FEDERAL LAW OF THE RUSSIAN FEDERATION

of December 29, 2012 No. 282-FZ

About modification of separate legal acts of the Russian Federation and recognition voided separate provisions of legal acts of the Russian Federation

Accepted by the State Duma of the Russian Federation on December 21, 2012

Approved by Council of the Russian Federation on December 26, 2012

Article 1

Bring in 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. 3469; 2001, No. 26, Art. 2586; No. 33, Art. 3424; 2002, No. 12, Art. 1093; 2003, No. 50, Art. 4855; No. 52, Art. 5037; 2004, No. 31, Art. 3233; 2005, No. 1, Art. 18; 2006, No. 6, Art. 636; No. 19, Art. 2061; No. 52, Art. 5497; 2007, No. 1, Art. 9; No. 22, Art. 2563; 2009, No. 9, Art. 1043; No. 48, Art. 5731; No. 52, Art. 6428; 2010, No. 30, Art. 4012; No. 31, Art. 4193; 2011, No. 7, Art. 905; No. 27, Art. 3873; No. 49, Art. 7069; 2012, No. 31, Art. 4333) following changes:

1) in Article 11:

a) the fifth after the words "it is not allowed" to add part with words ", except for monetary claims about payment of the announced dividends in cash";

b) the eighth to state part in the following edition:

"If other is not established by the Federal Laws, acquisition (except for case if shares (shares) are acquired under organization of credit institution) and (or) obtaining in trust management (further - acquisition) as a result of implementation of one transaction or several transactions by one legal or physical person more than one percent of shares (shares) of credit institution more than 20 percent - prior consent of the Bank of Russia require the notification of the Bank of Russia, and.";

c) add with new parts nine - the eleventh the following content:

"Prior consent of the Bank of Russia also establishment by legal entity or physical person as a result of implementation of one transaction or several transactions direct or indirect (through the third parties) requires control concerning shareholders (participants) of credit institution owning more than 20 percent of shares (share) of credit institution (further - establishment of control concerning shareholders (participants) of credit institution).

The requirements established by this Article extend also to acquisition cases more than one percent of shares (shares) of credit institution, more than 20 percent of shares (shares) of credit institution and (or) to case of establishment of control concerning shareholders (participants) of credit institution the group of persons recognized that according to the Federal Law of July 26, 2006 No. 135-FZ "About protection of the competition".

The Bank of Russia no later than 30 days from the date of receipt of the petition for the consent of the Bank of Russia to transaction (transactions), the credit institution directed to acquisition more than 20 percent of shares (shares) and (or) on establishment of control concerning shareholders (participants) of credit institution, reports to the applicant in writing about the decision - about consent or on refusal. If the Bank of Russia did not report about the made decision during the specified term, the corresponding transaction (transactions) is considered approved.";

d) add with parts twelve - the fourteenth the following content:

"The notification on acquisition more than one percent of shares (shares) of credit institution goes to the Bank of Russia no later than 30 days from the date of this acquisition. The consent of the Bank of Russia to transaction (transactions), the credit institution directed to acquisition more than 20 percent of shares (shares) and (or) on establishment of control concerning shareholders (participants) of credit institution, can be received after transaction (further - subsequent consent) if share acquisition of credit institution and (or) establishment of control concerning shareholders (participants) of credit institution are performed in case of public placement of shares, and also in other cases established by this Federal Law. The possibility of receipt of subsequent consent provided by this part extends also to acquisition more than 20 percent of shares of credit institution in case of public placement of shares and (or) to establishment of control concerning shareholders (participants) of credit institution the group of persons recognized that according to the Federal Law of July 26, 2006 No. 135-FZ "About protection of the competition".

Procedure for receipt of prior consent and the subsequent consent of the Bank of Russia to transaction (transactions), the credit institution directed to acquisition more than 20 percent of shares (shares) and (or) on establishment of control concerning shareholders (participants) of credit institution, and the notification procedure of the Bank of Russia about acquisition more than one percent of shares (shares) of credit institution are established by the Federal Laws and regulations of the Bank of Russia adopted according to them.";

e) the ninth - the eleventh to consider parts respectively parts fifteen - the seventeenth and to state them in the following edition:

"The Bank of Russia has the right to refuse the consent on transaction (transactions) directed to acquisition more than 20 percent of shares (shares) of credit institution and (or) to establishment of control concerning shareholders (participants) of credit institution in cases of establishment of unsatisfactory financial position of person making the transaction (transactions) directed to acquisition more than 20 percent of shares (shares) of credit institution and (or) to establishment of control concerning shareholders (participants) of credit institution, violation of anti-monopoly rules and also in cases if concerning person making the transaction (transactions) directed to acquisition more than 20 percent of shares (shares) of credit institution and (or) to establishment of control concerning shareholders (participants) of credit institution there are judgments which became effective and determined the facts of making by the specified person of wrongful acts in case of bankruptcy deliberate and (or) dummy bankruptcy, and in other cases provided by the Federal Laws.

The paragraph third ceased to be valid according to the Federal Law of the Russian Federation of 29.07.2017 No. 281-FZ

Ceased to be valid according to the Federal Law of the Russian Federation of 02.12.2013 No. 335-FZ

Chapter I to add 2) with Article 11.3 of the following content:

"Article 11.3. Elimination of the violations allowed in case of acquisition and (or) obtaining in trust management of shares (shares) of credit institution

In case of detection of violation by the Bank of Russia by the acquirer of shares (shares) of credit institution or person who established control concerning shareholders (participants) of credit institution, requirements of this Federal Law and the regulations of the Bank of Russia adopted according to it about receipt of prior consent or the subsequent consent of the Bank of Russia to transaction (transactions), the credit institution directed to acquisition more than 20 percent of shares (shares) and (or) on establishment of control concerning shareholders (participants) of credit institution, the Bank of Russia constitutes the instruction about elimination by this person of such violation. The instruction of the Bank of Russia about elimination of violation goes the Bank of Russia no later than 30 days from the date of detection of such violation to the following persons:

1) person who made the transaction (transactions) directed to acquisition more than 20 percent of shares (shares) of credit institution with violation;

2) person who established control concerning the shareholder (participant) of credit institution with violation.

Copies of the instruction of the Bank of Russia specified in part two of this Article go to credit institution which shares (share) are acquired with violation and (or) control concerning shareholders (participants) of which is established with violation, and to the shareholder (participant) of credit institution concerning whom control is established with violation.

The instruction of the Bank of Russia about elimination of the corresponding violation is subject to execution by the acquirer of shares (shares) of credit institution or person who established control concerning shareholders (participants) of credit institution, allowed violation, in time no more than 90 days from the date of receipt of such act one of the following methods:

1) obtaining from the Bank of Russia of subsequent consent to share acquisition (shares) of credit institution and (or) establishment of control concerning shareholders (participants) of credit institution performed with violation, according to the procedure, established by the regulation of the Bank of Russia;

2) transaction (transactions), the credit institution (the termination of trust management of shares (shares) of credit institution) directed to alienation of shares (shares) which are acquired with violation, and (or) on the termination of the control concerning shareholders (participants) of credit institution established with violation.

Person which performed the instruction of the Bank of Russia about elimination of violation by transactions, specified in Item the second to part four of this Article, no later than five days from the date of execution of the instruction shall notify on it credit institution and the Bank of Russia in the procedure established by the Bank of Russia.

The form of the instruction of the Bank of Russia of elimination of violation is established by the regulation of the Bank of Russia.

From the date of receipt of the instruction of the Bank of Russia about elimination of violation by credit institution which shares (share) are acquired and (or) concerning shareholders (participants) of which control is established with violation, and about day of its execution or cancellation the acquirer of shares (shares) of credit institution who allowed violation and (or) the shareholder (participant) of credit institution concerning whom control is established with violation, have the right to vote only according to shares (shares) of credit institution which do not exceed 20 percent of shares (shares) of credit institution (secondary threshold meanings which exceed 20 percent and concerning which separate prior consent or subsequent consent was not received if need of receipt of such consent is provided by regulations of the Bank of Russia). Other shares (shares) of credit institution acquired with violation and (or) belonging to the shareholder (participant) of credit institution concerning whom control is established with violation, voting are not and are not considered in case of determination of quorum of general shareholder meeting (participants) of credit institution.

The Bank of Russia has the right to appeal judicially the decisions of general shareholder meeting (participants) of credit institution made with violation of the requirements established by part seven of this Article and the transactions made in pursuance of the specified decisions if participation in vote by shares (shares) acquired with violation or participation in shareholder voting (participants) of credit institution concerning whom control is established with violation influenced the decisions made by general meeting of shareholders (participants) of credit institution.

In case of non-execution at the scheduled time by the acquirer of shares (shares) of credit institution and (or) person who established control concerning shareholders (participants) of credit institution, the instruction of the Bank of Russia about violation elimination the Bank of Russia has the right to submit claim for recognition of the invalid transaction (transactions) directed to acquisition more than 20 percent of shares (shares) of credit institution and (or) to establishment of control concerning shareholders (participants) of credit institution, and also the subsequent transactions of the specified persons directed to share acquisition (shares) of this credit institution and (or) to establishment of control concerning shareholders (participants) of this credit institution.";

3) in Article 20:

a) in paragraph one of item 4 of part nine of the word "about day of entry into force" shall be replaced with words "if other is not provided by the Federal Law, about day of entry into force";

b) the twelfth to add part with Item 7 of the following content:

"7) to determine the size of monetary commitments before the clearing organization, participants of clearing and (or) the size of the requirements to the clearing organization, participants of clearing arising from the financial contracts signed on the terms of the general agreement (the single agreement) which corresponds to approximate conditions of agreements, the stipulated in Article 51.5 Federal Laws of April 22, 1996 No. 39-FZ "About the security market", and (or) the organized biddings, and (or) prisoners concluded on the terms of rules on the terms of rules of clearing to stop obligations by offsetting, netting according to the Federal Law on clearing activities and the legislation of the Russian Federation on insolvency (bankruptcy).".

Article 2

Bring in the Federal Law of December 26, 1995 No. 208-FZ "About joint-stock companies" (The Russian Federation Code, 1996, No. 1, Art. 1; 2001, No. 33, Art. 3423; 2002, No. 45, Art. 4436; 2004, No. 15, Art. 1343; 2005, No. 1, Art. 18; 2006, No. 1, Art. 5; No. 31, Art. 3437, 3445, 3454; 2009, No. 23, Art. 2770; No. 29, Art. 3642; 2010, No. 41, Art. 5193; 2011, No. 1, Art. 21; No. 49, Art. 7024; No. 50, Art. 7357) following changes:

1) in paragraph one of Item 5 of Article 9 the second offer to state in the following edition: "The agreement on creation of society is not the constituent document of society and is effective before the termination of the payment due date of the shares which are subject to placement among founders defined by the agreement.";

Item 4 of Article 28 to state 2) in the following edition:

"4. The decision on increase in the authorized capital of society by placement of additional shares shall contain:

the number of the placed additional ordinary shares and preferred shares of each type within the number of the announced shares of this category (type); method of their placement;

the price of placement of the additional shares placed by means of subscription or procedure for its determination (including when implementing the privilege of acquisition of additional shares) or specifying on the fact that such price or procedure for its determination will be established by the board of directors (supervisory board) of society no later than the beginning of share placing;

payment method of the additional shares placed by means of subscription.

The decision on increase in the authorized capital of society by placement of additional shares may contain other conditions of their placement.

The price of placement of additional shares or procedure for its determination is established according to article 77 of this Federal Law.";

3) in Article 32:

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