PROVISION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of January 11, 2021 No. 751-P

About the list of the information connected with implementation of the rights on issued 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

This Provision 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; No. 53, the Art. 8440) establishes 2018,:

the list of the information connected with implementation of the rights on issued securities, provided by issuers to the central depositary and also procedure and terms of provision of such information;

requirements to procedure for provision by the central depositary of access to the information provided to it by issuers connected with implementation of the rights on issued securities.

Section I. General provisions

Chapter 1. General provisions about the issuers obliged to provide information connected with implementation of the rights on issued securities, the central depositary

1.1. The information provided by this Provision connected with implementation of the rights on issued securities (further - securities), according to Item 1 of article 30.3 of the Federal Law of April 22, 1996 No. 39-FZ "About the security market" (further - the Federal Law "About the Security Market"), shall be provided to the central depositary:

issuers in whose register of owners of securities the personal account of the nominee holder of the central depositary is opened for the central depositary;

bond issuing institutions concerning whom centralized accounting of the rights is performed if the face performing centralized accounting of the rights to bonds is the central depositary.

The issuers who are not specified in paragraphs second and third this Item according to Item 2 of article 30.3 of the Federal law "About the Security Market" provide the information connected with implementation of the rights on securities, provided by this Provision, to the central depositary based on the contract with it.

1.2. The issuer in whose shareholder register the personal account of the nominee holder of the central depositary is opened for the central depositary shall provide according to this Provision to the central depositary information connected with implementation of the rights according to shares of the issuer and if the personal account of the nominee holder of the central depositary in the register of bondholders of the issuer - also information connected with implementation of the rights on such bonds of the issuer is opened for the central depositary.

1.3. If the central depositary performs centralized accounting of the rights to bonds of the issuer, but in the shareholder register (the register of bondholders of other release) of the same issuer the personal account of the nominee holder of the central depositary is not opened for the central depositary, such issuer shall according to the procedure, provided by this Provision, to provide to the central depositary only information connected with implementation of the rights on bonds, centralized accounting of the rights to which performs the central depositary.

1.4. Action of this provision does not extend to the Central bank of the Russian Federation (Bank of Russia) and issuers Russian state and municipal securities.

Chapter 2. General provisions about the information provided to the central depositary connected with implementation of the rights on securities

2.1. Information connected with implementation of the rights on securities shall be provided by issuers to the central depositary in Russian and can be provided in addition in one or several foreign languages.

2.2. The issuer, providing according to this Provision to the central depositary information connected with implementation of the rights on securities which is subject to disclosure by the issuer in accordance with the legislation of the Russian Federation about joint-stock companies and about the security market, confirms to that that concerning such information are carried out established by the legislation of the Russian Federation on joint-stock companies and on the security market of action for its disclosure.

2.3. In case of detection (identification) of the unreliable, inexact, incomplete and (or) misleading information which is earlier provided to the central depositary, the issuer according to the procedure, established by Chapter of 21 this provision, provides to the central depositary the changed (corrected) information which also shall contain:

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

the reference to earlier provided information which changes it (is adjusted);

the short description of the made changes in earlier provided information and the reasons (circumstance) which formed the basis for their introduction.

2.4. The issuer shall provide to the central depositary information on acceptance by governing body (authorized person) 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).

2.5. Information on change of the decision provided by the issuer to the central depositary shall contain:

decision date;

the governing body (authorized person) of the issuer which 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.

2.6. Information on change of the decision is submitted by the issuer to the central depositary in time no later than 1 working day from decision date changing the decision which is earlier accepted by governing body (authorized person) of the issuer and if such decision is made by collegiate organ of management of the issuer - from the date of creation of the protocol (expiry date, established by the legislation of the Russian Federation for creation of the protocol) meetings (meeting) of collegiate organ of management of the issuer at which it is accepted.

If the governing body of the issuer which made the decision is general meeting of participants (shareholders) or the board of directors (supervisory board) of the issuer and 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 1 working day from the moment of approach of essential fact about holding general meeting of participants (shareholders) of the issuer and about the decisions made by it or essential fact about the separate decisions made by the board of directors (supervisory board) of the issuer which are provided respectively by Items 14.6 and 15.4 of the Provision of the Bank of Russia of March 27, 2020 No. 714-P "About disclosure of information by issuers of issued securities", No. 58203 registered by the Ministry of Justice of the Russian Federation on April 24, 2020 (further - the Provision of the Bank of Russia of March 27, 2020 No. 714-P), depending on that, by what of governing bodies of the issuer the relevant decision is made.

2.7. Requirements of this provision to the list, procedure and terms of provision by issuers to the central depositary of information connected with implementation of the rights on bonds with centralized accounting of the rights extend also to provision of information connected with implementation of the rights on bonds with obligatory centralized storage taking into account provisions of Items 6 and 7 of article 24 of the Federal Law of December 27, 2018 No. 514-FZ "About introduction of amendments to the Federal law "About the Security Market" and separate legal acts of the Russian Federation regarding enhancement of legal regulation of implementation of issue of securities" (The Russian Federation Code, 2018, No. 53, the Art. 8440).

Section II. The list and terms of provision by issuers to the central depositary of information connected with implementation of the rights according to shares

Chapter 3. General provisions about the list of the information provided by issuers to the central depositary, connected with implementation of the rights according to shares of the issuer

3.1. The issuer shall provide to the central depositary information connected with implementation of the following rights according to shares of the issuer:

the participation rights in general meeting of shareholders of the issuer;

the privilege of acquisition of the placed additional shares of the issuer and securities of the issuer converted into its shares;

the rights to require converting of convertible preferred shares of certain type in ordinary shares or preferred shares of other types;

the rights to shares of the issuer in case of their placement by converting or distribution among shareholders;

the rights of acquisition placed by means of the closed subscription only among the shareholders of additional shares of the issuer and securities of the issuer converted into its shares, in proportion to quantity belonging to shareholders of shares of the corresponding category (type);

the rights to sell to the issuer shares, the decision on which acquisition is made by the issuer according to article 72 of the Federal Law of December 26, 1995 No. 208-FZ "On joint-stock companies" (The Russian Federation Code, 1996, No. 1, Art. 1; 2015, No. 27, the Art. 4001) (further - the Federal Law "About Joint-stock Companies");

the rights to require share repurchase the issuer according to article 75 of the Federal law "About Joint-stock Companies" (The Russian Federation Code, 1996, No. 1, of Art. 1; 2019, No. 16, Art. 1818);

the rights to sell shares and securities converted into shares, to person who made the voluntary or obligatory proposal on their acquisition according to Article 84.1 or article 84.2 of the Federal law "About Joint-stock Companies" (The Russian Federation Code, 1996, No. 1, of Art. 1; 2015, No. 27, Art. 4001);

the rights to require the share repurchase and securities converted into shares, person specified in Item 1 of article 84.7 of the Federal law "About Joint-stock Companies" (The Russian Federation Code, 1996, No. 1, of Art. 1; 2015, No. 27, Art. 4001);

the rights of person specified in Item 1 of article 84.8 of the Federal law "About Joint-stock Companies" (The Russian Federation Code, 1996, No. 1, Art. 1; 2016, No. 27, of the Art. 4271) to redeem from shareholders - the shareholders specified in Item 1 of article 84.1 of the Federal law "About Joint-stock Companies" and also from owners of the securities converted into such shares, the specified securities;

the rights to the announced dividends;

rights to be informed.

3.2. Information connected with implementation of the rights according to shares specified in Item 3.1 of this provision shall be provided by the issuer to the central depositary according to lists which are determined by Chapters 4 - the 12th this provision.

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