INSTRUCTION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of May 25, 2018 No. 4804-U

About modification of the Provision of the Bank of Russia of June 1, 2016 No. 546-P "About the list of the information connected with implementation of the rights on securities, provided by issuers to the central depositary, procedure and terms of its provision and also about requirements to procedure for provision by the central depositary of access to such information"

1. Based on Items 1 and 3 of article 30.3 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, Art. 65, Art. 70; No. 17, of the Art. 2424) to bring in the Provision of the Bank of Russia of June 1, 2016 No. 546-P "About the list of the information connected with implementation of the rights on securities, provided by issuers to the central depositary, procedure and terms of its provision, and also about requirements to procedure for provision by the central depositary of access to such information", registered by the Ministry of Justice of the Russian Federation on July 4, 2016 No. 42745, the following changes.

1.1. Add Chapter 2 with Items 2.4 - 2.7 following of content:

"2.4. In case of detection (identification) of inexact, incomplete and (or) false information in information which is earlier provided to the central depositary, the issuer to the central depositary according to the procedure, established by Chapter 16 of this provision, the changed information which also shall contain is provided:

specifying on the fact that she is presented in connection with change of earlier provided information;

the reference to earlier provided information which changes;

the short description of the made changes in earlier provided information.

2.5. To the central depositary the issuer provides information on acceptance by governing body of the issuer of the decision changing the decision which is earlier made by it, information on which was provided to the central depositary according to this Provision (further - information on change of the decision).

2.6. Information on change of the decision provided to the central depositary shall contain:

decision date;

the name of governing body of the issuer who made the decision;

date of creation and number of the minutes (meeting) of governing body of the issuer if the decision is made by collegiate organ of management of the issuer;

the formulation of the made decision, and also the short description of changes in contents of earlier made decision;

the reference to provided information about earlier made decision.

2.7. Information on change of the decision is submitted by the issuer to the central depositary in time no later than one day from the date of the decision making changing the decision which is earlier made by it and if such decision is made by collegiate organ of management of the issuer - from the date of creation of the protocol (day of the expiration established for creation of the protocol) of meeting (meeting) of collegiate organ of management of the issuer on which it is accepted.

If information on change of the decision reveals the issuer in the form of the Material Fact Statement, the specified information is submitted by the issuer to the central depositary in time no later than one day from the moment of approach of essential fact about holding general meeting of participants (shareholders) of the issuer and about the decisions or on the separate decisions made by the board of directors (supervisory board) of the issuer made by it which are provided by Items 14.4 and 15.4 of the Provision of the Bank of Russia of December 30, 2014 No. 454-P "About disclosure of information by issuers of issued securities", No. registered by the Ministry of Justice of the Russian Federation on February 12, 2015 35989, on February 26, 2016 No. 41227, on June 6, 2016 No. 42431, on December 6, 2017 No. 49122, 08.08.2018 No. 51818 (further - the Provision of the Bank of Russia of December 30, 2014 No. 454-P), depending on that, by what of governing bodies of the issuer the relevant decision is made.".

1.2. In Item 4.1:

paragraphs third - the fifth to recognize invalid;

add with the paragraph of the following content:

"about the announcement of general meeting of shareholders of the issuer cancelled.".

1.3. State Item 4.2 in the following edition:

"4.2. Information on convocation of general shareholder meeting provided to the central depositary shall contain data which according to Item 14.2 of the Provision of the Bank of Russia of December 30, 2014 are specified to No. 454-P in the Material Fact Statement about convocation of general meeting of shareholders of the issuer.".

1.4. Items 4.4 - 4.9 to recognize invalid.

1.5. Add Chapter 4 with Items 4.12 and 4.13 of the following content:

"4.12. Information on the announcement of general meeting of shareholders of the issuer provided to the central depositary cancelled shall contain data which according to Item 14.6 of the Provision of the Bank of Russia of December 30, 2014 are specified to No. 454-P in the Material Fact Statement about the announcement of general meeting of participants (shareholders) of the issuer cancelled.

4.13. Information on the announcement of general meeting of shareholders of the issuer cancelled is submitted by the issuer to the central depositary in time no later than one day from the moment of approach of essential fact about the announcement of general meeting of participants (shareholders) of the issuer cancelled, the Provision of the Bank of Russia determined according to Item 14.6 of December 30, 2014 No. 454-P.".

1.6. State Items 5.8 and 5.9 in the following edition:

"5.8. Information on registration of the changes made to the decision on release (additional release) of the shares and issued securities converted into shares, concerning procedure of the privilege of their acquisition provided to the central depositary shall contain:

identification signs of the placed additional shares and issued securities converted into shares concerning which there is privilege of their acquisition;

registration date of the changes concerning procedure of the privilege of acquisition of the placed shares or issued securities converted into shares which are introduced in the decision on release (additional release) of securities;

the text of the registered changes in the decision on release (additional release) of the shares (the registered changes in the decision on release (additional release) of the issued securities converted into shares) concerning procedure of the privilege of their acquisition;

the name of governing body of the issuer who made the decision on modification of the decision on release (additional release) of the shares or issued securities converted into shares, concerning procedure of the privilege of their acquisition;

decision date about modification of the decision on release (additional release) of the shares or issued securities converted into shares, concerning procedure of the privilege of their acquisition;

date of creation and number of the minutes (meeting) of collegiate organ of management of the issuer on whom the decision on modification of the decision on release (additional release) of the shares or issued securities converted into shares, concerning procedure of the privilege of their acquisition if the decision is made by collegiate organ of management of the issuer is made.

5.9. Information on registration of the changes made to the decision on release (additional release) of the shares and issued securities converted into shares, concerning procedure of the privilege of their acquisition is submitted by the issuer to the central depositary in time no later than three days from the date of in which the issuer learned or shall learn about registration of the specified changes.".

1.7. The fourth Item 7.1 to declare the paragraph invalid.

1.8. Third Item 7.6 to state the paragraph in the following edition:

"total quantity of subjects to acquisition or share repurchase of each category (type) concerning which statements for their sale to the issuer or requirements about their redemption the issuer arrived;".

1.9. Recognize Items 7.8 and 7.9 invalid.

1.10. Add Item 7.10 with the paragraph of the following content:

"surname, name, middle name (if the last is available) and (or) other data (in the presence) allowing to identify the notary in whose deposit money is listed for the shares acquired or redeemed by the issuer, in case of lack of information on bank account details or impossibility of transfer of money on the bank account of person having the right to payments on the circumstances which are not depending on the issuer.".

1.11. State Item 7.11 in the following edition:

"7.11. Information on discharge of duty on payment of money for acquisition or share repurchase of certain categories (types) by their issuer is submitted by the issuer to the central depositary in time no later than one day from the date of in which the issuer in full fulfilled the specified duty.".

1.12. Add Item 8.8 with paragraphs of the following content:

"the number of the shares and issued securities converted into shares concerning which the voluntary or obligatory offer on their acquisition is directed;

the complete and (or) reduced trade name (for non-profit organization - the name), INN (in the presence), PSRN (in the presence) the legal entity or surname, name, middle name (in the presence of the last) physical person which directed the voluntary or obligatory offer on share acquisition and the issued securities converted into shares the changes made to the voluntary or obligatory offer, the notification on the right to require share repurchase and issued securities converted into shares, or the requirement about share repurchase and the issued securities converted into shares.".

1.13. State Chapter 9 in the following edition:

"Chapter 9. The list of information connected with implementation of the right to the announced dividends

9.1. To the central depositary the issuer provides the following information connected with implementation of the right to the announced dividends:

about recommendations of the board of directors (supervisory board) of the issuer for the sizes of share dividends and procedure for their payment;

about dividend declaration according to shares;

about measure values of total amount of the dividends which are subject to payment and received by the issuer;

about execution (partial execution) by the issuer of obligation (obligations) on payment of the announced share dividends in cash;

about non-execution of obligation (obligations) on payment of the announced share dividends.

9.2. Information on recommendations of the board of directors (supervisory board) of the issuer for the sizes of share dividends and procedure for their payment provided to the central depositary shall contain data which according to Item 15.4 of the Provision of the Bank of Russia of December 30, 2014 are specified to No. 454-P in the Material Fact Statement about the separate decisions made by the board of directors (supervisory board) of the issuer regarding the decision on recommendations for the sizes of share dividends of the issuer which is joint-stock company and procedure for their payment.

9.3. Information on recommendations of the board of directors (supervisory board) of the issuer for the sizes of share dividends and procedure for their payment is submitted by the issuer to the central depositary in time no later than one day from the moment of approach of essential fact about the separate decisions made by the board of directors (supervisory board) of the issuer determined according to Item 15.6 of the Provision of the Bank of Russia of December 30, 2014 No. 454-P.

9.4. Information on dividend declaration on shares provided to the central depositary shall contain data which according to Item 30.2 of the Provision of the Bank of Russia of December 30, 2014 are specified to No. 454-P in the Material Fact Statement about imputed incomes on issued securities of the issuer.

9.5. Information on dividend declaration on shares is submitted by the issuer to the central depositary in time no later than one day from the moment of approach of essential fact about imputed incomes on issued securities of the issuer determined according to Item 30.3 of the Provision of the Bank of Russia of December 30, 2014 No. 454-P.

9.6. Information on measure values of total amount of the dividends which are subject to payment and received by the issuer provided to the central depositary shall contain:

identification signs of shares on which the issuer intends to fulfill duty on payment of the announced dividends;

accounting period (year; 3, 6, 9 months of year; other period) for which the issuer intends to fulfill duty (obligations) on payment of the announced share dividends;

date for which persons having the right to the announced share dividends are determined;

measure values of "D1" and "D2" determined according to Item 5 of article 275 of the Tax Code of the Russian Federation (The Russian Federation Code, 2000, No. 32, Art. 3340; 2013, No. 44, Art. 5645; No. 52, Art. 6985; 2015, No. 48, Art. 6692).

9.7. Information on measure values of total amount of the dividends which are subject to payment and received by the issuer is submitted by the issuer to the central depositary in time no later than five days from the date of on which persons having the right to the announced share dividends of the issuer, but no later than day of execution by the issuer of obligation (obligations) are determined by dividend payout before the persons having the right to their obtaining, who are not registered in the shareholder register of the issuer.

9.8. Information on execution (partial execution) by the issuer of obligation (obligations) on payment of the announced share dividends provided to the central depositary in cash shall contain data which according to Item 30.4 of the Provision of the Bank of Russia of December 30, 2014 are specified to No. 454-P in the Material Fact Statement about the paid income on issued securities of the issuer.

9.9. Information on execution (partial execution) by the issuer of obligation (obligations) on payment of the announced share dividends in cash is submitted by the issuer to the central depositary in time no later than one day from the moment of approach of essential fact about the paid income on issued securities of the issuer determined according to Item 30.5 of the Provision of the Bank of Russia of December 30, 2014 No. 454-P for case of payment of the income (dividends) for shares of the issuer.

9.10. Requirements of Items 9.8 and 9.9 of this provision do not extend to execution by the issuer of obligation (obligations) on payment of unclaimed share dividends of the issuer.

9.11. Information on non-execution of obligation (obligations) on payment of the announced share dividends provided to the central depositary shall contain data which according to Item 37.2 of the Provision of the Bank of Russia of December 30, 2014 are specified to No. 454-P in the Material Fact Statement about non-execution of obligations of the issuer to owners of its issued securities.

9.12. Information on non-execution of obligation (obligations) on payment of the announced share dividends is submitted by the issuer to the central depositary in time no later than one day from the moment of approach of essential fact about non-execution of obligations of the issuer to owners of its issued securities determined according to Item 37.3 of the Provision of the Bank of Russia of December 30, 2014 No. 454-P for case of non-execution of obligations by dividend payout according to shares of the issuer before the persons having the right to their obtaining, who are not registered in the shareholder register of the issuer.

9.13. In case of provision by the issuer to the central depositary of information on partial execution by the issuer of obligation (obligations) on payment of the announced share dividends in cash, stipulated in Item 9.8 this provision, provision to the central depositary of information on non-execution of obligation (obligations) on payment of the announced share dividends, stipulated in Item 9.11 this provision, are not required.".

1.14. In Item 12.1:

declare paragraph two invalid;

the third and fourth to state paragraphs in the following edition:

"about the direction of the money which is subject to payment to bondholders in case of their repayment, partial repayment and (or) payment of the interest (coupon) income for bonds (information is provided concerning bonds on which to money payments rules of articles 7.1 and 8.7 of the Federal law "About the Security Market" are not applied);

about execution by the issuer of obligation on payment of money for repayment, partial bond redemption and (or) payment of the interest (coupon) income for bonds (information is provided concerning bonds on which to money payments rules of articles 7.1 and 8.7 of the Federal law "About the Security Market" are not applied).".

1.15. Recognize Items 12.2 and 12.3 invalid.

1.16. In Item 13.1:

third to declare the paragraph invalid;

add with paragraphs of the following content:

"about early (partial early) bond redemption at the discretion of their issuer;

about bonds acquisition by the issuer under the agreement with their owners (about the proposal of the issuer to acquire belonging to bondholders).".

1.17. State Item 13.3 in the following edition:

"13.3. Information on origin at bondholders of the right to demand from the issuer of early repayment or acquisition of the bonds belonging to them is submitted by the issuer to the central depositary in time no later than one day from the moment of approach of essential fact about origin at bondholders of the issuer of the right to demand from the issuer of early repayment of the bonds of the issuer determined according to Item 54.3 of the Provision of the Bank of Russia of December 30, 2014 No. 454-P. belonging to them".

1.18. Recognize Items 13.4 and 13.5 invalid.

1.19. State Item 13.7 in the following edition:

"13.7. Information on discharge of duty on payment of money for early repayment or bonds acquisition by their issuer is submitted by the issuer to the central depositary in time no later than one day from the date of execution by the issuer of the specified obligation.".

1.20. Add Chapter 13 with Items 13.10 - 13.13 following contents:

"13:10. Information provided to the central depositary about early (partial early) bond redemption at the discretion of their issuer shall contain:

identification signs of bonds concerning which repayment at the discretion of their issuer is performed early (partial early);

nominal value (residual nominal value if part of nominal value is already paid in connection with partial repayment) each bond concerning which repayment at the discretion of her issuer is performed early (partial early);

total quantity of bonds concerning which repayment at the discretion of their issuer is performed early (partial early);

performed fulfilled at the discretion of the issuer obligation (obligation) on bonds (partial early repayment, early repayment of bonds);

the name of governing body of the issuer who made the decision about early (partial early) bond redemption at the discretion of the issuer, and decision date;

date of creation and number of the minutes (meeting) of governing body of the issuer if the decision about early (partial early) bond redemption at the discretion of the issuer is made by collegiate organ of management of the issuer;

cost early (partial early) bond redemptions (the amount paid in case of early (partial early) bond redemption) at the discretion of their issuer;

procedure early (partial early) bond redemptions at the discretion of their issuer;

the size of the money which is subject to payment counting on one bond in case of early (partial early) bond redemption at the discretion of their issuer;

date for which persons having the right to the money paid in case of early (partial early) bond redemption at the discretion of their issuer are determined;

the planned completion date the issuer of obligation on transfer of the money which is subject to payment in case of early (partial early) bond redemption at the discretion of their issuer, to the depositary performing obligatory centralized storage of documentary bonds with obligatory centralized storage (the depositary considering the rights to registered bonds for which the personal account of the nominee holder in the register of owners of securities of the issuer is opened).

13:11. Information about early (partial early) bond redemption at the discretion of their issuer is submitted by the issuer to the central depositary in time no later than one day from the date of creation of the protocol (day of the expiration established for creation of the protocol) of meeting (meeting) of authorized body of management of the issuer, on which the decision about early is made (partial early), bond redemption at the discretion of their issuer and if the authorized body of management of the issuer which made the decision is the sole executive body of the issuer - no later than one day from the date of decision making of the issuer by sole executive body.

13:12. Information on bonds acquisition by the issuer provided to the central depositary under the agreement with their owners (about the proposal of the issuer to acquire belonging to bondholders) shall contain:

identification signs of the bonds acquired by the issuer under the agreement with their owners;

nominal value (residual nominal value if part of nominal value is already paid in connection with partial repayment) each bond acquired by the issuer under the agreement with its owner;

quantity acquired by bond issuing institution under the agreement with their owners;

the name of governing body of the issuer who made the decision on acquisition by bond issuing institution under the agreement with their owners and decision date;

date of creation and number of the minutes (meeting) of governing body of the issuer if the decision on acquisition by bond issuing institution under the agreement with their owners is made by collegiate organ of management of the issuer;

the price (procedure for determination of the price) of acquisition by bond issuing institution under the agreement with their owners;

form and payment due date of the bonds acquired by the issuer under the agreement with their owners;

procedure for bonds acquisition by the issuer under the agreement with their owners, including:

procedure for the direction of the offer on bonds acquisition;

the term (procedure for determination of term) during which bondholders can send to the issuer the answer about adoption of the offer on bonds acquisition;

procedure for the direction of the answer about adoption of the offer on bonds acquisition by their issuer.

13:13. Information on bonds acquisition by the issuer under the agreement with their owners (about the proposal of the issuer to acquire belonging to bondholders) is provided by the issuer to the central depositary after day of acceptance by authorized body of management of the issuer of the decision on acquisition by bond issuing institution under the agreement with their owners, but not later than seven working days prior to the beginning of the term during which bondholders can send to the issuer the answer about adoption of the offer on bonds acquisition.".

1.21. Paragraphs the third and fourth Item 15.1 to recognize invalid.

1.22. Items 15.4 - 15.7 to recognize invalid.

1.23. State Item 15.14 in the following edition:

"15:14. Information on attraction or replacement of the organizations rendering to the issuer of service of the intermediary in case of execution by the issuer of obligations in bonds and also on change of data on the specified organizations provided to the central depositary shall contain data which according to Items 56. 2, 56.4 and 56.6 Provisions of the Bank of Russia of December 30, 2014 are specified to No. 454-P in the Material Fact Statement about attraction or replacement of the organizations rendering to the issuer of service of the intermediary in case of execution by the issuer of obligations in bonds or other issued securities of the issuer and also about change of data on the specified organizations.".

1.24. State Items 15.18 and 15.19 in the following edition:

"15:18. Information on determination of interest rate (coupon) on bonds provided to the central depositary shall contain data which according to Item 30.2 of the Provision of the Bank of Russia of December 30, 2014 are specified to No. 454-P in the Material Fact Statement about imputed incomes on issued securities of the issuer.

15:19. Information on determination of interest rate (coupon) on bonds is submitted by the issuer to the central depositary in time no later than one day from the moment of approach of essential fact about imputed incomes on issued securities of the issuer determined according to Item 30.3 of the Provision of the Bank of Russia of December 30, 2014 No. 454-P.".

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

 

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