INSTRUCTION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of April 20, 2018 No. 4778-U

About modification of the Provision of the Bank of Russia of February 24, 2016 No. 534-P "About the admission of securities to the organized biddings"

1. Based on Item 3 of Article 14 and item 4 of article 42 of the Federal Law of April 22, 1996 No. 39-FZ "About the security market" (The Russian Federation Code, 1996, No. 17, Art. 1918; 2001, No. 33, Art. 3424; 2002, No. 52, Art. 5141; 2004, No. 27, Art. 2711; No. 31, Art. 3225; 2005, No. 11, Art. 900; No. 25, Art. 2426; 2006, No. 1, Art. 5; No. 2, Art. 172; No. 17, Art. 1780; No. 31, Art. 3437; No. 43, Art. 4412; 2007, No. 1, Art. 45; No. 18, Art. 2117; No. 22, Art. 2563; No. 41, Art. 4845; No. 50, Art. 6247; 2008, No. 52, Art. 6221; 2009, No. 1, Art. 28; No. 18, Art. 2154; No. 23, Art. 2770; No. 29, Art. 3642; No. 48, Art. 5731; No. 52, Art. 6428; 2010, No. 17, Art. 1988; No. 31, Art. 4193; No. 41, Art. 5193; 2011, No. 7, Art. 905; No. 23, Art. 3262; No. 29, Art. 4291; No. 48, Art. 6728; No. 49, Art. 7040; No. 50, Art. 7357; 2012, No. 25, Art. 3269; No. 31, Art. 4334; No. 53, Art. 7607; 2013, No. 26, Art. 3207; No. 30, Art. 4043, Art. 4082, Art. 4084; No. 51, Art. 6699; No. 52, Art. 6985; 2014, No. 30, Art. 4219; 2015, No. 1, Art. 13; No. 14, Art. 2022; No. 27, Art. 4001; No. 29, Art. 4348, Art. 4357; 2016, No. 1, Art. 50, Art. 81; No. 27, Art. 4225; 2017, No. 25, Art. 3592; No. 27, Art. 3925; No. 30, Art. 4444; No. 48, Art. 7052; 2018, No. 1, the Art. 65, the Art. 70), Items 11 and 14 of part 1 of article 25 of the Federal Law of November 21, 2011 No. 325-FZ "About the organized biddings" (The Russian Federation Code, 2011, No. 48, Art. 6726; 2012, No. 53, Art. 7607; 2013, No. 30, Art. 4084; No. 51, Art. 6699; 2015, No. 27, Art. 4001; No. 29, Art. 4357; 2016, No. 1, Art. 47, Art. 48; No. 27, Art. 4225; 2017, No. 30, of the Art. 4456) to bring in the Provision of the Bank of Russia of February 24, 2016 No. 534-P "About the admission of securities to the organized biddings", registered by the Ministry of Justice of the Russian Federation on April 28, 2016 No. 41964, on January 24, 2017 No. 45369 and 23 of June, 2017 No. 47128 the following changes.

1.1. Add Item 1.8 with the paragraph of the following content:

"According to the decision of the exchange in rules of listing the number of trading days in which obligations of the market maker on investment shares of exchange mutual investment fund can not be fulfilled, but no more than three trading days a month is established.".

1.2. In Item 1.9:

in paragraph one the word "List" shall be replaced with words "not quoted part of the List";

third to state the paragraph in the following edition:

"disclosures of information on mortgage securities according to the legislation on mortgage securities.".

1.3. In Item 1.21 of the word "trading day when learned" shall be replaced with words "one trading day following behind day when he learned".

1.4. State Item 4.8 in the following edition:

"4.8. The exchange makes the decision on exception of bonds of the quoted list no later than five trading days from the date of when it learned or shall learn about approach of the basis provided for exception of the securities, except as specified, specified in Items 4.9 and 4.11 of this provision, and also cases when such basis is violation of the requirements for corporate management established by appendix 7 to this Provision.".

1.5. State Item 6.1 in the following edition:

"6.1. Investment shares of the open, interval and closed mutual investment funds in case of observance of the conditions established by appendix 20 to this Provision on the decision of the exchange join in the quoted list. In case of approach of the basis provided by appendix 21 to this Provision, the specified investment shares are excluded by the exchange from the quoted list.".

1.6. Recognize Chapter 7 invalid.

1.7. The paragraph one of Item 8.12 to add with the offer of the following content: "The term of adoption of the specified decision is established by rules of listing.".

1.8. In Item 8.13:

in paragraph one of the word "or foreign exchange investment fund" to exclude;

third after the words "established by appendix 4" to add the paragraph with the words "and (or) appendix 7".

1.9. The fourth Item 9.4 to state the paragraph in the following edition:

"Dividend yield of shares is calculated the exchange according to the technique established by the exchange.".

1.10. In paragraph eleven of Item 9.5 of the word "from the moment of discharge concerning which the issuer allowed default" shall be replaced with words "along with its exception of security card".

1.11. In Item 6 of appendix 3:

the first offer of paragraph one to state in the following edition:

"According to the decision of the exchange of the share join in the quoted list of the first (highest) level without observance of 1 this appendix of requirements to the number of shares of the issuer established by subitems 1.1 and 1.2 of Item in free circulation if it is expected that following the results of carrying out the planned placement and (or) the planned sale of such shares the specified requirements will be observed.";

word in paragraph three of "stipulated in Item 1 this appendix of indicator of FF" shall be replaced with words "1 this appendix of requirements to the number of shares of the issuer established by subitems 1.1 and 1.2 of Item in free circulation".

1.12. In appendix 4:

1.12.1. In Item 1:

in subitem 1.3:

in the paragraph the second "members of collegiate executive body of the issuer and person performing functions of sole executive body" shall be replaced with words words "sole executive body and members of collegiate executive body of the issuer";

word in paragraph three of "collegiate executive body of the issuer and sole executive body of the issuer" shall be replaced with words "executive bodies of the issuer";

word in paragraph four "members of collegiate executive body of the issuer and person performing functions of sole executive body of the issuer" shall be replaced with words "sole executive body and members of collegiate executive body of the issuer";

in subitem 1.10 of the word "the structural division performing" shall be replaced with words "the structural division (structural divisions) performing" (performing)".

1.12.2. In Item 6 the word "happened" to replace with the word "is revealed".

1.12.3. In paragraph one of Item 7 of the word "other requirements established according to this appendix for inclusion of securities in the quoted list" shall be replaced with words "the requirements established according to this appendix for inclusion of securities in the quoted list, except for case of this application installed in Item 6".

1.13. In appendix 13:

to state lines 5 and 6 of the table in the following edition:

"

5	Creation and disclosure (publication) of annual consolidated financial statements (in case of its absence - the individual financial reporting) with appendix of the audit opinion confirming its reliability	The annual financial reporting is constituted and reveals the issuer - the private partner existing more than one year. If obligation fulfillment on bonds is provided with the guarantee or independent guarantee, the annual financial reporting both the issuer - the private partner, and the guarantor (guarantor) reveals (except for case when guarantor is the subject of the Russian Federation or the municipality). At the same time the guarantor (guarantor), including the foreign legal entity, shall open (to publish) the annual financial reporting according to the terms established for disclosure of such reporting by the issuer	The annual financial reporting is constituted and reveals the issuer - the private partner existing more than one year
6	Financial result	If the size GPnLK following the results of two of the last three years, beginning from the eighth year of establishment of the issuer - the private partner, positive	If the size GPnLK for the period, determined by the exchange, positive

 

to state explanations to the table in the following edition:

"Explanations to the table.

The reporting (the line 5) is constituted according to IFRS. In case of reorganization of the issuer - the private partner (the guarantor, the guarantor) the requirement about availability of the reporting concerning which audit was booked is applied starting with the financial reporting in year in which reorganization was complete and if reorganization was complete after October 1 - starting with the financial reporting in the year following after year in which reorganization (except for the issuer of the private partner was complete (the guarantor, the guarantor), to which accession was performed or from which allocation, and also cases of transformation of the issuer - the private partner (the guarantor, the guarantor) was performed.

The size GPnLK (the line 6) is calculated by formula:

                                                                                                           GPnLK = PnLeK + PnLgK,

where:

GPnLK - cumulative financial result (total comprehensive income);

PnLeK - financial result (total comprehensive income) of the issuer - the private partner in data of its annual consolidated statements or, in case of its absence, the individual financial reporting for the last complete accounting year;

PnLgK - financial result (total comprehensive income) of the guarantor (guarantor) according to its annual consolidated or, in case of its absence, the individual financial reporting for the last complete accounting year.

In case of positive PnLeK GPnLK value equals to PnLeK value.

If the issuer - the private partner and the guarantor (guarantor) are included into one holding company (group) constituting consolidated financial statements in which assets, the financial reporting, obligations, the capital, the income, expenses and cash flows of the issuer - the private partner and the guarantor (guarantor) are provided as assets, obligations, the capital, the income, expenses and cash flows of the single subject of economic activity the size GPnLK equals to total comprehensive income according to annual consolidated financial statements.

When calculating the size GPnLK indicators of PnLeK and PnLgK are determined taking into account financial results of the legal entity (one of legal entities) as a result of whose reorganization were created the issuer - the private partner and the guarantor (guarantor).".

1.14. In appendix 14:

state line 2 in the following edition:

"

2

Financial result

If the size GPnLK following the results of two of the last three years, beginning from the eighth year of establishment of the issuer, negative

If the size GPnLK for the period, determined by the exchange, negative

";

to state explanations to the table in the following edition:

"Explanations to the table.

The size GPnLK (the line 2) is calculated by formula and according to the explanations to the table specified in appendix 13 to this Provision.".

1.15. To state line 3 of appendix 15 in the following edition:

"

3

Creation and disclosure (publication) of annual consolidated financial statements (in case of its absence - the individual financial reporting) with appendix of the audit opinion confirming its reliability

Acceptance of obligation by bond issuing institution on disclosure (publication) of the annual financial reporting. If obligation fulfillment on bonds is provided with the guarantee or independent guarantee, then the guarantor (guarantor) assumes obligation on disclosure (publication) annual consolidated (and in the absence of consolidated - individual) the financial reporting. At the same time the guarantor (guarantor), including the foreign legal entity, shall open (to publish) the annual financial reporting according to the terms established for disclosure of such reporting by the issuer

Acceptance of obligation by bond issuing institution on disclosure (publication) of the annual financial reporting

".

1.16. To state line 3 of appendix 17 in the following edition:

"

3

Creation and disclosure (publication) of annual consolidated financial statements (in case of its absence - the individual financial reporting) with appendix of the audit opinion confirming its reliability

Acceptance of obligation by specialized society on disclosure (publication) of the annual financial reporting. If obligation fulfillment on bonds is provided with the guarantee or independent guarantee, reveals the annual financial reporting of both the issuer, and the guarantor (guarantor) (is published). At the same time the guarantor (guarantor), including the foreign legal entity, shall open (to publish) the annual financial reporting according to the terms established for disclosure of such reporting by the issuer

Acceptance of obligation by specialized society on disclosure (publication) of the annual financial reporting

".

1.17. State appendix 20 in edition of appendix 1 to this Instruction.

1.18. State appendix 21 in edition of appendix 2 to this Instruction.

1.19. State appendix 22 in edition of appendix 3 to this Instruction.

1.20. State appendix 23 in edition of appendix 4 to this Instruction.

1.21. Declare appendix 24 invalid.

1.22. Declare appendix 25 invalid.

1.23. To state line 4 of appendix 28 in the following edition:

"

4

Creation and disclosure (publication) of annual consolidated financial statements (in case of its absence - the individual financial reporting) with appendix of the audit opinion confirming its reliability

Acceptance of obligation by bond issuing institution on disclosure (publication) of the annual financial reporting

Acceptance of obligation by bond issuing institution on disclosure (publication) of the annual financial reporting

 

2. This Instruction becomes effective after 10 days after day of its official publication.

3. The rules of listing existing on the date of entry into force of this Instruction shall be brought into accord with its requirements within three months from the date of entry into force of this Instruction.

Appendix 1

to the Instruction of the Bank of Russia of April 20, 2018 No. 4778-U "About modification of the Provision of the Bank of Russia of February 24, 2016 No. 534-P "About the admission of securities to the organized biddings"

"Appendix 20

to the Provision of the Bank of Russia of February 24, 2016 No. 534-P "About the admission of securities to the organized biddings"

Conditions of inclusion of investment shares of the open, interval and closed mutual investment funds in quoted lists

 

№ of payment order	Conditions for inclusion in the quoted list	First (highest) level	Second level
1	2	3	4
1	Net assets value of mutual investment fund	At least one billion rubles	Are established by the exchange
2	Requirements to disclosure of information on mutual investment fund	Are established by the exchange	Are established by the exchange
3	Requirements to amount of transactions with investment shares of mutual investment fund	Are established by the exchange	Are established by the exchange

".

Appendix 2

to the Instruction of the Bank of Russia of April 20, 2018 No. 4778-U "About modification of the Provision of the Bank of Russia of February 24, 2016 No. 534-P "About the admission of securities to the organized biddings"

"Appendix 21

to the Provision of the Bank of Russia of February 24, 2016 No. 534-P "About the admission of securities to the organized biddings"

The bases of exception of investment shares of the open, interval and closed mutual investment funds of quoted lists

 

№ of payment order	Basis for exception of the quoted list	First (highest) level	Second level
1	2	3	4
1	Net assets value of mutual investment fund	Within one month less than one billion rubles	It is lower than the level, established by the exchange

".

Appendix 3

to the Instruction of the Bank of Russia of April 20, 2018 No. 4778-U "About modification of the Provision of the Bank of Russia of February 24, 2016 No. 534-P "About the admission of securities to the organized biddings"

"Appendix 22

to the Provision of the Bank of Russia of February 24, 2016 No. 534-P "About the admission of securities to the organized biddings"

Conditions of inclusion of investment shares of exchange mutual investment funds in quoted lists

 

№ of payment order	Conditions for inclusion in the quoted list	First (highest) level	Second level
1	2	3	4
1	Requirements to disclosure information on exchange mutual investment fund	Are established by the exchange	Are established by the exchange
2	The activities of the market maker provided by rules of trust management of exchange mutual investment fund	The amount of transactions with investment shares at the organized biddings made by the market maker of exchange mutual investment fund during the substantive trading session (the trade period) of one trading day on reaching which its obligation of the market maker this day stops, constitutes at least 50 million rubles or the period of execution during the substantive trading session (the trade period) of one trading day of obligation of the market maker makes at least three quarters of time of tendering of this day	The amount of transactions with investment shares at the organized biddings made by the market maker of exchange mutual investment fund during the substantive trading session (the trade period) of one trading day on reaching which its obligation of the market maker this day stops, constitutes at least the size determined by the exchange or the execution period during the substantive trading session (the trade period) of one trading day of obligation of the market maker makes at least the period of time of this day determined by the exchange

".

Appendix 4

to the Instruction of the Bank of Russia of April 20, 2018 No. 4778-U "About modification of the Provision of the Bank of Russia of February 24, 2016 No. 534-P "About the admission of securities to the organized biddings"

"Appendix 23

to the Provision of the Bank of Russia of February 24, 2016 No. 534-P "About the admission of securities to the organized biddings"

Bases of exception of investment shares of exchange mutual investment funds of quoted lists

 

№ of payment order	Basis for exception of the quoted list	First (highest) level	Second level
1	2	3	4
1	Non-compliance with the requirements to disclosure of information on exchange investment fund specified in line of 1 table of appendix 22 to this Provision	Not allowed	Not allowed
2	Non-execution by the market maker of obligation on transactions with investment shares of exchange mutual investment fund before achievement of the amount provided in the line 2 tables of appendix 22 to this Provision, or discharge of duty of the market maker during the substantive trading session (the trade period) of one trading day less than three quarters of time of tendering of this day (in case of adoption by the exchange of the decision on materiality and systematicity of non-execution of the specified conditions for inclusion in the quoted list)	Not allowed	Not allowed
3	Exceeding of number of trading days in month in which obligations of the market maker on investment shares of exchange investment fund are not fulfilled, over the number of days established by the exchange (in case of adoption by the exchange of the decision on materiality and systematicity of such exceeding)	Not allowed	Not allowed

 

Explanations to the table.

The basis for exception of the quoted list (the line 3) is applied in case of establishment by the exchange according to the paragraph third Item 1.8 of this provision of number of trading days in which obligations of the market maker on investment shares of exchange mutual investment fund can not be fulfilled.".

 

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