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The document ceased to be valid since April 6, 2018 according to Item 13.2 of the Provision of the Central bank of the Russian Federation of December 28, 2017 No. 626-P

It is registered

Ministry of Justice

Russian Federation

On August 10, 2015 No. 38437

PROVISION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of June 29, 2015 No. 475-P

About requirements to financial condition of the acquirer of shares of the non-state pension fund or face establishing directly or indirectly (through the third parties) control concerning the shareholder of the non-state pension fund owning more than 10 percent of its shares about evaluation procedure of financial condition and about the bases for recognition of financial condition of specified persons unsatisfactory

(as amended on 13-06-2017)

This Provision according to article 7 of the Federal Law of May 7, 1998 No. 75-FZ "About non-state pension funds" (The Russian Federation Code, 1998, No. 19, Art. 2071; 2001, No. 7, Art. 623; 2002, No. 12, Art. 1093; 2003, No. 2, Art. 166; 2004, No. 49, Art. 4854; 2005, No. 19, Art. 1755; 2006, No. 43, Art. 4412; 2007, No. 50, Art. 6247; 2008, No. 18, Art. 1942; No. 30, Art. 3616; 2009, No. 29, Art. 3619; No. 48, Art. 5731; No. 52, Art. 6450, Art. 6454; 2010, No. 17, Art. 1988; No. 31, Art. 4196; 2011, No. 29, Art. 4291; No. 48, Art. 6728; No. 49, Art. 7036, Art. 7037, Art. 7040, Art. 7061; 2012, No. 31, Art. 4322; No. 47, Art. 6391; No. 50, Art. 6965, Art. 6966; 2013, No. 19, Art. 2326; No. 30, Art. 4044, Art. 4084; No. 49, Art. 6352; No. 52, Art. 6975; 2014, No. 11, Art. 1098; No. 30, the Art. 4219), 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, of the Art. 4, the Art. 37), establishes requirements to financial condition of the legal entities and physical persons making (made) the transaction (transactions) directed (directed) on acquisition and (or) obtaining in trust management more than 10 percent of shares of non-state pension fund (further - fund), including during creation of fund by organization (further - share acquisition of fund), and (or) on establishment direct or indirect (through the third parties) control concerning the shareholders of fund owning more than 10 percent of shares of fund (further - establishment of control concerning shareholders of fund), evaluation procedure of financial condition of persons making (made) the transaction on share acquisition of fund (further - the acquirer) and persons making (made) the transaction on establishment of control concerning the shareholder of fund (further - the controlling person) and bases for recognition of financial condition of specified persons unsatisfactory.

Chapter 1. General provisions

1.1. This Provision extends to legal entity or physical person which solely or as a part of group of persons as a result of implementation of one transaction or several transactions acquires (acquired) shares of fund and (or) establishes (established) direct or indirect (through the third parties) control concerning the shareholders of fund owning more than 10 percent of shares and (or) the legal and (or) physical person which provided the petition for evaluating financial condition according to Item 2.3 of this provision (further respectively - the legal entity or physical person).

1.2. This Provision also extends to the legal entity who as a result of implementation of one transaction or several transactions, receives (received) shares of fund in trust management, including in structure of property of mutual investment fund.

1.3. The financial condition of the legal entity is recognized unsatisfactory:

in case of the violation of requirements to sufficiency at the legal entity acquiring (acquired) shares fund, net assets (own means) corrected according to the procedure determined by this Provision (further - the corrected net assets (own means), and in the presence in the established cases of other bases for recognition of its financial condition provided by this Provision unsatisfactory;

in the presence of the bases for recognition provided by this Provision unsatisfactory financial condition of persons specified in paragraphs the second - the eighth Item 2.1 of this provision, and also in case of violation by these persons and the legal entity, acquiring (acquired) shares of fund, requirements to sufficiency corrected net assets (own means) established by this Provision;

in case of violation by persons establishing (established) solely or as a part of group of persons control concerning shareholders of fund, requirements to sufficiency of the corrected net assets (own means, property) and also in the presence of other bases for recognition of financial condition of these persons provided by this Provision unsatisfactory.

1.4. The financial condition of physical person is recognized unsatisfactory in the presence of the bases, stipulated in Item 11.4 this provision.

1.5. Assessment of financial condition of legal entity or physical person in case of increase in the authorized capital of fund at the expense of own property (own means) of fund, and also the physical person receiving shares of fund in trust management for the purpose of this provision is not carried out.

1.6. For the purpose of this provision the foreign legal entity is understood as the legal entity whose civil legal capacity is determined by the right of foreign state in which it is founded (is registered) (further - the personal law of the foreign legal entity), under the foreign physical person - physical person which civil legal capacity and capacity to act is determined by the right of foreign state which citizen it is, or person whose civil capacity to act is determined by the right of foreign state in which this person has the permanent residence (further - the personal law of the foreign physical person).

Chapter 2. Persons representing the petition for evaluating their financial condition for share acquisition of fund and (or) establishment of control concerning shareholders of fund

2.1. If the legal entity solely or as a part of group of persons intends to make (made) the transaction (transactions) directed (directed) to share acquisition of fund, assessment of financial condition can be carried out concerning the following persons:

the legal entity owning more than 50 percent of voting shares or shares in the authorized capital of the legal entity, acquiring shares of fund, or the legal entity who is the shareholder of fund in the absence of other shareholders (participants) owning more than 20 percent of voting shares or shares in the authorized capital of these legal entities;

the legal entity owning more than 50 percent of votes on general meeting of participants in cases when the charter of the legal entity acquiring shares of fund, or the legal entity who is the shareholder of fund establishes disproportionate procedure for determination of poll of his participants, in the absence of other participants owning more than 20 percent of votes on general meeting of members of these legal entities;

the legal entity owning more than 50 percent of voting shares or shares in the authorized capital of the legal entity, acquiring shares of fund, or the legal entity who is the shareholder of fund and all other their shareholders (participants) provided that each of them owns more than 20 percent of voting shares or shares in the authorized capital of these legal entities;

legal entities and physical persons - shareholders (participants), each of which owns more than 20 percent, but it is no more than 50 percent of voting shares or share in the authorized capital of the legal entity acquiring shares of fund, or the legal entity who is the shareholder of fund if the cumulative share of voting shares or shares in the authorized capital of these legal entities constitutes more than 50 percent;

physical person - the single shareholder (participant) of the legal entity acquiring shares of fund, or the legal entity who is the shareholder of fund;

physical persons with total share of 100 percent of participation in the authorized capital of the legal entity acquiring shares of fund, or the legal entity who is the shareholder of fund provided that all specified physical persons provide the petition according to Item 2.3 of this provision;

legal and (or) physical persons which independently or jointly exercise indirect (through the third parties) control concerning shareholders of fund. For the purpose of this provision person exercising control concerning shareholders of fund person specified as such person in the petition for issue of prior consent (the subsequent approval) of the Bank of Russia to transaction (transactions) with shares of non-state pension fund or the transaction (transactions) as a result of which, (which) control concerning the shareholder of non-state pension fund, or in the documents submitted for decision making about state registration of fund is established if person exercising control concerning the founder of the fund created by organization will provide the petition for evaluating financial condition for share acquisition of fund by this founder is recognized.

2.2. If control concerning shareholders of fund intends to establish the group of persons which it will not enter (established) the shareholder of fund (does not enter) or if transaction (transactions) entails (entailed) change of structure of the group of persons exercising control concerning shareholders of fund which the shareholder of fund does not enter, and at the same time will change person exercising control concerning shareholders of fund or if as a result of transaction (transactions) the amount of participation of such person as a part of specified groups of persons increases (increased), then assessment of financial condition is carried out concerning the following persons which are part of group of persons (changed):

the legal entity acquiring voting shares or shares (holding voting shares or shares) the shareholder of fund;

shareholders (participants) of the legal entity acquiring voting shares or shares (holding voting shares or shares) the shareholder of fund provided that the size of share of participation of shareholders (participants) in the authorized capital (the size of share of the vote on general meeting of participants) such legal entity constitutes more than 50 percent;

the other person specified in the petition for issue of prior consent or the subsequent approval of the Bank of Russia as person establishing (established) indirect (through the third parties) control concerning the shareholder of fund.

2.3. Persons specified in paragraphs the second - the eighth Item 2.1 of the this provision having the right to provide to the Bank of Russia (Department of the admission and termination of activities of the financial organizations (further - authorized structural division) the petition for evaluating their financial condition for share acquisition of fund by the legal entity. In case of submission of such petition assessment of financial condition for the purpose of identification of unsatisfactory financial condition concerning the legal entity acquiring shares of fund, or the legal entity who is the shareholder of fund is not carried out.

2.4. Persons specified in paragraphs the second - the fourth Item 2.2 of this provision, shall provide the petition for evaluating their financial condition to authorized structural division.

Chapter 3. Documents of persons which provided the petition for evaluating financial condition for acquisition by the legal entity of shares of fund and (or) establishment of control concerning shareholders of fund

3.1. To the petition of persons specified in paragraphs the second - the eighth Item 2.1 and paragraphs the second - the fourth Item 2.2 of this provision, documents for assessment of financial condition are attached:

for legal entities - according to requirements of Chapter 5 of this provision;

for physical persons - according to requirements of Chapter 12 of this provision.

3.2. In addition to the documents specified in Item 3.1 of this provision are represented:

concerning persons specified in paragraphs the second - the fifth, eighth Item 2.1 and paragraphs the third and fourth Item 2.2 of this provision, - the documents confirming the size of share and nominal value of voting shares or shares in the authorized capital (which are owned (will belong) to shareholders (participants) of the legal entity acquiring shares of fund or being the shareholder of fund), and also number of votes from total number of the voices provided by share (the number of voting shares): the copies of the constituent documents of the specified legal entities, the extracts from the Unified State Register of Legal Entities existing in the form of limited liability company, statements from the shareholder register and other documents registered in accordance with the established procedure certified in accordance with the established procedure;

concerning persons, the specified in paragraphs five - the eighth Item 2.1 and paragraphs the third and fourth Item 2.2 of this provision, - the documents confirming establishment (possibility of establishment) by these persons indirect (through the third parties) control concerning shareholders of fund: the copies of the constituent documents of the specified legal entities, the extracts from the Unified State Register of Legal Entities existing in the form of limited liability company, statements from the shareholder register and other documents registered in accordance with the established procedure certified in accordance with the established procedure.

Chapter 4. Evaluation procedure of financial condition of the acquirer and (or) the controlling person in case of decision making about state registration of fund during its creation and in case of issue of prior consent (the subsequent approval)

4.1. In case of decision making about state registration of fund during its creation and about issue of prior consent or the subsequent approval of the Bank of Russia assessment of financial condition is carried out in the following procedure.

4.1.1. If one or several persons entering group of persons have (have) intention to acquire (acquired) more than 10 percent of shares of fund, including in connection with increase in the authorized capital of fund, and the petition by person specified in paragraphs the second - the eighth Item 2.1 of this provision, it is not represented, assessment of financial condition is carried out concerning persons paying (paid) the share of fund.

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