INSTRUCTION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of September 12, 2019 No. 5254-U

About form (format), requirements to content and procedure for the consideration of the application of the issuer which is joint-stock company of release it from obligation to perform disclosure of information according to article 30 of the Federal law "About the Security Market", and also about the list of the documents enclosed to such application

This Instruction based on Items 2 and 5 of article 30.1 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; No. 52, Art. 7920; 2018, No. 1, Art. 65, Art. 70; No. 17, Art. 2424; No. 18, Art. 2560; No. 32, Art. 5088; No. 49, Art. 7524; No. 53, Art. 8440; 2019, No. 25, Art. 3169; No. 30, Art. 4150; No. 31, of the Art. 4418) (further - the Federal Law "About the Security Market") establishes form (format), requirements to content and procedure for the consideration of the application of the issuer which is joint-stock company about release it from obligation to perform disclosure of information according to article 30 of the Federal law "About the Security Market", and also the list of the documents enclosed to such application.

1. The statement of the issuer of issued securities, being joint-stock company (further - the issuer), about release it from obligation to perform disclosure of information according to article 30 of the Federal law "About the Security Market" (further - obligation to perform disclosure of information) (further - the application) it shall be submitted in the Bank of Russia in form according to appendix to this Instruction.

2. The statement shall contain:

full trade name of the issuer, primary state registration number of the issuer, identification taxpayer number of the issuer;

the registration number assigned to share issue of the issuer, being in circulation, and date of its registration and if in relation to the specified share issue of the issuer registration of additional share issue is performed and the decision on cancellation of its individual code - also registration number assigned to the specified additional share issue of the issuer and date of its registration is not made on this additional release by the Bank of Russia;

specifying on structural division of the Bank of Russia, authorized to consider the application according to Item 7 of this Instruction;

date of general shareholder meeting (decision date the single shareholder) the issuer who makes the decision to file in the Bank of Russia petition and if the issuer is public joint stock company - also the decision on entering into the charter of the specified issuer of the changes excluding specifying on the fact that the specified issuer is public joint stock company, number and date of creation of the protocol of the specified general meeting of shareholders (number and document date which draws up the specified decision of the single shareholder) of the issuer;

method of obtaining by the issuer of the notifications which are subject to the direction to the issuer (to delivery to the authorized person of the issuer) according to this Instruction: by means of the direction mail service of the registered mail with the assurance of receipt to the address specified by the issuer, by means of delivery under the signature to the authorized person of the issuer on expedition of the Bank of Russia (territorial office of the Bank of Russia) or by means of the direction in electronic form according to the procedure, No. 4600-U provided by the Instruction of the Bank of Russia of November 3, 2017 "About order of interaction of the Bank of Russia with credit institutions, not credit financial credit institutions and other participants of information exchange when using of information resources of the Bank of Russia, including personal account by them", No. 49605 registered by the Ministry of Justice of the Russian Federation on January 11, 2018 (further - the Instruction of the Bank of Russia No. 4600-U);

the address for the direction to the issuer of mailings in case of the choice of mail service as method of obtaining by the issuer of the notifications which are subject to the direction to the issuer according to this Instruction;

signature date of the statement the person holding position (performing functions) sole executive body of the issuer, or other person authorized by the issuer.

3. The application shall be on paper signed by the person holding position (performing functions) of sole executive body of the issuer, or other person authorized by the issuer and is under seal the issuer (in the presence).

4. The following documents shall be enclosed to the application:

the copy (the statement from) the protocol of general meeting of shareholders (the decision of the single shareholder) of the issuer which makes the decision to file in the Bank of Russia petition and if the issuer is public joint stock company - also the decision on entering into the charter of the specified issuer of the changes excluding specifying on the fact that the specified issuer is public joint stock company;

the certificate of the issuer of availability or of absence at it other issued securities, except for shares concerning which registration of the prospectus of the specified securities is performed;

the certificate of the issuer of lack at it of the shares included in the list of the securities admitted to organized trading and also about availability or about absence at it other issued securities other than its shares included in the list of the securities admitted to organized trading;

the reference of the issuer, being public joint stock company, confirming fact of entry into force of decisions of general meeting of shareholders of the specified issuer on entering into the charter of the issuer of the changes excluding specifying on the fact that the issuer is public joint stock company about the appeal of the issuer to the Bank of Russia with the statement for release it from obligation to open information, stipulated by the legislation the Russian Federation about securities, and about the address with the statement for delisting of all shares and all issued securities converted into shares. The specified reference is not submitted in cases when the decision on the questions provided by this paragraph is made by general meeting of shareholders of public society unanimously all shareholders of public society or the single shareholder of public society;

the reference of the issuer, being non-public joint-stock company with number of shareholders more 500, to which proves to be true entry into force of the decision on the question specified in Item 1 of article 92.1 of the Federal Law of December 26, 1995 to No. 208-FZ "About joint-stock companies" (The Russian Federation Code, 1996, No. 1, Art. 1; No. 25, Art. 2956; 1999, No. 22, Art. 2672; 2001, No. 33, Art. 3423; 2002, No. 12, Art. 1093; No. 45, Art. 4436; 2003, No. 9, Art. 805; 2004, No. 11, Art. 913; No. 15, Art. 1343; No. 49, Art. 4852; 2005, No. 1, Art. 18; 2006, No. 1, Art. 5, Art. 19; No. 2, Art. 172; No. 31, Art. 3437, Art. 3445, Art. 3454; No. 52, Art. 5497; 2007, No. 7, Art. 834; No. 31, Art. 4016; No. 49, Art. 6079; 2008, No. 18, Art. 1941; 2009, No. 1, Art. 23; No. 19, Art. 2279; No. 23, Art. 2770; No. 29, Art. 3642; No. 52, Art. 6428; 2010, No. 41, Art. 5193; No. 45, Art. 5757; 2011, No. 1, Art. 13, Art. 21; No. 30, Art. 4576; No. 48, Art. 6728; No. 49, Art. 7024, Art. 7040; No. 50, Art. 7357; 2012, No. 25, Art. 3267; No. 31, Art. 4334; No. 53, Art. 7607; 2013, No. 14, Art. 1655; No. 30, Art. 4043, Art. 4084; No. 45, Art. 5797; No. 51, Art. 6699; No. 52, Art. 6975; 2014, No. 19, Art. 2304; No. 30, Art. 4219; No. 52, Art. 7543; 2015, No. 14, Art. 2022; No. 27, Art. 4001; 2016, No. 1, Art. 29; No. 23, Art. 3296; No. 27, Art. 4271, Art. 4272, Art. 4273, Art. 4276; 2017, No. 31, Art. 4782; 2018, No. 1, Art. 65; No. 11, Art. 1584; No. 18, Art. 2557; No. 30, Art. 4544; No. 53, Art. 8440; 2019, No. 16, Art. 1818). The specified reference is not submitted in cases when the decision on the question provided by this paragraph is made by general meeting of shareholders of non-public joint-stock company with number of shareholders more than 500 unanimously all shareholders of non-public joint-stock company;

the reference of the issuer, being the joint-stock company created till September 1, 2014 which answers signs of public joint stock company, stipulated in Item 1 Article 66.3 of the Civil code of the Russian Federation (The Russian Federation Code, 1994, with No. 32, Art. 3301; 2014, No. 19, the Art. 2304), but the charter and which trade name do not contain specifying on the fact that the joint-stock company is public, about absence at it for September 1, 2014 the shares or securities converted into shares which were included in the list of the securities admitted to organized trading;

the reference of the issuer, being the joint-stock company created till September 1, 2014 which answers signs of public joint stock company, stipulated in Item 1 Article 66.3 of the Civil code of the Russian Federation, but the charter and which trade name do not contain specifying on the fact that the joint-stock company is public, about the number of shareholders of the issuer for September 1, 2014;

the document (the copy of the document) confirming (confirming) power of the person for signing of the statement and documents (assurance of copies of the specified documents) provided by this Item if the specified statements and (or) documents are signed (copies of the specified documents are certified) the person who is not holding position (who is not performing function) sole executive body of the issuer;

the inventory of the submitted documents.

5. The references of the issuer specified in paragraphs three - the seventh item 4 of this Instruction, shall be signed by the person holding position (performing functions) of sole executive body of the issuer, or and are certified by other person authorized by the issuer sealed) the issuer (in the presence).

The reference of the issuer specified in paragraph eight of item 4 of this Instruction shall be signed by the person holding position (performing functions) of sole executive body of the issuer, or and is certified by other person authorized by the issuer sealed) the issuer (in the presence). The specified reference also shall be signed by the person holding position (performing functions) of sole executive body of the registrar performing maintaining the register of owners of issued securities of the issuer (further - the registrar), or other person authorized by the registrar and is certified sealed) registrars (in the presence) or the separate reference on behalf of the registrar signed by the authorized person of the registrar and under seal registrars (in the presence) which shall contain information specified in paragraph eight of item 4 of this Instruction shall be provided by the issuer.

6. The statement and documents, the stipulated in Item 4 presents of the Instruction represented to the Bank of Russia on paper which contain more than one leaf shall be numbered, stitched, under seal the issuer (in the presence) and are certified by the signature of person holding position (performing functions) the sole executive body of the issuer, or other representative the issuer of person. Fidelity of copies of documents shall be confirmed with the signature of person holding position (performing functions) the sole executive body of the issuer, or other representative the issuer of person and the issuer's seal (in the presence).

7. The statement and documents, the stipulated in Item 4 presents of the Instruction, shall be submitted for their review by the Bank of Russia by the issuer:

in Department of the corporate relations if the issuer is the credit institution or the organization included in the list of issuers approved based on subitem 11.2.1.1 of Item 11.2.1 of the Provision of the Bank of Russia of August 11, 2014 No. 428-P "About standards of issue of securities, procedure for state registration of release (additional release) of issued securities, state registration of reports on release results (additional release) of issued securities and registration of prospectuses of securities", No. registered by the Ministry of Justice of the Russian Federation on September 9, 2014 34005, on November 12, 2015 No. 39691, on May 20, 2016 No. 42184, on November 22, 2016 No. 44386, on August 28, 2017 No. 47988, on January 22, 2019 No. 53499 (further - the Provision of the Bank of Russia No. 428-P);

in the territorial office of the Bank of Russia specified in Items 11.2.2 and 11.2.3 of the Provision of the Bank of Russia No. 428-P in the location of the issuer if the issuer is not the organization specified in the paragraph the second this Item.

8. In case of non-compliance by the issuer in case of representation the Bank of Russia shall direct applications to a bank of Russia of requirements of Item 7 of this Instruction to the issuer (to hand to the authorized person of the issuer) the notification on leaving of the statement without consideration with indication of on structural division of the Bank of Russia, authorized to consider the application of the issuer according to Item 7 of this Instruction. The statement and documents submitted by the issuer on paper are put to the notification on leaving of the statement without consideration.

9. The statement and documents, the stipulated in Item 4 presents of the Instruction, shall be submitted for their review by the Bank of Russia by the issuer to one of the following methods:

on paper by the direction of the registered mail with the assurance of receipt (other registered mailing with the notification of the sender on delivery to the addressee) or by transfer to expedition of the Bank of Russia (territorial office of the Bank of Russia);

in electronic form according to the procedure, provided by the Instruction of the Bank of Russia No. 4600-U.

10. The statement and documents, the stipulated in Item 4 presents of the Instruction sent to the Bank of Russia in electronic form shall have one of the following formats of files: *.pdf, *.odt, *.doc, *.docx, *.rtf, *.ods, *.csv, *.xls, *.xlsx, *.odp, *.html also shall be packed into the single file archive having one of the following formats: *.7z, *.zip, *.rar, *.arj, *.tar.

11. The files sent to the Bank of Russia containing texts of the statement and documents, the stipulated in Item 4 presents of the Instruction shall not be ciphered or protected by the means which are not allowing to perform acquaintance with their content, including with use of the password.

12. The decision on release or on refusal in release of the issuer from obligation it shall be accepted to perform disclosure of information the Bank of Russia according to Item 3 of article 30.1 of the Federal law "About the Security Market" within 30 days from the date of receipt by it of the statement and documents, the stipulated in Item 4 presents of the Instruction.

The decision on refusal in release of the issuer from obligation begins to perform disclosure of information the Bank of Russia in case of availability of the bases, stipulated in Item 4 articles 30.1 of the Federal law "About the Security Market".

13. In case of discrepancy of the statement to requirements of Items 2, of 3, of 6, 10 and 11 these Instructions and (or) discrepancies of documents, the stipulated in Item 4 presents of the Instruction, to requirements of items 4 - 6, 10 and 11 these Instructions and (or) non-presentations by the issuer to the Bank of Russia of one or several of the specified documents according to the decision of the Bank of Russia to the issuer go (is handed to the authorized person of the issuer) the notice to produce of the statement and (or) documents according to requirements of this Instruction (further - the notice of documents submission). The notice of documents submission shall contain the term of submission to the Bank of Russia of the statement and (or) documents according to requirements of this Instruction.

The statement is considered provided from the date of receipt to the Bank of Russia of the statement and documents, the stipulated in Item 4 presents of the Instruction, according to requirements of this Instruction.

14. In case of identification of signs of availability in the statements and (or) documents of data, untrue (false information) provided by the issuer to the Bank of Russia, the Bank of Russia performs check of reliability of the data containing in them. In this case the current of term, stipulated in Item 12 these Instructions, stops for the period of conducting check, but no more than for 30 days.

For the purpose of conducting check of reliability of the data containing in submitted by the issuer the statement and (or) documents, the Bank of Russia shall send to the issuer (to hand to the authorized person of the issuer) the notification containing the requirement about submission by the issuer to the Bank of Russia in the time specified in it of the corrected and (or) added documents, additional documents or necessary explanations (further - the notification on conducting check).

15. The issuer in response to the notice of documents submission (the notification on conducting check) shall submit to the Bank of Russia required documents in the time provided by the notice of documents submission (the notification on conducting check) one of methods, stipulated in Item 9 these Instructions.

16. In case of absence at the issuer of obligation to perform disclosure of information the Bank of Russia shall send to the issuer (to hand to the authorized person of the issuer) the return note of the statement without consideration with indication of on absence at the issuer of this obligation (further - the return note of the statement). In this case the statement and documents submitted by the issuer on paper are put to the return note of the statement.

17. In case of decision making about release (refusal in release) the issuer from obligation to perform disclosure of information the Bank of Russia no later than three working days from the date of adoption of the specified decision shall send to the issuer (to hand to the authorized person of the issuer) the notification on release (refusal in release) the issuer from obligation to perform disclosure of information. In the notification on refusal in release of the issuer from obligation to perform disclosure of information the refusal bases in release from disclosure of information are specified.

18. In case of adoption by the Bank of Russia of the decision on refusal in release of the issuer from obligation to perform disclosure information provided by the issuer according to this Instruction the statement and paper documents to the issuer do not return.

19. The notice of documents submission, the notification on conducting check, the return note of the statement, the notification on leaving of the statement without consideration, the notification on release (refusal in release) the issuer from obligation to perform disclosure of information shall go to the issuer (to be handed to the authorized person of the issuer) by the method specified in the statement.

20. Information on the decision on release of the issuer from obligation made by the Bank of Russia to perform disclosure of information is published on the official site of the Bank of Russia in the Internet no later than one working day from the date of acceptance by the Bank of Russia of the specified decision.

21. This Instruction is subject to official publication and according to the solution of the Board of directors of the Bank of Russia (the minutes of the Board of directors of the Bank of Russia of September 6, 2019 No. 23) become effective since January 1, 2020.

22. From the date of entry into force of this Instruction to recognize invalid:

Provision of the Bank of Russia of March 2, 2015 No. 461-P "About procedure for consideration of the applications of issuers, being joint-stock companies, about release them from obligation to perform the disclosure of information according to article 30 of the Federal law "About the Security Market" registered by the Ministry of Justice of the Russian Federation on April 9, 2015 No. 36812;

Instruction of the Bank of Russia of November 3, 2015 No. 3836-U "About modification of the Provision of the Bank of Russia of March 2, 2015 No. 461-P "About procedure for consideration of the applications of issuers, being joint-stock companies, about release them from obligation to perform the disclosure of information according to article 30 of the Federal law "About the Security Market" registered by the Ministry of Justice of the Russian Federation on December 15, 2015 No. 40096;

subitem 1.8 of Item 1 of the Instruction of the Bank of Russia of May 11, 2017 No. 4370-U "About modification of separate regulations of the Bank of Russia in connection with change of structure of the Bank of Russia", registered by the Ministry of Justice of the Russian Federation on May 31, 2017 No. 46901;

Instruction of the Bank of Russia of April 4, 2018 No. 4767-U "About modification of the Provision of the Bank of Russia of March 2, 2015 No. 461-P "About procedure for consideration of the applications of issuers, being joint-stock companies, about release them from obligation to perform the disclosure of information according to article 30 of the Federal law "About the Security Market" registered by the Ministry of Justice of the Russian Federation on April 25, 2018 No. 50883.

Appendix

to the Instruction of the Bank of Russia of September 12, 2019 No. 5254-U "About form (format), requirements to content and procedure for the consideration of the application of the issuer which is joint-stock company of release it from obligation to perform disclosure of information according to article 30 of the Federal law "About the Security Market", and also about the list of the documents enclosed to the specified application"

(Form)

 

                                        __________________________________

                                             (name of structural

                                             divisions of the Bank of Russia,

                                         to which the application is directed)

 

Ref. ___________________

from "__" ________ 20 __.

 

Statement
about release from obligation to perform disclosure of information

 

___________________________________________________________________________

                 (the full trade name of the issuer is specified)

(further - the issuer) based on Item 1 of article 30.1 of the Federal Law

of April 22, 1996 No. 39-FZ "About the security market" (further - Federal

    law "About the Security Market"), Item 1 of article 92.1 of the Federal Law

of    December 26, 1995 No. 208-FZ "About joint-stock companies", decisions

annual  (extraordinary)      general shareholder meeting (only thing

the shareholder) from "__" ____________ 20 __ years (the protocol (decision) from "__"

___________ 20 __ No. _______) asks to exempt the issuer from obligation

perform disclosure of information according to Article 30 Federal

law "About the Security Market".

   The data represented by the issuer  for the purpose of acceptance by the Bank of Russia

decisions on release of the issuer from obligation to perform disclosure

information according to article 30 of the Federal Law "About the market of valuable

papers":

 

1	Primary state registration number of the issuer
2	Identification taxpayer number of the issuer
3	The registration number assigned to share issue of the issuer, being in circulation, and date of its registration <1>
4	The registration number assigned to additional share issue of the issuer and date of its registration <2>
5	Date of general shareholder meeting (decision date the single shareholder) the issuer who makes the decision to file in the Bank of Russia petition
6	Number and date of creation of the protocol of general meeting of shareholders (number and document date which draws up the decision of the single shareholder) of the issuer which makes the decision to file in the Bank of Russia petition
7	Date of general shareholder meeting (decision date the single shareholder) the issuer who makes the decision on entering into the charter of the issuer of the changes excluding specifying on the fact that the issuer is public joint stock company <3>
8	Number and date of creation of the protocol of general meeting of shareholders (number and document date which draws up the decision of the single shareholder) of the issuer which makes the decision on entering into the charter of the issuer of the changes excluding specifying on the fact that the issuer is public joint stock company <3>
9	Method of obtaining by the issuer of the notifications which are subject to the direction to the issuer (to delivery to the authorized person of the issuer)
10	The address for the direction to the issuer of mailings <4>

 

   ________________________  ___________  __________________________

   (name of position)   (signature)          (initials, surname)

 

"__" ____________ 20 __.

    (signature date)

                                  M.P.

                             (in the presence)

 

--------------------------------

<1> Consistently information on all share issues of the issuer is specified.

<2> It is filled if in relation to share issue of the issuer, being in circulation, state registration of additional share issue is performed and the decision on cancellation of its individual code is not made on this additional release by the Bank of Russia.

<3> It is filled if the issuer is public joint stock company.

<4> It is filled in case of the choice of mail service as method of receipt of notifications by the issuer.

 

Disclaimer! This text was translated by AI translator and is not a valid juridical document. No warranty. No claim. More info