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Ministry of Justice

Russian Federation

On August 25, 2015 No. 38677

PROVISION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of July 5, 2015 No. 477-P

About requirements to procedure for making of separate actions in connection with acquisition more than 30 percent of shares of joint-stock company and about implementation of the state control of share acquisition of joint-stock company

(as amended of the Instruction of the Central bank of the Russian Federation of 11.05.2017 No. 4370-U)

This Provision according to 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; "The official Internet portal of legal information" (www.pravo.gov.ru), on July 1, 2015) (further - the Federal Law "About Joint-stock Companies"), 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. 27, Art. 3880; 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. 14, Art. 2022; "The official Internet portal of legal information" (www.pravo.gov.ru), on July 1, 2015) (further - the Federal Law "About the Security Market") and 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. 45, Art. 6154; No. 52, Art. 7543; 2015, No. 1, Art. 4, Art. 37; "The official Internet portal of legal information" (www.pravo.gov.ru), on June 30, 2015, on July 1, 2015) establishes requirements to procedure for submission to the Bank of Russia:

the voluntary offer on acquisition of the ordinary shares and (or) preferred shares granting voting power according to Item 5 of article 32 of the Federal law "About Joint-stock Companies", and (or) the issued securities converted into such shares (further - issued securities), joint-stock company (further - society), the stipulated in Article 84.1 Federal Laws "About Joint-stock Companies" (further - the voluntary offer);

the obligatory offer on acquisition of issued securities of society, the stipulated in Article 84.2 Federal Laws "About Joint-stock Companies" (further - the obligatory offer);

changes in the voluntary offer or the obligatory offer on acquisition of issued securities, the stipulated in Article 84.4 Federal Laws "About Joint-stock Companies";

report on results of adoption of the voluntary offer or obligatory offer (also requirements to the report);

notifications on the right to require the redemption of issued securities, the stipulated in Article 84.7 Federal Laws "About Joint-stock Companies" (further - the notification on the right to require the redemption);

requirements about the redemption of issued securities, the stipulated in Article 84.8 Federal Laws "About Joint-stock Companies" (further - the requirement about the redemption) (further in case of joint mentioning - the documents connected with acquisition of issued securities),

and also procedure for disclosure of information by person directing the voluntary offer or the obligatory offer concerning acquisition of the issued securities addressing at the organized biddings.

Chapter 1. General provisions

1.1. Consideration of the documents connected with acquisition of issued securities of societies is performed by the Bank of Russia (Department of the corporate relations (further - Department) or territorial offices of the Bank of Russia) according to the following differentiation of powers:

The department exercises the state control of acquisition of issued securities of issuers - not credit institutions included in the list of issuers for whom registering body is the Bank of Russia approved by the administrative act of the Bank of Russia and also issuers being credit institutions;

territorial offices of the Bank of Russia exercise the state control of acquisition of issued securities of the issuers who are not specified in the paragraph the second this Item according to the Instruction of the Bank of Russia of August 6, 2014 No. 3360-U "About submission to the Bank of Russia of documents for state registration of releases (additional releases) of issued securities, registration of prospectuses of securities, reports on release results (additional release) of the issued securities of issuers which are not credit institutions", the registered Ministry of Justice of the Russian Federation on September 19, 2014 No. 34096 ("the Bulletin of the Bank of Russia" of September 24, 2014 No. 85).

1.2. The documents submitted according to this Provision to the Bank of Russia (Department or territorial offices of the Bank of Russia) are represented on paper.

Pages of the documents connected with acquisition of the issued securities represented to the Bank of Russia (Department or territorial offices of the Bank of Russia) on paper shall be numbered, and documents are stitched, certified on insertion by the signature of the physical person submitting the relevant documents and if such person is the legal entity - are under seal (in the presence of seal) and are certified on insertion by the authorized signature of the legal entity.

The documents submitted according to this Provision to the Bank of Russia (Department or territorial offices of the Bank of Russia) are represented also on the electronic medium.

1.3. The documents submitted according to this Provision to the Bank of Russia (Department or territorial offices of the Bank of Russia) on paper and electronic carriers are represented by their delivery to the employee of Administrative department of the Bank of Russia or the employee of service of documentary ensuring management (expedition) to whose job responsibilities documents acceptance belongs, represented personally (further - the authorized employee of the Bank of Russia).

The specified documents are handed by person directing the documents connected with acquisition of issued securities, or person having the right to be effective from his name.

The authorized employee of the Bank of Russia, checks the power of the person handing such documents. The physical person handing the specified documents shall show the passport or other document proving his identity, and also the power of attorney or other documents confirming it powers.

1.4. The voluntary offer or the obligatory offer concerning acquisition of the issued securities which are not addressing at the organized biddings the documents submitted together with such voluntary offer or the obligatory offer, changes to the specified voluntary offer or the obligatory offer the report on results of adoption of the relevant voluntary proposal or the obligatory offer can be provided to the Bank of Russia (Department or territorial offices of the Bank of Russia) by also registered mail or other registered mailing with the notification of the sender on delivery to the addressee.

1.5. If the documents submitted according to this Provision to the Bank of Russia (Department or territorial offices of the Bank of Russia) are represented by their delivery to the authorized employee of the Bank of Russia, date of submission of such documents to the Bank of Russia (Department or territorial offices of the Bank of Russia) is date of their delivery and if the specified documents are submitted to the Bank of Russia (Department or territorial offices of the Bank of Russia) by the registered mail or other registered mailing, - date of delivery of the mailing to the addressee on receipt.

1.6. At the time of submission of the voluntary offer or the obligatory offer concerning acquisition of the issued securities addressing at the organized biddings, changes in the voluntary offer or the obligatory offer of the report on results of adoption of such voluntary offer or the obligatory offer, the notification on the right to require the redemption, requirements about the redemption the authorized employee of the Bank of Russia shall make mark about date of submission to the Bank of Russia (Department or territorial office of the Bank of Russia) of the relevant documents in copy of the voluntary offer or obligatory offer, changes in the voluntary offer or the obligatory offer, the report on results of adoption of the voluntary offer or the obligatory offer, the notification on the right to require the redemption, the requirement about the redemption remaining with person who handed the relevant documents.

If the voluntary offer or the obligatory offer concerning acquisition of the issued securities which are not addressing at the organized biddings of change in the specified voluntary offer or obligatory offers, the report on results of adoption of such voluntary offer or the obligatory offer are represented to the Bank of Russia (Department or territorial offices of the Bank of Russia) by their delivery to the authorized employee of the Bank of Russia, the authorized employee of the Bank of Russia does mark about date of submission to the Bank of Russia (Department or territorial office of the Bank of Russia) of such voluntary offer or the obligatory offer, change in the specified voluntary offer or the obligatory offer, the report on results of adoption of such voluntary offer or the obligatory offer on the copy of the relevant document remaining with the handed his face upon the demand of such person.

Chapter 2. The actions made in connection with acquisition of issued chain papers of society based on the voluntary offer or the obligatory offer

2.1. The voluntary offer or the obligatory offer concerning acquisition of the issued securities addressing at the organized biddings and also changes in such voluntary offer or the obligatory offer are represented to the Bank of Russia (Department or territorial offices of the Bank of Russia) to the direction them in society.

The voluntary offer or the obligatory offer concerning acquisition of the issued securities which are not addressing at the organized biddings and also changes in such voluntary offer or the obligatory offer are represented to the Bank of Russia (Department or territorial offices of the Bank of Russia) no later than date of its direction in society.

2.2. The voluntary offer or the obligatory offer represented to the Bank of Russia (Department or territorial offices of the Bank of Russia) is constituted according to appendix 1 to this Provision.

2.3. Together with the voluntary offer the following documents are submitted to the Bank of Russia (Department or territorial offices of the Bank of Russia).

2.3.1. Notarially certified copy of the bank guarantee conforming to requirements of Item 5 of article 84.1 of the Federal law "About Joint-stock Companies".

2.3.2. The inventory of the submitted documents.

2.4. Together with the obligatory offer, and also the voluntary offer, to relevant requirements of Items 2 - the 5th article 84.2 of the Federal law "About Joint-stock Companies", the following documents are submitted to the Bank of Russia (Department or territorial offices of the Bank of Russia).

2.4.1. Notarially certified copy of the bank guarantee conforming to requirements of Item 5 of article 84.1 of the Federal law "About Joint-stock Companies".

2.4.2. Notarially certified copy of the report (notarially certified copy from the copy of the report) the independent appraiser about market value of acquired issued securities if market value of acquired issued securities was determined by the independent appraiser.

2.4.3. Notarially certified copies of the documents confirming money value of securities by which payment of acquired issued securities can be performed if the specified payment method of acquired issued securities is provided by the voluntary offer or the obligatory offer:

the document containing weighted average price of securities by which payment of acquired issued securities, the organizer of trade determined by results of the biddings in the security market in six months preceding date of the direction of the obligatory offer in society can be performed if securities by which payment of acquired issued securities can be performed address at the organized biddings at least than six months. The specified document shall be signed by the authorized person and is assured by seal (in the presence of seal) the organizer of trade in the security market. If securities by which payment of acquired issued securities can be performed address at the organized biddings of two or more organizers of trade in the security market, documents concerning the weighted average price of the specified securities determined at the organized biddings of each of such organizers of trade in the security market are submitted;

the report of the independent appraiser on market value of securities by which payment of acquired issued securities can be performed if the specified securities do not address at the organized biddings or less than six months address at the organized biddings.

2.4.4. The copy of the document containing the weighted average price of acquired issued securities determined by results of the biddings of the organizer of trade in the security market in six months preceding date of the direction of the obligatory offer in the Bank of Russia (Department or territorial offices of the Bank of Russia) certified in accordance with the established procedure if acquired issued securities address at the organized biddings at least than six months, with indication of the trading volume of the corresponding securities for the specified period in pieces and rubles. The specified document shall be signed by the authorized person and is assured by seal (in the presence of seal) the organizer of trade in the security market. If acquired issued securities address at the organized biddings of two or more organizers of trade in the security market, documents concerning the weighted average price of acquired issued securities determined at the organized biddings of each of such organizers of trade in the security market are submitted.

2.4.5. The document containing the highest price and date of making of the last transaction at which within six months preceding date of the direction of the voluntary offer or obligatory offer in society, person directing the voluntary offer or the obligatory offer, or its affiliates acquired or assumed obligation to acquire the corresponding issued securities at such price, or specifying on the fact that the mentioned persons during the specified term did not acquire and did not assume obligation to acquire the corresponding issued securities. The specified document shall be signed by person directing the obligatory offer and if such person is the legal entity - is signed by the authorized person and certified by seal (in the presence of seal) the legal entity.

2.4.6. The inventory of the submitted documents.

2.5. Person who has intention to submit the voluntary proposal or the obligatory offer concerning acquisition of the issued securities addressing at the organized biddings, having the right to send the relevant proposal to society after 15 days from the moment of its submission to the Bank of Russia (Department or territorial offices of the Bank of Russia) if before the expiration of this term the instruction about reduction of the specified voluntary offer or the obligatory offer is not sent to compliance with requirements of the legislation of the Russian Federation.

2.6. In case of the direction of the instruction about reduction of the voluntary offer or obligatory offer concerning acquisition of the issued securities which are not addressing at the organized biddings in compliance with requirements of the legislation of the Russian Federation person which sent the specified voluntary offer or the obligatory offer to the society having the right to withdraw the relevant proposal or to appeal the specified instruction in Arbitration Court. The obligatory offer can be withdrawn only by the direction in society of the new obligatory offer. At the same time the new voluntary offer or the obligatory offer can be sent to society not earlier than date of their submission to the Bank of Russia (Department or territorial offices of the Bank of Russia).

In case of withdrawal of the voluntary offer or the obligatory offer of the statement of owners on sale of the issued securities belonging to them, received by person which directed the relevant proposal are considered as not arrived.

2.7. In case of entering into the voluntary offer or the obligatory offer of changes such changes are represented to the Bank of Russia (Department or territorial offices of the Bank of Russia) by person who makes the specified changes, no later than date of the direction of corresponding changes to society.

The changes made to the voluntary offer or the obligatory offer are represented to the Bank of Russia (Department or territorial offices of the Bank of Russia) according to the procedure, provided by this Provision for submission to the Bank of Russia (Department or territorial offices of the Bank of Russia) of the relevant voluntary proposal or the obligatory offer.

2.8. The changes represented to the Bank of Russia (Department or territorial offices of the Bank of Russia) made to the voluntary offer or the obligatory offer are constituted according to appendix 2 to this Provision.

If the changes made to the voluntary offer or the obligatory offer concern increase in the price of acquired issued securities, together with the specified changes in the Bank of Russia (Department or territorial offices of the Bank of Russia) notarially certified copy of the bank guarantee providing obligation fulfillment according to the relevant proposal in full taking into account increase in the price of acquired issued securities is submitted.

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