Иллюстративное изображение, сгенерировано ИИ.
In September 2024, the story of the sale by Raiffeisen Bank International AG (RBI) of its Belarusian asset, Priorbank OJSC, generated significant attention. The buyer of the Austrian stake (87.74%) was UAE-based Soven 1 Holding Limited. It was reported that the Austrian bank was fully exiting the Belarusian market. But is that really the case? Reform.news attempted to untangle the complex structuring of the deal involving one of the most successful Belarusian banks. Thanks for assistance in preparing the investigation to Mr K.
“By signing the share purchase agreement, SOVEN 1 Holding Limited today announced the acquisition of 100% of Raiffeisen CIS Regional Holding GmbH from Raiffeisen Bank International AG (RBI). As a result of the transaction, 87.74% of shares in Priorbank OJSC will be transferred to SOVEN 1. As part of this agreement, SOVEN 1 and Raiffeisen Bank International signed a share purchase agreement and will work together with Priorbank to achieve full completion of the transaction in Q4 2024,” the Priorbank press service described the deal. The press release was published on September 20, 2024.
Please note that the 87.74% stake belonged not to the Austrian bank itself, but to its subsidiary, Raiffeisen CIS Regional Holding GmbH.
The deal for the sale of Priorbank was closed on November 29, 2024.
“This is an important step in our efforts to reduce risks associated with our presence in Eastern Europe. At the same time, we are grateful to our colleagues at Priorbank for their dedication throughout the sales process and for the high-quality service provided to our customers in Belarus since 2003,” commented Johann Strobl, CEO of RBI.
In December, the new owner renamed Raiffeisen CIS Regional Holding GmbH to S1 CIS Region Holding GmbH and changed its address.
The Austrian subsidiary acquired by UAE-based SOVEN 1 Holding Limited did not exist for long. Already in September 2025, the owner decided to liquidate it. As a result, its assets were transferred to the shareholder, i.e., SOVEN. This fact is reflected in the notes to Priorbank’s annual financial statements for 2025.
From the 2024 annual report, it became known that Raiffeisen Bank International sold its stake in Priorbank for €215 million. The Austrian bank estimated its losses at €824 million.
“At the time of deconsolidation, based on the agreed sales price of €215 million, an equity after minorities of €526 million and the reclassification of €513 million from other comprehensive income to the income statement, resulted in a negative deconsolidation result of €824 million, which was reported under the item Gains/losses from discontinued operations… Additionally, the sale icurred a corporate tax of €7 million,” the report stated.
All of this had been reported earlier by Reform.news and other media, while politician Valery Tsepkala even appealed to the European Commission to investigate the sale and impose sanctions on RBI.
However, few explained why the sale procedure was structured in such a complex way. There is a simple explanation.
The first transaction involving the sale of RBI’s subsidiary circumvented Decree No. 93 of March 14, 2022, which provides that the sale of shares in Belarusian companies by shareholders from unfriendly countries (Austria is on this list, while the UAE is not) requires approval from the Belarusian government and payment of a contribution of at least 25% of the market value of the shares being disposed of.
Therefore, UAE-based Soven 1 Holding Limited acquired 100% of Raiffeisen CIS Regional Holding GmbH outside Belarusian jurisdiction.
At the second stage, the new UAE owner liquidates the Austrian company and becomes the direct owner of Priorbank shares. Thus, the transfer of shares through liquidation is technically not considered a sale, again avoiding the application of Decree No. 93.
Removing the “unfriendly country” label also provided other advantages. Dividends could be paid without applying the increased “anti-sanctions” rate. Recall that, by resolution of the Belarusian government, a 25% income tax rate was introduced for shareholders from unfriendly countries.
Later, the authorities added a requirement that, for dividend payments, it is necessary to obtain approval from a regional executive committee, as well as to meet a number of conditions regarding salary levels and investments.
It should also be noted the suspension of double taxation avoidance agreements with unfriendly countries.
At the same time, such an agreement between Belarus and the UAE remains in force. Under it, the dividend tax rate is a minimal 5%.
The new owner immediately took advantage of this preferential regime: for the first time after a three-year break, the shareholders’ meeting approved dividend payments for 2025 totaling more than 200 million Belarusian rubles, equivalent to approximately €60–70 million.
There is no definitive answer. There are indirect indications. Let us examine them carefully.
Soven 1 Holding Limited (000009079) was established on December 28, 2022, after the start of the full-scale war between Russia and Ukraine. At that time, RBI came under scrutiny from the U.S. Treasury, and discussions began about the Austrian bank’s intention to exit Belarus and Russia. Notably, in March 2022, long-time head of Priorbank Siarhei Kastsiuchenka was arrested.
Public registries in the UAE list Suhail Mohammed Ahmed Khalaf Alotaiba as shareholder and director of Soven 1 Holding Limited. Experts have expressed well-founded doubts that the Emirati businessman had the financial capacity and business background to independently acquire a major Belarusian bank. At the same time, UAE legislation allows individuals to act as nominal owners representing the interests of others, while real beneficiaries may remain undisclosed.
Even before the deal was closed in 2024, Belarusian outlet “Nasha Niva,” citing anonymous sources in the banking sector, claimed that individuals close to Aliaksandr Lukashenka — Mikalai Varabei, Aliaksei Aleksin, and Aliaksandr Zaitsau — were allegedly behind the deal. No evidence was provided.
We propose another version — that Priorbank was acquired by entities affiliated with RBI.
First, RBI had an obvious financial incentive: this structure allows bypassing sanctions and anti-sanctions restrictions and risks, and minimizing the tax burden when dealing with the Belarusian asset.
There are also indirect signs of continued ties.
The deal was supported by Austrian lawyers Dominik Kurzmann, Lukas Roeper, Victoria Fischl, Michael Fischer, Michael Binder, Verena Heffermann, and Florian Neuner from rk partners Rechtsanwaelte GmbH. They continued to service Soven 1 Holding Limited after the deal was completed.
“After a complex process, we are proud and pleased that the signing of the deal was successfully completed… We advised on this transaction from the very beginning,” wrote Lukas Roeper on LinkedIn on September 20, 2024.
In November of the same year, he reported that he thanks the teams of Soven, RBI, and Ithuba Capital, and “continues work at the post-closing stage of the deal, including disentangling structures, and will assist in shaping the future organizational structure”.
He and his colleague Dominik Kurzmann also acted as liquidators of S1 CIS Region Holding GmbH on behalf of Soven.
Another notable fact is that Bernd Rosenberg remains on the management board of Priorbank, having held senior positions in the Belarusian bank since 2003 and previously worked for four years at Raiffeisen Bank Russia.
Overall, the operations of the largest private bank in Belarus have not changed significantly after the sale. Working ties with Raiffeisen Bank International remain, including at the level of payment infrastructure and correspondent accounts.
At the same time, Priorbank announced a technical separation from RBI services. In particular, it had to replace licenses for banking software — in November 2025, the bank purchased from its owner the rights to use software and related support services for 4.66 million Belarusian rubles.
It is important to emphasize that the above facts alone do not prove continued control by RBI and may be explained by standard practice of using the same legal advisers, operational inertia, and the technical complexity of disentangling infrastructure ties. However, taken together, they suggest that the separation between the former owner and the asset was not immediate.
Examples where a foreign owner, due to sanctions and anti-sanctions legislation, re-registered a Belarusian asset under trusted parties have already occurred. In the summer of 2025, Reform.news published an investigation into how the Austrian company Kapsch TrafficCom, which has special relations with the Belarusian regime, effectively transferred control over its Belarusian subsidiary to itself. It is difficult to believe that RBI has less influence and fewer capabilities in Belarus.
If the hypothesis that Raiffeisen Bank International AG effectively sold its Belarusian asset conditionally is correct, a number of questions arise. These questions concern not only the ethical aspects of doing business in a dictatorship involved in the attack on Ukraine.
RBI is not just a private bank. It is a public joint-stock company with assets worth hundreds of billions of euros, whose shares are traded on the Vienna Stock Exchange and are owned by hundreds of institutional and thousands of private investors.
It will need to explain why its reports for 2024 and 2025 did not disclose who actually stands behind Soven 1 Holding Limited, and how the dividends received (or to be received) from Priorbank for 2025 are reflected.
Despite the details disclosed, key questions remain:
The Reform.news editorial team sent inquiries to Priorbank OJSC, Raiffeisen Bank International AG, and Soven 1 Holding Limited requesting comments on the details of the deal. A copy of the inquiry was also sent to the law firm rk partners Rechtsanwaelte GmbH.
At the time of publication, no responses had been received. They will be added to this text once obtained.