INSTRUCTION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of July 12, 2017 No. 4463-U

About requirements to persons (person) acquiring according to the plan of participation of the Bank of Russia in implementation of measures for the prevention of bankruptcy of bank of the bank share in number of at least 75 percent of ordinary shares of bank in the form of joint-stock company (the share in the authorized capital providing at least three quarters of voices of total number of voices of members of bank in the form of limited liability company) or shares of the mutual investment fund created by "Managing Company of Fund of Consolidation of Banking Sector" limited liability company which part of property bank shares in number of at least 75 percent of ordinary shares of bank in the form of joint-stock company (the share in the authorized capital of bank providing at least three quarters of voices of total number of voices of members of bank in the form of limited liability company) are

This Instruction based on Item 9 of article 189.49 of the Federal Law of October 26, 2002 No. 127-FZ "About insolvency (bankruptcy)" (The Russian Federation Code, 2002, No. 43, Art. 4190; 2004, No. 35, Art. 3607; 2005, No. 1, Art. 18, Art. 46; No. 44, Art. 4471; 2006, No. 30, Art. 3292; No. 52, Art. 5497; 2007, No. 7, Art. 834; No. 18, Art. 2117; No. 30, Art. 3754; No. 41, Art. 4845; No. 49, Art. 6079; 2008, No. 30, Art. 3616; No. 49, Art. 5748; 2009, No. 1, Art. 4, Art. 14; No. 18, Art. 2153; No. 29, Art. 3632; No. 51, Art. 6160; No. 52, Art. 6450; 2010, No. 17, Art. 1988; No. 31, Art. 4188, Art. 4196; 2011, No. 1, Art. 41; No. 7, Art. 905; No. 19, Art. 2708; No. 27, Art. 3880; No. 29, Art. 4301; No. 30, Art. 4576; No. 48, Art. 6728; No. 49, Art. 7015, Art. 7024, Art. 7040, Art. 7061, Art. 7068; No. 50, Art. 7351, Art. 7357; 2012, No. 31, Art. 4333; No. 53, Art. 7607, Art. 7619; 2013, No. 23, Art. 2871; No. 26, Art. 3207; No. 27, Art. 3477, Art. 3481; No. 30, Art. 4084; No. 51, Art. 6699; No. 52, Art. 6975, Art. 6984; 2014, No. 11, Art. 1095, Art. 1098; No. 30, Art. 4217; No. 49, Art. 6914; No. 52, Art. 7543; 2015, No. 1, Art. 10, Art. 11, Art. 29, Art. 35; No. 27, Art. 3945, Art. 3958, Art. 3967, Art. 3977; No. 29, Art. 4350, Art. 4355, Art. 4362; 2016, No. 1, Art. 11, Art. 27, Art. 29; No. 23, Art. 3296; No. 26, Art. 3891; No. 27, Art. 4225, Art. 4237, Art. 4293, Art. 4305; 2017, No. 1, Art. 29; No. 18, Art. 2661; No. 25, of the Art. 3596) establishes requirements to persons (person) acquiring according to the plan of participation of the Bank of Russia in implementation of measures for the prevention of bankruptcy of bank (further - the plan of participation of the Bank of Russia) bank shares in number of at least 75 percent of ordinary shares of bank in the form of joint-stock company (the share in the authorized capital providing at least three quarters of voices of total number of voices of members of bank in the form of limited liability company) or shares of the mutual investment fund created by "Managing Company of Fund of Consolidation of Banking Sector" limited liability company (further - Managing company) which part of property bank shares in number of at least 75 percent of ordinary shares of bank in the form of joint-stock company are (shares in the authorized capital, the providing at least three quarters of voices of total number of voices of members of bank in the form of limited liability company) (further - investors).

1. The investor - the legal entity, being bank, shall conform to at the same time following requirements:

have the license of the Bank of Russia for attraction in deposits of money of physical persons, and also perform banking activity at least 3 years from the date of its state registration;

have the size of own means (capital) calculated according to the technique established by the Provision of the Bank of Russia of December 28, 2012 No. 395-P "About technique of determination of size of own means (capital) of credit institutions ("Basel III")", on February 22, 2013 No. 27259, on November 29, 2013 No. 30499, on October 2, 2014 No. 34227, on December 11, 2014 No. 35134, on December 17, 2014 No. 35225, on March 24, 2015 No. 36548, on June 5, 2015 No. 37549, on October 5, 2015 No. 39152, on December 8, 2015 No. 40018, on December 17, 2015 No. 40151, on August 26, 2016 No. 43442, for date of submission of information by the investor to the Bank of Russia, in the amount of at least 10 percent from the size of obligations of bank, ordinary shares (share in the authorized capital) of which are acquired by the registered Ministry of Justice of the Russian Federation, calculated on the basis of the Razrabotochny table for creation of the balance sheet (the published form) of Item 3 of the Procedure for creation and submission of the reporting under form 0409806 "Balance sheet (the published form)" (further - Razrabotochnaya the table for creation of the balance sheet) and 23 forms of the reporting reflected in line 0409806 "The balance sheet (the published form)", No. 46155 (further - the Instruction of the Bank of Russia No. 4212-U) increased by the extreme size of the loan (loans) granted by the Bank of Russia on the purpose of financial improvement established by the Instruction of the Bank of Russia of November 24, 2016 No. 4212-U "About the list, forms and procedure for creation and representation of forms of the reporting of credit institutions in the Central bank of the Russian Federation", the registered Ministry of Justice of the Russian Federation on December 14, 2016 No. 44718, on March 29, 2017;

carry out the capital adequacy ratios of credit institution established by the Instruction of the Bank of Russia of November 29, 2019 No. 199-I "About obligatory standard rates and allowances to capital adequacy ratios of banks with the universal license" registered by the Ministry of Justice of the Russian Federation on December 27, 2019 No. 57008 (further - the Instruction of the Bank of Russia No. 199-I), within 3 last years and for date of submission of information by the investor to the Bank of Russia taking into account allowances to capital adequacy of credit institution during their action;

treat classification groups 1 or 2 according to the Instruction of the Bank of Russia of April 3, 2017 No. 4336-U "About assessment of economic situation of banks", the registered Ministry of Justice of the Russian Federation on May 19, 2017 No. 46771, as of date of submission of information by the investor to the Bank of Russia and before approval date the Bank of Russia of the plan of participation of the Bank of Russia in which the investor will be determined (and not to have substantial risks in the current activities which according to preventive and (or) enforcement powers of impact can entail emergence of the bases for reference in other classification group);

not have overdue monetary commitments before the Bank of Russia, including on the credits of the Bank of Russia and percent on them, as of date of submission of information by the investor to the Bank of Russia;

prohibitions and restrictions according to article 74 of the Federal Law of July 10, 2002 with No. 86-FZ "About the Central bank the Russian Federation (Bank of Russia)" shall not be applied to bank as of date of submission of information to the Bank of Russia and within the last 12 months (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. 40, Art. 5318; 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; 2016, No. 1, Art. 23, Art. 46, Art. 50; No. 26, Art. 3891; No. 27, Art. 4225, Art. 4273, Art. 4295; 2017, No. 1, Art. 46; No. 14, Art. 1997; No. 18, the Art. 2661, the Art. 2669), and also prohibition on attraction of money of physical persons in deposits and on opening of bank accounts according to article 48 of the Federal Law of December 23, 2003 No. 177-FZ "About deposit insurance in banks of the Russian Federation" (The Russian Federation Code, 2003, No. 52, Art. 5029; 2004, No. 34, Art. 3521; 2005, No. 1, Art. 23; No. 43, Art. 4351; 2006, No. 31, Art. 3449; 2007, No. 12, Art. 1350; 2008, No. 42, Art. 4699; No. 52, Art. 6225; 2011, No. 1, Art. 49; No. 27, Art. 3873; No. 29, Art. 4262; No. 49, Art. 7059; 2013, No. 19, Art. 2308; No. 27, Art. 3438; No. 49, Art. 6336; No. 52, Art. 6975; 2014, No. 14, Art. 1533; No. 30, Art. 4219; No. 52, Art. 7543; 2015, No. 1, Art. 4, Art. 14; No. 27, Art. 3958; No. 29, Art. 4355; 2016, No. 27, Art. 4297; 2017, No. 18, Art. 2661, Art. 2669);

not have unpaid nedovznos in required reserves, the amounts of failure to carry out of averaging of required reserves, unpaid penalties for violation of mandatory reserve requirements, and also unpresented calculation of the size of required reserves as of date of submission of information by the investor to the Bank of Russia;

the measures established by the legislation of the Russian Federation and regulations of the Bank of Russia for violation of obligatory standard rates of the credit institutions provided by the Instruction of the Bank of Russia No. 199-I shall not be applied to bank as of date of submission of information to the Bank of Russia and within the last 6 months;

have the positive total financial result reflected in the reporting under form 0409102 "The report on financial results of the credit institution" established by the Instruction of the Bank of Russia No. 4212-U for 4 last quarters preceding consideration of documents;

not have the tax debt, to charges, penalty fee, penalties to budgets of all levels and state non-budgetary funds for date of submission of information by the investor to the Bank of Russia.

2. The investor - the legal entity, not being bank, shall conform to at the same time following requirements:

perform activities at least three years from the date of state registration;

have as of date of submission of information by the investor to the Bank of Russia net assets (own means) calculated according to the Provision of the Bank of Russia of February 18, 2014 No. 415-P "About procedure and criteria for evaluation of financial position of legal entities - the founders (participants) of credit institution and legal entities making the transactions directed to share acquisition (shares) of credit institution and (or) to establishment of control concerning shareholders (participants) of credit institution", the registered Ministry of Justice of the Russian Federation on June 2, 2014 to No. 32524, on December 10, 2014 No. 35118, on May 20, 2016 No. 42185, on May 4, 2017 No. 46584 (further - the Provision of the Bank of Russia No. 415-P), in the amount of at least 10 percent from the size of obligations of bank, ordinary shares (share in the authorized capital) of which are acquired, 22 forms of the reporting calculated on the basis of the Razrabotochny table for creation of the balance sheet and reflected in line 0409806 "The balance sheet (the published form)", established by the Instruction of the Bank of Russia No. 4212-U, for date of submission of information by the investor to the Bank of Russia, the obligations of the investor increased by the size - the legal entity, calculated based on the data of intermediate accounting (financial) records for the last complete month preceding date of submission of documents to the Bank of Russia and also increased by the extreme size of loan (loans) provided by the Bank of Russia on the purpose of financial improvement of the relevant bank;

have the reasons for recognition of the goodwill conforming to requirements, stipulated in Item 5 parts one of article 16 of 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. 3459, Art. 3469; 2001, No. 26, Art. 2586; No. 33, Art. 3424; 2002, No. 12, Art. 1093; 2003, No. 27, Art. 2700; No. 50, Art. 4855; No. 52, Art. 5033, Art. 5037; 2004, No. 27, Art. 2711; No. 31, Art. 3233; 2005, No. 1, Art. 18, Art. 45; No. 30, Art. 3117; 2006, No. 6, Art. 636; No. 19, Art. 2061; No. 31, Art. 3439; No. 52, Art. 5497; 2007, No. 1, Art. 9; No. 22, Art. 2563; No. 31, Art. 4011; No. 41, Art. 4845; No. 45, Art. 5425; No. 50, Art. 6238; 2008, No. 10, Art. 895; 2009, No. 1, Art. 23; No. 9, Art. 1043; No. 18, Art. 2153; No. 23, Art. 2776; No. 30, Art. 3739; No. 48, Art. 5731; No. 52, Art. 6428; 2010, No. 8, Art. 775; No. 27, Art. 3432; No. 30, Art. 4012; No. 31, Art. 4193; No. 47, Art. 6028; 2011, No. 7, Art. 905; No. 27, Art. 3873, Art. 3880; No. 29, Art. 4291; No. 48, Art. 6730; No. 49, Art. 7069; No. 50, Art. 7351; 2012, No. 27, Art. 3588; No. 31, Art. 4333; No. 50, Art. 6954; No. 53, Art. 7605, Art. 7607; 2013, No. 11, Art. 1076; No. 19, Art. 2317, Art. 2329; No. 26, Art. 3207; No. 27, Art. 3438, Art. 3477; No. 30, Art. 4084; No. 40, Art. 5036; No. 49, Art. 6336; No. 51, Art. 6683, Art. 6699; 2014, No. 6, Art. 563; No. 19, Art. 2311; No. 26, Art. 3379, Art. 3395; No. 30, Art. 4219; No. 40, Art. 5317, Art. 5320; No. 45, Art. 6144, Art. 6154; No. 49, Art. 6912; No. 52, Art. 7543; 2015, No. 1, Art. 37; No. 17, Art. 2473; No. 27, Art. 3947, Art. 3950; No. 29, Art. 4355, Art. 4357, Art. 4385; No. 51, Art. 7243; 2016, No. 1, Art. 23; No. 15, Art. 2050; No. 26, Art. 3860; No. 27, Art. 4294, Art. 4295; 2017, No. 14, Art. 2000; No. 18, Art. 2661, Art. 2669; No. 25, the Art. 3596) (further - the Federal Law "About Banks and Banking Activity"). Person (persons) exercising (exercising) control concerning the investor, individual (individual) executive (executive) body (bodies) of the specified person (persons), sole executive body of the investor also shall conform to this requirement;

not have the tax debt, to charges, penalty fee, penalties to budgets of all levels and state non-budgetary funds for date of submission of information by the investor to the Bank of Russia;

have the positive total financial result reflected in the report on financial results which form is approved by the order of the Ministry of Finance of the Russian Federation of July 2, 2010 No. 66n "About forms of accounting records of the organizations", the registered Ministry of Justice of the Russian Federation on August 2, 2010 No. 18023, on December 13, 2011 No. 22599, on October 4, 2012 No. 25592, on December 29, 2012 No. 26501, on April 30, 2015 No. 37103, for 4 last quarters preceding consideration of documents;

have good financial position according to the Provision of the Bank of Russia of June 28, 2017 No. 590-P "About procedure for forming by credit institutions of reserves on possible losses according to loans, the loan and equated to it debt", the registered Ministry of Justice of the Russian Federation on July 12, 2017 No. 47384 (further - the Provision of the Bank of Russia No. 590-P).

3. The investor - the legal entity, not being bank, submits the following documents necessary for assessment of its financial position and goodwill to the Bank of Russia:

the documents provided by subitems 5.1. 1, 5.1.3, 5.1.7 - 5.1.12 Items 5.1 of the Provision of the Bank of Russia No. 415-P and appendix 2 to the Provision of the Bank of Russia No. 590-P;

the report of the appraiser on results of assessment of the real estate belonging to the legal entity (it is represented if the total cost of the real estate belonging to the legal entity constitutes at least 500 million rubles);

copies of the constituent documents (with changes) issued by authorized registering body, the copy of the extract from the Unified State Register of Legal Entities confirming the size and nominal value of the shares in the authorized capital belonging to members of the legal entity in the form of limited liability company, the copy of the statement from the shareholder register confirming quantity and the share par value belonging to shareholders of the legal entity in the form of joint-stock company;

information on persons who exercise concerning it control or under considerable influence of which it is, provided in form and according to the procedure, the similar No. 345-P stated in annexes 2 and 3 to the Provision of the Bank of Russia of October 27, 2009 "About procedure for disclosure by banks of information on persons, under control or considerable influence of which there are participating banks of system of compulsory deposit insurance of physical persons in banks of the Russian Federation", to No. registered by the Ministry of Justice of the Russian Federation on December 11, 2009 15561, on June 14, 2012 No. 24576, on December 16, 2013 No. 30597, on July 22, 2014 No. 33198, on February 19, 2015 No. 36112, on May 22, 2017 No. 46779;

documents for assessment of goodwill of the investor, person exercising control concerning the investor (further - the controller), (sole executive body of the controller who is the legal entity) on compliance to requirements of article 16 of the Federal law "About Banks and Banking Activity", Provisions of the Bank of Russia provided by Chapter 4 of October 25, 2013 No. 408-P "About evaluation procedure of compliance to qualification requirements and requirements to goodwill of persons specified in article 11.1 of the Federal law "About Banks and Banking Activity" and article 60 of the Federal law "About the Central Bank Russian Federation (Bank of Russia)", and procedure for maintaining the database, the stipulated in Article 75 Federal Laws "About the Central Bank Russian Federation (Bank of Russia)" No. registered by the Ministry of Justice of the Russian Federation on December 26, 2013 30851, on May 20, 2016 No. 42183, on May 4, 2017 No. 46584 (further - the Provision of the Bank of Russia No. 408-P);

4. The investor - the legal entity, not being bank, provides in the Bank of Russia information on forecast calculations on risks of bank holding (in case of its availability) according to appendix 1 to the Instruction of the Bank of Russia of September 9, 2015 to No. 3777-U "About creation and submission to the Bank of Russia of the reporting and other information on risks of bank holding", to No. 39615 registered by the Ministry of Justice of the Russian Federation on November 9, 2015 (further - the Instruction of the Bank of Russia No. 3777-U), the report on the list of members of bank holding and investments in shares of investment funds according to appendix 2 to the Instruction of the Bank of Russia No. 3777-U, and also information on managing company of bank holding and the obligations of parent organization of bank holding assigned to it according to appendix 3 to the Instruction of the Bank of Russia No. 3777-U after acquisition by the investor at least 75 percent of ordinary shares of bank in the form of joint-stock company (the share in the authorized capital providing at least three quarters of voices of total number of voices of members of bank in the form of limited liability company) or shares of the mutual investment fund created by Managing company which part of property bank shares in number of at least 75 percent of ordinary shares of bank in the form of joint-stock company (the share in the authorized capital of bank providing at least three quarters of voices of total number of voices of members of bank in the form of limited liability company) are.

5. The investor - physical person shall conform to at the same time following requirements:

have as of date of submission of information by the investor to the Bank of Russia own means (property) calculated according to the Provision of the Bank of Russia of February 18, 2014 No. 416-P "About procedure and criteria for evaluation of financial position of physical persons - the founders (participants) of credit institution and physical persons making the transactions directed to share acquisition (shares) of credit institution and (or) to establishment of control concerning shareholders (participants) of credit institution", the registered Ministry of Justice of the Russian Federation on June 3, 2014 to No. 32539, on December 10, 2014 No. 35118, on May 20, 2016 No. 42187, on May 4, 2017 No. 46584 (further - the Provision of the Bank of Russia No. 416-P), in the amount of at least 10 percent from the amount of the size of obligations of bank, ordinary shares (share in the authorized capital) of which are acquired, 22 forms of the reporting calculated on the basis of the Razrabotochny table for creation of the balance sheet and reflected in line 0409806 "The balance sheet (the published form)", established by the Instruction of the Bank of Russia No. 4212-U, for date of submission of information by the investor to the Bank of Russia, and extreme size of loan (loans) provided by the Bank of Russia on the purpose of financial improvement of the relevant bank;

not have restrictions (encumbrances) the order right with own means (property) specified in the paragraph the second this Item if concerning these own means (property) restrictions (encumbrances) in accordance with the legislation of the Russian Federation or the agreement signed by this physical person as of date of submission of information by the investor to the Bank of Russia can be set;

not have the tax debt, to charges, penalty fee, penalties to budgets of all levels and state non-budgetary funds for date of submission of information by the investor to the Bank of Russia;

have good financial position according to the Provision of the Bank of Russia No. 590-P;

have the reasons for recognition of the goodwill conforming to requirements, stipulated in Item 5 parts one of article 16 of the Federal law "About Banks and Banking Activity".

6. The investor - the physical person submits the following documents necessary for assessment of its financial position and goodwill to the Bank of Russia:

documents according to Items 6.2 and 6.6 of the Provision of the Bank of Russia No. 416-P and appendix 2 to the Provision of the Bank of Russia No. 590-P;

the documents confirming lack of restriction (encumbrance) of the right of the order by own means (property) which the physical person assumes to direct to financial assistance to bank, for date of submission of information by the investor to the Bank of Russia;

the report of the appraiser on results of assessment of the real estate belonging to physical person (it is represented if the total cost of the real estate belonging to physical person constitutes at least 500 million rubles);

documents for assessment of goodwill of the investor on compliance to requirements, the stipulated in Clause 16 Federal Laws "About Banks and Banking Activity" provided by Chapter 4 of the Provision of the Bank of Russia No. 408-P.

7. Persons specified in Items 1, 2 and 5 these Instructions participating in implementation of actions on financial improvement or settlement of obligations of bank are recognized not conforming to requirements of this Instruction if during realization of these actions they allow failure to carry out at least of one of actions of the plan of participation of the Bank of Russia in implementation of measures for the prevention of bankruptcy of bank or in settlement of its obligations completely or in essential amount.

8. Persons specified in Items 1, 2 and 5 these Instructions which were earlier participating in implementation of actions on financial improvement or settlement of obligations of bank are recognized not conforming to requirements of this Instruction if during realization of these actions they allowed failure to carry out at least of one of actions of the plan of participation of the Bank of Russia in implementation of measures for the prevention of bankruptcy of bank or in settlement of its obligations completely or in essential amount.

9. For the purpose of assessment of conformity of the investor for bank inquiry of Russia the investor provides to the requirements provided by this Instruction the additional information about compliance to the specified requirements.

10. Persons specified in Items 2 and 5 of this Instruction are recognized not conforming to requirements of this Instruction if the real estate project cost determined by results of assessment which is carried out by the Bank of Russia according to the Provision of the Bank of Russia No. 590-P is less than market value of real estate object determined by the appraiser and does not correspond to the values established by Items 3 and 6 of this Instruction.

11. This Instruction becomes effective after 10 days after day of its official publication.

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