ORDER OF THE FEDERAL SERVICE FOR FINANCIAL MARKETS OF THE RUSSIAN FEDERATION

of June 28, 2012 No. 12-52/pz-n

About approval of the Accounting treatment in the register of owners of securities of pledge of personalized issued securities and entering into the register of the changes concerning transition of the rights to the pledged personalized issued securities

According to Item the first article 45 of the Federal Law of 26.12.1995 N 208-FZ "About joint-stock companies" (The Russian Federation Code, 1996, N 1, Art. 1; N 25, of Art. 2956; 1999, N 22, Art. 2672; 2001, N 33, Art. 3423; 2002, N 12, Art. 1093; N 45, of Art. 4436; 2003, N 9, Art. 805; 2004, N 11, Art. 913; N 15, of Art. 1343; N 49, of Art. 4852; 2005, N 1, Art. 18; 2006, N 1, Art. 5; N 1, of Art. 19; N 2, of Art. 172; N 31, of Art. 3437; N 31, of Art. 3445; N 31, of Art. 3454; N 52, of Art. 5497; 2007, N 7, Art. 834; N 31, of Art. 4016; N 49, of Art. 6079; 2008, N 18, Art. 1941; 2009, N 1, Art. 23; N 19, of Art. 2279; N 23, of Art. 2770; N 29, of the Art. 3618, Art. 3642; N 52 (p. I), Art. 6428; 2010, N 41 (p. II), Art. 5193; N 45, of Art. 5757; 2011, N 1, Art. 13, Art. 21; N 30 (p. I), Art. 4576; N 49 (p. I), the Art. 7024), Item third Article 8 and Item 5 of article 42 of the Federal Law of 22.04.1996 N 39-FZ "About the security market" (The Russian Federation Code, 1996, N 17, Art. 1918; 1998, N 48, Art. 5857; 2001, N 33, Art. 3424; 2002, N 52, Art. 5141; 2004, N 27, Art. 2711; N 31, of Art. 3225; 2005, N 11, Art. 900; N 25, of Art. 2426; 2006, N 1, Art. 5; N 2, of Art. 172; N 17, of Art. 1780; N 31, of Art. 3437; N 43, of Art. 4412; 2007, N 1, Art. 45; N 18, of Art. 2117; N 22, of Art. 2563; N 41, of Art. 4845; N 50, of the Art. 6247, Art. 6249; 2008, N 44, Art. 4982; N 52, of Art. 6221; 2009, N 1, Art. 28; N 7, of Art. 777; N 18, of Art. 2154; N 23, of Art. 2770; N 48, of Art. 5731; N 52, of Art. 6428; 2010, N 17, Art. 1988; N 31, of Art. 4193; N 41, of Art. 5193; 2011, N 7, Art. 905; N 23, of Art. 3262; N 27, of Art. 3880; N 29, of Art. 4291; N 48, of Art. 6728; 7040) I order to N 49 (p. I), the Art.:

1. Approve the enclosed Accounting treatment in the register of owners of securities of pledge of personalized issued securities and entering into the register of the changes concerning transition of the rights to the pledged personalized issued securities.

2. Determine that operation of this order extends to the professional participants of the security market performing activities for maintaining the register of owners of issued securities, and issuers of the issued securities performing independent maintaining the register of owners of securities (further jointly - registry holders).

3. Determine that registry holders within 3 months from the effective date of this order shall bring the activities into accord with requirements of this order.

4. Declare invalid the order of FFMS of Russia of 05.04.2011 of N 11-10/pz-n "About approval of the Accounting treatment in system of maintaining the register of pledge of personalized issued securities and entering into system of maintaining the register of the changes concerning transition of the rights to the pledged personalized issued securities" (N 20689) is registered by the Ministry of Justice of the Russian Federation 06.05.2011.

Approved by the Order of FFMS of Russia of June 28, 2012, No. 12-52/pz-n

Accounting treatment in the register of owners of securities of pledge of personalized issued securities and entering into the register of the changes concerning transition of the rights to the pledged personalized issued securities

1. The registry holder shall fix in the register the right of pledge of personalized issued securities (further - securities).

2. Fixing of the right of pledge is performed by introduction of record about encumbrance of pledged securities on personal account of the pledger on which they are considered. For reflection of information on pledge of securities (including about conditions of pledge and the subsequent pledge of securities) the registry holder opens for the pawnbroker in the register of owners of personalized securities of accounts of the pawnbroker.

3. If securities are pledged to court or body in which production there is criminal case, according to requirements of the criminal procedure legislation, in the register based on the relevant resolution or determination of court the account of the pawnbroker on such pledge is opened. Requirements of this Procedure imposed to account management of the pawnbroker are applied to maintaining the specified account if other is not provided by this Procedure.

If securities are pledged to court or body in which production there is criminal case, record about encumbrance of securities on personal account of the pledger is made based on the mortgage order and the delivery-acceptance certificate of the securities which are pledge subject of criminal case <*>.

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<*> The form is approved by the order of FFMS of Russia of 13.09.2011 of N 11-40/pz-n "About approval of form of the delivery-acceptance certificate of the securities which are pledge subject of criminal case" (N 21957) is registered by the Ministry of Justice of the Russian Federation 30.09.2011.

If securities are pledged to court or body in which production there is criminal case, modification of data of personal account of the pledger concerning pledged securities and conditions of pledge, entering into the register of records about the subsequent pledge of such securities, introduction of records about transfer of such securities, the address of collection on such securities extrajudicially is not allowed.

4. Transactions on personal account of the pledger and the account of the pawnbroker are performed in accordance with the legislation of the Russian Federation about securities, and also according to regulations of federal executive body in the field of the financial markets, taking into account the features established by this Procedure.

5. Opening of the account of the pawnbroker is performed before submission of the mortgage order or along with submission of such order.

6. Fixing of the right of pledge is performed based on the mortgage order. The mortgage order shall be signed by the pledger (including it is under seal the legal entity) and the pawnbroker or their authorized representatives.

If securities are pledged to court or body in which production there is criminal case, the mortgage order shall be signed by the pledger (including it is under seal the legal entity) or his authorized representative.

7. On the account of the pawnbroker and record about encumbrance of securities on personal account of the pledger the data containing in the mortgage order including concerning pledged securities and conditions of pledge shall contain record about pledge.

8. Record about encumbrance of pledged securities on personal account of the pledger shall contain the following data concerning each pawnbroker:

surname, name, middle name (for physical persons) or full name (for legal entities);

type, number, series, date and the place of issue of the identity document, and also the name of the body which issued the document (for physical persons), or the name of the body which performed state registration, the primary state registration number and date of state registration (for legal entities).

8.1. If securities are pledged to court or body in which production there is criminal case, on personal account of the pledger information on full name of court or body in which production there is criminal case, number of criminal case, surname, name and middle name of person for who bail is posted shall contain.

9. Record about encumbrance of the securities pledged in ensuring obligation fulfillment on bonds on personal account of the pledger shall contain specifying on the fact that pawnbrokers are bondholders, and also full name of the issuer of such bonds, their series, the state registration number of bond issue and date of state registration.

10. The mortgage order shall contain the following data:

10.1. Concerning person pledging securities, and faces to whom securities are pledged:

surname, name, middle name (for physical persons) or full name (for legal entities);

type, number, series, date and the place of issue of the identity document, and also the name of the body which issued the document (for physical persons), or the name of the body which performed state registration, the primary state registration number and date of state registration (for legal entities).

10.2. Concerning the securities pledged:

full name of the issuer;

quantity;

type, category (type), series, state registration number of release;

number of personal account of the pledger on which pledged securities are considered;

number and date of the pledge agreement of securities (except case of transfer of securities as a deposit in ensuring obligation fulfillment on bonds and case of transfer of securities as a deposit on criminal case).

10.3. If securities are pledged to court or body in which production there is criminal case, at the mortgage order concerning the pledger are specified these, stipulated in Item 10.1 this Procedure, concerning the pawnbroker full name of court or body in which production there is criminal case to which securities are pledged, and number of criminal case is specified, concerning securities these, stipulated in Item 10.2 presents of the Procedure are specified.

11. At the mortgage order concerning the securities pledged in ensuring obligation fulfillment on bonds it is specified that pawnbrokers are bondholders, and also full name of the issuer of such bonds, their series, the state registration number of bond issue and date of state registration.

12. Instead of specifying of quantity of the securities pledged at the mortgage order it can be specified that are pledged:

all securities considered on personal account of the registered person - the pledger, or

all securities of certain type, category (type), the series considered on personal account of the registered person - the pledger.

13. In case of fixing of transfer of pledged securities in the subsequent pledge it shall be specified at the mortgage order. In this case the mortgage order shall contain surname, name, middle name (for physical persons) or full name (for legal entities) the previous pawnbrokers.

14. At the mortgage order the following conditions of pledge can be specified:

transfer of pledged securities is allowed without the consent of the pawnbroker;

the subsequent pledge of securities is forbidden;

the concession of the rights under the agreement of pledge of securities without the consent of the pledger is forbidden;

pledge extends to all securities received by the pledger as a result of converting of pledged securities;

pledge extends to the number of securities of certain type, the category (type), series which are in addition enlisted on personal account of the pledger, pro rata to all or part of pledged securities;

receiver of the income on all or by certain number of pledged securities is the pawnbroker;

the address of collection on pledged securities is performed extrajudicially, at the same time at the mortgage order date with which the pawnbroker has the right to turn collection on pledged securities extrajudicially shall be specified;

the address of collection on the securities pledged under the agreement providing frequency of obligation fulfillment by the pledger - the debtor under this agreement, is performed extrajudicially, at the same time at the mortgage order can be specified that date with which the pawnbroker has the right to turn collection on pledged securities extrajudicially is not established;

other provisions according to the pledge agreement.

15. At the mortgage order the term during which the realization of pledged property shall be enabled can be specified, and also the documents provided by the pawnbroker to registry holder in case of the termination of pledge and the address of collection on securities extrajudicially shall be specified. Can be such documents:

a) the purchase and sale agreement of pledged securities signed by results of the biddings

b) the statement from the register of transactions of the organizer of the biddings confirming the conclusion of security transaction

c) the purchase and sale agreement of securities signed by the broker and the commission agreement between the pawnbroker and the broker,

d) in case of leaving of pledged securities by the pawnbroker for themselves - the protocol of the cancelled repeated biddings after which carrying out there passed no more than one month,

e) in case of leaving of pledged securities by the pawnbroker for - the documents confirming delivery to the pledger personally under list of the notification on the beginning of the address of collection on pledged property and (or) about acquisition of pledged property by the pawnbroker in the property or confirming the direction of such notification on the residential address (registration) of physical person or on the location address of the legal entity. Delivery of the notification shall be performed at least in 10 working days prior to date of provision of documents to registry holder. The direction of the notification shall be performed at least in 20 working days prior to date of provision of documents to registry holder;

e) in case of the address of collection extrajudicially on the securities pledged under the agreement providing frequency of obligation fulfillment by the pledger - the debtor under this agreement, - the documents confirming delivery to the pledger personally under list of the notification on the beginning of the address of collection on pledged securities and (or) about acquisition of pledged property by the pawnbroker in own favor or the direction of such notification on the residential address (registration) of physical person or on the location address of the legal entity. Delivery of the notification shall be performed at least in 10 working days prior to date of provision of documents to registry holder. The direction of the notification shall be performed at least in 20 working days prior to date of provision of documents to registry holder.

16. The registry holder does not bear responsibility for making of transactions on personal account of the pledger if the corresponding transactions contradict the pledge agreement, other agreement between the pledger and the pawnbroker, but according to this Procedure were not specified at the mortgage order.

17. Modification of data of accounts of the pledger and the pawnbroker about pledged securities and conditions of pledge is performed by registry holder based on the order about modification signed by the pledger and the pawnbroker (including the legal entity under seal) or their authorized representatives. If securities are pledged in ensuring obligation fulfillment on bonds, the signature of the pawnbroker is not required.

18. Transfer of pledged securities is performed based on the transfer order which in addition to the pledger or his authorized representative shall be signed by the pawnbroker (including it is under seal the legal entity) or his authorized representative if data of accounts of the pledger and pawnbroker do not provide that the order is performed by pledged securities without the consent of the pawnbroker.

19. Along with transfer of pledged securities the registry holder makes record about their encumbrance on personal account of the registered person - their acquirer.

20. Transfer of pledged securities by the pledger to the pawnbroker is performed by registry holder based on the transfer order signed by the pledger (including the legal entity under seal) or his authorized representative.

21. Introduction of record about pledge in case of concession of the rights according to the pledge agreement of securities is performed by registry holder based on the order about transfer of the right of pledge. Along with introduction of record about pledge in case of concession of the rights according to the pledge agreement of securities the registry holder makes changes to data of personal account of the pledger on the pawnbroker and to these accounts of the pawnbroker about the number of pledged securities.

Opening of the account to the pawnbroker to whom the rights according to the pledge agreement of securities are yielded is performed according to the procedure, provided by this Procedure.

22. On hand about transfer of the right of pledge the following data shall contain:

22.1. Concerning person yielding the rights according to the pledge agreement of securities, person to whom the appropriate rights are yielded, and the pledger:

surname, name, middle name (for physical persons) or full name (for legal entities);

type, number, series, date and the place of issue of the identity document, and also the name of the body which issued the document (for physical persons), or the name of the body which performed state registration, the primary state registration number and date of state registration (for legal entities).

22.2. Concerning securities which rights under the agreement of pledge are yielded:

full name of the issuer;

quantity;

type, category (type), series, state registration number of release;

number of personal account of the pledger on which pledged securities are considered;

number and date of the pledge agreement of securities.

22.3. On hand about transfer of the right of pledge data on number and date of the agreement on concession of the rights on the pledge agreement of securities shall contain also.

22.4. The order about transfer of the right of pledge shall be signed by the pawnbroker or his authorized representative and if data of accounts of the pledger or pawnbroker contain prohibition on concession of the rights according to the pledge agreement of securities without the consent of the pledger as well the pledger or his authorized representative.

23. The pawnbroker, court or body in which production there is criminal case has the right to receive the statement from the register containing the following data:

23.1. Concerning the pawnbroker:

surname, name, middle name (for physical persons) or full name (for legal entities);

type, number, series, date and the place of issue of the identity document, and also the name of the body which issued the document (for physical persons), or the name of the body which performed state registration, the primary state registration number and date of state registration (for legal entities).

If securities are pledged to court or body in which production there is criminal case, in the statement full name of the relevant court or body is specified.

23.2. Concerning pawnbrokers of the securities pledged in providing obligations on bonds it is specified that pawnbrokers are owners of such bonds.

23.3. Concerning the pledger and all prior pawnbrokers:

surname, name, middle name (for physical persons) or full name (for legal entities).

23.4. Concerning pledged securities:

full name of the issuer;

quantity, including the number of the securities which are in the previous pledge;

type, category (type), series, state registration number of release;

number of personal account of the pledger on which pledged securities are considered;

number and date of the pledge agreement.

23.5. In the statement shall be specified also all containing in information of accounts of the pledger and pawnbroker of condition of pledge.

24. Introduction of record about the termination of pledge is performed by registry holder based on the order about the termination of the pledge signed by the pledger and the pawnbroker (including the legal entity under seal) or their authorized representatives.

24.1. Introduction of record about the termination of pledge of the securities pledged to court or body in which production there is criminal case in case of return of securities to the pledger is performed by registry holder based on determination of court in which the issue of pledge return to the pledger, or resolutions of the investigator (investigator) on the termination of criminal case is resolved.

25. Introduction of records about the termination of pledge of securities and transfer of securities in connection with the address of collection on them is by a court decision performed by registry holder on the basis:

a) the transfer order signed by the pawnbroker (including the legal entity under seal) or his authorized representative (person specified in the decision on bond issue, the securities provided with pledge as person who will enable their realization), and originals or properly drawn up copies of the judgment and the purchase and sale agreement of pledged securities signed by results of the biddings;

b) the transfer order signed by the pawnbroker (including the legal entity under seal) or his authorized representative (person specified in the decision on bond issue, the securities provided with pledge as person who will enable their realization), and originals or properly drawn up copies of the judgment in case of the address of collection on the securities addressing at the biddings of organizers of trade;

c) in case of leaving of pledged securities by the pawnbroker for themselves - the judgment and the protocol of the cancelled repeated biddings after which carrying out there passed no more than one month;

d) in case of the address to the income of the state of the securities pledged to court or body in which production there is criminal case - the judgment passed according to requirements of the criminal procedure legislation.

26. Introduction of records about the termination of pledge and transfer of securities in connection with the address of collection on them without the judgment is performed by registry holder based on the transfer order signed by the pawnbroker (including the legal entity under seal) or his authorized representative (person specified in the decision on bond issue, the securities provided with pledge as person who will enable their realization) to whom the documents specified at the mortgage order shall be attached.

27. Introduction of record about the pledge termination in case the pawnbroker did not exercise the right to reserve pledged securities, is performed by the registrar based on the order about the termination of the pledge signed by the pledger or his authorized representative to whom shall be attached:

the protocol of the cancelled repeated biddings after which carrying out there passed at least 2 months;

the written notice (dated no more than in 5 days prior to receipt to the registrar) the pledger about lack of the fact of receipt of the statement of the pawnbroker to it about leaving for pledge subject;

the written notice (dated no more than in 5 days prior to receipt to the registrar) the organizer of the biddings (the judicial police officer-contractor) about lack of the fact of receipt of the statement of the pawnbroker to it about leaving for pledge subject.

 

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