JUDGMENT OF THE GENERAL COURT (First Chamber)
26 November 2025 (*)
( Common foreign and security policy – Restrictive measures taken in respect of actions undermining or threatening the territorial integrity, sovereignty and independence of Ukraine – Freezing of funds – List of persons, entities and bodies subject to the freezing of funds and economic resources – Maintenance of the applicant’s name on the list – Concept of ‘association’ – Article 2(1), in fine, of Decision 2014/145/CFSP – Article 3(1), in fine, of Regulation (EU) No 269/2014 – Obligation to state reasons – Rights of the defence – Error of assessment – Proportionality – Plea of illegality )
In Case T‑607/24,
SBK Art OOO, established in Moscow (Russia), represented by G. Lansky and P. Goeth, lawyers,
applicant,
v
Council of the European Union, represented by N. Brzezinski and A. Boggio-Tomasaz, acting as Agents,
defendant,
supported by
Republic of Croatia, represented by G. Vidović Mesarek, acting as Agent,
by
Kingdom of the Netherlands, represented by C. Schillemans, A. Hanje, M. Bulterman and E. Besselink, acting as Agents,
and by
European Commission, represented by M. Carpus-Carcea and L. Puccio, acting as Agents,
interveners,
THE GENERAL COURT (First Chamber),
composed, at the time of the deliberations, of M. Brkan (Rapporteur), acting as President, I. Gâlea and T. Tóth, Judges,
Registrar: V. Di Bucci,
having regard to the written part of the procedure,
having regard to the fact that no request for a hearing was submitted by the parties within three weeks after service of notification of the close of the written part of the procedure, and having decided to rule on the action without an oral part of the procedure, pursuant to Article 106(3) of the Rules of Procedure of the General Court,
gives the following
Judgment
1        By its action under Article 263 TFEU, the applicant, SBK Art OOO, seeks annulment of, first, Council Decision (CFSP) 2024/2456 of 12 September 2024 amending Decision 2014/145/CFSP concerning restrictive measures in respect of actions undermining or threatening the territorial integrity, sovereignty and independence of Ukraine (OJ L, 2024/2456) and Council Implementing Regulation (EU) 2024/2455 of 12 September 2024 implementing Regulation (EU) No 269/2014 concerning restrictive measures in respect of actions undermining or threatening the territorial integrity, sovereignty and independence of Ukraine (OJ L, 2024/2455) (together, ‘the September 2024 maintaining acts’) and, secondly, Council Decision (CFSP) 2025/528 of 14 March 2025 amending Decision 2014/145/CFSP concerning restrictive measures in respect of actions undermining or threatening the territorial integrity, sovereignty and independence of Ukraine (OJ L, 2025/528) and Council Implementing Regulation (EU) 2025/527 of 14 March 2025 implementing Regulation (EU) No 269/2014 concerning restrictive measures in respect of actions undermining or threatening the territorial integrity, sovereignty and independence of Ukraine (OJ L, 2025/527), in so far as all of those acts (together, ‘the contested acts’) concern the applicant.
Background to the dispute and events subsequent to the bringing of the action
2        The applicant is a limited liability company governed by Russian law.
3        The present case has been brought in connection with the restrictive measures adopted by the European Union in respect of actions undermining or threatening the territorial integrity, sovereignty and independence of Ukraine.
4        On 17 March 2014, the Council of the European Union adopted, under Article 29 TEU, Decision 2014/145/CFSP concerning restrictive measures in respect of actions undermining or threatening the territorial integrity, sovereignty and independence of Ukraine (OJ 2014 L 78, p. 16). That same day, the Council adopted, under Article 215 TFEU, Regulation (EU) No 269/2014 concerning restrictive measures in respect of actions undermining or threatening the territorial integrity, sovereignty and independence of Ukraine (OJ 2014 L 78, p. 6).
5        On 25 February 2022, in view of the gravity of the situation in Ukraine, the Council adopted Decision (CFSP) 2022/329 amending Decision 2014/145 (OJ 2022 L 50, p. 1) and Regulation (EU) 2022/330 amending Regulation No 269/2014 (OJ 2022 L 51, p. 1), in order, inter alia, to amend the criteria pursuant to which natural or legal persons, entities or bodies could be subject to the restrictive measures at issue.
6        Article 2(1) and (2) of Decision 2014/145, as amended by Decision 2022/329, provides as follows:
‘1.      All funds and economic resources belonging to, or owned, held or controlled by:
…
(f)      natural or legal persons, entities or bodies supporting, materially or financially, or benefitting from the Government of the Russian Federation, which is responsible for the annexation of Crimea and the destabilisation of Ukraine; or
(g)      leading businesspersons or legal persons, entities or bodies involved in economic sectors providing a substantial source of revenue to the Government of the Russian Federation, which is responsible for the annexation of Crimea and the destabilisation of Ukraine,
and natural or legal persons, entities or bodies associated with them, as listed in the Annex, shall be frozen.
2.      No funds or economic resources shall be made available, directly or indirectly, to or for the benefit of natural or legal persons, entities or bodies listed in the Annex.’
7        The detailed rules for the freezing of those funds are set out in the subsequent paragraphs of Article 2 of Decision 2014/145, as amended by Decision 2022/329.
8        Regulation No 269/2014, as amended by Regulation 2022/330, required the adoption of measures to freeze funds and laid down the detailed rules governing that freezing in terms essentially identical to those of Decision 2014/145, as amended by Decision 2022/329. Article 3(1)(a) to (g) of that regulation largely reproduces Article 2(1)(a) to (g) of that decision.
9        On 21 July 2022, the Council adopted Decision (CFSP) 2022/1272 amending Decision 2014/145 (OJ 2022 L 193, p. 219) and Implementing Regulation (EU) 2022/1270 implementing Regulation No 269/2014 (OJ 2022 L 193, p. 133) by which the name of the company Sberbank was added to the list annexed to Decision 2014/145, as amended by Decision 2022/329, and to the list set out in Annex I to Regulation No 269/2014, as amended by Regulation 2022/330 (‘the lists at issue’).
10      On 16 December 2022, the Council adopted Decision (CFSP) 2022/2477 amending Decision 2014/145 (OJ 2022 L 322 I, p. 466) and Implementing Regulation (EU) 2022/2476 implementing Regulation (EU) No 269/2014 (OJ 2022 L 322 I, p. 318) (‘the initial acts’), by which the applicant’s name was added to the lists at issue on the following grounds:
‘[The applicant] is a company in the Russian Federation associated with Sberbank. [The applicant] was established as a subsidiary of Sberbank before it was listed, for the purpose of holding Sberbank’s interests in the Fortenova group. Sberbank retains effective control over [the applicant] notwithstanding the purported transfer of its shares to a businessman in the United Arab Emirates.
[The applicant] is therefore associated with Sberbank, which is listed as an entity financially supporting the Government of the Russian Federation and as an entity involved in an economic sector providing a substantial source of revenue to it.’
11      On 19 December 2022, the Council published a notice in the Official Journal of the European Union for the attention of the persons, entities and bodies subject to the restrictive measures provided for in Decision 2014/145, as amended by Decision 2022/2477, and Regulation No 269/2014, as implemented by Implementing Regulation 2022/2476 (OJ 2022 C 481 I, p. 1). That notice stated, inter alia, that the persons concerned could submit a request to the Council, together with supporting documentation, asking that the decision to include their names on the lists at issue be reconsidered.
12      By letter of 21 December 2022, the applicant asked the Council for a copy of the file on which it had based its decision to include the applicant’s name on the lists at issue.
13      On 11 January 2023, the Council sent the applicant the information included in the file bearing the reference WK 17709/2022 INIT, dated 15 December 2022, containing the evidence concerning the applicant (‘the first WK file’).
14      On 6 February 2023, the Council sent the applicant the file bearing the reference WK 17709/2022 ADD 1 dated 25 January 2023 (‘the second WK file’) and the file bearing the reference WK 1325/23 INIT dated 30 January 2023 (‘the third WK file’).
15      On 13 March 2023, the Council adopted Decision (CFSP) 2023/572 amending Decision 2014/145 (OJ 2023 L 75 I, p. 134) and Implementing Regulation (EU) 2023/571 implementing Regulation No 269/2014 (OJ 2023 L 75 I, p. 1) (together, ‘the March 2023 maintaining acts’), extending the restrictive measures against the applicant until 15 September 2023 on the same grounds as those set out in paragraph 10 above.
16      On 5 June 2023, the Council adopted Decision (CFSP) 2023/1094 amending Decision 2014/145 (OJ 2023 L 146, p. 20) and Regulation (EU) 2023/1089 amending Regulation No 269/2014 (OJ 2023 L 146, p. 1), in order, inter alia, to amend the criteria pursuant to which natural or legal persons, entities or bodies could be subject to the restrictive measures at issue.
17      Article 2(1) and (2) of Decision 2014/145, in the version amended by Decision 2023/1094 (‘Decision 2014/145, as amended’), provides:
‘1.      All funds and economic resources belonging to, or owned, held or controlled by:
…
(f)      natural or legal persons, entities or bodies supporting, materially or financially, or benefitting from the Government of the Russian Federation, which is responsible for the annexation of Crimea and the destabilisation of Ukraine; or
(g)      leading businesspersons operating in Russia and their immediate family members, or other natural persons, benefitting from them, or businesspersons, legal persons, entities or bodies involved in economic sectors providing a substantial source of revenue to the Government of the Russian Federation, which is responsible for the annexation of Crimea and the destabilisation of Ukraine; or
…
and natural or legal persons, entities or bodies associated with them, as listed in the Annex, shall be frozen.
2.      No funds or economic resources shall be made available, directly or indirectly, to or for the benefit of natural or legal persons, entities or bodies listed in the Annex.’
18      Regulation No 269/2014 as amended by Regulation 2023/1089 (‘Regulation No 269/2014, as amended’) requires the adoption of measures to freeze funds and lays down the detailed rules governing that freezing in terms essentially identical to those of Decision 2014/145, as amended.
19      On 13 September 2023, the Council adopted Decision (CFSP) 2023/1767 amending Decision 2014/145 (OJ 2023 L 226, p. 104) and Implementing Regulation (EU) 2023/1765 implementing Regulation No 269/2014 (OJ 2023 L 226, p. 3) (together, ‘the September 2023 maintaining acts’), extending the restrictive measures against the applicant until 15 March 2024 on the same grounds as those set out in paragraph 10 above.
20      On 12 March 2024, the Council adopted Decision (CFSP) 2024/847 amending Decision 2014/145 (OJ L, 2024/847) and Implementing Regulation (EU) 2024/849 implementing Regulation No 269/2014 (OJ L, 2024/849) (together, ‘the March 2024 maintaining acts’), extending the restrictive measures against the applicant until 15 September 2024 on the same grounds as those set out in paragraph 10 above.
21      By application lodged at the Registry of the General Court on 26 February 2023, the applicant brought an action, under Article 263 TFEU, for annulment of the initial acts and, following the modification of its form of order, for annulment of the March 2023 maintaining acts, the September 2023 maintaining acts and the March 2024 maintaining acts. By judgment of 30 April 2025, SBK Art v Council (T‑102/23, under appeal, EU:T:2025:416), the Court dismissed the action in its entirety.
22      On 12 September 2024, the Council adopted the September 2024 maintaining acts, extending the restrictive measures against the applicant until 15 March 2025 on the same grounds as those set out in paragraph 10 above.
23      On 14 March 2025, the Council adopted Decision 2025/528 and Implementing Regulation 2025/527, extending the restrictive measures against the applicant until 15 September 2025 on the same grounds as those set out in paragraph 10 above.
Forms of order sought
24      The applicant claims, in the final form of its pleadings, that the Court should:
–        annul the contested acts in so far as they concern it;
–        order the Council to pay the costs.
25      The Council, supported by the Republic of Croatia and the European Commission, contends that the Court should:
–        dismiss the action;
–        order the applicant to pay the costs.
26      The Kingdom of the Netherlands contends that the action should be dismissed.
Law
27      In support of its action, the applicant essentially puts forward five pleas in law alleging that certain legal provisions are unlawful, breach of the right to be heard, error of assessment, breach of the principle of proportionality and infringement of the obligation to state reasons.
Plea in law alleging that certain legal provisions are unlawful
28      The applicant raises, on the basis of Article 277 TFEU, a plea of illegality in respect of (i) Article 2(1), in fine, of Decision 2014/145, as amended, and Article 3(1), in fine, of Regulation No 269/2014, as amended, concerning persons associated with a person subject to restrictive measures under Article 2(1) of Decision 2014/145, as amended, and Article 3(1) of Regulation No 269/2014, as amended (‘the association criterion’); (ii) Article 2(1)(f) and Article 3(1)(f) of Decision 2014/145, as amended (‘criterion (f)’); and (iii) Article 2(1)(g) of Decision 2014/145, as amended, and Article 3(1)(g) of Regulation No 269/2014, as amended (‘criterion (g)’).
29      The applicant submits that the association criterion, in conjunction with criteria (f) and (g), is not consistent with the objectives of Article 21 TEU and of Article 215 TFEU and is contrary to the principle of legal certainty in so far as it allows the Council to include on the lists at issue the names of persons who have no links with the regime targeted by the restrictive measures at issue. Specifically, the applicant challenges the vagueness and the broad scope of the association criterion and criteria (f) and (g), which it claims confers unlimited and arbitrary discretion on the Council and allows it to include the names of any person on the lists at issue.
30      The Council, supported by the Republic of Croatia, the Kingdom of the Netherlands and the Commission, disputes the applicant’s arguments.
Preliminary observations
31      Under Article 277 TFEU, any party may, in proceedings in which an act of general application adopted by an institution, body, office or agency of the European Union is at issue, plead the grounds specified in the second paragraph of Article 263 TFEU in order to invoke before the Court of Justice of the European Union the inapplicability of that act.
32      Article 277 TFEU gives expression to the general principle conferring upon any party to proceedings the right to challenge indirectly, in seeking annulment of an act against which it can bring an action, the validity of previous acts of the institutions which form the legal basis of the contested act, if that party was not entitled under Article 263 TFEU to bring a direct action challenging those acts by which it was thus affected without having been in a position to ask that they be annulled. The general act claimed to be illegal must be applicable, directly or indirectly, to the issue with which the action is concerned and there must be a direct legal connection between the contested individual decision and the general act in question (see judgment of 17 February 2017, Islamic Republic of Iran Shipping Lines and Others v Council, T‑14/14 and T‑87/14, EU:T:2017:102, paragraph 55 and the case-law cited).
33      It is settled case-law that the Courts of the European Union must, in accordance with the powers conferred on them under the TFEU, ensure the review, in principle the full review, of the lawfulness of all EU acts in the light of the fundamental rights forming an integral part of the EU legal order, which includes in particular respect for the rights of the defence and the right to effective judicial protection (see, to that effect, judgments of 3 September 2008, Kadi and Al Barakaat International Foundation v Council and Commission, C‑402/05 P and C‑415/05 P, EU:C:2008:461, paragraph 326, and of 18 July 2013, Commission and Others v Kadi, C‑584/10 P, C‑593/10 P and C‑595/10 P, EU:C:2013:518, paragraphs 97 and 98).
34      However, the Council enjoys a broad discretion as regards the general and abstract definition of the legal criteria and procedures for adopting restrictive measures (see, to that effect, judgment of 21 April 2015, Anbouba v Council, C‑605/13 P, EU:C:2015:248, paragraph 41 and the case-law cited). Consequently, rules of general application defining those criteria and procedures, such as the provisions of the acts laying down the criteria for including and maintaining a person’s name on the lists at issue, referred to in the present plea in law, are subject to a limited judicial review, restricted to checking that the rules governing procedure and the statement of reasons have been complied with, that the facts are materially accurate, that there has been no error in law and that there has been no manifest error of assessment of the facts or misuse of power (see judgment of 15 November 2023, OT v Council, T‑193/22, EU:T:2023:716, paragraph 35 and the case-law cited).
Plea of illegality in respect of criteria (f) and (g)
35      It is apparent from the statement of reasons for the contested acts that the applicant’s name was maintained on the lists at issue on the basis of the association criterion. By contrast, it is not apparent from that statement of reasons that the applicant’s name was maintained on the lists at issue on the basis of criteria (f) and (g).
36      It follows that the contested acts were not adopted under the provisions of Decision 2014/145, as amended, and of Regulation No 269/2014, as amended, laying down criteria (f) and (g). Therefore, there is no direct legal connection, within the meaning of the case-law cited in paragraph 32 above, between those provisions, against which the plea of illegality is directed, and the contested acts.
37      Accordingly, the plea of illegality must be rejected as inadmissible in so far as it relates to the provisions, referred to in paragraph 28 above, of Decision 2014/145, as amended, and of Regulation No 269/2014, as amended, laying down criteria (f) and (g).
Plea of illegality in respect of the association criterion
38      The applicant claims that the association criterion is not consistent with Article 21 TEU or Article 215 TFEU and infringes the principle of legal certainty.
39      In the first place, the principle of legal certainty requires that EU legislation be clear and precise and its application foreseeable by those subject to it (see judgment of 15 November 2023, OT v Council, T‑193/22, EU:T:2023:716, paragraph 42 and the case-law cited).
40      In that regard, it has been held that although the broad wording of the association criterion confers a discretion on the Council, that discretion is neither arbitrary nor incompatible with the principle of legal certainty. Indeed, the association criterion limits the Council’s discretion by establishing objective criteria which ensure the degree of foreseeability required by EU law and observance of the principle of legal certainty (see, to that effect, judgment of 6 September 2023, Pumpyanskiy v Council, T‑291/22, not published, EU:T:2023:499, paragraphs 120 to 126).
41      In the second place, the applicant raises a plea alleging infringement of Article 215 TFEU in so far as there is no sufficient link between the persons subject to restrictive measures and the third country in question, and relies, inter alia, on the judgment of 13 March 2012, Tay Za v Council (C‑376/10 P, EU:C:2012:138, paragraphs 64 and 68). However, it must be stated that the decision cited by the applicant does not relate to Article 215 TFEU, but to Articles 60 and 301 EC.
42      It is apparent from the case-law that, as a result of the amendments made to primary law after the Treaty of Lisbon entered into force on 1 December 2009, the content of Article 60 EC, relating to restrictive measures with regard to capital movements and payments, and Article 301 EC, concerning the interruption or reduction, in part or completely, of economic relations with one or more third countries, is mirrored in Article 215 TFEU. Article 215(2) TFEU allows the Council to adopt restrictive measures against natural or legal persons and groups or non-State entities, namely, measures that, before the Treaty of Lisbon entered into force, required Article 308 EC too to be included in their legal basis if their addressees were not linked to the governing regime of a third country (judgment of 19 July 2012, Parliament v Council, C‑130/10, EU:C:2012:472, paragraphs 51 and 53).
43      It follows that the applicant’s argument alleging infringement of Article 215 TFEU must be rejected.
44      In the third place, the association criterion does not require there to be a direct link between the person covered by that criterion and the situation in Ukraine (see, to that effect, judgment of 11 September 2024, Ezubov v Council, T‑741/22, not published, EU:T:2024:605, paragraph 120).
45      The not insignificant danger that a person subject to restrictive measures may, in order to circumvent those measures, exploit his or her link with the persons associated with him or her so as to exert pressure on those persons explains why it is possible to impose restrictive measures in such a situation (see judgment of 11 September 2024, Ezubov v Council, T‑741/22, not published, EU:T:2024:605, paragraph 121 and the case-law cited).
46      Consequently, that criterion contributes to ensuring the effectiveness of the restrictive measures and therefore to exerting pressure on the Russian authorities so that they bring an end to their actions and policies destabilising Ukraine and to the military aggression against Ukraine.
47      It follows that the association criterion and the restrictive measures taken on the basis of it are consistent with the objective, referred to in Article 21(2)(c) TEU, of preserving peace, preventing conflicts and strengthening international security, in accordance with the purposes and principles of the United Nations Charter, signed in San Francisco (United States) on 26 June 1945 (see, to that effect, judgment of 15 November 2023, OT v Council, T‑193/22, EU:T:2023:716, paragraph 46).
48      The applicant’s argument concerning the lack of any link between the situation in Ukraine and the legal persons subject to the restrictive measures at issue must therefore be rejected.
49      It follows that the plea of illegality raised by the applicant must be dismissed.
Plea in law alleging infringement of the obligation to state reasons
50      The applicant submits that the Council failed to provide sufficient or appropriate reasons for maintaining its name on the lists at issue, in breach of the second paragraph of Article 296 TFEU and Article 41(2)(c) of the Charter of Fundamental Rights of the European Union (‘the Charter’).
51      First, the applicant argues that the context of the contested acts did not enable it to understand the scope of the measure taken against it. According to the applicant, it could not have foreseen that the Council would claim that it was ‘controlled by Sberbank’ when it had been sold by Sberbank to a new owner.
52      Secondly, the applicant claims that the assertion that it remains under Sberbank’s effective control is not detailed enough, irrespective of the fact that it is untrue, even though the Council could actually have provided a more precise statement of reasons.
53      The Council, supported by the Republic of Croatia, the Kingdom of the Netherlands and the Commission, disputes the applicant’s arguments.
54      It should be borne in mind that the statement of reasons required by Article 296 TFEU must disclose in a clear and unequivocal fashion the reasoning followed by the institution which adopted the act in such a way as to enable the persons concerned to ascertain the reasons for the measures for the purpose of assessing whether they are well founded and to enable the court having jurisdiction to exercise its power of review (judgment of 15 November 2012, Council v Bamba, C‑417/11 P, EU:C:2012:718, paragraph 50; see also judgment of 22 April 2021, Council v PKK, C‑46/19 P, EU:C:2021:316, paragraph 47 and the case-law cited).
55      The statement of reasons required by Article 296 TFEU must be appropriate to the act at issue and the context in which it was adopted. The requirements to be satisfied by the statement of reasons depend on the circumstances of each case, in particular the content of that act, the nature of the reasons given and the interest which the addressees of the act, or other parties to whom it is of direct and individual concern, may have in obtaining explanations. In particular, it is not necessary for the reasoning to go into all the relevant facts and points of law or to provide a detailed answer to the considerations set out by the person concerned when consulted prior to the adoption of that act, 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. Consequently, the reasons given for an act adversely affecting a person are sufficient if that act 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 (judgment of 15 November 2012, Council v Bamba, C‑417/11 P, EU:C:2012:718, paragraphs 53 and 54; see also judgment of 22 April 2021, Council v PKK, C‑46/19 P, EU:C:2021:316, paragraph 48 and the case-law cited).
56      In addition, it has been made clear in the case-law that the statement of reasons for an act of the Council imposing a restrictive measure must not only identify the legal basis for that measure but also the actual and specific reasons why the Council considered, in the exercise of its discretion, that such a measure had to be adopted in respect of the person concerned (see judgment of 27 July 2022, RT France v Council, T‑125/22, EU:T:2022:483, paragraph 105 and the case-law cited).
57      It should also be noted that the obligation to state reasons laid down in Article 296 TFEU is an essential procedural requirement, as distinct from the question whether the reasoning is well founded, which goes to the substantive legality of the contested act (see, to that effect, judgment of 2 April 1998, Commission v Sytraval and Brink’s France, C‑367/95 P, EU:C:1998:154, paragraph 67). 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, the latter 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 (judgment of 10 July 2008, Bertelsmann and Sony Corporation of America v Impala, C‑413/06 P, EU:C:2008:392, paragraph 181).
58      In the present case, first, it should be noted that the general context which led the Council to adopt the restrictive measures at issue is clearly set out in the recitals of the contested acts, which refer, in particular, to the Russian Federation’s war of aggression against Ukraine and its illegal actions which continue to violate fundamental rules of international law. Similarly, the foundations in law on the basis of which those acts were adopted, namely Article 29 TEU and Article 215 TFEU, are clearly stated, in particular in Decision 2014/145 and Regulation No 269/2014.
59      Secondly, the grounds of the contested acts in respect of the applicant are those set out in paragraph 10 above. Contrary to what the applicant claims, it must be held that, in the light of their wording, the grounds are sufficiently clear and precise to enable it to understand the reasons why its name was included, and then maintained, on the lists at issue. In particular, it follows from that statement of reasons that, in the contested acts, the Council maintained the applicant’s name on the lists at issue on the basis of the association criterion.
60      It is readily apparent from the statement of reasons for the contested acts that the applicant’s name was maintained on the lists at issue because it ‘is … associated with Sberbank’, in that Sberbank retains effective control over it notwithstanding the purported transfer of its shares to a businessman from the United Arab Emirates. By using the words ‘purported transfer’, the grounds make it clear that the Council casts doubt on the sale of the applicant to an Emirati businessman.
61      Thirdly, the Court rejects the applicant’s arguments that the Council did not adequately explain how it is still under Sberbank’s control, an assertion which the applicant contends is incorrect. In so far as those arguments go to the substance of the claims contained in the grounds for maintaining the applicant’s name on the lists at issue, they are actually concerned with an error of assessment, not an infringement of the obligation to state reasons, and will be examined in the context of the plea alleging error of assessment.
62      Therefore, it follows from the statement of reasons for the contested acts that the actual and specific reasons which led the Council to maintain the applicant’s name on the lists at issue are set out in a sufficiently clear manner to enable the applicant to understand those reasons and the Court to exercise its power of review in that regard.
63      It is apparent from the foregoing considerations that the plea in law alleging infringement of the obligation to state reasons must be dismissed.
Plea in law alleging breach of the right to be heard
64      The applicant claims infringement of Article 41 of the Charter and, in particular, breach of the right to be heard. It argues that a decision to maintain a person’s name on the lists at issue must be preceded by disclosure of the incriminating evidence and by affording the person concerned an opportunity to be heard. However, the Council failed to contact it before adopting the contested acts, maintaining its name on the lists at issue.
65      The applicant disputes the Council’s position that nothing new had arisen in relation to it and states that its squeezing out from the Fortenova Group was completed only shortly before the adoption of the September 2024 maintaining acts.
66      The Council, supported by the Republic of Croatia, the Kingdom of the Netherlands and the Commission, disputes the applicant’s arguments.
67      It should be recalled that the right to be heard in all proceedings, laid down in Article 41(2)(a) of the Charter, which is inherent in respect for the rights of the defence, guarantees every person the opportunity to make known his or her views effectively during an administrative procedure and before the adoption of a decision in relation to that person that is liable to affect his or her interests adversely (see judgment of 27 July 2022, RT France v Council, T‑125/22, EU:T:2022:483, paragraph 75 and the case-law cited).
68      In proceedings relating to the adoption of the decision to include a person’s name on a list contained in the annex to an act imposing restrictive measures, respect for the rights of the defence requires that the competent EU authority disclose to the person concerned the grounds and the evidence against that person on which that authority proposes to base its decision. When that disclosure takes place, the competent EU authority must ensure that that person is placed in a position in which he or she may effectively make known his or her views on the grounds advanced against him or her (see, to that effect, judgment of 18 July 2013, Commission and Others v Kadi, C‑584/10 P, C‑593/10 P and C‑595/10 P, EU:C:2013:518, paragraphs 111 and 112).
69      Article 52(1) of the Charter nevertheless allows limitations on the exercise of the rights enshrined in the Charter, subject to the conditions that the limitation concerned respects the essence of the fundamental right in question and, subject to the principle of proportionality, that it is necessary and genuinely meets objectives of general interest recognised by the European Union (see judgment of 18 July 2013, Commission and Others v Kadi, C‑584/10 P, C‑593/10 P and C‑595/10 P, EU:C:2013:518, paragraph 101 and the case-law cited).
70      In that regard, the Court of Justice has held on a number of occasions that the rights of the defence might be subject to limitations or derogations, including in the sphere of the restrictive measures adopted in the context of the common foreign and security policy (CFSP) (see, to that effect, judgment of 21 December 2011, France v People’s Mojahedin Organization of Iran, C‑27/09 P, EU:C:2011:853, paragraph 67 and the case-law cited).
71      Further, the question whether there is a breach of the rights of the defence must be examined by reference to the specific circumstances of each particular case, including the nature of the act at issue, the context of its adoption and the legal rules governing the matter in question (see judgment of 18 July 2013, Commission and Others v Kadi, C‑584/10 P, C‑593/10 P and C‑595/10 P, EU:C:2013:518, paragraph 102 and the case-law cited).
72      In relation to decisions maintaining restrictive measures against a person already subject to such measures, the Council is required to disclose to that person the evidence available to it and relied on as the basis of its decision, and must ensure that that person is placed in a position in which he or she may effectively make known his or her views on the grounds advanced against him or her before that decision is adopted. Compliance with that dual procedural obligation must precede the adoption of that decision (see, to that effect, judgments of 21 December 2011, France v People’s Mojahedin Organization of Iran, C‑27/09 P, EU:C:2011:853, paragraph 62 and the case-law cited, and of 18 July 2013, Commission and Others v Kadi, C‑584/10 P, C‑593/10 P and C‑595/10 P, EU:C:2013:518, paragraphs 111 to 113 and the case-law cited).
73      However, it should be observed that the right to be heard prior to the adoption of acts which maintain restrictive measures against persons already subject to those measures applies where the Council has admitted new evidence against those persons and not where those measures are maintained on the basis of the same grounds as those that justified the adoption of the initial act imposing the restrictive measures in question (judgments of 28 July 2016, Tomana and Others v Council and Commission, C‑330/15 P, not published, EU:C:2016:601, paragraph 67, and of 7 June 2023, Shakutin v Council, T‑141/21, not published, EU:T:2023:303, paragraph 74).
74      Where the maintenance of the name of the person or entity concerned on a list of persons or entities subject to restrictive measures is based on the same grounds as those which justified the adoption of the initial act without any new evidence being admitted in that person or entity’s regard, the Council is not required, in order to respect that person or entity’s right to be heard, to disclose to him, her or it the incriminating evidence again (judgment of 22 June 2022, Haswani v Council, T‑479/21, not published, EU:T:2022:383, paragraph 85; see also, to that effect, judgment of 7 April 2016, Central Bank of Iran v Council, C‑266/15 P, EU:C:2016:208, paragraphs 32 and 33).
75      In the present case, it is apparent from paragraphs 22 and 23 above that the contested acts maintained the applicant’s name on the lists at issue on the same grounds as those stated in the initial acts, the March 2023 maintaining acts, the September 2023 maintaining acts and the March 2024 maintaining acts. In addition, it should be observed that the Council has not produced any new incriminating evidence to supplement the documentary basis for maintaining the applicant’s name on the lists at issue. Therefore, in accordance with the case-law cited in paragraphs 73 and 74 above, the Council was not required, in order to respect the applicant’s right to be heard, to disclose the same incriminating evidence to it again and to hear it before adopting the contested acts.
76      In that regard, the alleged squeezing out of the applicant from the Fortenova Group does not constitute new incriminating evidence within the meaning of the case-law cited in paragraph 74 above, since it is not a factor on which the Council relied in the grounds of the contested acts justifying the maintenance of the applicant’s name on the lists at issue.
77      In the light of all of the foregoing considerations, the plea in law alleging breach of the right to be heard must be dismissed.
Plea in law alleging error of assessment
Preliminary observations
78      As a preliminary point, while it is true that the Council has a degree of discretion to determine on a case-by-case basis whether the legal criteria on which the restrictive measures at issue are based are met, the fact remains that the Courts of the European Union must ensure the review, in principle the full review, of the lawfulness of all EU acts (see, to that effect, judgments of 3 July 2014, National Iranian Tanker Company v Council, T‑565/12, EU:T:2014:608, paragraphs 54 and 55, and of 26 October 2022, Ovsyannikov v Council, T‑714/20, not published, EU:T:2022:674, paragraph 61 and the case-law cited).
79      Moreover, it must be noted that the effectiveness of the judicial review guaranteed by Article 47 of the Charter requires, inter alia, that the Courts of the European Union ensure that the decision by which restrictive measures were adopted or maintained, which affects the person or entity concerned individually, was taken on a sufficiently solid factual basis. That entails a verification of the factual allegations in the summary of reasons underpinning that decision, with the consequence that judicial review cannot be restricted to an assessment of the cogency in the abstract of the reasons relied on, but must concern whether those reasons – or, at the very least, one of those reasons deemed sufficient in itself to support that decision – are substantiated (judgments of 18 July 2013, Commission and Others v Kadi, C‑584/10 P, C‑593/10 P and C‑595/10 P, EU:C:2013:518, paragraph 119, and of 5 November 2014, Mayaleh v Council, T‑307/12 and T‑408/13, EU:T:2014:926, paragraph 128).
80      That assessment must be carried out by examining the evidence and information not in isolation but in their context. The Council discharges the burden of proof borne by it if it presents to the Courts of the European Union a sufficiently specific, precise and consistent body of evidence to establish that there is a sufficient link between the entity subject to a measure freezing its funds and the regime or, in general, the situations, being combated (see judgment of 20 July 2017, Badica and Kardiam v Council, T‑619/15, EU:T:2017:532, paragraph 99 and the case-law cited).
81      It is the task of the competent EU authority to establish, in the event of challenge, that the reasons relied on against the person concerned are well founded, and not the task of that person to adduce evidence of the negative, that those reasons are not well founded. It is necessary that the information or evidence produced should support the reasons relied on against the person concerned (judgments of 18 July 2013, Commission and Others v Kadi, C‑584/10 P, C‑593/10 P and C‑595/10 P, EU:C:2013:518, paragraphs 121 and 122, and of 3 July 2014, National Iranian Tanker Company v Council, T‑565/12, EU:T:2014:608, paragraph 57).
82      In that regard, the Court points out that the context of the measures at issue must be taken into account and the standard of proof which may be required of the Council must be adapted in the light of the difficulty of obtaining evidence and objective information (see judgment of 1 June 2022, Prigozhin v Council, T‑723/20, not published, EU:T:2022:317, paragraph 102 and the case-law cited).
83      It should also be noted that the activity of the Courts of the European Union is governed by the principle of the unfettered assessment of the evidence, and it is only the reliability of the evidence before the Court which is decisive when it comes to the assessment of its value. In order to assess the probative value of a document, regard should be had to the credibility of the account it contains and, in particular, to the person from whom the document originates, the circumstances in which it came into being, the person to whom it was addressed and whether, on its face, the document appears to be sound and reliable (see judgment of 31 May 2018, Kaddour v Council, T‑461/16, EU:T:2018:316, paragraph 107 and the case-law cited).
84      Moreover, it should be borne in mind that restrictive measures are measures of a precautionary and, by definition, provisional nature, the validity of which always depends on whether the factual and legal circumstances which led to their adoption continue to apply and on the need to persist with them in order to achieve their objective. It is thus for the Council, in the course of its periodic review of those restrictive measures, to conduct an updated assessment of the situation and to appraise the impact of such measures, in order to determine whether they have made it possible to attain the objectives pursued by the initial inclusion of the names of the persons and entities concerned on the lists at issue or whether the same conclusion in respect of those persons and entities can still be drawn (judgment of 12 February 2020, Amisi Kumba v Council, T‑163/18, EU:T:2020:57, paragraphs 58 and 59).
85      Lastly, the Court recalls that, in accordance with settled case-law, the legality of an EU act must be assessed on the basis of the facts and the law as they stood at the time when the act was adopted (see judgments of 3 September 2015, Inuit Tapiriit Kanatami and Others v Commission, C‑398/13 P, EU:C:2015:535, paragraph 22 and the case-law cited, and of 4 September 2015, NIOC and Others v Council, T‑577/12, not published, EU:T:2015:596, paragraph 112 and the case-law cited).
86      It is in the light of those considerations that it is necessary to ascertain whether the Council committed errors of assessment in deciding to maintain the applicant’s name on the lists at issue.
87      In the present case, it should be observed that, in order to justify the maintenance of the applicant’s name on the lists at issue, the Council relied on the evidence contained in the first WK file and in the second and third WK files.
88      The first WK file contains the following evidence:
–        a judgment of the rechtbank Amsterdam (District Court, Amsterdam, Netherlands) dated 6 September 2022 (exhibit No 1);
–        a document from Kroll Issuer Services Ltd dated 5 April 2022 (exhibit No 2);
–        a screenshot from the website of the Fortenova Group (exhibit No 3);
–        an extract from the Russian Unified State Register of Legal Entities dated 14 September 2022 (exhibit No 4);
–        an extract from the Russian Unified State Register of Legal Entities dated 3 November 2022 (exhibit No 5);
–        an article from the news agency Reuters published on 3 November 2022 (exhibit No 6);
–        a press article from Euractiv published on 8 November 2022 (exhibit No 7);
–        a press article from Bloomberg News published on 21 November 2022 (exhibit No 8);
–        a press release published on the website of the Fortenova Group on 12 March 2021 (exhibit No 9);
–        a screenshot from the website of the Fortenova Group (exhibit No 10);
–        a screenshot from the website of the GFC Media Group (exhibit No 11);
–        an article from the newspaper Večernji list published on 8 November 2022 (exhibit No 12).
89      The first WK file also contains several documents grouped under the heading ‘Further exhibits’ containing the following:
–        pleadings lodged in proceedings between an Emirati investor and, inter alia, the Fortenova Group before the rechtbank Amsterdam (District Court, Amsterdam) and the annexes thereto, namely a letter from the Croatian Ministry of Foreign and European Affairs dated 25 November 2022, an extract from the Russian Unified State Register of Legal Entities concerning the applicant dated 31 October 2022, a receipt dated 31 October 2022 recording a payment made to Sberbank by the special purpose vehicle used by the Emirati investor, an extract from the Russian Unified State Register of Legal Entities concerning that special purpose vehicle dated 22 November 2022, a statement by the Emirati investor dated 22 November 2022, a letter from the Fortenova Group to the applicant dated 22 November 2022, and the 2021 annual report of Fortenova Group TopCo;
–        an email dated 20 November 2022 from the Emirati investor to Fortenova Group STAK;
–        a memorandum from a law firm dated 14 December 2022 addressed to the Fortenova Group and the annexes thereto, including an agreement for the transfer of the applicant between, of the one part, SBC Aktiv and SBK Uranium and, of the other part, the Emirati investor, a loan agreement between the Emirati investor and the special purpose vehicle used to conclude the transaction, extracts from the Russian Unified State Register of Legal Entities concerning the applicant dated 31 October 2022 and 15 November 2022, a rights of claim assignment agreement dated 31 October 2022 between Sberbank and the Emirati investor, a receipt dated 31 October 2022 recording a payment made to Sberbank by the special purpose vehicle used by the Emirati investor, extracts from the Russian Unified State Register of Legal Entities concerning that special purpose vehicle dated 8 November 2022 and 24 November 2022, and a notice of performance of the obligation by a third party sent by the Emirati investor to Sberbank.
90      The second WK file contains only a judgment of the Gerechtshof Amsterdam (Court of Appeal, Amsterdam, Netherlands) dated 29 December 2022.
91      The third WK file contains only a summary of classified evidence which reads as follows: ‘Evidence based on official company registers, confirming that SBK Art LLC is a controlled subsidiary of the government of the Russian Federation’.
Reliability of the evidence adduced by the Council
92      The applicant questions the reliability of the evidence contained in the first WK file on which the Council relied in order to include its name on the lists at issue, arguing that that evidence comes from unreliable sources, namely low-quality press and blog articles published on the internet. In particular, the applicant submits that the media articles contained in the first WK file merely reproduce official statements made by the Chief Executive Officer (CEO) of Fortenova Croatia. The applicant also questions the evidential value of the document originating from a law firm, which it claims lacks information, in particular about its author, and was drawn up in the interests of the Fortenova Group.
93      The Council, supported by the Republic of Croatia, the Kingdom of the Netherlands and the Commission, disputes the applicant’s arguments.
94      It should be recalled that, in the absence of investigative powers in third countries, the assessment of the EU authorities must rely on publicly available sources of information, reports, articles in the press, intelligence reports or other similar sources of information. According to the case-law, press articles may be used in order to corroborate the existence of certain facts if they are sufficiently specific, precise and consistent as regards the facts there described. In that regard, it would be excessive and disproportionate to require the Council itself to investigate on the ground the accuracy of facts which are relayed by numerous media (see judgment of 1 June 2022, Prigozhin v Council, T‑723/20, not published, EU:T:2022:317, paragraph 59 and the case-law cited).
95      In the present case, it should be noted that the applicant challenges the reliability of the evidence contained solely in the first WK file.
96      First of all, the Court must reject the applicant’s assertion that, in order to maintain its name on the lists at issue, the Council relied only on low-quality press and blog articles. It should be noted that the press articles come from digital information sources of various origins, such as Reuters (exhibit No 6), Euractiv (exhibit No 7) and Bloomberg News (exhibit No 8). As regards the reliability of the evidence adduced by the Council, it should be recalled – as pointed out in paragraph 94 above – that, in the absence of investigative powers in third countries, the assessment of the EU authorities must rely on publicly available sources of information, reports, articles in the press or other similar sources of information. In addition, the applicant has not produced any other elements capable of casting doubt on the reliability of that evidence.
97      Next, the applicant claims that the press articles merely reproduce the statements of a representative of the Fortenova Group. In that connection, exhibit No 6 in the first WK file, which is an article by Reuters, and exhibit No 7, which is an article by Euractiv, do not refer to the statements of a representative of the Fortenova Group. Exhibit No 8, which is an article by Bloomberg News, does indeed quote a representative of the Fortenova Group and also relays the comments made by a representative of Sberbank. However, the mere fact that an article in the press quotes a company representative is not in itself capable of casting doubt on the probative value of that item of evidence, which also contains other information.
98      In the light of the foregoing, and in the absence of any evidence put forward by the applicant capable of calling into question the reliability of the sources used by the Council, those sources must be regarded as sound and reliable within the meaning of the case-law cited in paragraph 83 above.
Application to the applicant of the association criterion
99      The applicant submits, in essence, that the Council did not provide specific, precise and consistent evidence constituting a sufficient factual basis to support the maintenance of its name on the lists at issue under the association criterion. The applicant denies that Sberbank continues to control it and claims that the Council failed to adduce proof of such effective control.
100    First, the applicant states that it was actually sold by Sberbank to the Emirati investor under the applicable Russian law and that the sale was not a ‘purported’ sale. That is apparent from the various items of evidence contained in the first WK file and from the evidence adduced by the applicant showing, inter alia, that that sale was entered in the Russian Unified State Register of Legal Entities.
101    Secondly, the applicant claims that there is no evidence that Sberbank controls it and that the Emirati investor is an agent of Sberbank. On the contrary, the applicant maintains that that investor acted on his own account, as demonstrated by the terms of the sale. In that regard, the applicant disputes the analysis set out in the document of a law firm included in the first WK file, which concluded that the law firm in question did not have sufficient information to give an opinion on the compatibility with EU law of the sale of the applicant by Sberbank and on the circumstances of that sale. The applicant also adds that neither the Council nor the Republic of Croatia appears to take the view that it is controlled by Sberbank.
102    Thirdly, the applicant submits that its sale by Sberbank to the Emirati investor was not illegal and objects to a document contained in the first WK file under the heading ‘Further exhibits’ originating from the Croatian Ministry of Foreign and European Affairs, according to which the applicant remains under Sberbank’s control because, inter alia, no request for authorisation of its sale was made to the Croatian authorities. The applicant argues that the Croatian authorities did not have to authorise its sale by Sberbank to the Emirati investor and states that that sale, which involved a Russian seller (Sberbank), a Russian asset (the applicant itself) and an Emirati buyer, did not fall within the scope of Article 17 of Regulation No 269/2014. According to the applicant, Sberbank was free to sell it without having recourse to the derogation provided for in Article 6b(2b) of Regulation No 269/2014.
103    Furthermore, the applicant disputes the Council’s argument regarding circumvention, claiming that a transaction concluded outside the European Union relating to foreign assets and involving a foreign buyer cannot constitute circumvention for the purposes of Article 9 of Regulation No 269/2014.
104    Fourthly, the applicant claims that the evidence contained in the evidence files drawn up by the Council does not serve to demonstrate that it is controlled by Sberbank.
105    The Council, supported by the Republic of Croatia, the Kingdom of the Netherlands and the Commission, disputes the applicant’s arguments.
106    It should be noted that the grounds of the contested acts are based on the association criterion laid down in Article 2(1), in fine, of Decision 2014/145, as amended, and in Article 3(1), in fine, of Regulation No 269/2014, as amended.
107    In that regard, while the concept of ‘association’ is often used in Council acts relating to restrictive measures, it is not, as such, defined and its meaning depends on the context and circumstances at issue. That being so, such a concept may be regarded as covering natural or legal persons who are, generally speaking, linked by common interests without, however, requiring a link by means of an economic activity, but which nonetheless cannot be based exclusively on a family relationship (judgment of 25 October 2023, QF v Council, T‑386/22, not published, EU:T:2023:670, paragraph 54; see also, to that effect, judgment of 8 March 2023, Prigozhina v Council, T‑212/22, not published, EU:T:2023:104, paragraphs 93, 103 and 104 and the case-law cited).
108    The association criterion may therefore be interpreted as referring to any natural or legal person, or any entity, having a link, as defined in paragraph 107 above, with a person who is subject to restrictive measures under one of the listing criteria laid down in Decision 2014/145, as amended, and Regulation No 269/2014, as amended.
109    Furthermore, where an entity belongs to, or is controlled by, an entity subject to restrictive measures under one of the listing criteria laid down in Decision 2014/145, as amended, and Regulation No 269/2014, as amended, the shareholding link or relationship of control between those two entities clearly constitutes a link as referred to in paragraph 107 above, since there is a not insignificant danger of the parent entity in question exerting pressure on the entity belonging to or controlled by it in order to circumvent the effect of the measures applying to it (see, by analogy, judgment of 4 September 2015, NIOC and Others v Council, T‑577/12, not published, EU:T:2015:596, paragraph 114).
110    It should be borne in mind that the grounds on which the applicant’s name was maintained on the lists at issue have not changed since the initial inclusion of its name on those lists and are set out in paragraph 10 above. It follows, in essence, that the applicant’s name was maintained on the lists at issue as an entity associated with Sberbank on account of its status as a subsidiary of Sberbank, specifically established for the purpose of holding Sberbank’s interests in the Fortenova Group, and on account of the effective control which Sberbank retained over the applicant, notwithstanding the purported transfer of its shares to a businessman from the United Arab Emirates.
111    Against that background, it is necessary to ascertain whether the evidence submitted by the Council with a view to adopting the contested acts discharges the burden of proof borne by it and constitutes a sufficiently specific, precise and consistent body of evidence to substantiate the grounds for maintaining the applicant’s name on the lists at issue under the association criterion.
112    In the present case, in relation to the applicant’s status as a subsidiary of Sberbank, for the purpose of holding Sberbank’s interests in the Fortenova Group, it is common ground between the parties that Sberbank wholly owned the applicant through its subsidiaries SBK Uranium and SBC Aktiv when Sberbank’s name was added to the lists at issue by Decision 2022/1272 and Implementing Regulation 2022/1270. Furthermore, the applicant does not deny that it was established on 10 December 2021 as a special purpose vehicle in order to hold the depositary receipts and convertible bonds held by Sberbank in the Fortenova Group, namely in the Netherlands-based company Fortenova Group TopCo. Nor does the applicant dispute that, on 5 April 2022, Sberbank transferred those depositary receipts and convertible bonds to it.
113    On 21 July 2022, the Council adopted Decision 2022/1272 and Implementing Regulation 2022/1270 by which it included Sberbank’s name on the lists at issue under entry number 108. Pursuant to Article 2 of Regulation No 269/2014, as amended by Regulation 2022/330, on the date of inclusion of Sberbank’s name on the lists at issue, namely 21 July 2022, all funds and economic resources which Sberbank owned, held or controlled in the European Union were frozen and no funds or economic resources could be made available, directly or indirectly, to Sberbank, which included the depositary receipts and convertible bonds in the Netherlands-based Fortenova Group TopCo held indirectly by Sberbank through the applicant. Thus, the voting and shareholding rights associated with those depositary receipts and convertible bonds were also frozen as from that date.
114    Consequently, the applicant’s sole function was to hold – as a special purpose vehicle – Sberbank’s depositary receipts and convertible bonds in the Netherlands-based Fortenova Group TopCo which had been frozen following the inclusion of Sberbank’s name on the lists at issue.
115    The applicant does not deny that the depositary receipts and convertible bonds which it holds in the Netherlands-based Fortenova Group TopCo were frozen immediately upon the inclusion of Sberbank’s name on the lists at issue. However, the applicant claims that it ceased to be a subsidiary of Sberbank with effect from 31 October 2022, when it was sold by the subsidiaries of Sberbank which owned it, namely SBK Uranium and SBC Aktiv, to an Emirati investor, and maintains that, in consequence, on the date of adoption of the contested acts, it was no longer a subsidiary of Sberbank.
116    As regards that sale, the first WK file contains the agreement for the sale and purchase of the applicant, signed by SBK Uranium, SBC Aktiv and an Emirati investor, and the assignment agreement between Sberbank and that Emirati investor the subject matter of which were the rights of claim held by Sberbank following the transfer to the applicant, on 5 April 2022, of the depositary receipts and convertible bonds in Fortenova Group TopCo. The first WK file also contains the loan agreement concluded between the special purpose vehicle used by the Emirati investor in order to acquire the applicant and a Russian bank, as well as proof of the transfer made by that bank to that special purpose vehicle on 31 October 2022 and of the transfer made by that special purpose vehicle to Sberbank on the same date in payment of those rights of claim.
117    The Council, supported by the Republic of Croatia, the Kingdom of the Netherlands and the Commission, submits that that sale has no effect in the European Union, since it was not authorised by a competent national authority in accordance with the derogation provided for in Article 6b(2b) of Regulation No 269/2014, even though that transaction fell within the territorial scope of EU law in that the material subject of the transaction and its effects are located within the European Union.
118    In that regard, it should be recalled that it is clear from paragraph 113 above that, immediately upon the inclusion of Sberbank’s name on the lists at issue on 21 July 2022, the depositary receipts and convertible bonds held by the applicant in the EU-based Fortenova Group TopCo were frozen pursuant to Article 2 of Regulation No 269/2014.
119    Article 1(f) of Regulation No 269/2014 defines ‘freezing of funds’ as ‘preventing any move, transfer, alteration, use of, access to, or dealing with funds in any way that would result in any change in their volume, amount, location, ownership, possession, character, destination or any other change that would enable the funds to be used, including portfolio management’.
120    Consequently, as is apparent from the application of Article 1(f) of Regulation No 269/2014 to the present case, the depositary receipts and convertible bonds held by the applicant could no longer – as from the date of inclusion of Sberbank’s name on the lists at issue, namely 21 July 2022 – be moved, transferred, altered, used or accessed in any way that would have resulted, inter alia, in any change in their ownership or possession or any other change that might have enabled them to be used.
121    The only way to unfreeze those depositary receipts and convertible bonds held by the applicant with a view to transferring them was either to remove Sberbank’s name from the lists at issue or to apply one of the derogations provided for in Regulation No 269/2014.
122    In that regard, it must be stated that, at the time of the initial inclusion of Sberbank’s name on the lists at issue, the Council, by Decision 2022/1272, inserted into Article 2(15) of Decision 2014/145 a specific derogation for Sberbank, listed under entry number 108, providing for the release of frozen funds or economic resources under certain conditions. Furthermore, Article 6b(2b) of Regulation No 269/2014 includes the same derogation worded in terms identical to those of Article 2(15) of Decision 2014/145.
123    It should be recalled that the applicant holds depositary receipts and convertible bonds in the Netherlands-based Fortenova Group TopCo. Furthermore, it is common ground between the parties that no authorisation was sought from the competent national authority of the Netherlands, or indeed from any other national authority of a Member State, in connection with the sale of the applicant to the Emirati investor. That is confirmed by exhibits Nos 7 to 9 in the first WK file, which are articles published by Reuters, Euractiv and Bloomberg News, respectively, according to which the transfer of the applicant by Sberbank to the Emirati investor was not the subject of a request for authorisation submitted to the Netherlands or Croatian authorities.
124    According to the applicant, Article 6b(2b) of Regulation No 269/2014 applies only if a transaction falls within the scope of Article 17 of Regulation No 269/2014, which is not the case here as the transaction in question concerned the transfer of ownership of a Russian entity, namely the applicant itself, in accordance with Russian law, and involved natural or legal persons who were not EU nationals and were not established in the European Union.
125    In the first place, it is necessary to determine whether Regulation No 269/2014 was applicable to the transaction by which Sberbank, through its subsidiaries SBC Aktiv and SBK Uranium, sold the applicant to the Emirati investor.
126    In that regard, it should be recalled that Article 17(a) of Regulation No 269/2014 provides that that regulation is to apply ‘within the territory of the Union, including its airspace’.
127    In the present case, the transaction in question was carried out between Sberbank, through its subsidiaries SBC Aktiv and SBK Uranium established in Russia, and an Emirati investor and concerns the sale of a company established in Russia, namely the applicant. However, as is apparent from exhibit No 1 in the first WK file, the applicant was constituted as a special purpose vehicle with the sole function of holding Sberbank’s interests in the Fortenova Group, namely the depositary receipts and convertible bonds in the Netherlands-based Fortenova Group TopCo, which were transferred to the applicant on 5 April 2022. Consequently, although the applicant is a company established in Russia, it holds funds located in the European Union in the form of depositary receipts and convertible bonds in a company established in the European Union.
128    Given that the sale of the applicant by Sberbank to the Emirati investor would result in the transfer of those funds located within the territory of the European Union, in accordance with Article 17(a) of Regulation No 269/2014, that regulation was applicable to the sale of the applicant by Sberbank to the Emirati investor.
129    In the second place, it is necessary to determine whether the derogation provided for in Article 6b(2b) of Regulation No 269/2014 was applicable to the transaction in question by which the applicant was sold to the Emirati investor.
130    According to settled case-law of the Court of Justice, in interpreting a provision of EU law, regard should be had not only to its wording but also to the context in which it occurs and the objectives pursued by the rules of which it forms part (see judgment of 29 April 2021, X (European arrest warrant – Ne bis in idem), C‑665/20 PPU, EU:C:2021:339, paragraph 69 and the case-law cited).
131    It should be borne in mind that Article 6b(2b) of Regulation No 269/2014 provides that ‘by way of derogation from Article 2, the competent authorities of a Member State may, under such conditions as they deem appropriate, authorise the release of certain frozen funds or economic resources, or the making available of certain funds or economic resources to the entity listed under entry number 108 in Annex I, after having determined that the funds or economic resources are necessary for the completion, by 31 October 2022, of an ongoing sale and transfer of proprietary rights directly or indirectly owned by that entity in a legal person, entity or body established in the Union’.
132    First, it is apparent from the wording of Article 6b(2b) of Regulation No 269/2014 that that derogation applies to the sale of proprietary rights directly or indirectly owned by Sberbank, listed under entry number 108, in a legal person, entity or body established in the European Union.
133    The Court must reject the applicant’s argument that that derogation is not applicable to the transaction in question because the object of that transaction was a company established in Russia, namely the applicant itself, and did not concern assets located in the European Union. As is clear from paragraph 112 above, on the date of the initial inclusion of Sberbank’s name on the lists at issue, Sberbank wholly owned the applicant through its subsidiaries SBK Uranium and SBC Aktiv and the applicant held depositary receipts and convertible bonds in the capital of the Netherlands-based Fortenova Group TopCo. Consequently, those depositary receipts and convertible bonds were proprietary rights held indirectly by Sberbank in a legal person established in the European Union, namely Fortenova Group TopCo, a company established in the Netherlands.
134    Secondly, as regards the systematic interpretation of Article 6b(2b) of Regulation No 269/2014, the derogation laid down in that provision is a derogation from Article 2 of Regulation No 269/2014, which provides for the freezing of funds and economic resources belonging to natural or legal persons, entities or bodies, or natural or legal persons, entities or bodies associated with them. In the absence of authorisation for release such as that provided for in Article 6b(2b) of Regulation No 269/2014, the funds and economic resources frozen pursuant to Article 2(1) of Regulation No 269/2014 may not be unfrozen and the ownership thereof may not be transferred.
135    Thirdly, that finding is borne out by the objective pursued by Regulation No 269/2014. The objective of the derogations laid down in that regulation, such as the derogation set out in Article 6b(2b), is to define clearly the situations in which the entities included on the lists at issue may apply to the competent national authorities for authorisation to sell frozen assets and is thus to ensure the effectiveness of the restrictive measures. Consequently, that derogation falls within the objectives of the legislation governing the restrictive measures at issue, which pursues objectives linked to the need, in view of the gravity of the situation, to exert maximum pressure on the Russian authorities so that they bring an end to their actions and policies destabilising Ukraine and to the military aggression against Ukraine.
136    Accordingly, the ownership of frozen funds – such as the assets located within the European Union held by the applicant in the Fortenova Group – cannot be transferred by natural or legal persons whose name is included on the lists at issue to other persons outside the European Union, without recourse to a derogation such as that provided for in Article 6b(2b) of Regulation No 269/2014.
137    The sale by Sberbank of the applicant, the sole function of which is to hold the depositary receipts and convertible bonds in the EU-based Fortenova Group TopCo, would result in the unfreezing and the transfer of those assets which had been frozen following the inclusion of Sberbank’s name on the lists at issue.
138    Consequently, contrary to what the applicant claims, Article 6b(2b) of Regulation No 269/2014 was applicable to the sale of the applicant to the Emirati investor, with the result that it was necessary to seek and secure authorisation from the competent Netherlands authority in order to proceed with the transaction in question.
139    If such a transaction were recognised in the European Union, in the absence of authorisation from a competent national authority under a derogation provided for by Regulation No 269/2014, the effects of the restrictive measures to which Sberbank is subject would be rendered nugatory.
140    In that regard, it should be noted that prior authorisation for that sale was not obtained from a competent national authority in accordance with Article 6b(2b) of Regulation No 269/2014. In the absence of such authorisation, that sale cannot produce any effects under EU law on restrictive measures. The Council was therefore right to describe that sale as a ‘purported transfer’ in the grounds for maintaining the applicant’s name on the lists at issue.
141    It follows that the transfer by Sberbank to an Emirati investor of the depositary receipts and convertible bonds, held by the applicant in Fortenova Group TopCo within the European Union and frozen since the inclusion of Sberbank’s name on the lists at issue, without authorisation from a competent national authority, is contrary to the provisions of Regulation No 269/2014 and, therefore, must be regarded as having no effect under EU law.
142    Consequently, from the point of view of EU law, the purported sale of the applicant to an Emirati investor did not alter its situation on the date of adoption of the contested acts as compared with its situation on the date of the inclusion of Sberbank’s name on the lists at issue. The applicant continued to hold the depositary receipts and convertible bonds in Fortenova Group TopCo which had been frozen following the inclusion of Sberbank’s name on the lists at issue and which, as from that date, could no longer be altered or subject to any transfer of ownership without authorisation for their release being granted by a competent national authority.
143    It follows that the fact that the applicant continued to hold the depositary receipts and convertible bonds in the Netherlands-based Fortenova Group TopCo – receipts and bonds that had been frozen following the inclusion of Sberbank’s name on the lists at issue – demonstrates the existence of common interests between the applicant and Sberbank.
144    In the light of all of those considerations, the Court finds that the Council adduced a sufficiently specific, precise and consistent body of evidence capable of demonstrating that the applicant was, on the date of the contested acts, a legal person associated with Sberbank, within the meaning of the association criterion, on account of the fact that it continued to hold Sberbank’s interests in the Fortenova Group.
145    According to the case-law, with regard to the review of the lawfulness of a decision adopting restrictive measures, and having regard to their preventive nature, if the Courts of the European Union consider that, at the very least, one of the reasons mentioned is sufficiently detailed and specific, that it is substantiated and that it constitutes in itself sufficient basis to support that decision, the fact that the same cannot be said of other such reasons cannot justify the annulment of that decision (see judgment of 28 November 2013, Council v Manufacturing Support & Procurement Kala Naft, C‑348/12 P, EU:C:2013:776, paragraph 72 and the case-law cited).
146    Therefore, the fact that the ground relating to the applicant’s status as a subsidiary of Sberbank which holds depositary receipts and convertible bonds in Fortenova Group TopCo is well founded is sufficient, in itself, to justify the dismissal of the plea alleging error of assessment, without there being any need either to examine whether the other grounds relating to the effective control which, it is claimed, Sberbank continues to exercise over the applicant are well founded or to examine the arguments advanced by the applicant concerning such control.
147    The plea in law alleging error of assessment must therefore be dismissed.
Plea in law alleging breach of the principle of proportionality
148    The applicant submits that the contested acts do not help attain the European Union’s objectives. According to the applicant, the maintenance of its name on the lists at issue does not seek to increase the cost of the war for the Russian Federation, but in fact serves other objectives linked to the economic interests of the Republic of Croatia in the Fortenova Group, a company which that Member State considers to be strategically important.
149    The applicant argues that the maintenance of its name on the lists at issue is disproportionate. According to the applicant, if Sberbank continues to control it, as the Council maintains, despite the sale to the Emirati investor, then its funds would have been frozen as an entity controlled by Sberbank without it being necessary to include and maintain its name on the lists at issue.
150    The Council, supported by the Republic of Croatia, the Kingdom of the Netherlands and the Commission, disputes the applicant’s arguments.
151    The principle of proportionality, which is one of the general principles of EU law and is referred to in Article 5(4) TEU, requires that measures implemented through provisions of EU law be appropriate for attaining the legitimate objectives pursued by the legislation at issue and must not go beyond what is necessary to achieve them (judgment of 15 November 2012, Al-Aqsa v Council and Netherlands v Al-Aqsa, C‑539/10 P and C‑550/10 P, EU:C:2012:711, paragraph 122).
152    In the present case, it should be observed that the designation of the applicant as a legal person associated with Sberbank pursues one of the objectives of the CFSP. The adoption of restrictive measures against entities associated with natural or legal persons, entities or bodies included on the lists at issue under one of the criteria laid down in Decision 2014/145, as amended, meets the objective set out in Article 21(2)(c) TEU of preserving peace, preventing conflicts and strengthening international security, in accordance with the purposes and principles of the United Nations Charter. As to the appropriateness of the restrictive measures taken against the applicant, it follows that, in the light of the objectives pursued by those measures, they cannot, in themselves, be regarded as inappropriate (see, to that effect and by analogy, judgment of 2 December 2020, Kalai v Council, T‑178/19, not published, EU:T:2020:580, paragraph 171 and the case-law cited).
153    In the circumstances of the present case, it should also be noted that, in recitals 2 to 10 of Decision 2022/329, the Council referred to the continuing deterioration of the situation in Ukraine which culminated, on 24 February 2022, in the Russian Federation’s aggression against Ukraine in blatant violation of the territorial integrity, sovereignty and independence of the latter State. Thus, it is on account of the worsening of the situation in Ukraine, characterised by the outbreak of the war of aggression waged by the Russian Federation, that the Council deemed it necessary to widen the circle of persons and entities subject to restrictive measures, in order to achieve the objectives pursued. It follows from that approach, which is based on the progressive impairment of rights according to the effectiveness of the measures, that the proportionality of those measures is established (see, by analogy, judgments of 28 November 2013, Council v Manufacturing Support & Procurement Kala Naft, C‑348/12 P, EU:C:2013:776, paragraph 126, and of 25 January 2017, Almaz-Antey Air and Space Defence v Council, T‑255/15, not published, EU:T:2017:25, paragraph 104).
154    In addition, by applying also to natural or legal persons, entities or bodies associated with persons included on the lists at issue under one of the criteria laid down in Article 2(1) of Decision 2014/145, as amended, the Council could legitimately expect that the actions of the Russian Federation would cease or become more costly for those engaging in them, in order to promote an end to the blatant violation of the territorial integrity, sovereignty and independence of Ukraine (see, to that effect, judgment of 13 September 2018, Rosneft and Others v Council, T‑715/14, not published, EU:T:2018:544, paragraph 157). Therefore, contrary to what the applicant claims, there is a connection between the inclusion and maintenance of its name on the lists at issue and the objective pursued by the restrictive measures.
155    In that regard, it should be recalled that the importance of the objectives pursued by an EU act establishing a system of restrictive measures is such as to justify negative consequences, even of a substantial nature, for some operators, including those who are in no way responsible for the situation which led to the adoption of the measures in question (see, by analogy, judgments of 3 September 2008, Kadi and Al Barakaat International Foundation v Council and Commission, C‑402/05 P and C‑415/05 P, EU:C:2008:461, paragraph 361, and of 28 March 2017, Rosneft, C‑72/15, EU:C:2017:236, paragraph 150).
156    The inclusion and maintenance of the applicant’s name on the lists at issue as a legal person associated with Sberbank and the resulting restrictive measures are also necessary in order to achieve and implement the objectives referred to in Article 21 TEU, since alternative and less onerous measures, such as a system of prior authorisation or an obligation to justify, a posteriori, how the funds transferred were used, are not as effective in achieving the goal pursued, particularly given the possibility of circumventing the restrictions imposed (see, to that effect, judgments of 21 January 2016, Makhlouf v Council, T‑443/13, not published, EU:T:2016:27, paragraph 112, and of 25 January 2017, Almaz-Antey Air and Space Defence v Council, T‑255/15, not published, EU:T:2017:25, paragraph 106). Besides, the applicant has not demonstrated that less onerous alternative measures would have been as effective in attaining those objectives.
157    In addition, it must be noted that Decision 2014/145, as amended, and Regulation No 269/2014, as amended, provide for the possibility of granting specific authorisation to unfreeze funds, other financial assets or other economic resources and of periodically reviewing the inclusion of the names of the persons or entities concerned on the lists at issue, so that persons and entities no longer meeting the criteria for inclusion on those lists can be removed from them.
158    As regards the applicant’s argument that the inclusion and maintenance of its name on the lists at issue is unnecessary because the assets it holds had already been frozen following the inclusion of Sberbank’s name on those lists, first, it should be noted that the possibility of also including and maintaining on the lists at issue natural or legal persons, entities or bodies associated with sanctioned persons derives from Article 2(1) of Decision 2014/145, as amended, and from Article 3(1) of Regulation No 269/2014, as amended.
159    Secondly, such inclusion and maintenance may also be aimed at avoiding a risk of circumvention of the restrictive measures. As is apparent from the case-law, where the funds of an entity are frozen, there is a not insignificant danger that that entity may exert pressure on the entities it owns or controls in order to circumvent the effect of the measures applying to it, with the result that the freezing of the funds of those entities is necessary and appropriate in order to ensure the effectiveness of the measures adopted and to ensure that those measures are not circumvented (see, to that effect, judgments of 13 March 2012, Melli Bank v Council, C‑380/09 P, EU:C:2012:137, paragraph 58, and of 22 September 2016, NIOC and Others v Council, C‑595/15 P, not published, EU:C:2016:721, paragraph 89).
160    The purpose of maintaining the applicant’s name on the lists at issue by way of the contested acts was to avoid such a risk of circumvention of the restrictive measures. In that regard, it is apparent, in particular, from an email dated 20 November 2022 sent by the Emirati investor to the Fortenova Group, included in the first WK file in the ‘Further exhibits’ section, that that investor was of the view that, on that date, the applicant was no longer controlled by an entity subject to restrictive measures and asked to be able to participate in and exercise voting rights at future meetings of the Fortenova Group. Thus, contrary to what the applicant states, the adoption of the contested acts maintaining its name on the lists at issue was not disproportionate and unnecessary even though the assets it held in the European Union had been frozen following the inclusion of Sberbank’s name on those lists.
161    It follows that the plea in law alleging breach of the principle of proportionality must be dismissed, as must, therefore, the action in its entirety.
Costs
162    Under Article 134(1) of the Rules of Procedure of the General Court, the unsuccessful party is to be ordered to pay the costs if they have been applied for in the successful party’s pleadings.
163    In addition, under Article 138(1) of the Rules of Procedure, the Member States and institutions which have intervened in the proceedings are to bear their own costs.
164    In the present case, as the applicant has been unsuccessful, it must be ordered to bear its own costs and to pay those incurred by the Council, in accordance with the form of order sought by the latter. The Republic of Croatia, the Kingdom of the Netherlands and the Commission must bear their own costs.
On those grounds,
THE GENERAL COURT (First Chamber)
hereby:
1.      Dismisses the action;
2.      Orders SBK Art OOO to bear its own costs and to pay those incurred by the Council of the European Union;
3.      Orders the Republic of Croatia, the Kingdom of the Netherlands and the European Commission to bear their own costs.
Brkan
Gâlea
Tóth
Delivered in open court in Luxembourg on 26 November 2025.
V. Di Bucci
S. Papasavvas
Registrar
President
*      Language of the case: English.