RESOLUTION OF THE NATIONAL COMMISSION ON SECURITIES

of March 16, 2007 No. 15/1

About approval of the Regulations on procedure for maintaining the register of owners of personalized securities by the registrar and the nominal owner

Based on Art. 1 of the h. (1), Art. 3 of the item b), Art. 8 of the item and) and item f), Art. 21 of the h. (2) and Art. 22 of h (2) the Law N192-XIV of 12.11.1998 on the National commission on securities, Art. 1 and Art. 3 of the Law N199-XIV of 18.11.1998 on the security market the National commission on securities DECIDES:

1. Approve Regulations on procedure for maintaining the register of owners of personalized securities as the registrar and the nominal owner.

2. Nominal owners whose register of clients for date of publication of this provision is kept by the independent registrar shall initiate the procedure of agreement cancelation about maintaining the register of clients.

3. Independent registrars with which agreements on maintaining registers of clients of nominal owners are terminated will provide integrity and transfer of the register, and also all source documents based on which records were entered in the register, to nominal owners.

4. Nominal owners will bring the activities into accord with requirements of the provision approved by this resolution till 1.07.2007.

5. Cancel:

- Provision of 28.11.1994 on the Shareholder register and the Register of bond holders of joint-stock company;

- The solution of GKRTsB N36-4 of 16.05.1996 about adoption of the temporary Instruction about procedure for maintaining the register by the nominee holder of securities;

- The resolution GKRTsB N21-3 of 30.08.1995 on approval of the appendices N3 and N4 to the Resolution on licensing of activities of registrars of securities;

- The resolution GKRTsB N24-1 of 26.10.1995 on approval of the Instruction for transfer of the order on maintaining the shareholder register, register of bond holders of joint-stock companies to other independent registrar;

- The resolution GKRTsB N26-1 of 16.11.1995 on approval of the Instruction about procedure for transfer of property on securities and its registration;

- The resolution GKRTsB N32-1 of 22.02.1996 on approval of the Instruction about procedure for appointment of the independent registrar the National commission on securities;

- The resolution GKRTsB N32-3 of 22.02.1996 on modification and amendments in Regulations on licensing of activities of registrars of securities;

- The resolution NKTsB N33/6 of 14.09.2000 on approval of the standard agreement about maintaining the register of owners of securities;

- The resolution NKTsB N30/9 of 15.11.2001 on approval of standard form of the transfer order in the new edition.

6. This resolution becomes effective from the date of publication.

 

Regulations on procedure for maintaining the register of owners of personalized securities by the registrar and nominal owner

1. General provisions

1.1. The regulations on procedure for maintaining the register of owners of personalized securities by the registrar and the nominal owner (daleepolozheniye) are developed based on requirements of the Civil code, the Law on the security market, the Join-stock companies law, the Law on registers and other legal acts.

1.2. Subjects of this provision are the professional participants of the security market and issuers owning the license for implementation of activities for maintaining the register of owners of personalized securities and also the professional participants of the security market having quality of nominal owners.

1.3. This provision establishes requirements to procedure for maintaining the register of owners of personalized securities by the registrar and the nominal owner.

1.4. In this provision the following concepts are used:

activities for maintaining the register of owners of personalized securities (further - activities for maintaining the register) - collection, registration, processing, storage and data presentation for the purpose of creation of system for maintaining the register of owners of personalized securities of certain issuer;

the database - the amount of the data intended for maintaining the register of owners of personalized securities;

blocking of securities - registration of restrictions for implementation of transfer of securities from one personal account on other personal account or on use of the rights granted by securities in cases, stipulated by the legislation;

the client - person at the request of whom the nominal owner owns securities. The client can be both the real owner (owner), and nominal, and also person designated as the beneficiary of personal account;

the collective account of the nominal owner - the account on which it is recorded all securities of the issuer of the same class received in nominal ownership according to the order of the client and owing to the registered corresponding transfer by the registrar, or, depending on case, other nominal owner. Accounting of securities on collective accounts in profile of real or nominal owners is conducted by the nominal owner in the register of accounting of the property rights of owners of personalized securities;

personal account of the issuer - the account opened in the register of owners of personalized securities for accounting of the securities issued by certain issuer, containing data: about the issuer, about classes, issued securities, about issues of securities, about treasury shares and other data;

personal account of the registered person - the account opened in the register of owners of personalized securities by the registrar or the nominal owner for accounting of their property rights to these securities. For the owner of securities the following personal accounts are operated: personal account of the owner (co-owners), personal account of the nominal owner;

accounting documents - accounting documents and documents based on which transactions with securities are registered;

date of accounting - date for which data on the list of owners of personalized securities or data on registration are reflected in personal account of the registered person;

the owner of securities - person owning securities based on the property right (owner) or based on the agreement (the nominal owner);

the nominal owner of securities (further - the nominal owner) - the professional participant of the security market owning securities on its own behalf at the request of owners of securities or other nominal owners without being owner of these securities;

the transfer order - the order of the registered person or the other person identified by the legislation about transfer of property on securities to other person (other persons) in case of civil security transactions: purchase and sale, donation, inheritance, successorship, etc.;

the statement from the register - the document issued by the registrar or the nominal owner to person registered in the register of owners of personalized securities, or his representative, containing data on registered securities on date of issue of the statement from the register or for date of accounting;

the list of owners of personalized securities - the document issued by the registrar, containing information according to the data which are written down on personal accounts of registered persons, constituted for accounting date, separately for each class of securities with indication of on each person of quantity of securities and restrictions for them within provisions of the current legislation;

the list of subscribers - the list of faces which were signed for the securities placed by the issuer;

transactions of the registrar / the nominal owner - the actions relating to:

a) to opening of accounts of the issuer and/or personal accounts;

b) to change of data on the issuer and/or about registered persons;

c) to blocking and cancellation of blocking of securities;

d) to registration and withdrawal of securities from personal account of the registered person;

e) to data processing from the register of owners of personalized securities for the purpose of their representation;

f) to creation or, depending on case, to data presentation for creation of the list of owners of personalized securities;

g) to submission of information from the register of owners of personalized securities, stipulated by the legislation;

h) to provision of services on ensuring corporate transactions of the issuer;

the registered person - the owner of securities registered in the register of owners of personalized securities which is kept by the registrar / the nominal owner;

the registrar - the issuer or the independent registrar who keeps the register of owners of personalized securities of the issuer and who owns the corresponding license granted by the National commission on securities (further - NKTsB);

the independent registrar - the professional participant of the security market owning the license NKTsB for the right of implementation of activities for maintaining the register of owners of personalized securities;

system of maintaining the register of owners of personalized securities (daleesistem of the register) - information system on data processing in the course of maintaining the register of owners of personalized securities by the registrar / the nominal owner which, depending on case, provides:

a) document registration, the transactions which are the basis for carrying out, in the register of owners of personalized securities;

b) the description of class of securities for which the register of owners of personalized securities is kept;

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