INSTRUCTION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of June 27, 2019 No. 5181-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; 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, the Art. 8440), Item 11 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, Art. 4456; 2018, No. 24, Art. 3399; No. 32, Art. 5103; No. 53, of the Art. 8440) 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, on June 23, 2017 No. 47128, on June 25, 2018 No. 51420, the following changes.

1.1. Add with Item 1.5.1 of the following content:

"1.5.1. The bonds placed within the program of bonds can be included in the List in case of observance of the requirements established in rules of listing.".

1.2. To state explanations to the table of appendix 2 in the following edition:

"Explanations to the table.

In case of reorganization of the issuer condition about creation and disclosure (publication) of the financial reporting concerning which audit was booked (the line 3), is applied starting with the financial reporting in year in which reorganization of the issuer was complete and if reorganization of the issuer was complete after October 1 - starting with the financial reporting in the year following after year in which reorganization was complete (except for the issuer to whom accession was performed or from which allocation, and also cases of transformation of the issuer was performed).

If one of conditions of inclusion of shares of the Russian issuer in quoted lists is the term of existence of the legal entity exercising according to consolidated financial statements control over one or more businesses provided that the share of such business (businesses) constitutes at least 50 percent from general business of group into which the issuer enters (line 2), condition about creation and disclosure (publication) of the financial reporting concerning which audit was booked (the line 3), is applied to consolidated financial statements of the specified legal entity provided that the specified financial reporting is constituted according to IFRS or internationally acknowledged rules, other than IFRS.".

1.3. 6, of 8, of 13, 14 and 23 to state appendices in edition of appendices 1, of 2, of 3, 4 and 5 to this Instruction respectively.

1.4. The paragraph one of explanations to the table of appendix 15 to declare invalid.

1.5. The paragraph one of explanations to the table of appendix 17 to declare invalid.

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

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

<*> It is officially published on the website of the Bank of Russia 24.07.2019.

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 six months after day of entry into force of this Instruction.

Appendix 1

to the Instruction of the Bank of Russia of June 27, 2019 No. 5181-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 6

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 bonds of the Russian issuers in quoted lists

 

№. of payment order	Conditions of inclusion in the quoted list	First (highest) level	Second level
1	2	3	4
1	Release amount (each release within the program of bonds)	At least two billion rubles	At least an amount established by the exchange
2	Nominal value of one bond	Does not exceed 50 000 rubles or 1 000 monetary units if the nominal of security is expressed in foreign currency	Does not exceed 50 000 rubles or 1 000 monetary units if the nominal of security is expressed in foreign currency
3	The term of existence of the issuer or guarantor (guarantor) (in case of its availability)	At least three years	At least the term established by the exchange
4	Creation and disclosure (publication) of consolidated financial statements (in case of its absence - the individual financial reporting) with appendix of the audit opinion confirming its reliability	In three complete years preceding date of inclusion of bonds in the quoted list. If obligation fulfillment on bonds is provided with the guarantee or independent guarantee, creation and disclosure (publication) of consolidated financial statements (in case of its absence - the individual financial reporting) both the issuer, and the guarantor (guarantor) according to the terms established for disclosure (publication) of the financial reporting by the issuer shall be condition of inclusion of bonds of the Russian issuer in the quoted list (except for case when guarantor is the subject of the Russian Federation or the municipality)	For the period time, established by the exchange
5	Lack of default of the issuer	The default of the issuer is absent or from the moment of discharge concerning which the issuer allowed default, there passed at least three years	The default of the issuer is absent or from the moment of discharge concerning which the issuer allowed default, there passed the period of time determined by the exchange
6	Observance of requirements for corporate management	Observance of the requirements established by appendix 7 to this Provision	The condition is not applicable

 

Explanations to the table.

In case of determination of term of existence of the issuer or guarantor (guarantor) (the line 3) joins in the specified time also the term of existence of the legal entity as a result of which reorganization the issuer or the guarantor (guarantor) was created.

Condition about the term of existence of the issuer (the line 3) is not applied if obligation fulfillment on bonds is provided with pledge and the amount of providing constitutes at least amount of nominal value of all bonds of the release (additional release) of bonds and comprehensive coupon yield included in the quoted list on them including if in accordance with the terms, established in the decision on release (additional release) of bonds, the possibility of early repayment of bonds upon the demand of their owners is provided.

For the guarantor (guarantor) who is the foreign legal entity, condition about creation and disclosure (publication) of the financial reporting concerning which audit was booked (the line 4), is applied to the financial reporting constituted according to IFRS or internationally acknowledged rules, other than IFRS. In case of reorganization of the issuer (the guarantor, the guarantor) the condition about creation and disclosure (publication) of the financial 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 was complete (the guarantor, the guarantor), to which accession was performed or from which allocation, and also cases of transformation of the issuer (the guarantor, the guarantor) was performed.".

Appendix 2

to the Instruction of the Bank of Russia of June 27, 2019 No. 5181-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 8

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 bonds of the Russian issuers of quoted lists

 

№. of payment order	Bases of exception of the quoted list	First (highest) level	Second level
1	2	3	4
1	Release amount (each release within the program of bonds)	Less than two billion rubles	Less indicator, established by the exchange
2	Non-compliance with requirements for corporate management	Non-compliance with the requirements established by appendix 7 to this Provision	The basis is not applicable

".

Appendix 3

to the Instruction of the Bank of Russia of June 27, 2019 No. 5181-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 13

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 bonds of the issuer - the private partner in quoted lists

 

№. of payment order	Conditions of inclusion in the quoted list	First (highest) level	Second level
1	2	3	4
1	Release amount (each release within the program of bonds)	At least one billion rubles	It is established by the exchange
2	Nominal value of one bond	Does not exceed 50 000 rubles or 1 000 monetary units if the nominal of security is expressed in foreign currency	Does not exceed 50 000 rubles or 1 000 monetary units if the nominal of security is expressed in foreign currency
3	Approval date of the decision on bond issue	The decision on bond issue is approved after date of agreement signature about partnership	The decision on bond issue is approved after date of agreement signature about partnership
4	Condition of the decision on bond issue	The special-purpose character of bond emission - implementation of the current agreement on partnership is provided	The special-purpose character of bond emission - implementation of the current agreement on partnership is provided
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 consolidated financial statements (in case of its absence - the individual financial reporting) are 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, condition of inclusion of bonds of the issuer - the private partner in the quoted list creation and disclosure (publication) of annual consolidated financial statements (in case of its absence - the individual financial reporting) both the issuer - the private partner, and the guarantor (guarantor) according to the terms established for disclosure (publication) of the financial reporting by the issuer shall be (except for case when guarantor is the subject of the Russian Federation or the municipality)	The annual consolidated financial statements (in case of its absence - the individual financial reporting) are constituted and reveals the issuer - the private partner existing more than one year
6	Lack of default of the issuer - the private partner	The issuer's default - the private partner is absent or from the moment of discharge concerning which the issuer - the private partner allowed default, there passed at least three years	The issuer's default - the private partner is absent or from the moment of discharge concerning which the issuer - the private partner allowed default, there passed the period of time determined by the exchange

 

Explanations to the table.

In case of reorganization of the issuer - the private partner (the guarantor, the guarantor) condition about creation and disclosure (publication) of the financial reporting concerning which audit was booked (the line 5), 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 was complete - the private partner (the guarantor, the guarantor) to whom accession was performed or from which allocation, and also cases of transformation of the issuer - the private partner (the guarantor, the guarantor) was performed.".

Appendix 4

to the Instruction of the Bank of Russia of June 27, 2019 No. 5181-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 14

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 bonds of the issuer - the private partner from quoted lists

 

№. of payment order	Bases of exception of the quoted list	First (highest) level	Second level
1	2	3	4
1	Release amount (each release within the program of bonds)	Less than one billion rubles	Less indicator, established by the exchange

".

Appendix 5

to the Instruction of the Bank of Russia of June 27, 2019 No. 5181-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	Bases of exception of the quoted list	First (highest) level	Second level
1	2	3	4
1	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 execution by the market maker of obligation during the substantive trading session (the trade period) of one trading day less period of time provided in the line 2 tables of appendix 22 to this Provision (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
2	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 for inclusion in the quoted list)	Not allowed	Not allowed

 

Explanations to the table.

The basis of exception of the quoted list specified in line 2, 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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