FEDERAL LAW OF THE RUSSIAN FEDERATION

of December 27, 2018 No. 514-FZ

About introduction of amendments to the Federal law "About the Security Market" and separate legal acts of the Russian Federation regarding enhancement of legal regulation of implementation of issue of securities

Accepted by the State Duma on December 18, 2018

Approved by the Federation Council on December 21, 2018

Article 1

Bring in the Federal Law of April 22, 1996 No. 39-FZ "About the security market" (The Russian Federation Code, 1996, No. 17, Art. 1918; 1999, No. 28, Art. 3472; 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. 50, Art. 6247, 6249; 2009, No. 1, Art. 28; No. 7, Art. 777; No. 18, Art. 2154; No. 23, Art. 2770; No. 29, Art. 3642; No. 48, Art. 5731; No. 52, Art. 6428; 2010, No. 31, Art. 4193; No. 41, Art. 5193; 2011, No. 7, Art. 905; No. 23, Art. 3262; No. 27, Art. 3873; 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. 30, Art. 4043, 4082, 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; 2016, No. 1, Art. 50, 81; No. 27, Art. 4225; 2017, No. 25, Art. 3592; No. 27, Art. 3925; No. 30, Art. 4444; No. 48, Art. 7052; No. 52, Art. 7920; 2018, No. 1, Art. 65, 70; No. 17, Art. 2424; No. 18, Art. 2560; No. 32, Art. 5088; No. 49, Art. 7524) following changes:

Article 2 to state 1) in the following edition:

"Article 2. The basic concepts used in this Federal Law

1. For the purpose of this Federal Law the following basic concepts are used:

1) issued securities - any securities which are characterized by at the same time following signs:

fix set of the property and non-property rights which are subject to the certificate, concession and unconditional implementation with observance established by this Federal Law of form and procedure;

take place releases or additional releases;

have equal amount and terms of implementation of the rights in one release irrespective of time of acquisition of securities;

2) release of issued securities - set of all securities of one issuer who is providing equal amount and terms of implementation of the rights to their owners and having identical nominal value in cases if availability of nominal value is stipulated by the legislation the Russian Federation. Registration number which extends to all securities of this release is assigned to release of issued securities;

3) additional release of issued securities - set of the securities placed in addition to earlier placed securities of the same release. Securities of additional release are placed on identical conditions;

4) registration number - digital (alphabetic, sign) code which identifies specific release (additional release) of issued securities;

5) the owner - person specified in accounting records (records on personal account or the custody account) as the owner of bank entry securities, or person to whom documentary securities belong on the property right or other corporeal right;

6) persons performing the rights on securities - owners of securities and other persons who according to the Federal Laws or their personal law on its own behalf perform the rights on securities;

7) the issuer - the legal entity, executive body of the government, local government body which bear on its own behalf or on behalf of public legal entity of the obligation to owners of securities on implementation of the rights affirmed by these securities;

8) specialized society - economic society which conforms to the requirements established by Chapter 3.1 of this Federal Law;

9) issue of securities - the sequence of the issued securities of actions of the issuer connected with placement established by this Federal Law and other persons;

10) the share - the issued security affirming the rights of its owner (shareholder) to receipt of part of profit of joint-stock company in the form of dividends on participation in management of joint-stock company and on part of the property remaining after its liquidation;

11) the bond - the issued security affirming the right of its owner to obtaining (if other is not provided by this Federal Law) in the time provided in it from bond issuing institution of its nominal value or other property equivalent. The bond in case of observance of the conditions established by this Federal Law can not provide the right of its owner to receipt of nominal value of the bond depending on approach of one or several circumstances specified in it. The bond can also provide the right of its owner to receipt of the percent established in it or other property rights. The income on the bond are the percent and (or) discount;

12) the option of the issuer - the issued security affirming the right of its owner to purchase in the time provided in it and (or) in case of approach of the circumstances of certain number of shares of the issuer of such option specified in it at the price determined in the option of the issuer. Decision making about placement of options of the issuer and their placement are performed according to the established Federal Laws rules of placement of the securities converted into shares. At the same time the share placing price in pursuance of requirements for options of the issuer is determined according to the price determined in such option;

13) the Russian depositary receipt - the issued security which does not have nominal value, certifying the property right to certain quantity of the represented securities (shares or bonds of the foreign issuer or securities of other foreign issuer certifying the rights concerning shares or bonds of the foreign issuer) and affirming the right of its owner to demand from the issuer of the Russian depositary receipts of obtaining instead of the Russian depositary receipt of the corresponding quantity of the represented securities and rendering the services connected with implementation by the owner of the Russian depositary receipt of the rights affirmed by the represented securities. If the issuer of the represented securities assumes liabilities to the owner of the Russian depositary receipt, the specified security certifies also the right of its owner to require proper accomplishment of these obligations;

14) placement of issued securities - alienation of issued securities by the issuer to the first owners by the conclusion of civil transactions;

15) public placement of securities (placement of securities by open subscription) - placement of securities by their offer to the unrestricted group of people, including at the organized biddings and (or) with advertizing use. Placement of the securities intended for skilled investors at the organized biddings is not public;

16) security circulation - the conclusion of the civil transactions involving transition of the rights to securities;

17) public security circulation - security circulation at the organized biddings or security circulation by the offer of securities to the unrestricted group of people, including with advertizing use. Security circulation, intended for skilled investors, at the organized biddings is not public;

18) professional participants of the security market - legal entities who are created in accordance with the legislation of the Russian Federation and perform the types of activity specified in Articles 3 - 5, the 7 and 8 this Federal Law, and also person which perform the activities specified in article 6.1 of this Federal Law;

19) the financial consultant in the security market - the legal entity having the license for the implementation of broker and (or) dealer activities in the security market rendering to the issuer of service in preparation of the prospectus of securities;

20) listing of securities - inclusion of securities by the organizer of trade in the list of the securities admitted to organized trading for the conclusion of purchase and sale agreements including inclusion of securities by the exchange in the quoted list;

21) delisting of securities - exception of securities the organizer of trade from the list of the securities admitted to organized trading for the conclusion of purchase and sale agreements including exception of securities the exchange from the quoted list;

22) the financial instrument - security or the derivative financial instrument;

23) the derivative financial instrument - the agreement, except for the repurchase agreement, providing one or several of the following obligations:

obligation of the Parties or agreement parties periodically or one-timely to pay sums of money, including in case of presentation of requirements by other party, depending on the change in price for goods, securities, rate of the corresponding currency, size of the interest rates, the rate of inflation, values calculated based on the prices of derivative financial instruments, measure values constituting official statistical information, values of physical, biological and (or) chemical indicators of state of environment from approach of the circumstance testimonial of non-execution or improper execution by one or several legal entities, the states or municipalities of the obligations (except for the guarantee agreement and the insurance contract), or other circumstance or other indicators, which are provided by the Federal Law or regulations of the Central bank of the Russian Federation (further - the Bank of Russia) and concerning which it is unknown, they will come or not, and also from change of the values calculated based on one or set of several indicators specified in this Item. At the same time such agreement can also provide obligation of the Parties or agreement parties to transfer to other party securities, goods or currency or obligation to sign the agreement which is the derivative financial instrument;

obligation of the Parties or the parties on the conditions determined in case of the conclusion of the agreement in case of submission of demand other party to purchase or sell securities, currency or goods or to sign the agreement which is the derivative financial instrument;

obligation of one party to transfer securities, currency or goods to the possession to other party not earlier than the day before yesterday after day of the conclusion of the agreement, obligation of other party to accept and pay the specified property and specifying on the fact that such agreement is the derivative financial instrument;

24) the controlling person - person having the right directly or indirectly (through persons under control to it) to dispose owing to participation in controlled organization and (or) based on property trust management agreements and (or) particular partnership, and (or) the order, and (or) the shareholders' agreement, and (or) other agreement which subject is implementation of the rights certified by shares (shares) of controlled organization, more than 50 percent of votes in the supreme body of management of controlled organization or the right to appoint (to elect) sole executive body and (or) more than 50 percent of structure of collegiate organ of management of controlled organization;

25) under control person (controlled organization) - the legal entity who is under direct or indirect control of the controlling person;

26) the complete accounting period - the accounting period concerning which fixed term of submission of accounting (financial) records expired or the accounting (financial) records for which are constituted before the expiration of fixed term of its representation;

27) consolidated financial statements of the issuer - the consolidated financial statements constituted by the issuer according to the Federal Law of July 27, 2010 No. 208-FZ "About consolidated financial statements";

28) the financial reporting of the issuer - the financial reporting constituted by the issuer according to the Federal Law of July 27, 2010 No. 208-FZ "About consolidated financial statements" if this issuer together with other organizations according to international accounting standards does not create group.

2. The concepts "insider information", "market manipulation" are used in this Federal Law in the value determined by the Federal Law of July 27, 2010 No. 224-FZ "About counteraction to unauthorized use of the insider information and to market manipulation and about modification of separate legal acts of the Russian Federation".

3. If other is not established by this Federal Law or other federal securities laws or does not contradict being of the corresponding relations, the rules provided by this Federal Law for owners of securities are applied also to the other persons performing on its own behalf is right on securities.";

The word "commercial" to exclude 2) in Item 2.1 of Article 3;

Article 7 to state 3) in the following edition:

"Article 7. Depository activity

1. Depository activity rendering services in accounting and transition of the rights to bank entry securities and the immobilized documentary securities, and also on storage of the immobilized documentary securities on condition of rendering services in accounting and transition of the rights to them is recognized.

2. The professional participant of the security market performing depository activity hereinafter is referred to as as depositary. The depositary perfroming calculations for results of the transactions made at the biddings of organizers of accommodation trading with such organizers of trade and (or) with the clearing organizations performing clearing of obligations according to such transactions hereinafter is referred to as as settlement depositary.

3. Person using services of depositary in accounting of the rights to securities hereinafter is referred to as as the depositor. The contract between depositary and the depositor on rendering services in accounting of the rights to securities hereinafter is referred to as as the depositary agreement (the agreement on the custody account). The depositary agreement shall be signed in writing. The depositary shall approve the conditions of implementation of depository activity by it which are integral part of the depositary agreement.

4. The depositary has no right to cause the conclusion of the depositary contract with the depositor refusal of the last at least from one of the rights fixed by securities.

5. If other is not provided by the Federal Laws or the agreement, the depositary has no right to make transactions with securities of the depositor differently as at the request of the depositor. The depositary has the right to refuse performed by orders of the depositor on carrying out account transactions of depot in case of availability of debt of the depositor on fee of depositary if other is not provided by the depositary agreement.

6. On securities of depositors collection according to obligations of depositary cannot be turned.

7. The depositary has the right to be registered in the register of owners of securities or at other depositary as the nominee holder based on the depositary agreement.

8. The depositary bears responsibility for non-execution or improper execution of the obligations on accounting of the rights to securities, including for completeness and correctness of records on custody accounts, and also for safety of the immobilized documentary securities which are at it stored.

9. Accounting of the rights to securities is performed by depositary based on the depositary agreement in case of observance of one of the following conditions:

1) the depositary performs storage of the immobilized documentary securities or based on the Federal Law storage of the electronic document in which the rights on bank entry security are affirmed;

2) the depositary is nominee holder of securities;

3) the depositary based on the contract with the issuer renders services in centralized accounting of the rights to securities.

10. The contract with the issuer on rendering services in centralized accounting of the rights to securities can be signed only concerning bonds. In this case maintaining the register of owners of such bonds is not performed.

The depositary which signed the contract with the issuer on rendering services in centralized accounting of the rights to bonds performs the account transactions of depot connected with placement of bonds, centralized accounting of the rights to which it performs, without order of depositors.

11. If other is not provided by the Federal Law, the depositary performing accounting of the rights to securities shall render to the depositor the services connected with receipt of the income in cash on such securities and other such securities of money payments which are due to owners. The depositary shall make all stipulated by the legislation the Russian Federation and the depositary contract with the action depositor, the receipts of all payments by the depositor aimed at providing which are due to it on such securities. The depositary performing centralized accounting of the rights to bonds according to the order of the issuer provides it the list of owners of such bonds for the remuneration which is not exceeding costs for its creation once a year, and in other cases for remuneration which amount is determined by the service provision agreement by centralized accounting of the rights to securities.

12. In case of rendering to the depositor the services connected with receipt of the income on securities and which are due to owners of other securities of payments (including the sums of money received from repayment of securities, the sums of money received from person who issued securities in connection with their acquisition by the specified person or the sums of money received in connection with their acquisition by the third party), money of depositors shall be on the separate bank account (accounts) opened (opened) by depositary in credit institution (the special depositary account (accounts). The depositary shall record the money of each depositor which is on the special depositary account (accounts) and report to it. On the money of depositors which is on the special depositary account (accounts) collection according to obligations of depositary cannot be turned. The depositary has no right to enlist own money into the special depositary account (accounts), except as specified their payments to the depositor, and also to exploit the money which is on the special depositary account (accounts). Requirements of this article about maintaining the separate bank account (accounts) do not extend to credit institutions.

13. Depositaries have the right to enlist the securities intended for skilled investors into the custody account of the owner, only if the last is skilled investor or is not skilled investor, but acquired the specified securities as a result of universal succession, converting, including by reorganization, distributions of property of the liquidated legal entity and in other cases established by the Bank of Russia.";

4) Article 7.1 to recognize invalid;

5) in Article 8:

a) to add paragraph two of Item 3.10 with the offer of the following content: "The issuer and the registrar bear joint liability for the losses caused to investors and (or) shareholders as a result of violation of requirements of the legislation of the Russian Federation in case of registration of share issue by the specified registrar.";

b) "maintaining the register" to add Item 3.11 after words with words ", and also the documents connected with registration of share issue by such holder of the register";

6) in Article 8.2:

a) add Item 1 with subitem 5.1 of the following content:

"5. 1) account of the eskrou-agent;";

b) Item 7 after the word of "rights" to add with the word of "confidential";

c) add with Item 10.1 of the following content:

"10.1. On personal account (custody account) of the eskrou-agent accounting of the rights to the securities deposited under the agreement to eskro is performed. The specified personal account (custody account) is opened for the eskrou-agent if the last is not the holder of the register (depositary) who opened the specified account. Securities, the rights to which are considered on the specified account, belong to person who transferred them to deposition to the eskrou-agent (further - the depositor under the agreement eskroa), and in case of approach of the circumstances specified in the agreement to eskro to person for benefit of whom deposition of securities is performed (further - the beneficiary under the agreement to eskro).";

d) add with Item 13.1 of the following content:

"13.1. In case of execution in full of all obligations on the bonds and other issued securities which are not shares, the transactions connected with repayment of such securities are carried out by the holder of the register or the depositary performing centralized accounting of the rights to bonds without order (order) of persons for which personal accounts (custody accounts), based on the documents confirming obligation fulfillment on such securities, and in case of early repayment of the specified securities upon the demand of their owners also based on the received requirements about their early repayment are opened. Write-off of redeemable securities from personal account (custody account) of the nominee holder of securities according to the procedure, established by this Item, is the basis for implementation by the nominee holder of record about the termination of the rights to redeemable securities on custody accounts of depositors without order of the last.";

e) add with Item 13.2 of the following content:

"13.2. The transactions connected with converting of securities in case of their consolidation or crushing are carried out by the holder of the register or the depositary performing centralized accounting of the rights to bonds without order (order) of persons for which personal accounts (custody accounts), based on the order (order) of the issuer and documents confirming registration of the changes made to the decision on issue of securities in connection with their consolidation or crushing are opened.";

7) in Article 8.6-1:

a) in the name of the word "obligatory centralized storage of securities" shall be replaced with words "centralized accounting of the rights to securities";

b) in paragraph one of Item 1 of the word "obligatory centralized storage of securities" shall be replaced with words "centralized accounting of the rights to securities";

c) add with Item 2.1 of the following content:

"2.1. Do not join in the list of owners of securities of the information about persons for the benefit of whom the rights on securities are performed if in the requirement, stipulated in Item 1 this Article, there is no specifying on need of provision of such data.";

d) in paragraph one of Item 6 of the word "obligatory centralized storage of securities" shall be replaced with words "centralized accounting of the rights to securities";

e) in Item 7 of the word "obligatory centralized storage of securities" shall be replaced with words "centralized accounting of the rights to securities";

To state Article 8.7 in the following edition:

"Article 8.7. Features of receipt of dividends in cash according to shares, and also the income in cash and other money payments on bonds

1. Persons who perform the rights according to shares and bonds (further in this Article also - securities) and which rights to such securities are considered by depositary receive dividends in cash according to shares or the income in cash and other money payments on bonds (further in this Article - payments for securities) through depositary which depositors they are. The depositary agreement shall contain procedure for transfer by depositary to the depositor of payments for securities. At the same time the depositary shall transfer payments for securities by money transfer to bank accounts according to the depositary agreement.

2. The issuer fulfills duty on implementation of payments for securities, the rights to which are considered by depositary, way of money transfer to the depositary registered in the register as the nominee holder or the depositary performing centralized accounting of the rights to bonds. The specified obligation is considered performed by the issuer from receipt date of money in credit institution in which the special depositary account of the depositary (into the account of the depositary which is credit institution) registered in the register or the depositary performing centralized accounting of the rights to bonds is opened.

Payments for securities, the rights to which are considered by depositary for which the personal account of the nominee holder in the register is opened, are performed by the issuer or according to its order the registrar performing maintaining the register of owners of securities of such issuer or credit institution by money transfer to this depositary.

3. The issuer fulfills duty on implementation of payments for securities to persons performing the rights on securities which rights to securities are considered in the register, by money transfer on their bank accounts which details are available for the registrar of this issuer, or in the cases provided by the Federal Laws, way of postal money transfer. The specified obligation is considered performed by the issuer from receipt date of money in credit institution in which the bank account of person having the right to payments for securities is opened and if such face is the credit institution, into its account or from the date of acceptance of the transferred money by the organization of federal mail service.

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