necessary to reject the present part and, consequently, the sixth and eighth pleas in their entirety.
The seventh plea, alleging infringement of the principle of proportionality and a manifest error of assessment concerning the existence of possible alternative solutions
224    The applicant submits that the SRB infringed the principle of proportionality, in so far as it failed to take into account, as an alternative to the unwinding of the Sberbank Europe group, the solution consisting of a transfer of the applicant to another shareholder.
225    The applicant also complains that the SRB failed to explain in Decision SRB/EES/2022/20 why a sale of the Sberbank Europe business, and therefore of the Sberbank Europe group business as a whole, was not possible.
226    The Commission and the SRB dispute the applicant’s arguments.
227    It should be recalled that the resolution plan provided, as a preferred resolution strategy, for the bail-in of Sberbank Europe and ultimately the maintenance of the structure of the Sberbank Europe group. That plan provided, as an alternative strategy, for the sale of the business, in particular the sale of Sberbank Slovenia and Sberbank Croatia.
228    In recitals 10 and 11 of Decision SRB/EES/2022/20, the SRB explained why it had departed from the resolution plan. It stated that the public interest no longer justified the adoption of a resolution action in respect of the applicant. In its view, first, the applicant’s presence in Austria was not essential for the real economy and financial stability of that country, second, a bail-in at the level of the applicant would not be capable of restoring Sberbank Slovenia’s liquidity position and, third, the services provided to Sberbank Slovenia by the applicant were not considered to be critical in the current FOLTF context of those two credit institutions.
229    Accordingly, the SRB concluded in recital 12 of Decision SRB/EES/2022/20 that, instead of applying resolution actions at the level of the applicant, as initially envisaged in the resolution plan, it was considered appropriate to apply resolution actions at the level of each of the applicant’s subsidiaries that satisfy the conditions for resolution.
230    It is thus apparent from recitals 10 to 12 of Decision SRB/EES/2022/20 that the SRB provided a sufficiently clear explanation for its conclusion that the public interest did not justify placing the applicant under resolution, contrary to what was set out in the resolution plan. The fact that the applicant was not under resolution explains why no resolution measures were taken against it and, consequently, why the SRB did not envisage the transfer of its shares to a third-party purchaser under Article 24(1)(a) of Regulation No 806/2014. It is apparent from the very wording of that paragraph that the sale-of-business tool applies only to an institution under resolution.
231    It follows from the foregoing that the applicant’s complaint that the SRB did not explain in Decision SRB/EES/2022/20 why a sale of Sberbank Europe’s business was not possible is unfounded.
232    It is also necessary to reject the applicant’s complaint set out in paragraph 224 above in so far as it does not put forward any argument to corroborate it and ultimately to demonstrate that the SRB made a manifest error of assessment within the meaning of the case-law cited in paragraph 159 above.
233    In the light of the foregoing considerations, the seventh plea must be rejected as unfounded.
The ninth plea, alleging an error of law and a failure to state reasons concerning the fact that Decision SRB/EES/2022/20 differs from the resolution plan
234    In the present plea, the applicant submits, in the first place, that Decision SRB/EES/2022/20 does not contain any justification for departing from the resolution plan, which provided, in essence, for the preservation of the structure of the Sberbank Europe group and rejected the application of national insolvency proceedings to Sberbank Europe. The abovementioned decision is therefore vitiated by a failure to state reasons.
235    In the second place, the applicant claims that, by departing from the resolution plan, Decision SRB/EES/2022/20, infringes the third paragraph of Article 23 of Regulation No 806/2014, read in the light of recital 44 of that regulation and of recitals 25 and 54 of Directive 2014/59.
236    The Commission and the SRB dispute the applicant’s arguments.
237    Under Article 8(1) of Regulation No 806/2014, the SRB is to draw up and adopt resolution plans for the entities and groups that fall within its competence as resolution body.
238    The first subparagraph of Article 8(6) of Regulation No 806/2014 provides that the resolution plan must provide for the resolution actions which the SRB may take where an entity referred to in paragraph 1 of that article satisfies the conditions for resolution.
239    The first subparagraph of Article 8(10) of Regulation No 806/2014 provides that group resolution plans are to contain a plan for the resolution of the group referred to in paragraph 1 of that article, headed by the Union parent undertaking established in a participating Member State, and must identify measures to be taken in respect of, inter alia, the Union parent undertaking and subsidiaries that are part of the group and that are established in the European Union.
240    The third paragraph of Article 23 of Regulation No 806/2014 provides that, when adopting a resolution scheme, the SRB, the Council of the European Union and the Commission are to take into account and follow the resolution plan as referred to in Article 8 of that regulation, unless the SRB assesses, taking into account the circumstances of the case, that the resolution objectives will be achieved more effectively by taking actions which are not provided for in the resolution plan.
241    In the present case, it is apparent from the file that, on 3 May 2021, the SRB adopted the resolution plan for the Sberbank Europe group.
242    In the first place, the resolution plan stated that, in the event of failure, the application of a resolution procedure would be justified for Sberbank Europe in view of the financial and operational interdependencies between that entity and the other entities of the Sberbank Europe group established in Europe. In particular, it explained that Sberbank Europe was responsible for the transfer of funds from Sberbank of Russia to its subsidiaries and provided support services that were important to those subsidiaries. It thus noted that the liquidation of Sberbank Europe under national insolvency proceedings could have a disruptive effect on the situation of the subsidiaries. It also provided for the resolution of certain subsidiaries of Sberbank Europe, including Sberbank Slovenia and Sberbank Croatia.
243    In the second place, the resolution plan specified that the preferred resolution strategy was not based on separating the entities of the Sberbank Europe group since its structure should remain unchanged. It provided for bail-in to be applied at the level of Sberbank Europe, which is considered the point of entry.
244    As noted in paragraphs 228 and 229 above, in recitals 10 to 12 of Decision SRB/EES/2022/20, the SRB explained why it had departed from the resolution plan, relating in particular to the fact that the public interest no longer justified the application of a resolution measure in respect of the applicant, whereas it did justify application in respect of Sberbank Slovenia and Sberbank Croatia.
245    Furthermore, the non-resolution decision, adopted in respect of the applicant on 1 March 2022 (see paragraph 20 above) and published on 10 June 2022, also explains, in recitals 75 to 79 thereof, in more detail, why it was necessary to depart from the resolution plan in view of the change in circumstances since the adoption of that plan. It forms part of the context in which Decision SRB/EES/2022/20 was adopted and must therefore be taken into account for the purposes of assessing the adequacy of the statement of reasons for that decision (see the case-law cited in paragraph 117 above).
246    In the light of the foregoing considerations, the applicant’s complaint that Decision SRB/EES/2022/20 does not contain any justification for departing from the resolution plan must be rejected.
247    As regards the complaint set out in paragraph 235 above, it is apparent from the very wording of the third paragraph of Article 23 of Regulation No 806/2014, recalled in paragraph 240 above, that the SRB, the Council and the Commission, when adopting a resolution scheme, may depart from the resolution plan and adopt measures which are not provided for in that plan if the circumstances of the case so warrant. Thus, while the relevant regulatory framework allows the competent resolution authorities, when they decide to place an entity under resolution, to adopt resolution actions which differ from those provided for in the resolution plan if the circumstances so warrant, it must be concluded that the SRB must be able to depart from that plan by taking the view that, on account of the circumstances of the case, it is no longer in the public interest for the entity in question to be placed under resolution.
248    When the SRB assesses whether the conditions for the entity in question to be placed under resolution are satisfied, it must, clearly, take into account the actual and current situation of that entity, without it being obliged, as a matter of principle, to follow the resolution plan drawn up previously and, possibly, in different circumstances. In particular, it must assess whether the public interest justifies the application of resolution action in accordance with point (c) of the first subparagraph of Article 18(1) of Regulation No 806/2014 and in accordance with the criteria set out in Article 18(5) of that regulation.
249    Similarly, as the SRB rightly points out, the relevant legal framework does not provide for or imply that a resolution plan at group level will necessarily lead to a positive public interest assessment for each group entity and to the adoption of a resolution scheme covering all the entities comprising that group. It may be that the circumstances in which the SRB is called upon to assess the public interest condition differ greatly from the circumstances in which the resolution plan was drawn up. That is the case here, since that plan was drawn up without taking account of the geopolitical circumstances arising from the invasion of Ukraine by the Russian Federation, which occurred after the plan in question was drawn up.
250    Recital 44 of Regulation No 806/2014 and recitals 25 and 54 of Directive 2014/59, relied on by the applicant, do not call into question the analysis in paragraphs 247 to 249 above.
251    Recital 44 of Regulation No 806/2014 refers to the content of resolution plans and does not concern the issue relating to the possibility of departing, in a resolution decision, from a resolution plan. Recital 25 of Directive 2014/59 states, inter alia, that planning is an essential component of effective resolution and does not call into question the clear wording of the third paragraph of Article 23 of that regulation. Recital 54 of that directive has, in essence, the same content as that of the third paragraph of Article 23 of that regulation.
252    In the present case, in Decision SRB/EES/2022/20, the SRB explained that the circumstances did not justify placing Sberbank Europe under resolution and concluded that Sberbank Slovenia should be placed under resolution and that the sale-of-business tool should be applied to that institution. The applicant has not put forward any evidence capable of calling into question the SRB’s assessment relating to the change in circumstances justifying the departure from the resolution plan. It seems to argue that, as a matter of principle, the competent resolution authorities must follow that plan. That argument is, however, manifestly incorrect, as is apparent from paragraphs 247 to 251 above.
253    The applicant’s complaint set out in paragraph 235 above and, consequently, the ninth plea in its entirety must therefore be rejected.
The application for the adoption of measures of organisation of procedure or inquiry
254    In point 2 of the reply to the SRB’s defence, the applicant requests that the Court adopt a measure of organisation of procedure or a measure of inquiry ordering the SRB and the Commission, first,
‘to explain their position and state unequivocally whether they accept or deny the existence of decisions of the SRB, … that the applicant’s shares in its Slovenian and Croatian subsidiaries be transferred to other persons’ and, second, ‘to submit the text of the resolution schemes in relation to Sberbank group or Sberbank group entities which the Commission endorsed as well as any documents which are directly or indirectly related thereto.’
255    Furthermore, in point 116 of the reply to the SRB’s defence, the applicant requests that the Court, in the first place, order the ECB, the SRB, the Commission and the Council to produce the full unredacted versions of the FOLTF assessment relating to the applicant, Sberbank Slovenia and Sberbank Croatia.
256    In the second place, the applicant requests that the Court order the defendants to produce the full unredacted text of the documents which the SRB lodged with the Commission and which the Commission endorsed, as well as any potential requests for amendment of the resolution schemes, and the endorsement, if any, by the Commission of the documents concerned.
257    In the third place, the applicant requests that the Court order the defendants to produce ‘the full unredacted text of all related documents which were produced or received in connection with the preparation or implementation of the SRB’s decision with respect to the Sberbank entities’.
258    The applicant’s first request set out in paragraph 254 above is based on a misunderstanding of the arguments of the Commission and the SRB, since those parties did not deny that the applicant would be divested of the shares it held in the capital of Sberbank Slovenia and Sberbank Croatia. That request should therefore be refused.
259    As regards the applicant’s second request set out in paragraph 254 and the request set out in paragraph 255 above, it should be noted that the applicant does not explain how the production of the documents referred to in those requests supports the pleas and arguments relied on by it.
260    As regards the applicant’s requests set out in paragraphs 256 and 257 above, they are not sufficiently precise as regards their purpose.
261    In any event, it must be borne in mind that, as regards the assessment of applications for measures of organisation of procedure or inquiry submitted by a party to a dispute, the Court is the sole judge of any need to supplement the information available to it concerning the cases before it (see judgment of 22 November 2007, Sniace v Commission, C‑260/05 P, EU:C:2007:700, paragraph 77 and the case-law cited).
262    In the present case, having regard to the analysis of the pleas raised by the applicant, the Court considers that the file is complete and that its content enables it to rule on the legality of Decision SRB/EES/2022/20 and Decision 2022/947.
263    In the light of the foregoing considerations, the applications for measures of organisation of procedure or of inquiry are dismissed.
264    It follows from all of the foregoing that the action must be dismissed in its entirety.
Costs
265    Under Article 134(1) of the Rules of Procedure, the unsuccessful party is to be ordered to pay the costs if they have been applied for in the successful party’s pleadings. Since the applicant has been unsuccessful, it must be ordered to bear its own costs and to pay those incurred by the Commission and the SRB, in accordance with the forms of order sought by the latter parties.
266    In accordance with Article 138(1) of the Rules of Procedure, the Parliament, the Council and the ECB are to bear their own costs.
On those grounds,
THE GENERAL COURT (Seventh Chamber)
hereby:
1.      Withdraws from the file the confidential versions of Sberbank Europe AG’s email of 26 February 2022 and Sberbank banka d.d.’s letter of 27 February 2022, which were produced by the Single Resolution Board (SRB) in response to the Court’s orders of 8 April 2025 and 25 February 2025, respectively;
2.      Dismisses the action;
3.      Orders MeSoFa Vermögensverwaltungs AG, formerly Sber Vermögensverwaltungs AG, initially Sberbank Europe AG, to bear its own costs and pay those incurred by the European Commission and the SRB;
4.      Orders the European Parliament, the Council of the European Union and the European Central Bank (ECB) to bear their own costs.
Kowalik-Bańczyk
Buttigieg
Hesse
Delivered in open court in Luxembourg on 26 November 2025.
V. Di Bucci
S. Papasavvas
Registrar
President
Table of contents
Background to the dispute and events subsequent to the bringing of the action
Forms of order sought
Law
Admissibility of the action
Substance
The first plea, alleging that the SRB exceeded its powers
The second plea, alleging infringement of essential procedural requirements
–
The first part, alleging infringement of Article 18(9) of Regulation No 806/2014
–
The second part, alleging infringement of the right to be heard
–
The third part, alleging a failure to state reasons for Decision SRB/EES/2022/20
The third plea, alleging substantive defects and failure to state reasons for the analysis relating to whether Sberbank Slovenia was FOLTF
The fourth plea, alleging infringement of point (b) of the first subparagraph of Article 18(1) of Regulation No 806/2014
The fifth plea, alleging infringement of the obligation to choose the least burdensome resolution tool
The sixth and eighth pleas, alleging breach of the procedural and substantive rules relating to the sale-of-business tool applied in the present case to Sberbank Slovenia
–
The first part, alleging breach of the procedural and substantive rules relating to provisional valuations 1 and 2 carried out by the SRB
–
The second part, alleging breach of the procedural and substantive rules relating to the procedure for the transfer of the shares in Sberbank Slovenia
The seventh plea, alleging infringement of the principle of proportionality and a manifest error of assessment concerning the existence of possible alternative solutions
The ninth plea, alleging an error of law and a failure to state reasons concerning the fact that Decision SRB/EES/2022/20 differs from the resolution plan
The application for the adoption of measures of organisation of procedure or inquiry
Costs
*      Language of the case: English.