INSTRUCTION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of August 6, 2014 No. 3360-U

About submission to the Bank of Russia of documents for state registration of releases (additional releases) of issued securities, registration of prospectuses of securities, reports on release results (additional release) of the issued securities of issuers which are not credit institutions

This Instruction according to the Federal Law of April 22, 1996 No. 39-FZ "About the security market" (The Russian Federation Code, 1996, No. 17, Art. 1918; 2001, No. 33, Art. 3424; 2002, No. 52, Art. 5141; 2004, No. 27, Art. 2711; No. 31, Art. 3225; 2005, No. 11, Art. 900; No. 25, Art. 2426; 2006, No. 1, Art. 5; No. 2, Art. 172; No. 17, Art. 1780; No. 31, Art. 3437; No. 43, Art. 4412; 2007, No. 1, Art. 45; No. 18, Art. 2117; No. 22, Art. 2563; No. 41, Art. 4845; No. 50, Art. 6247, Art. 6249; 2008, No. 52, Art. 6221; 2009, No. 1, Art. 28; No. 18, Art. 2154; No. 23, Art. 2770; No. 29, Art. 3642; No. 48, Art. 5731; No. 52, Art. 6428; 2010, No. 17, Art. 1988; No. 31, Art. 4193; No. 41, Art. 5193; 2011, No. 7, Art. 905; No. 23, Art. 3262; No. 27, Art. 3880; No. 29, Art. 4291; No. 48, Art. 6728; No. 49, Art. 7040; No. 50, Art. 7357; 2012, No. 25, Art. 3269; No. 31, Art. 4334; No. 53, Art. 7607; 2013, No. 26, Art. 3207; No. 30, Art. 4043, Art. 4082, Art. 4084; No. 51, Art. 6699; No. 52, Art. 6985; 2014, No. 30, the Art. 4219), the Federal Law of July 10, 2002 No. 86-FZ "About the Central bank the Russian Federation (Bank of Russia)" (The Russian Federation Code, 2002, No. 28, Art. 2790; 2003, No. 2, Art. 157; No. 52, Art. 5032; 2004, No. 27, Art. 2711; No. 31, Art. 3233; 2005, No. 25, Art. 2426; No. 30, Art. 3101; 2006, No. 19, Art. 2061; No. 25, Art. 2648; 2007, No. 1, Art. 9, Art. 10; No. 10, Art. 1151; No. 18, Art. 2117; 2008, No. 42, Art. 4696, Art. 4699; No. 44, Art. 4982; No. 52, Art. 6229, Art. 6231; 2009, No. 1, Art. 25; No. 29, Art. 3629; No. 48, Art. 5731; 2010, No. 45, Art. 5756; 2011, No. 7, Art. 907; No. 27, Art. 3873; No. 43, Art. 5973; No. 48, Art. 6728; 2012, No. 50, Art. 6954; No. 53, Art. 7591, Art. 7607; 2013, No. 11, Art. 1076; No. 14, Art. 1649; No. 19, Art. 2329; No. 27, Art. 3438, Art. 3476, Art. 3477; No. 30, Art. 4084; No. 49, Art. 6336; No. 51, Art. 6695, Art. 6699; No. 52, Art. 6975; 2014, No. 19, Art. 2311, Art. 2317; No. 27, Art. 3634; No. 30, of the Art. 4219) establishes procedure for submission to the Bank of Russia of documents for state registration of releases (additional releases) of issued securities (further - securities), registration of prospectuses of securities, including state registration of changes in decisions on release (additional release) and (or) to avenues of securities, reports on release results (additional release) of the securities (further in case of joint mentioning - registration of issued documents) issuers which are not credit institutions (further - issuers).

1. Activities for registration of issued documents of issuers are performed in the Bank of Russia by Department of the corporate relations (further - authorized department) and the territorial offices of the Bank of Russia specified in Items 3 and 4 of this Instruction.

2. The authorized department performs state registration of releases (additional releases):

2.1. securities of the issuers included in the list of issuers approved by the administrative act of the Bank of Russia which registration of issued documents is performed by authorized department (further - the list of issuers);

2.2. securities of issuers whose size of the authorized capital at the time of approval of the decision on release (additional release) of securities constitutes or exceeds five billion rubles;

2.3. securities of issuers if such securities are:

the shares or securities converted into shares, placed by means of open subscription, the total amount of release (additional release) of which at par value constitutes or exceeds 200 million rubles;

the shares or securities converted into shares, placed by means of the closed subscription, the total amount of release (additional release) of which at par value constitutes or exceeds 600 million rubles;

bonds, the total amount of release (additional release) of which at par value constitutes or exceeds one billion rubles;

options of the issuer;

Russian depositary receipts;

bonds with mortgage providing;

housing certificates;

2.4. securities of the issuers having at least one of the following licenses:

on implementation of activities for maintaining the register of owners of securities;

on implementation of clearing activities;

on implementation of activities of specialized depositary of investment funds, mutual investment funds and non-state pension funds;

license of the exchange and (or) license of trade system;

2.5. securities of settlement depositary;

2.6. securities of the issuers who are subject to placement by reorganization in case:

if the size of the authorized capital specified in the charter of the issuer created as a result of reorganization in form of business of joint-stock company constitutes or exceeds five billion rubles;

if at least one of the organizations participating in reorganization is the issuer included in the list of issuers;

if the issuer created as a result of reorganization of the non-state pension fund which is non-profit organization is the joint-stock pension fund;

2.7. securities of issuers, documents for state registration of releases (additional releases) of which are submitted along with representation applications on receipt of permission to placement and (or) the organization of security circulation of the Russian issuers outside the Russian Federation;

2.8. securities of foreign issuers, including international financial institutions.

3. State registration of releases (additional releases) of securities of the issuers who are not provided in Item 2 presents of the Instruction is performed by the following territorial offices of the Bank of Russia:

Head department of the Central bank of the Russian Federation across Central Federal District Moscow - for issuers whose location is Moscow or the Moscow region;

Department across the Oryol region of Head department of the Central bank of the Russian Federation across Central Federal District - for issuers whose location is Central Federal District, except Moscow and the Moscow region;

Northwest head department of the Central bank of the Russian Federation - for issuers whose location is the Northwestern Federal District;

The Ural head department of the Central bank of the Russian Federation - for issuers whose location is the Ural Federal District, the Republic of Bashkortostan, the Orenburg region, Perm Krai;

Head department of the Central bank of the Russian Federation across Primorsky Krai - for issuers whose location is the Far Eastern Federal District;

Head department of the Central bank of the Russian Federation across the Novosibirsk region - for issuers whose location is Siberian Federal District;

Department across the Rostov region of the Southern head department of the Central bank of the Russian Federation - for issuers whose location is the Southern Federal District and the North Caucasian Federal District;

Department across the Samara region of the Volga-Vyatka head department of the Central bank of the Russian Federation - for issuers whose location is the Penza region, the Samara region, the Saratov region, the Ulyanovsk region;

Department - National Bank across the Republic of Tatarstan of the Volga-Vyatka head department of the Central bank of the Russian Federation - for issuers whose location is the Republic of Tatarstan, the Udmurt Republic;

The Volga-Vyatka head department of the Central bank of the Russian Federation - for issuers whose location is the Republic of Mari El, the Republic of Mordovia, the Chuvash Republic, the Kirov region, the Nizhny Novgorod Region.

4. State registration of releases (additional releases) of securities of issuers which location is the Republic of Crimea and Sevastopol, except for releases (additional releases) of securities of the specified issuers provided by subitems 2. 1, 2.6 and 2.7 Items 2 presents of the Instruction, are performed by Department across the Republic of Crimea of the Central bank of the Russian Federation.

5. State registration of release (additional release) of the securities placed by converting in them of convertible securities is performed by the authorized department or territorial office of the Bank of Russia which performed (performing) state registration of release (additional release) of the securities converted into the placed securities.

6. Registration of prospectuses of securities which is made along with state registration of releases (additional releases) of securities is performed by the authorized department or territorial office of the Bank of Russia performing state registration of the corresponding release (additional release) of securities.

7. Registration of prospectuses of securities which is made afterwards (after state registration of reports (submission of notifications) on release results (additional release) of securities) is performed:

authorized department - for the issuers included in the list of issuers;

the territorial offices of the Bank of Russia specified in Items 3 and 4 of this Instruction - for the issuers who are not included in the list of issuers depending on the place of their stay.

8. State registration of changes in the decision on release (additional release) of securities and (or) to the avenue of securities, the report on release results (additional release) of securities is performed by the authorized department or territorial office of the Bank of Russia which performed state registration of release (additional release) of such securities.

9. Preliminary consideration of the documents necessary for state registration of release (additional release) of securities which is followed by registration of the prospectus of securities is performed by authorized department or territorial office of the Bank of Russia which according to this Instruction will perform state registration of this release (additional release) of securities.

10. According to the decision of the Chairman of the Bank of Russia or the vice-chairman of the Bank of Russia supervising authorized department, powers of the representative of department for registration of issued documents of issuers can be delegated to territorial offices of the Bank of Russia, powers of territorial offices of the Bank of Russia on registration of issued documents of issuers can be delegated to authorized department with the subsequent notification of the relevant territorial office of the Bank of Russia and the issuer on the made decision.

11. In cases when in accordance with the legislation of the Russian Federation, including regulations of the Bank of Russia, the issuer included in the list of issuers, the owner of voting shares of the issuer included in the list of issuers, person having (having) right to dispose of the voices falling on voting shares (shares) constituting the authorized capital of the issuer included in the list of issuers provide (to direct) to the Bank of Russia the adequate notices or documents containing information which is subject to disclosure, such notifications or documents are considered by authorized department.

In other cases of the notification or the documents specified in paragraph one of this Item are considered by territorial offices of the Bank of Russia which perform state registration of releases (additional releases) of securities of such issuers.

12. This Instruction becomes effective after 10 days after day of its official publication in "the Bulletin of the Bank of Russia".

13. From the date of entry into force of this Instruction not to apply:

the order of FFMS of Russia of January 30, 2007 No. 07-8/pz-n "About approval of Administrative regulations of execution of the state function by the Federal Service for Financial Markets on state registration of release (additional release) of issued securities, registration of changes and/or amendments in the decision on release (additional release) and/or the prospectus of securities, state registration of the report on release results (additional release) of issued securities, registration of the prospectus of securities", No. 9558 registered by the Ministry of Justice of the Russian Federation on May 28, 2007 (The bulletin of regulations of federal executive bodies of August 6, 2007 No. 32);

the order of FFMS of Russia of September 11, 2008 No. 08-34/pz-n "About modification of Administrative regulations of execution of the state function by the Federal Service for Financial Markets on state registration of release (additional release) of issued securities, registration of changes and/or amendments in the decision on release (additional release) and/or the prospectus of securities, state registration of the report on release results (additional release) of issued securities, registration of the prospectus of securities approved by the Order of FFMS of Russia of January 30, 2007 No. 07-8/pz-n", registered by the Ministry of Justice of the Russian Federation on October 2, 2008 No. 12390 (The bulletin of regulations of federal executive bodies of October 13, 2008 No. 41);

the order of FFMS of Russia of September 18, 2008 No. 08-35/pz-n "About differentiation of powers on state registration of releases (additional releases) of issued securities between the Federal Service for Financial Markets and its territorial authorities", No. 12428 registered by the Ministry of Justice of the Russian Federation on October 8, 2008 (The Russian newspaper of October 17, 2008);

the order of FFMS of Russia of March 31, 2009 No. 09-9/pz-n "About introduction of amendments to the Order of FFMS of Russia of September 18, 2008 No. 08-35/pz-n "About differentiation of powers on state registration of releases (additional releases) of issued securities between the Federal Service for Financial Markets and its territorial authorities", No. 13901 registered by the Ministry of Justice of the Russian Federation on May 7, 2009 (The bulletin of regulations of federal executive bodies of June 1, 2009 No. 22);

the order of FFMS of Russia of June 10, 2010 No. 10-38/pz-n "About modification of Administrative regulations of execution of the state function by the Federal Service for Financial Markets on state registration of release (additional release) of issued securities, registration of changes and/or amendments in the decision on release (additional release) and/or the prospectus of securities, state registration of the report on release results (additional release) of issued securities, registration of the prospectus of securities approved by the Order of FFMS of Russia of January 30, 2007 No. 07-8/pz-n", registered by the Ministry of Justice of the Russian Federation on July 12, 2010 No. 17777 (The bulletin of regulations of federal executive bodies of August 2, 2010 No. 31);

Item 10 of the order of FFMS of Russia of April 24, 2012 No. 12-27/pz-n "About modification of some regulatory legal acts of the Federal Service for Financial Markets", registered by the Ministry of Justice of the Russian Federation on June 1, 2012, No. 24428 (The Russian newspaper of July 6, 2012);

the order of FFMS of Russia of June 22, 2010 No. 10-42/pz-n "About introduction of amendments to the Order of FFMS of Russia of September 18, 2008 No. 08-35/pz-n "About differentiation of powers on state registration of releases (additional releases) of issued securities between the Federal Service for Financial Markets and its territorial authorities", No. 17984 registered by the Ministry of Justice of the Russian Federation on July 27, 2010 (The bulletin of regulations of federal executive bodies of August 16, 2010 No. 33).

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