INSTRUCTION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of November 12, 2009 No. 2333-U

About procedure for adoption by the Bank of Russia of the decision on state registration of the changes and additions made to the charter of bank and about procedure for receipt of prior consent of the Bank of Russia to acquisition of preferred shares by bank at the Russian Federation within implementation of procedures of increase in capitalization

This Instruction according to the Federal Law of July 18, 2009 No. 181-FZ "About use of government securities of the Russian Federation for increase in capitalization of banks" (The Russian Federation Code, 2009, No. 29, the Art. 3618) (further the Federal Law), the Federal Law "About Banks and Banking Activity" (in edition of the Federal Law of February 3, 1996 No. 17-FZ) (Sheets of the Congress of People's Deputies of RSFSR and the Supreme Council of RSFSR, 1990, No. 27, Art. 357; Russian Federation Code, 1996, No. 6, Art. 492; 1998, No. 31, Art. 3829; 1999, No. 28, Art. 3459, Art. 3469; 2001, No. 26, Art. 2586; No. 33, Art. 3424; 2002, No. 12, Art. 1093; 2003, No. 27, Art. 2700; No. 50, Art. 4855; No. 52, Art. 5033, Art. 5037; 2004, No. 27, Art. 2711; No. 31, Art. 3233; No. 45, Art. 4377; 2005, No. 1, Art. 18, Art. 45; No. 30, Art. 3117; 2006, No. 6, Art. 636; No. 19, Art. 2061; No. 31, Art. 3439; No. 52, Art. 5497; 2007, No. 1, Art. 9; No. 22, Art. 2563; No. 31, Art. 4011; No. 41, Art. 4845; No. 45, Art. 5425; No. 50, Art. 6238; 2008, No. 10, Art. 895; No. 15, Art. 1447; 2009, No. 1, Art. 23; No. 9, Art. 1043; No. 18, the Art. 2153) 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 August 7, 2009 No. 15) establish procedure for adoption by the Bank of Russia of the decision on state registration of the changes and additions made to the charter of bank and connected with the procedure of increase in capitalization according to the Federal Law and procedure for receipt of prior consent of the Bank of Russia to acquisition of preferred shares by bank at the Russian Federation within implementation of procedures of increase in capitalization.

Chapter 1. Procedure for adoption by the Bank of Russia of the decision on state registration of the changes and additions made to the charter of bank and connected with the procedure of increase in capitalization according to the Federal Law

1.1. For state registration of the changes and additions made to the charter of bank for the purpose of reduction of the charter of bank in compliance with part 2 of article 3 of the Federal Law, the bank sends to the Bank of Russia (Department of licensing of activities and financial improvement of credit institutions of the Bank of Russia) the documents specified in paragraphs the second - pole of Item 16.1 of the Instruction of the Bank of Russia of April 2, 2010 N 135-I "About procedure for adoption by the Bank of Russia of the decision on state registration of credit institutions and issue of licenses for banking operations", registered by the Ministry of Justice of the Russian Federation on April 22, 2010 N 16965, on December 17, 2010 N 19217, on June 15, 2011 N 21033, on September 22, 2011 N 21869, on December 16, 2011 N 22645 ("the Bulletin of the Bank of Russia" of April 30, 2010 N 23, of December 30, 2010 N 73, of June 22, 2011 N 33, of September 28, 2011 N 54, of December 21, 2011 N 72), (further - the Instruction of the Bank of Russia N 135-I). At the same time the text of the changes and additions made to the charter of bank is drawn up on appendix form 20 to the Instruction of the Bank of Russia N 135-I.

1.2. The Bank of Russia within 15 working days from the date of receipt of the documents specified in Item 1.1 of this Instruction considers them and in case of compliance to the requirements established by the Federal Laws and regulations of the Bank of Russia makes the decision on state registration of the changes and additions made to the charter of bank.

Within three working days from decision date, this Item specified in paragraph one, the Bank of Russia (Department of licensing of activities and financial improvement of credit institutions of the Bank of Russia) directs:

in territorial subdivision of federal executive body, authorized to perform state registration of legal entities and individual entrepreneurs (daleeupolnomochenny registering body) - the documents provided by the Federal Law of August 8, 2001 No. 129-FZ "About state registration of legal entities and individual entrepreneurs" (The Russian Federation Code, 2001, No. 33, Art. 3431; 2003, No. 26, Art. 2565; No. 50, Art. 4855; No. 52, Art. 5037; 2004, No. 45, Art. 4377; 2005, No. 27, Art. 2722; 2007, No. 7, Art. 834; No. 30, Art. 3754; No. 49, Art. 6079; 2008, No. 18, Art. 1942; No. 30, Art. 3616; 2009, No. 1, Art. 19, Art. 20, Art. 23; No. 29, the Art. 3642), with the cover letter containing information on the made decision and specifying on need of the direction by authorized registering body of the message on entering of record into the Unified State Register of Legal Entities and the appropriate certificate in the territorial office of the Bank of Russia exercising supervision of activities of bank;

in the territorial office of the Bank of Russia exercising supervision of activities of bank - 2 copies of the changes approved by the Bank of Russia and additions made to the charter of bank.

1.3. The territorial office of the Bank of Russia exercising supervision of activities of bank no later than the working day following behind day of receipt of the message of authorized registering body on entering of record into the Unified State Register of Legal Entities:

performs the actions established by paragraphs second and third Item 16.4 of the Instruction of the Bank of Russia N 135-I;

sends to the Bank of Russia (Department of licensing of activities and financial improvement of credit institutions of the Bank of Russia) the information message about entering of the corresponding record into the Unified State Register of Legal Entities. The message goes by means of fax connection (other communication providing operational receipt of information). At the same time the original of the message goes by means of mail service.

1.4. For state registration of the changes and additions made to the charter of bank and connected with increase in its authorized capital in case of the procedure of increase in capitalization, the bank no later than month from registration date of the report on results of release of preferred shares of bank within the Federal Law sends to the territorial office of the Bank of Russia exercising supervision of its activities, the documents specified in paragraphs by second or pole of Item 16.1 of the Instruction of the Bank of Russia No. 135-I. At the same time the text of the changes and additions made to the charter of bank is drawn up on appendix form 19 to the Instruction of the Bank of Russia No. 135-I.

1.5. The territorial office of the Bank of Russia in a month from the date of receipt of documents, the stipulated in Item 1.4 presents of the Instruction, considers them and in case of compliance to the requirements established by the Federal Laws and regulations of the Bank of Russia makes the decision on state registration of the changes and additions made to the charter of bank.

Within three working days from decision date, this Item specified in paragraph one, the territorial office of the Bank of Russia performs the actions provided by the paragraph the second Item 16.3 of the Instruction of the Bank of Russia N 135-I.

1.6. The territorial office of the Bank of Russia exercising supervision of activities of bank no later than three working days following behind day of receipt of the message of authorized registering body on entering of record into the Unified State Register of Legal Entities performs the actions provided by paragraphs the second or sixth Item 16.4 of the Instruction of the Bank of Russia N 135-I.

1.7. The documents for state registration of the changes and additions made to the charter of bank and connected with the procedure of increase in capitalization according to the Federal Law provided by this Chapter can be sent to the Bank of Russia (Department of licensing of activities and financial improvement of credit institutions of the Bank of Russia) in the form of electronic documents.

Chapter 2. Procedure for receipt of prior consent of the Bank of Russia to acquisition of preferred shares by bank at the Russian Federation within implementation of procedures of increase in capitalization

2.1. The decision on acquisition by bank at the Russian Federation of preferred shares is made by governing body of bank (general shareholder meeting or the board of directors (supervisory board) within which competence according to the charter of bank adoption of such decision is (further - authorized body of management of bank).

2.2. The bank based on the decision of authorized body of management of the bank specified in Item 2.1 of this Instruction sends to the Bank of Russia (Department of licensing of activities and financial improvement of credit institutions of the Bank of Russia) the petition for issue of prior consent of the Bank of Russia to acquisition of preferred shares by bank at the Russian Federation (further - the petition).

2.2.1. In the petition the number of preferred shares of bank which it intends to acquire nominal value, the price of acquisition of one share, percentage to the size of the authorized capital of bank specified in the charter of bank shall be specified.

Are applied to the petition:

the decision of authorized body of management of bank on intention to acquire preferred shares;

the documents confirming the fact of transfer by the shareholder (shareholders) to bank of the right to acquisition of the corresponding quantity of preferred shares according to part 5 of article 9 of the Federal Law.

2.3. The department of licensing of activities and financial improvement of credit institutions of the Bank of Russia no later than three working days from the date of receipt from bank of the documents specified in subitem 2.2.1 of Item 2.2 of this Instruction sends to the copy of the specified documents to Department bank and supervision of the Bank of Russia for preparation of the conclusion about possibility of issue of prior consent of the Bank of Russia.

2.4. The department of banking supervision of the Bank of Russia within seven working days from the date of receipt from Department of licensing of activities and financial improvement of credit institutions of the Bank of Russia of copies of the documents specified in Item 2.3 of this Instruction sends the conclusion about possibility of issue of prior consent of the Bank of Russia to Department of licensing of activities and financial improvement of credit institutions of the Bank of Russia.

2.5. The department of licensing of activities and financial improvement of credit institutions of the Bank of Russia in time no later than three working days from the date of obtaining from Department of banking supervision of the Bank of Russia of the conclusion about possibility of issue of prior consent of the Bank of Russia prepares and sends to the chairman of Committee of banking supervision of the Bank of Russia or person replacing it the draft decision of the Bank of Russia about issue of the decision of the Bank of Russia on prior consent to acquisition of preferred shares by bank at the Russian Federation (on appendix form to this Instruction) or refusal in issue of the specified consent of the Bank of Russia in writing with appendix of the conclusion and conclusion of Department of bank regulation and supervision of the Bank of Russia about possibility of issue of the specified prior consent of the Bank of Russia.

2.6. The committee of banking supervision of the Bank of Russia makes the decision on issue or refusal in issue of prior consent of the Bank of Russia. The decision on issue or refusal in issue of prior consent of the Bank of Russia are signed by the chairman of Committee of banking supervision of the Bank of Russia or person replacing it.

The decision on issue or refusal in issue of prior consent of the Bank of Russia is subject to the direction in bank, and its copy - in territorial office of the Bank of Russia no later than the working day following behind day of adoption of the specified decision.

2.7. Aggregate term of preparation of the decision on issue or refusal in issue of prior consent of the Bank of Russia shall not exceed 30 days from the date of receipt of the petition by the Bank of Russia.

2.8. The documents for receipt of prior consent of the Bank of Russia to acquisition of preferred shares by bank at the Russian Federation within implementation of procedures of increase in capitalization provided by this Chapter can be sent to the Bank of Russia (Department of licensing of activities and financial improvement of credit institutions of the Bank of Russia) in the form of electronic documents. In that case interaction between bank, territorial office of the Bank of Russia and the Bank of Russia is performed in electronic form.

The decision on issue of prior consent of the Bank of Russia (refusal in issue of prior consent of the Bank of Russia) goes to bank in electronic form or in electronic form and on paper (if the bank indicated the need receipts of this paper document in case of the direction of documents in the Bank of Russia).

If the decision on issue of prior consent of the Bank of Russia (refusal in issue of prior consent of the Bank of Russia) went (went) to bank in electronic form, the Bank of Russia (Department of licensing of activities and financial improvement of credit institutions of the Bank of Russia) by the written request of bank sends it such decision (refusal) on paper.

Chapter 3. Final provisions

3.1. This Instruction becomes effective from the date of its official publication in "the Bulletin of the Bank of Russia".

3.2. The instruction of the Bank of Russia No. 135-I is applied taking into account provisions of this Instruction.

Appendix

to the Instruction of the Bank of Russia of November 12, 2009 No. 2333-U "About procedure for adoption by the Bank of Russia of the decision on state registration of the changes and additions made to the charter of bank and about procedure for receipt of prior consent of the Bank of Russia to acquisition of preferred shares by bank at the Russian Federation within implementation of procedures of increase in capitalization"

 
 
                                                 (указывается адресат)

                               Решение

     Банк России выдает
     _________________________________________________________________
           (полное фирменное наименование и сокращенное фирменное
      наименование банка в соответствии с титульным листом его устава,
          привилегированные акции которого приобретаются, основной
     государственный регистрационный номер банка, дата государственной
      регистрации банка "___" __________ ______ года, регистрационный
        номер банка, присвоенный ему Банком России, _______ от "___"
                           __________ ______ года)

предварительное согласие на  приобретение  привилегированных  акций  у
Российской  Федерации при номинальной стоимости одной акции __________
рублей, в количестве __________ штук.
     Указанные акции  могут быть приобретены по цене __________ рублей
за одну привилегированную акцию на общую  сумму  не  более  __________
рублей или __________ процентов от уставного капитала банка.

     Первый заместитель
     Председателя
     Центрального банка
     Российской Федерации  __________________   ______________________
                                (подпись)         (инициалы, фамилия)
     М.П. 

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