PRESIDENTIAL DECREE OF THE RUSSIAN FEDERATION

of January 17, 2023 No. 16

About temporary procedure for decision making by bodies of some Russian legal entities

Due to the unfriendly and contradicting international law actions of the United States of America and the foreign states and the international organizations which adjoined them directed to introduction of rationing arrangements concerning citizens of the Russian Federation and the Russian legal entities for the purpose of protection of national interests of the Russian Federation and according to the Federal Laws of December 30, 2006 No. 281-FZ "About special economic measures and enforcement powers", of December 28, 2010 No. 390-FZ "About safety" and of June 4, 2018 No. 127-FZ "About corrective actions (counteraction) on unfriendly actions of the United States of America and other foreign states" I decide:

1. Establish temporary procedure for acceptance by general meeting of participants (shareholders), the board of directors (supervisory board), other collegiate organ of the Russian legal entity (further - bodies of the Russian legal entity) decisions on the questions carried to their competence according to the Federal Laws, other regulatory legal acts of the Russian Federation and constituent documents of such legal entity (further - decisions).

2. The temporary procedure established by this Decree is applied to the Russian economic societies if such economic society corresponds to at the same time following criteria:

a) the Russian economic society performs activities in the field of power (including power industry), mechanical engineering or trade;

b) the foreign state, national association and (or) the union and (or) the public (interstate) institution of foreign state or national association and (or) union which make concerning the Russian Federation, the Russian legal entities and physical persons unfriendly actions enter rationing arrangements concerning the controlling person and (or) the beneficial owner of the Russian economic society. The concept "controlling person" is used in the value determined by the Federal Law of April 22, 1996 No. 39-FZ "About the security market", the concept "beneficial owner" - in the value determined by the Federal Law of August 7, 2001 No. 115-FZ "About counteraction of legalization (washing) of income gained in the criminal way and to terrorism financing";

c) to the foreign persons connected with foreign states which make concerning the Russian Federation of the Russian legal entities and physical persons unfriendly actions (further - unfriendly foreign states) including if such foreign persons have nationality of these states, the place of their registration, the place of preferential conducting economic activity by them or the place of preferential extraction of profit on activities by them are these states, or to persons who are under control of the specified foreign persons, irrespective of the place of their registration (except as specified if the place of their registration is the Russian Federation) or places of preferential conducting economic activity by them (further - persons of unfriendly foreign states) belong shares in the authorized capital (share) of the Russian economic society in the amount of which is not exceeding 50 percent of the size of the authorized capital of such economic society;

d) the total revenue of the Russian economic society (group of persons which includes such economic society and which is determined according to provisions of the Federal Law of July 26, 2006 No. 135-FZ "About protection of the competition") against sale of products (sales of goods, performance of works, rendering services) in the year preceding year in which general meeting of participants (shareholders), the board of directors (supervisory board) or collegiate executive body of the Russian economic society makes the decision, exceeds 100 billion rubles.

2(1). The temporary procedure established by this Decree is applied without requirements of Item 2 of this Decree in the relation:

a) economic societies, economic partnerships, production cooperatives registered in the territories of the Donetsk People's Republic, the Luhansk People's Republic, the Zaporizhia region and Kherson region;

b) the Russian economic societies which are according to the Federal Law of March 26, 2003 No. 35-FZ "About power industry" the systemically important territorial network organizations provided that more than 50 percent of shares in the authorized capital (shares) of such economic society belong to the Russian economic society which corresponds at the same time to all criteria, the stipulated in Item 2 presents of the Decree and which more than 50 percent of shares in the authorized capital (shares) belong to the Russian Federation.

3. If persons of unfriendly foreign states are part of body of the Russian legal entity and (or) persons who are designated (are elected) in structure of body of the Russian legal entity from among the candidates proposed by persons of unfriendly foreign states, members (shareholders) of the Russian legal entity who are not persons of the unfriendly foreign states having the right to determine by a majority vote from total number of the voices belonging to these participants (shareholders) that they for the purpose of decision making of the Russian legal entity of voice by body, belonging to persons of unfriendly foreign states and persons who are designated (are elected) in structure of body of the Russian legal entity from among the candidates proposed by persons of unfriendly foreign states are not considered in case of determination of quorum and results of vote concerning the agenda of meeting of body of the Russian legal entity. In this case the decision is made by a majority vote from total number of the voices belonging to persons who are part of body of the Russian legal entity and are not persons of unfriendly foreign states and (or) persons who are designated (are chosen) in structure of body of the Russian legal entity from among the candidates proposed by persons of unfriendly foreign states irrespective of provisions of constituent documents of the Russian legal entity, the corporate agreement signed between members (shareholders) of such legal entity and is right, applicable to the corporate agreement.

4. For the purpose of application of this Decree by persons of unfriendly foreign states are not recognized:

a) the citizens of the Russian Federation and persons which are under their control;

b) legal entities and physical persons which personal law is the right of the foreign state which is not relating to unfriendly foreign states provided that such persons established control concerning persons of unfriendly foreign states till March 1, 2022;

c) persons which are under control of legal entities or physical persons which personal law is the right of the foreign state which is not relating to unfriendly foreign states provided that such control is established till March 1, 2022;

d) persons which are under control of the foreign state which is not relating to unfriendly foreign states provided that such control is established till March 1, 2022.

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