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Ministry of Justice

Russian Federation

On March 20, 2018 No. 50413

INSTRUCTION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of December 25, 2017 No. 185-I

About receipt of consent (approval) of the Bank of Russia to share acquisition (shares) of the financial organization and (or) on establishment of control concerning shareholders (participants) of the financial organization and the direction in the Bank of Russia of notifications on cases as a result of which person who had the right directly or indirectly to dispose of more than 10 percent of shares (share) of not credit financial credit institution, completely lost such right or kept the right to dispose directly or indirectly of less than 10 percent of shares (share) of not credit financial credit institution

(as amended on 30-03-2021)

This Instruction based on article 61 of 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. 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, Art. 2661, Art. 2669; No. 27, Art. 3950; No. 30, Art. 4456; No. 31, Art. 4830; No. 50, the Art. 7562) (further - the Federal Law "About the Central Bank Russian Federation (Bank of Russia)"), article 11 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, Art. 3596; No. 30, Art. 4456; No. 31, the Art. 4754, the Art. 4830) (further - the Federal Law "About Banks and Banking Activity"), article 7 of the Federal Law of May 7, 1998 No. 75-FZ "About non-state pension funds" (The Russian Federation Code, 1998, No. 19, Art. 2071; 2001, No. 7, Art. 623; 2002, No. 12, Art. 1093; 2003, No. 2, Art. 166; 2004, No. 49, Art. 4854; 2005, No. 19, Art. 1755; 2006, No. 43, Art. 4412; 2007, No. 50, Art. 6247; 2008, No. 18, Art. 1942; No. 30, Art. 3616; 2009, No. 29, Art. 3619; No. 48, Art. 5731; No. 52, Art. 6450, Art. 6454; 2010, No. 17, Art. 1988; No. 31, Art. 4196; 2011, No. 29, Art. 4291; No. 48, Art. 6728; No. 49, Art. 7036, Art. 7037, Art. 7040, Art. 7061; 2012, No. 31, Art. 4322; No. 47, Art. 6391; No. 50, Art. 6965, Art. 6966; 2013, No. 19, Art. 2326; No. 30, Art. 4044, Art. 4084; No. 49, Art. 6352; No. 52, Art. 6975; 2014, No. 11, Art. 1098; No. 30, Art. 4219; 2015, No. 27, Art. 3958, Art. 4001; No. 29, Art. 4357; 2016, No. 1, Art. 41, Art. 47; No. 27, Art. 4225; 2017, No. 31, the Art. 4754, the Art. 4830) (further - the Federal Law "About Non-state Pension Funds"), article 38.2 of the Federal Law of November 29, 2001 No. 156-FZ "About investment funds" (The Russian Federation Code, 2001, No. 49, Art. 4562; 2004, No. 27, Art. 2711; 2006, No. 17, Art. 1780; 2007, No. 50, Art. 6247; 2008, No. 30, Art. 3616; 2009, No. 48, Art. 5731; 2010, No. 17, Art. 1988; No. 31, Art. 4193; 2011, No. 48, Art. 6728; No. 49, Art. 7040, Art. 7061; 2012, No. 31, Art. 4334; 2013, No. 26, Art. 3207; No. 27, Art. 3477; No. 30, Art. 4084; No. 51, Art. 6695, Art. 6699; 2014, No. 11, Art. 1098; 2015, No. 27, Art. 4001; No. 29, Art. 4357; 2016, No. 1, Art. 47; No. 23, Art. 3301; No. 27, Art. 4225, Art. 4294; 2017, No. 18, Art. 2661; No. 31, the Art. 4830) (further - the Federal Law "About Investment Funds"), article 32.10 of the Law of the Russian Federation of November 27, 1992 No. 4015-1 "About the organization of insurance case in the Russian Federation" (Sheets of the Congress of People's Deputies of the Russian Federation and the Supreme Council of the Russian Federation, 1993, No. 2, Art. 56; Russian Federation Code, 1998, No. 1, Art. 4; 1999, No. 47, Art. 5622; 2002, No. 12, Art. 1093; No. 18, Art. 1721; 2003, No. 50, Art. 4855, Art. 4858; 2004, No. 30, Art. 3085; 2005, No. 10, Art. 760; No. 30, Art. 3101, Art. 3115; 2007, No. 22, Art. 2563; No. 46, Art. 5552; No. 49, Art. 6048; 2009, No. 44, Art. 5172; 2010, No. 17, Art. 1988; No. 31, Art. 4195; No. 49, Art. 6409; 2011, No. 30, Art. 4584; No. 49, Art. 7040; 2012, No. 53, Art. 7592; 2013, No. 26, Art. 3207; No. 30, Art. 4067; No. 52, Art. 6975; 2014, No. 23, Art. 2934; No. 30, Art. 4224; No. 45, Art. 6154; 2015, No. 10, Art. 1409; No. 27, Art. 3946, Art. 4001; No. 29, Art. 4357, Art. 4385; No. 48, Art. 6715; 2016, No. 1, Art. 52; No. 22, Art. 3094; No. 26, Art. 3863, Art. 3891; No. 27, Art. 4225, Art. 4294, Art. 4296; 2017, No. 31, the Art. 4754, the Art. 4830) (further - the Law of the Russian Federation "About the organization of insurance case in the Russian Federation"), article 4.4 of the Federal Law of July 2, 2010 No. 151-FZ "About microfinancial activities and the microfinancial organizations" (The Russian Federation Code, 2010, No. 27, Art. 3435; 2011, No. 27, Art. 3880; No. 49, Art. 7040; 2013, No. 26, Art. 3207; No. 30, Art. 4084; No. 51, Art. 6683, Art. 6695; 2014, No. 26, Art. 3395; 2015, No. 27, Art. 4001; No. 29, Art. 4357; 2016, No. 1, Art. 27; No. 27, Art. 4163, Art. 4225; 2017, No. 18, Art. 2669; No. 31, 4830) (further - the Federal Law "About Microfinancial Activities and the Microfinancial Organizations") establishes the Art.:

procedure for receipt of prior consent and the subsequent consent of the Bank of Russia to transaction (transactions), directed to acquisition, including as a result of donation, and (or) obtaining in trust management of legal entity or physical person or group of persons more than 10 percent of shares (shares) of credit institution;

procedure for receipt of prior consent and the subsequent consent of the Bank of Russia to transaction (transactions), directed to establishment by legal entity or physical person or group of persons direct or indirect (through the third parties) control concerning shareholders (participants) of credit institution owning more than 10 percent of shares (share) of credit institution;

procedure for receipt of prior consent (the subsequent approval) of the Bank of Russia to acquisition, including as a result of donation, and (or) obtaining in trust management as a result of making of one or several transactions by legal entity or physical person or group of persons more than 10 percent of shares (shares) of insurance company, non-state pension fund, managing company of investment fund, mutual investment fund or non-state pension fund or microfinance company (further in case of joint mentioning - not credit financial credit institution);

procedure for receipt of prior consent (the subsequent approval) of the Bank of Russia to establishment by legal entity or physical person or group of persons as a result of implementation of one or several transactions direct or indirect (through the third parties) control concerning shareholders (participants) of not credit financial credit institution owning more than 10 percent of shares (share) of not credit financial credit institution;

procedure for the direction in the Bank of Russia of the petition for receipt of prior consent (the subsequent approval) of the Bank of Russia to acquisition, including as a result of donation, and (or) obtaining in trust management as a result of making of one or several transactions by legal entity or physical person or group of persons more than 10 percent of shares (shares) of not credit financial credit institution, and also on establishment by legal entity or physical person or group of persons as a result of implementation of one or several transactions direct or indirect (through the third parties) control concerning shareholders (participants) of not credit financial credit institution owning more than 10 percent of shares (share) of not credit financial credit institution, form of the specified petition, and also the list of the documents and data attached to it;

the procedure and term of the direction in the Bank of Russia of the notification on cases as a result of which person who had the right directly or indirectly to dispose of more than 10 percent of shares (share) of not credit financial credit institution, completely lost such right or were kept by the right to dispose directly or indirectly of less than 10 percent of shares (share) of not credit financial credit institution, form of the specified notification, and also the list of the documents and data attached to it.

Chapter 1. General provisions

1.1. Prior consent or the subsequent consent (approval) of the Bank of Russia in case of acquisition, including in the secondary market, and (or) obtaining in trust management (further - acquisition) more than 10 percent of shares (shares) of credit institution, not credit financial credit institution (further in case of joint mentioning - the financial organization) (taking into account earlier acquired) legal entity or physical person or the group of persons determined according to article 9 of the Federal Law of July 26, 2006 No. 135-FZ "About protection of the competition" (The Russian Federation Code, 2006, No. 31, Art. 3434; 2007, No. 49, Art. 6079; 2008, No. 18, Art. 1941; No. 27, Art. 3126; No. 45, Art. 5141; 2009, No. 29, Art. 3601, Art. 3610; No. 52, Art. 6450, Art. 6455; 2010, No. 15, Art. 1736; No. 19, Art. 2291; No. 49, Art. 6409; 2011, No. 10, Art. 1281; No. 27, Art. 3873, Art. 3880; No. 29, Art. 4291; No. 30, Art. 4590; No. 48, Art. 6728; No. 50, Art. 7343; 2012, No. 31, Art. 4334; No. 53, Art. 7643; 2013, No. 27, Art. 3436, Art. 3477; No. 30, Art. 4084; No. 44, Art. 5633; No. 51, Art. 6695; No. 52, Art. 6961, Art. 6988; 2014, No. 23, Art. 2928; No. 30, Art. 4266; 2015, No. 27, Art. 3947; No. 29, Art. 4339, Art. 4342, Art. 4350, Art. 4376; No. 41, Art. 5629; 2016, No. 27, Art. 4197; 2017, No. 31, the Art. 4828) (further - the Federal Law "About Protection of the Competition") (further - the acquirer), it shall be received in case of the conclusion of one or several transactions (except as specified, stipulated in Item 1.8 these Instructions), including:

1.1.1. Transactions as a result of which acquirers - shareholders (participants) of the financial organization will acquire the property right or the right of the order shares (shares) of the financial organization and (or) right to use by shares (shares) of the financial organization (including provided to person under the agreement (agreement) giving to person authority to participate in general meeting of shareholders (participants) of the financial organization and to make decisions on an equal basis with other shareholders (participants) of the financial organization).

1.1.2. Transactions as a result of which other persons (group of persons) will acquire (will acquire) the property right to shares (shares) of the financial organization or the right of the order shares (shares) of the financial organization and (or) right to use by shares (shares) of the financial organization (including provided to person under the agreement (agreement) giving to person authority to participate in general meeting of shareholders (participants) of the financial organization and to make decisions on an equal basis with other shareholders (participants) of the financial organization).

1.1.3. Convertings of issued securities in the share of the financial organization.

1.1.4. Obligation fulfillments on options, the decision on which release provides the right of their converting in the share of the financial organization.

1.1.5. Distributions of the share belonging to the financial organization operating in the form of limited liability company between members of this financial organization.

1.1.6. Acquisitions of property right to shares (shares) of the financial organization according to the procedure of legal succession as a result of reorganization of shareholders (participants) of the financial organization in the form of accession, allocation, separation or merge.

1.1.7. Entering of shares (shares) of the financial organization into the authorized capital of legal entities which are not credit institutions.

1.1.8. In case of change of structure of group of persons (formation of the group of persons) owning more than 10 percent of shares (share) of the financial organization, except as specified, provided in subitems 1.8.1 - 1.8.3 and 1.8.5 - 1.8.12 Items 1.8 of this Instruction.

1.1.9. Transactions on acquisition of issued securities of the Russian issuer, placement and (or) the organization of the address of which outside the Russian Federation is performed by means of placement according to foreign law of securities of the foreign issuers certifying the rights concerning shares of the financial organizations.

1.1.10. In case of acquisition of property rights to shares (shares) of the financial organization as a result of donation (including donations).

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