INSTRUCTION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of June 15, 2015 No. 3680-U

About requirements to procedure and form of provision by the foreign organizations which are acting for the benefit of other persons, information on owners of securities and on the other persons performing the rights on securities and also about the number of securities which are owned by such persons

This Instruction based on Item 9 of article 8.4 of 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; 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, Art. 4219; 2015, No. 1, Art. 13; No. 14, Art. 2022; No. 27, Art. 4001; No. 29, Art. 4348, Art. 4349, Art. 4357; 2016, No. 1, the Art. 81) (further - the Federal Law "About the Security Market"), 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, Art. 4219; No. 45, Art. 6154; No. 52, Art. 7543; 2015, No. 1, Art. 4, Art. 37; No. 27, Art. 3958, Art. 4001; No. 29, Art. 4348, Art. 4357; No. 41, Art. 5639; No. 48, Art. 6699; No. 1, the Art. 23, the Art. 46) establishes 2016,:

requirements to procedure and form of provision by person to which the custody account of depositary programs, information on owners of securities of the foreign issuer and on the other persons performing the rights on the securities of the foreign issuer certifying the rights concerning shares of the Russian issuer and about the number of securities of the foreign issuer which are held by such persons, for implementation by person to which the custody account of depositary programs, the participation rights in general shareholder meeting is opened is opened;

requirements to procedure and form of provision by the foreign nominee holder of information on owners of securities and about the other persons performing the rights on securities and also about the number of securities which are owned by such persons, for the purpose of implementation by specified persons of the rights affirmed by securities;

requirements to procedure and form of provision by the foreign authorized holder of information for the purpose of implementation of the rights affirmed by securities by it.

1. For implementation by person to which the custody account of depositary programs is opened of the participation right in general shareholder meeting according to shares concerning which rights make sure securities of the foreign issuer (further - depositary securities), the specified person provides information on owners of depositary securities and on the other persons performing the rights on depositary securities in the form of the list of persons performing the rights on depositary securities (further - the list of owners of depositary securities) which shall contain the following data.

1.1. The name, the location and the postal address of person to which the custody account of depositary programs is opened.

1.2. The name and the location of the Russian issuer which rights concerning shares make sure depositary securities (further - the Russian issuer).

1.3. The name and the location of the Russian depositary in which the custody account of depositary programs is opened (further - the Russian depositary).

1.4. The name and identification signs of depositary securities with indication of the international code (number) of identification of securities (ISIN) or other identification number assigned for them (if is available).

1.5. Type, category (type), the state registration number of share issue of the Russian issuer concerning which rights make sure depositary securities, and also the number of shares of the Russian issuer of the corresponding category (type), concerning which rights make sure one depositary security.

1.6. The information about each person performing the rights on depositary securities, included in the list of owners of depositary securities:

concerning physical person - surname, name, middle name (in the presence) and its address;

concerning the Russian legal entity - full name, the abbreviated name (if is available), and also either the international code of identification of the legal entity, or the primary state registration number and date of state registration as the legal entity (date of entering into the Unified State Register of Legal Entities of information about the legal entity registered till July 1, 2002), or the address of the legal entity;

concerning the foreign legal entity - the name (in foreign language), and also either the international code of identification of the legal entity, or number assigned to the legal entity in the trade register or other accounting register of the state in which such legal entity, and date of state registration of the legal entity or assignment of number, or the address of the legal entity is registered;

concerning the foreign organization, not being the legal entity according to the country right where this organization is founded, - the name, and also either its address, or other registration signs according to the country right where this organization is founded;

the number of depositary securities which are owned by the face included in the list of owners of depositary securities;

the number of shares of the Russian issuer of the corresponding category (type) concerning which the face included in the list of owners of depositary securities is instructed to vote definitely.

1.7. The total number of shares of the Russian issuer of the corresponding category (type) concerning which rights make sure depositary securities which are owned by the faces included in the list of owners of depositary securities.

1.8. The total number of shares of the Russian issuer of the corresponding category (type) concerning which the faces included in the list of owners of depositary securities are instructed to vote definitely.

2. The list of owners of depositary securities is provided to the Russian issuer by person to whom the custody account of depositary programs, or the Russian depositary is opened.

3. Person to whom the custody account of depositary programs is opened provides the list of owners of depositary securities in writing signed by its authorized person. The list of owners of depositary securities numbering more than one leaf shall be stitched, numbered and signed the authorized person which signature is sealed person to whom the custody account of depositary programs is opened. The fastening of the list of owners of depositary securities is not required by seal of person to whom the custody account of depositary programs is opened if according to the personal law and constituent documents of such person availability the seal is not required from it and (or) it is not provided. Together with the specified list the copy of the power of attorney or other document confirming powers of the authorized person which signed the list of owners of depositary securities is provided.

In case of provision of the list of owners of depositary securities by the Russian depositary the specified list shall be provided in writing and signed the authorized person of the Russian depositary. The list of owners of depositary securities numbering more than one leaf shall be stitched, numbered and certified by the authorized signature of the Russian depositary. Together with the specified list the power of attorney or other document confirming powers of the authorized person of the Russian depositary which signed the list of owners of depositary securities is provided.

Requirements of this Item are not applied in case of directing by person to whom the custody account of depositary programs is opened, to the Russian depositary to vote definitely. In this case requirements of Item 6 of this Instruction are applied to procedure for provision of the list of owners of depositary securities.

4. The list of owners of depositary securities is provided to the Russian issuer in Russian or in the foreign language used in the financial market.

The power of attorney or other document confirming powers of the authorized person which signed the list of owners of depositary securities acting on behalf of person to whom the custody account of depositary programs is opened or on behalf of the Russian depositary which copy (whom) it is presented to the Russian issuer shall be constituted (it shall be constituted) in Russian. In case of creation of the power of attorney or other document in foreign language along with she (he) her (his) translation into Russian certified in accordance with the established procedure is represented.

5. The list of owners of depositary securities is provided to the Russian issuer by preparation and holding general meeting of shareholders of the Russian issuer.

The list of owners of depositary securities is attached to the bulletin (bulletins) for vote by which (which) perform vote at general meeting of shareholders of the Russian issuer according to shares concerning which rights make sure depositary securities, or it is transferred to counting board (person performing functions of counting board) of the Russian issuer in case of registration of person participating in general meeting who votes according to shares concerning which rights make sure depositary securities.

6. If person to whom the custody account of depositary programs is opened participates in general shareholder meeting by directing to the Russian depositary to vote definitely, the list of owners of depositary securities is attached to the document on vote. In this case the Russian depositary provides the list of owners of depositary securities to the central depositary which depositor it is, electronically, the signed digital signature of the Russian depositary.

7. In the cases provided by the Federal Laws, the foreign authorized holder for the purpose of implementation by him of the rights affirmed by securities provides information in writing according to requirements of Item 3 presents of the Instruction to document creation to one of the following methods:

by delivery of the document containing such information, on receipt;

by the direction the registered mail with the assurance of receipt to depositary in which to the specified person the custody account of the foreign authorized holder is opened.

8. The foreign nominee holder provides to depositary (the central depositary) in which to it the custody account of the foreign nominee holder is opened, information on owners of securities and on the other persons performing the rights on securities (further - the list of persons performing the rights on securities), and also about the number of securities which are owned by such persons. Information provided by this Item is provided or by the direction of the list of persons performing the right on securities constituted on demand the specified depositary for certain date and the containing data in amount, stipulated in Item the 6th article 8.3 of the Federal law "About the Security Market" for creation of the list by the nominee holder or by the direction of the following information:

document (documents) on vote;

the information about persons who are subject to inclusion in the list of the persons having the participation right in general meeting of owners of securities and who did not instruct in vote definitely;

data on the foreign organizations which are performing accounting and transition of the rights to securities according to their personal law and not provided information specified in paragraphs second and third this Item and also on the number of securities concerning which information on their owners and other persons performing the rights on such securities is not provided.

Information provided by this Item is provided in paper form and if it is provided by the contract of the foreign nominee holder with depositary in which to it the custody account of the foreign nominee holder, electronically is opened.

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

10. From the date of entry into force of this Instruction not to apply the order of the Federal Service for Financial Markets of February 5, 2013 No. 13-7/pz-n "About approval of Requirements to procedure for provision by person to which the custody account of depositary programs, information on owners of securities of the foreign issuer and on the other persons performing the rights on the securities of the foreign issuer certifying the rights concerning shares of the Russian issuer and also about the number of securities of the foreign issuer which are held by such persons", No. 28090 registered by the Ministry of Justice of the Russian Federation on April 10, 2013 is opened (The Russian newspaper of April 24, 2013).

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