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Ministry of Justice

Russian Federation

On December 17, 2015 No. 40144

INSTRUCTION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of September 13, 2015 No. 3795-U

About procedure for carrying out by the Bank of Russia of checks of activities of issuers and participants of the corporate relations and procedure for application of other measures by the Bank of Russia for the purpose of protection of the rights and legitimate interests of shareholders and investors

This Instruction based on article 76.2 of 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; No. 27, Art. 3958, Art. 4001; No. 29, the Art. 4348) (further - the Federal Law "About the Central Bank Russian Federation (Bank of Russia)"), paragraph one of Item 2 of article 11 of the Federal Law of March 5, 1999 No. 46-FZ "About protection of the rights and legitimate interests of investors in the security market" (The Russian Federation Code, 1999, No. 10, Art. 1163; 2002, No. 1, Art. 2; No. 50, Art. 4923; 2004, No. 35, Art. 3607; 2005, No. 25, Art. 2426; 2006, No. 1, Art. 5; No. 31, Art. 3437; 2007, No. 18, Art. 2117; No. 50, Art. 6247; 2009, No. 18, Art. 2154; No. 29, Art. 3642; 2010, No. 41, Art. 5193; 2011, No. 48, Art. 6728; 2012, No. 53, Art. 7607; 2013, No. 30, the Art. 4084) establishes procedure for carrying out by the Bank of Russia of checks of activities of issuers and participants of the corporate relations, including the shareholders and persons specified in Items 19 - 22 articles 30 of 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. 1, Art. 13, No. 14, Art. 2022; No. 27, Art. 4001; No. 29, Art. 4348; the Art. 4349) (further in case of joint mentioning - persons under surveillance of person), and procedure for application of other measures by the Bank of Russia for the purpose of protection of the rights and legitimate interests of shareholders and investors.

Chapter 1. General provisions

1.1. The organization and conducting checks of activities of persons under surveillance of persons, and also application for their results of measures concerning persons under surveillance of persons in case of identification of violations of the law of the Russian Federation about joint-stock companies and securities is performed by the Bank of Russia within consideration of the arriving addresses for the purpose of protection of the rights and legitimate interests of shareholders and investors.

1.2. The Bank of Russia carries out remote inspections to which remote verifications of separate data and complex remote checks belong concerning persons under surveillance of persons.

The Bank of Russia concerning issuers carries out exit inspections to which exit checks of activities of issuers and exit checks at general shareholder meeting belong (further in case of joint mentioning exit checks).

1.3. The following persons concern the officials of the Bank of Russia having rights to charge conducting complex remote checks and exit checks.

1.3.1. The chairman of the Bank of Russia, the First Deputy Chairman of the Bank of Russia, the vice-chairman of the Bank of Russia who is supervising the structural divisions of central office of the Bank of Russia which are performing functions of control and supervision in the sphere of the financial markets of issuers and (or) the sphere of their activities, the head of Service on consumer protection of financial services and minority shareholders (further - Service), his deputies, including the deputy manager - the head of department of Service, having right to sign of orders to conducting the exit checks provided by this Instruction and constituted according to appendix 1 to this Instruction (further - the order on conducting exit check).

1.3.2. The head of Service, his deputies, including the deputy manager - the head of department of Service, having right to sign of orders to conducting complex remote checks (further - the order of Service).

1.3.3. The head of territorial office of the Bank of Russia in which the division on consumer protection of financial services and investors is created, the deputy manager of territorial office of the Bank of Russia, the chief of territorial subdivision of Service, person which is replacing it, at the venue of general shareholder meeting, having right to sign of orders to conducting exit checks at general shareholder meeting.

1.4. The decision on conducting remote verification of separate data is made by the official of the Bank of Russia specified in Item 1.3 of this Instruction by signing of the instruction of the Bank of Russia on submission of documents, without execution of the separate administrative document.

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