INSTRUCTION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of September 27, 2017 No. 4542-U

About modification of the Provision of the Bank of Russia of December 30, 2014 No. 454-P "About disclosure of information by issuers of issued securities

1. Based on item 4 of Article 22, Items 9 and 26 of article 30 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. 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. 4357; 2016, No. 1, Art. 50, Art. 81; No. 27, Art. 4225; 2017, No. 25, Art. 3592; No. 27, Art. 3925; No. 30, the Art. 4444) (further - the Federal Law "About the Security Market"), Item 2 of article 92 of 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, Art. 4001; 2016, No. 1, Art. 29; No. 23, Art. 3296; No. 27, Art. 4271, Art. 4272, Art. 4273, Art. 4276; 2017, No. 31, of the Art. 4782) (further - the Federal Law "About Joint-stock Companies") to bring in the Provision of the Bank of Russia of December 30, 2014 No. 454-P "About disclosure of information by issuers of issued securities", registered by the Ministry of Justice of the Russian Federation on February 12, 2015 No. 35989, on February 26, 2016 No. 41227, on June 6, 2016 No. 42431, the following changes.

1.1. In Item 12.7:

the tenth subitem 12.7.2 to state the paragraph in the following edition:

"about consent to making or on the subsequent approval of the transactions recognized in accordance with the legislation of the Russian Federation by large deals and (or) transactions in which making there is interest;";

state subitem 12.7.33 in the following edition:

"12.7.33. About making by the issuer of the transaction in which making there is interest if the size of such transaction constitutes:

for issuers whose book value of assets on end date of the last complete accounting period preceding decision making about consent to transaction of management of the issuer by authorized body and if the decision on consent to transaction was not made - on end date of the last complete accounting period preceding making by the issuer of such transaction makes no more than 100 billion rubles, - more than 500 million rubles or two percent or more book value of assets of the issuer for the date specified in this paragraph;

for issuers whose book value of assets on end date of the last complete accounting period preceding decision making about consent to transaction of management of the issuer by authorized body and if the decision on consent to transaction was not made - on end date of the last complete accounting period preceding making by the issuer of such transaction exceeds 100 billion rubles, - one percent or more book value of assets of the issuer for the date specified in this paragraph.".

1.2. State Item 14.9 in the following edition:

"14.9. In case of acceptance by general meeting of participants (shareholders) of the issuer (one participant (person who owns all voting shares) the issuer) of the decision on consent to making of large deal or the transaction in which making there is interest before making of the corresponding transaction of the data on conditions of such transaction, and also about person (persons) which is (being) its party (parties), the beneficiary (beneficiaries) can not reveal if it is provided by the made decision on consent to its making. After transaction, specified in this Item, data on conditions of such transaction, and also on person (persons) which is (being) its party (parties), the beneficiary (beneficiaries) are subject to disclosure in the form of the Material Fact Statement according to requirements of Chapters 44 and 46 of this provision respectively. At the same time if the size of the transaction specified in this Item does not correspond to criterion, stipulated in Item 44.1 this provision for essential transactions of the issuer, or to the standard rate, stipulated in Item 46.1 this provision for the transactions made by the issuer in which making there was interest, data on conditions of such transaction, and also on person (persons) which is (being) its party (parties), the beneficiary (beneficiaries) after making of the specified transaction can not reveal.".

1.3. The tenth Item 15.1 to state the paragraph in the following edition:

"about consent to making or on the subsequent approval of the transactions recognized in accordance with the legislation of the Russian Federation by large deals and (or) transactions in which making there is interest;".

1.4. Item 15.7. state in the following edition:

"15.7. In case of adoption by the board of directors (supervisory board) of the issuer of the decision on consent to making of large deal or the transaction in which making there is interest, before transaction data on terms of transaction, and also on person (persons) which is (being) its party (parties), the beneficiary (beneficiaries) can not reveal if it is provided by the made decision on consent to its making. After transaction, specified in this Item, data on terms of transaction, and also on person (persons) which is (being) its party (parties), the beneficiary (beneficiaries) are subject to disclosure in the form of the Material Fact Statement according to requirements of Chapters 44 and 46 of this provision respectively. At the same time if the size of the transaction specified in this Item does not correspond to criterion, stipulated in Item 44.1 this provision for essential transactions of the issuer, or does not correspond to the standard rate, stipulated in Item

46.1 this provision for the transactions made by the issuer in which making there was interest, data on conditions of such transaction, and also on person (persons) which is (being) its party (parties), the beneficiary (beneficiaries) after making of the specified transaction can not reveal.".

1.5. The fourteenth Item 26.13 to declare the paragraph invalid.

1.6. The tenth Item 44.2 to state the paragraph in the following edition:

"data on decision making on consent to making or on the subsequent approval of the transaction in case such decision was made by authorized body of management of the issuer or person who provided providing on bonds of the issuer which made the transaction (the name of the governing body of the organization which made the decision on consent to making or on the subsequent approval of the transaction, acceptance date of the specified decision, date of creation and number of the protocol of meeting (meeting) of governing body of the organization on which the specified decision is made if it was accepted by collegiate organ of management of the organization), or specifying on the fact that the decision on consent to making or on the subsequent approval of the transaction was not accepted.".

1.7. The tenth Item 45.2 to state the paragraph in the following edition:

"data on decision making on consent to making or on the subsequent approval of the transaction in case such decision was made by authorized body of management of the organization controlling the issuer or to the under control issuer of the organization which made the transaction (the name of the governing body of the organization which made the decision on consent to making or on the subsequent approval of the transaction, acceptance date of the specified decision, date of creation and number of the protocol of meeting (meeting) of governing body of the organization on which the specified decision is made if it was accepted by collegiate organ of management of the organization), or specifying on the fact that the decision on consent to making or on the subsequent approval of such transaction was not accepted.".

1.8. State Item 46.1 in the following edition:

"46.1. In the form of the Material Fact Statement data on making by the issuer of the transaction in which making there is interest reveal if the size of such transaction constitutes:

for issuers whose book value of assets on end date of the last complete accounting period preceding decision making about consent to transaction of management of the issuer by authorized body and if the decision on consent to transaction was not made - on end date of the last complete accounting period preceding making by the issuer of such transaction makes no more than 100 billion rubles, - more than 500 million rubles or two percent or more book value of assets of the issuer for the date specified in this paragraph;

for issuers whose book value of assets on end date of the last complete accounting period preceding decision making about consent to transaction of management of the issuer by authorized body and if the decision on consent to transaction was not made - on end date of the last complete accounting period preceding making by the issuer of such transaction exceeds 100 billion rubles, - one percent or more book value of assets of the issuer for the date specified in this paragraph.".

1.9. The ninth Item 46.2 to state the paragraph in the following edition:

"data on decision making on consent to making or on the subsequent approval of the transaction in case such decision was made by authorized body of management of the issuer (the name of governing body of the issuer who made the decision on consent to making or on the subsequent approval of the transaction, acceptance date of the specified decision, date of creation and number of the protocol of meeting (meeting) of governing body of the issuer on whom the specified decision is made if it was accepted by collegiate organ of management of the issuer), or specifying on the fact that the decision on consent to making or on the subsequent approval of such transaction was not accepted.".

1.10. The ninth and tenth Item 70.3 to state paragraphs in the following edition:

"the list of the transactions made by joint-stock company in reporting year recognized according to the Federal Law "About Joint-stock Companies" large deals with indication of according to each transaction of its essential conditions and governing body of the joint-stock company which made the decision on consent to its making or its subsequent approval. In the annual statement of joint-stock company instead of the specified list the reference to the document containing list of the large deals made by joint-stock company in reporting year with indication of its name and the address of the page on the Internet on which he is revealed, and also, in the presence, numbers and dates of its signing, the accounting period for which it is constituted can be contained;

the list of the transactions made by joint-stock company in reporting year recognized according to the Federal Law "About Joint-stock Companies" transactions in which making there was interest with indication of according to each transaction of the interested person (interested persons), essential conditions and governing body of the joint-stock company which made the decision on consent to its making or its subsequent approval (in the presence of such decision), and for each transaction (group of the interconnected transactions), which size (which) constituted two or more than a percent of book value of assets of joint-stock company, - also with indication of the basis (bases) on which (on which) person (persons) (are acknowledged acknowledged) interested (interested) in transaction, shares of participation of the interested person (interested persons) in the authorized (share) capital (share of the shares belonging to the interested person (interested persons)) of the joint-stock company and the legal entity which was the party in the transaction for date of transaction. In the annual statement of joint-stock company instead of the specified list the reference to the document containing list of the transactions made by joint-stock company in reporting year in which making there was interest, with indication of its name and the address of the page on the Internet on which he is revealed, and also, in the presence, numbers and dates of its signing, the accounting period for which it is constituted can be contained;".

1.11. Add with Item 70.3.1 of the following content:

"70.3.1. In the annual statement of the joint-stock company which is credit institution instead of information provided by paragraphs the second - the fourth, by the sixth, seventh, eleventh - the thirteenth Item 70.3 of this provision, the reference to the document (documents) in which (in which) this information is opened, with indication of its name (their names) and the page address on the Internet on which he is revealed (they are revealed), and also, in the presence, numbers and dates of its signing, the accounting period for which it is constituted can be contained (they are constituted).".

1.12. In part B of appendix 2:

in paragraph six of Item 1.3 of the Section I of the word "other transactions to which making according to the charter of the issuer the procedure for approval of large deals extends," to exclude;

to state Item 6.6 of the Section VI in the following edition:

"6.6. Data on the transactions made by the issuer in which making there was interest

Data on quantity and amount in terms of money of the transactions made by the issuer recognized in accordance with the legislation of the Russian Federation by transactions in which making there was interest are specified following the results of each complete accounting year in five last complete reporting years or for each complete accounting year if the issuer performs the activities less than five years.

The name of indicator the Measure value for the corresponding accounting periods the Total quantity and total amount in terms of money the transactions made by the issuer for the accounting period in which making there was interest, pieces/rub. Quantity I will also eat around in terms of money the transactions made by the issuer for the accounting period in which making there was interest and on which general meeting of participants (shareholders) of the issuer made decisions on consent to their making or on their subsequent approval, pieces/rub. Quantity I will also eat around in terms of money the transactions made by the issuer for the accounting period in which making there was interest and on which the board of directors (supervisory board) of the issuer made decisions on consent to their making or on their subsequent approval, pieces/rub.

According to each transaction (group of the interconnected transactions), the price (size) of which constitutes five and more percent of the book value of assets of the issuer determined by data of its accounting (financial) records on end date of the last complete accounting period consisting from 3, 6, 9 or 12 months, preceding the date of transaction made by the issuer in five last complete reporting years or for each complete accounting year if the issuer performs the activities less than five years, and also for the period before approval date of the prospectus of securities, are specified:

date of transaction;

subject and other essential terms of transaction;

person (persons) which is the party (parties) and the beneficiary (beneficiaries) according to the transaction;

the complete and reduced trade names (for non-profit organization - the name) the legal entity or surname, name, middle name (the last in the presence) the physical person recognized in accordance with the legislation of the Russian Federation by person interested in transaction, and also the basis (bases), on which such person acknowledged interested in making of the specified transaction;

the size (price) of the transaction (it is specified in terms of money and percentage of book value of assets of the issuer end date of the last complete accounting period preceding date of transaction and if the transaction (group of the interconnected transactions) is implementation of shares (ordinary shares and (or) preferred shares) - percentage of the shares which are earlier placed by the issuer and shares into which the issued securities which are earlier placed by the issuer converted into its shares (in case of implementation of ordinary shares - percentage of the ordinary shares which are earlier placed by the issuer can be converted and ordinary shares into which the issued securities which are earlier placed by the issuer converted into its ordinary shares can be converted);

completion date of obligations according to the transaction, and also data on execution of the specified obligations;

the governing body of the issuer which made the decision on consent to making or on the subsequent approval of the transaction, acceptance date of the relevant decision (date of creation and number of the protocol) or specifying on the fact that such decision was not made;

other data on the transaction specified by the issuer at own discretion.";

to declare subitem 8.9.7 of Item 8.9 of the Section VIII invalid;

to state subitem 9.1.5 of Item 9.1 of the Section IX in the following edition:

"9.1.5. Data on the essential transactions made by the issuer

According to each essential transaction (group of the interconnected transactions) which size constitutes 10 and more percent of the book value of assets of the issuer determined by data of its accounting (financial) records on end date of the last complete accounting period consisting from 3, 6, 9 or 12 months, preceding the date of transaction made by the issuer in five last complete reporting years preceding approval date of the prospectus of securities and if the issuer performs the activities less than five years - for each complete accounting year preceding approval date of the prospectus of securities are specified:

date of transaction;

subject and other essential terms of transaction;

person (persons) which is the party (parties) and the beneficiary (beneficiaries) according to the transaction;

data on observance of requirements about state registration and (or) the notarial certificate of the transaction in cases, stipulated by the legislation the Russian Federation;

the size (price) of the transaction in terms of money and percentage of book value of assets of the issuer on end date of the last complete accounting period preceding date of transaction;

completion date of obligations according to the transaction, and also data on execution of the specified obligations;

in case of delay performed by obligations from the partner or the issuer according to the specified transaction - the reasons of such delay (if they are known to the issuer) and effects for the partner or the issuer with indication of the penalties provided by terms of transaction;

data on decision making on consent to making or on the subsequent approval of the transaction in case such transaction is large deal or the transaction in which making there was interest for the issuer;

category of the transaction (large deal; the transaction in which making there was interest; large deal which at the same time is the transaction in which making there was interest);

the governing body of the issuer which made the decision on consent to making or on the subsequent approval of the transaction;

decision date about consent to making or on the subsequent approval of the transaction;

date of creation and number of the protocol of meeting (meeting) of authorized body of management of the issuer on whom the decision on consent to making or on the subsequent approval of the transaction is made.

other data on the committed transaction specified by the issuer at own discretion.".

1.13. In part B of appendix 3:

in paragraph six of Item 1.3 of the Section I of the word "other transactions to which making according to the charter of the issuer the procedure for approval of large deals extends," to exclude;

to state Item 6.6 of the Section VI in the following edition:

"6.6. Data on the transactions made by the issuer in which making there was interest

Data on quantity and amount in terms of money of the transactions made by the issuer recognized in accordance with the legislation of the Russian Federation by transactions in which making there was interest, following the results of the last reporting quarter are specified.

Name of indicator	Measure value for the corresponding accounting periods
Total quantity and total amount in terms of money the transactions made by the issuer for the accounting period in which making there was interest, pieces/rub.
Quantity I will also eat around in terms of money the transactions made by the issuer for the accounting period in which making there was interest and on which general meeting of participants (shareholders) of the issuer made decisions on consent to their making or on their subsequent approval, pieces/rub.
Quantity I will also eat around in terms of money the transactions made by the issuer for the accounting period in which making there was interest and on which the board of directors (supervisory board) of the issuer made decisions on consent to their making or on their subsequent approval, pieces/rub.

According to each transaction (group of the interconnected transactions), the price (size) of which constitutes five and more percent of the book value of assets of the issuer determined by data of its accounting (financial) records end date of the last complete accounting period consisting from 3, 6, 9 or 12 months, preceding the date of transaction made by the issuer for the last reporting quarter are specified:

date of transaction;

subject and other essential terms of transaction;

person (persons) which is the party (parties) and the beneficiary (beneficiaries) according to the transaction;

the complete and reduced trade names (for non-profit organization - the name) the legal entity or surname, name, middle name (the last in the presence) the physical person recognized in accordance with the legislation of the Russian Federation by person interested in transaction, and also the basis (bases), on which, (which) such person acknowledged interested in making of the specified transaction;

the size (price) of the transaction (it is specified in terms of money and percentage of book value of assets of the issuer end date of the last complete accounting period preceding date of transaction and if the transaction (group of the interconnected transactions) is implementation of shares (ordinary shares and (or) preferred shares) - percentage of the shares which are earlier placed by the issuer and shares into which the issued securities which are earlier placed by the issuer converted into its shares (in case of implementation of ordinary shares - percentage of the ordinary shares which are earlier placed by the issuer can be converted and ordinary shares into which the issued securities which are earlier placed by the issuer converted into its ordinary shares can be converted);

completion date of obligations according to the transaction, and also data on execution of the specified obligations;

the governing body of the issuer which made the decision on consent to making or on the subsequent approval of the transaction, acceptance date of the relevant decision (date of creation and number of the protocol) or specifying on the fact that such decision was not made;

other data on the transaction specified by the issuer at own discretion.";

subitem 8.1.5 of Item 8.1. the Section VIII to state in the following edition;

"8.1.5. Data on the essential transactions made by the issuer

According to each transaction (group of the interconnected transactions) which size constitutes 10 and more percent of the book value of assets of the issuer determined by data of its accounting (financial) records end date of the last complete accounting period consisting from 3, 6, 9 or 12 months, preceding date of transaction are specified:

date of transaction (conclusion of the agreement);

subject and other essential terms of transaction;

person (persons) which is the party (parties) and the beneficiary (beneficiaries) according to the transaction;

completion date of obligations according to the transaction, and also data on execution of the specified obligations;

in case of delay performed by obligations from the partner or the issuer according to the transaction - the reasons of such delay (if they are known to the issuer) and its effects for the partner or the issuer with indication of the penalties provided by terms of transaction;

the size (price) of the transaction in terms of money and percentage of book value of assets of the issuer on end date of the last complete accounting period preceding date of transaction;

book value of assets of the issuer on end date of the last complete accounting period preceding date of transaction;

data on decision making on consent to making or on the subsequent approval of the transaction in case such transaction is large deal or the transaction in which making there was interest for the issuer;

category of the transaction (large deal; the transaction in which making there was interest; large deal which at the same time is the transaction in which making there was interest);

the governing body of the issuer which made the decision on consent to making or on the subsequent approval of the transaction;

decision date about consent to making or on the subsequent approval of the transaction;

date of creation and number of the protocol of meeting (meeting) of authorized body of management of the issuer on whom the decision on consent to making or on the subsequent approval of the transaction is made.

In the quarterly report of the issuer for the first quarter information containing in this Item is specified for the accounting period consisting of three months of the current year. In quarterly reports of the issuer for the second - the fourth quarters information containing in this Item is specified for the accounting periods consisting from 6, 9 and 12 months of the current year respectively.".

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

 

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