INSTRUCTION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of September 2, 2015 No. 3774-U

About modification of the Provision of the Bank of Russia of August 11, 2014 No. 428-P "About standards of issue of securities, procedure for state registration of release (additional release) of issued securities, state registration of reports on release results (additional release) of issued securities and registration of prospectuses of securities"

1. Bring in the Provision of the Bank of Russia of August 11, 2014 No. 428-P "About standards of issue of securities, procedure for state registration of release (additional release) of issued securities, state registration of reports on release results (additional release) of issued securities and registration of prospectuses of securities", registered by the Ministry of Justice of the Russian Federation on September 9, 2014 No. 34005 ("the Bulletin of the Bank of Russia" of October 6, 2014 No. 89 - 90), the following changes.

1.1. State Item 1.2 in the following edition:

"1.2. Securities, release (additional release) of which did not undergo state registration, cannot be placed, except for the following cases:

share placings in case of establishment of a joint-stock company;

placements of securities by reorganization of joint-stock companies in the form of the separation or allocation performed at the same time with merge or to accession in case of which placement of securities of the joint-stock companies created as a result of separation or allocation is performed without state registration of issue of securities and the report on results of issue of securities;

placements by open subscription of bonds without mortgage providing concerning which conditions are at the same time complied, stipulated in Item 1 article 27.5-2 of the Federal law "About the Security Market" (further - exchange bonds);

placements by the closed subscription of bonds without mortgage providing concerning which the conditions established by subitems 3 - the 5th Item 1 of article 27.5-2 of the Federal law "About the Security Market" are at the same time complied (further - commercial bonds);

placements of the Russian depositary receipts concerning which conditions, stipulated in Item 5.1 articles 27.5-3 of the Federal law "About the Security Market" are at the same time complied.".

1.2. Add Item 1.3 with the paragraph of the following content:

"in case of state registration of separate release (additional release) of the bonds placed within the program of bonds if the prospectus of bonds is registered along with state registration of the program of bonds.".

1.3. Add Chapter 1 with Items 1.10 - 1.12 following contents:

"1.10. The terms established by this Provision are estimated from the date of, the receipt following behind day in registering body of the relevant documents and if the specified terms are established by this Provision for issue (direction) of notifications by results of consideration of the documents which arrived in registering body - from the date of, the adoption of the relevant decision by registering body following behind day by results of consideration of such documents. If the last day of the term established by this Provision falls on non-working day, day of the termination of the specified term is the next working day following it.

1.11. In case when according to this Provision submission of the document confirming the fact of payment of the state fee collected in accordance with the legislation of the Russian Federation about taxes and fees for making of legally significant action by registering body is required and the registering body has no authentic data on payment by the applicant (issuer) of the specified state fee in accordance with the established procedure, the documents submitted by the applicant (issuer) are left without consideration. In this case the registering body shall within seven working days from the date of receipt of the documents submitted by the applicant (issuer) to direct it the notification with indication of to need of submission of the document confirming the fact of payment of the state fee, and the current of the terms established by this Provision for review of the documents submitted by the applicant (issuer) stops before the date of receipt by registering body of authentic data on payment of the state fee in accordance with the established procedure.

1.12. Use of seal on the documents submitted according to this Provision to registering body on paper is obligatory in the cases provided by the Federal Laws and also if data on availability of seal contain in the charter (the constituent document) of the corresponding legal entity.".

1.4. In Item 5.14 of the word", with appendix of the copy of the decision on refusal certified by registering body in state registration of release (additional release) of securities" to exclude.

1.5. State Items 6.1 and 6.2 in the following edition:

"6.1. Identification number is assigned to release (additional release) of securities which according to the Federal Law "About the Security Market" or the Federal Law of December 26, 1995 No. 208-FZ "About joint-stock companies" (The Russian Federation Code, 1996, No. 1, Art. 1; No. 25, Art. 2956; 1999, No. 22, Art. 2672; 2001, No. 33, Art. 3423; 2002, No. 12, Art. 1093; No. 45, Art. 4436; 2003, No. 9, Art. 805; 2004, No. 11, Art. 913; No. 15, Art. 1343; No. 49, Art. 4852; 2005, No. 1, Art. 18; 2006, No. 1, Art. 5, Art. 19; No. 2, Art. 172; No. 31, Art. 3437, Art. 3445, Art. 3454; No. 52, Art. 5497; 2007, No. 7, Art. 834; No. 31, Art. 4016; No. 49, Art. 6079; 2008, No. 18, Art. 1941; 2009, No. 1, Art. 23; No. 19, Art. 2279; No. 23, Art. 2770; No. 29, Art. 3642; No. 52, Art. 6428; 2010, No. 41, Art. 5193; No. 45, Art. 5757; 2011, No. 1, Art. 13, Art. 21; No. 30, Art. 4576; No. 48, Art. 6728; No. 49, Art. 7024, Art. 7040; No. 50, Art. 7357; 2012, No. 25, Art. 3267; No. 31, Art. 4334; No. 53, Art. 7607; 2013, No. 14, Art. 1655; No. 30, Art. 4043, Art. 4084; No. 45, Art. 5797; No. 51, Art. 6699; No. 52, Art. 6975; 2014, No. 19, Art. 2304; No. 30, Art. 4219; No. 52, Art. 7543; 2015, No. 14, Art. 2022; No. 27, of the Art. 4001) (further - the Federal Law "About Joint-stock Companies") is not subject to state registration, namely:

to release (additional release) of exchange bonds if issue of exchange bonds according to the decision (discretion) of their issuer is performed without state registration of release (additional release) of the specified bonds, registration of the prospectus of the specified bonds, state registration of the report (submission by the issuer to registering body of the notification) on release results (additional release) of the specified bonds;

to release (additional release) of commercial bonds if issue of commercial bonds according to the decision (discretion) of their issuer is performed without state registration of release (additional release) of the specified bonds, registration of the prospectus of the specified bonds, state registration of the report (submission by the issuer to registering body of the notification) on release results (additional release) of the specified bonds;

to issue of securities, placed by reorganization of joint-stock company in the form of separation or allocation if such separation or allocation is performed at the same time with merge or to accession;

to release of the Russian depositary receipts concerning which conditions are at the same time complied, stipulated in Item 5.1 articles 27.5-3 of the Federal law "About the Security Market" if issue of such Russian depositary receipts according to the decision (discretion) of their issuer is performed without state registration of release of the Russian depositary receipts and registration of the prospectus of the Russian depositary receipts.

6.2. Assignment of identification number is performed:

to releases (additional releases) of exchange bonds and releases of the Russian depositary receipts - the exchange;

to releases (additional releases) of commercial bonds - the central depositary;

to issues of securities, placed by reorganization of joint-stock company in the form of separation or allocation if such separation or allocation is performed at the same time with merge or to accession, - registering body.".

1.6. Add Item 6.3 with paragraphs of the following content:

"The list of the documents submitted to the central depositary for assignment to release (additional release) of commercial bonds of identification number, and also the features connected with assignment to release (additional release) of commercial bonds of identification number are determined by the Section VIII of this provision.

The list of the documents submitted to the exchange for assignment of identification number to release (additional release) of the exchange bonds placed within the program of exchange bonds or the central depositary for assignment of identification number to release (additional release) of the commercial bonds placed within the program of commercial bonds, and also the features connected with assignment of identification number to release (additional release) of the exchange or commercial bonds placed within the program of exchange or commercial bonds are determined by the Section VI.1 of this provision.".

1.7. Add Chapter 6 with Item 6.5 of the following content:

"6.5. The procedure and term of adoption by the exchange of the decision on assignment of identification number to releases (additional releases) of exchange bonds and releases of the Russian depositary receipts are determined by rules of the exchange.

The procedure and term of adoption by the central depositary of the decision on assignment of identification number to releases (additional releases) of commercial bonds are determined by the internal document (rules) of the central depositary.".

1.8. In Item 8.15 of the word", with appendix of the copy of the decision on refusal certified by registering body in state registration of the report on release results (additional release) of securities" to exclude.

1.9. Add with Item 8.10.1 of the following content:

"8.10.1. If the documents necessary according to this Provision for state registration of the report on release results (additional release) of securities, were provided for state registration of release (additional release) of securities of the issuer, instead of such documents the reference containing information that the specified documents were already submitted earlier for state registration of release (additional release) of securities of the issuer can be provided. The specified reference shall be signed by the person holding position (performing functions) of sole executive body of the issuer.".

1.10. In Item 9.17 of the word", with appendix of the copy of the decision on refusal certified by registering body in registration of such changes" to exclude.

1.11. Add Item 9.21 with paragraphs of the following content:

"The list of the documents submitted to the central depositary in case of modification of the decision on release (additional release) of commercial bonds including regarding replacement of the issuer of commercial bonds by its reorganization, and also the features connected with introduction of the specified changes are determined by the Section VIII of this provision.

The list of the documents submitted to the exchange or the central depositary in case of modification of the decision on release of the exchange or commercial bonds placed within the program of exchange or commercial bonds (in the program of exchange or commercial bonds and (or) in release conditions (additional release) of exchange or commercial bonds within the program of exchange or commercial bonds), and (or) to the avenue of the exchange bonds placed within the program of exchange bonds, and also the features connected with introduction of the specified changes are determined by the Section VI.1 of this provision.".

1.12. The first offer of Item 21.17 to state in the following edition: "In case of placement of documentary bonds to bearer the sample or the description of the bond certificate (bonds) is hemmed to all copies of the decision on release (additional release) of bonds.".

1.13. Add with the Section VI.1 of the following content:

"Section VI.1. Features of bond emission, bonds placed within the program

Chapter 26.1. General provisions about the features of bond emission placed within the program of bonds

26.1.1. The decision of authorized body of management of the issuer on approval of the first part of the decision on bond issue containing the rights of bondholders and other general terms determined in a general way for one or several bond issues can be the decision on placement of bonds (further - the program of bonds).

26.1.2. Within the program of bonds only documentary bonds with obligatory centralized storage without mortgage providing can be placed if such bonds do not grant to their owners other rights, except the right to nominal value or nominal value and percent from nominal value, and payment of nominal value and percent on such bonds is performed only by money (further - the bonds placed within the program of bonds).

26.1.3. The program of bonds shall contain data, stipulated in Item the 9th article 17 of the Federal law "About the Security Market", and also may contain other data.

26.1.4. The program of bonds is subject to state registration, except for programs of exchange bonds and the program of commercial bonds to which identification numbers are assigned.

26.1.5. Identification number is assigned:

to the program of exchange bonds - the exchange;

to the program of commercial bonds - the central depositary.

26.1.6. Rules of other heads of this provision concerning bond emission placed within the program of bonds are applied in the part which is not contradicting rules of this Section of the Provision.

Chapter 26.2. The decision on release (additional release) of the bonds placed within the program of bonds

26.2.1. The decision on release (additional release) of the bonds placed within the program of bonds consists of the first part - the program of bonds and the second part containing specific conditions of separate release (additional release) of bonds (further - release conditions (additional release) of bonds within the program of bonds).

26.2.2. The decision on approval of the program of bonds is made according to the rules established by the legislation of the Russian Federation for decision making about placement of bonds.

The program of bonds is signed according to the rules established by the legislation of the Russian Federation and this Provision for signing of the decision on release (additional release) of securities.

The program of bonds shall be constituted according to appendix 13.1 to this Provision.

26.2.3. Release conditions (additional release) of bonds within the program of bonds affirm on the basis and according to the decision on approval of the program of bonds.

Release conditions (additional release) of bonds within the program of bonds affirm the person holding position (performing functions) of sole executive body of the issuer if approval of conditions of release (additional release) of bonds within the program of bonds is not referred by the charter (the constituent document) of such issuer to competence of other governing body of the issuer.

26.2.4. Release conditions (additional release) of bonds within the program of bonds shall be approved during the effective period of the program of bonds specified in the program of bonds.

Release conditions (additional release) of bonds within the program of bonds shall be constituted according to appendix 13.2 to this Provision.

26.2.5. Release conditions (additional release) of bonds within the program of bonds are signed according to the rules established by the legislation of the Russian Federation and this Provision for signing of the decision on release (additional release) of securities. At the same time instead of person holding position (performing functions) the sole executive body of the issuer, release condition (additional release) of bonds within the program of bonds can be signed by the official of the issuer authorized by it.

Chapter 26.3. Features of state registration of the program of bonds

26.3.1. State registration of the program of bonds is performed by registering body.

26.3.2. For state registration of the program of bonds are represented to registering body:

the statement on state registration of the program of bonds constituted according to appendix 6.1 to this Provision;

the questionnaire of the issuer constituted according to appendix 7 to this Provision;

the copy of the document confirming state registration of the issuer;

the program of bonds which shall be constituted according to appendix 13.1 to this Provision;

the copy (the statement from) the protocol of meeting (meeting) of authorized body of management of the issuer (the order, the order or other document of the authorized person) which makes the decision on approval of the program of bonds, with indication of if this decision is made by collegiate organ of management, quorum and results of vote for its acceptance;

the copy of the charter (the constituent document) of the issuer in the current version with all changes and (or) amendments made to it;

the certificate of the issuer who is economic society, of payment of its authorized capital, signed by the person holding position (performing functions) of sole executive body of the issuer. The specified reference shall contain data on the size of the authorized capital of the issuer and his payment;

the inventory of the submitted documents constituted according to appendix 9 to this Provision;

other documents provided by this Provision.

26.3.3. For state registration of the program of bonds which is performed along with registration of the prospectus of the bonds placed within the program of bonds in addition are represented to registering body:

the prospectus of the bonds placed within the program of bonds. Requirements to form of the prospectus of the bonds placed within the program of bonds, and to structure of the data included in it are established according to article 22 of the Federal law "About the Security Market";

the copy (the statement from) the protocol of meeting (meeting) of authorized body of management of the issuer (the order, the order or other document of the authorized person) which approves the prospectus of the bonds placed within the program of bonds with indication of if the prospectus of such bonds is approved by collegiate organ of management, quorum and results of vote for its approval;

the payment order (the receipt of the established form in case of cash form of payment) which confirms the fact of payment by the issuer of the state fee collected in accordance with the legislation of the Russian Federation about taxes and fees for registration of the prospectus of securities.

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