INSTRUCTION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of September 27, 2024 No. 6867-U

About criteria to which there shall correspond the organization performing accounting of the rights to securities in which accounting of the rights of depositary to the represented securities on the account opened for it as to person which is acting for the benefit of other persons and criteria to which there shall correspond the foreign organization performing accounting of the rights to securities in which the account of person which is acting for the benefit of other persons is opened for the depositary performing accounting of the rights to securities of foreign issuers is performed

Based on Item 3 of Article 27.5-3 and paragraph two of Item 9 of article 51.1 of the Federal Law of April 22, 1996 No. 39-FZ "About the security market":

1. This Instruction establishes criteria to which there shall correspond the organization performing accounting of the rights to securities in which accounting of the rights of depositary to the represented securities on the account opened for it as to person which is acting for the benefit of other persons for the purpose of issue of the Russian depositary receipts according to Item 3 of article 27.5-3 of the Federal Law of April 22, 1996 No. 39-FZ "About the security market" (further - the Federal Law of April 22, 1996 No. 39-FZ), and criteria to which there shall correspond the foreign organization performing accounting of the rights to securities in which the account of person which is acting for the benefit of other persons is opened for the depositary performing accounting of the rights to securities of foreign issuers is performed in case of their public placement and (or) the public address in the Russian Federation according to Item 9 of article 51.1 of the Federal Law of April 22, 1996 No. 39-FZ (further in case of joint mentioning - the organization), applied at the same time:

1.1. The place of organization of the organization is the state specified in subitems 1 and (or) 2 of Item 2 of article 51.1 of the Federal Law of April 22, 1996 to No. 39-FZ, and (or) which is the member of Asia-Pacific group on anti-money laundering (ATG), or Group on anti-money laundering in East and South Africa (ESAAMLG) or Groups on anti-money laundering in the Central Africa (GABAK), or Groups of development of financial measures of anti-money laundering in South America (GAFILAT), or Groups of development of financial measures of anti-money laundering in the Middle East and in North Africa (MENAFATF), or Eurasian group on counteraction of legalization of the criminal income and financing of terrorism (EAG), or the Caribbean group of development of financial measures of anti-money laundering (KFATF), or Intergovernmental group on anti-money laundering in the Western Africa (GIABA).

1.2. The organization is:

the international centralized system of accounting of the rights to securities and (or) payment under securities or face which according to the personal law is the central depositary and (or) perfroms calculations for securities by results of the biddings at the foreign exchanges or other controlled markets or clearing by results of such biddings;

or person who according to the personal law or the agreement provides equality of quantity of the securities considered on the account of depositary in the organization opened for it as to person which is acting for the benefit of other persons for the purpose of issue of the Russian depositary receipts according to Item 3 of article 27.5-3 of the Federal Law of April 22, 1996 No. 39-FZ, or for the purpose of accounting of the rights to securities of foreign issuers in case of their public placement and (or) the public address in the Russian Federation according to Item 9 of article 51.1 of the Federal Law of April 22, 1996 No. 39-FZ (further - the account of depositary) to the number of the same securities considered for the benefit of the specified depositary on the accounts opened such organization in other foreign organizations having the right according to their personal laws to perform accounting and transition of the rights to securities;

or person who according to the personal law or the agreement provides storage in the international centralized system of accounting of the rights to securities and (or) payment under securities and (or) in the foreign organization which according to its personal law is the central depositary and (or) the registrar, the data allowing to identify depositary and (or) person to whom the depositary opens the custody account of the owner of securities, and (or) the trustee and (or) the foreign authorized holder on whom securities of foreign issuers or the Russian depositary receipts are considered.

1.3. The organization is founded in the state according to which legislation the securities considered on the account of depositary are not subject to inclusion in the competitive mass of the organization in case of recognition by her insolvent (bankrupt) and on them collection according to obligations of such organization cannot be turned.

1.4. The organization concerning the securities considered on the account of depositary renders to depositary the services connected with implementation of the rights on securities.

2. This Instruction is subject to official publication and according to the solution of the Board of directors of the Bank of Russia (the minutes of the Board of directors of the Bank of Russia of September 25, 2024 No. PSD-31) become effective since January 1, 2025.

3. Criteria, stipulated in Item 1 this Instruction, do not extend to the organization when implementing accounting of the rights of depositary to the represented securities enlisted into the account of depositary about day of entry into force of this Instruction for the purpose of issue of the Russian depositary receipts according to Item 3 of article 27.5-3 of the Federal Law of April 22, 1996 No. 39-FZ.

Criteria, stipulated in Item 1 this Instruction, do not extend to the organization when implementing accounting of the rights to the securities of foreign issuers enlisted into the account of depositary about day of entry into force of this Instruction in case of their public placement and (or) the public address in the Russian Federation according to Item 9 of article 51.1 of the Federal Law of April 22, 1996 No. 39-FZ (further - foreign securities), and also when implementing accounting of the rights to the securities of foreign issuers enlisted into the specified account after day of entry into force of this Instruction as a result of implementation of the rights on foreign securities.

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