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Ministry of Justice

Russian Federation 

On August 30, 2013 No. 29799

THE ORDER OF THE FEDERAL SERVICE OF THE RUSSIAN FEDERATION ON THE FINANCIAL MARKETS

of July 30, 2013 No. 13-65/pz-n

About procedure for opening and maintaining owners of securities of personal and other accounts by holders of registers and about modification of some regulatory legal acts of the Federal Service for Financial Markets

(as amended of the Provision of the Central bank of the Russian Federation of 13.11.2015 No. 503-P)

According to Item 5 of article 8.2 of the Federal Law of April 22, 1996 No. 39-FZ "About the security market" (The Russian Federation Code, 1996, No. 17, Art. 1918; 1998, No. 48, Art. 5857; 1999, No. 28, Art. 3472; 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, Art. 6249; 2008, No. 44, Art. 4982; No. 52, Art. 6221; 2009, No. 1, Art. 28; No. 7, Art. 777; 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; official Internet portal of legal information http://www.pravo.gov.ru, on July 24, 2013, No. 0001201307240007), Item 7 of Article 14. 1, Item 5 of Article 17, item 4 of Article 47, Item 2 of article 55 of the Federal Law of November 29, 2001 No. 156-FZ "About investment funds" (The Russian Federation Code, 2001, No. 49, Art. 4562; 2004, No. 27, Art. 2711; 2006, No. 17, Art. 1780; 2007, No. 50, Art. 6247; 2008, No. 30, Art. 3616; 2009, No. 48, Art. 5731; 2010, No. 11, Art. 1988; No. 31, Art. 4193, No. 41, Art. 5193; 2011, No. 48, Art. 6728; No. 49, Art. 7040, Art. 7061; 2012, No. 31, Art. 4334; 2013, No. 26, the Art. 3207), item 4 of article 31 of the Federal Law of November 11, 2003 No. 152-FZ "About mortgage securities" (The Russian Federation Code, 2003, No. 46, Art. 4448; 2005, No. 1, Art. 19; 2006, No. 31, Art. 3440; 2010, No. 17, Art. 1171; 2011, No. 48, Art. 6728; No. 49, Art. 7040; 2012, No. 26, the Art. 3436, No. 53, the Art. 7606), Item 2 of Article 47, Item 3 of article 52 of the Federal Law of 26.12.1995 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; No. 42, Art. 4698; No. 44, Art. 4981; 2009, No. 1, Art. 14, Art. 23; No. 19, Art. 2279; No. 23, Art. 2770; No. 29, Art. 3618, 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; No. 50, Art. 7357; 2012, No. 25, Art. 3267; No. 31, Art. 4334, No. 53; Art. 7607; 2013, No. 14, 1655) and the Regulations on the Federal Service for Financial Markets approved by the order of the Government of the Russian Federation of August 29, 2011 No. 717 (The Russian Federation Code, 2011, No. 36, Art. 5148; 2012, No. 20, Art. 2562; 2013, to No. 20, of the Art. 2488), I order:

1. Approve the enclosed Procedure for opening and maintaining owners of securities of personal and other accounts by holders of registers (further - the Procedure).

2. Ceased to be valid according to the Provision of the Central bank of the Russian Federation of 13.11.2015 No. 503-P

3. Bring in the Regulations on additional requirements to procedure for preparation, convocation and holding general shareholder meeting approved by the order of FFMS of Russia of February 2, 2012 No. 12-6/pz-n (registration number 24341), the following changes is registered in the Ministry of Justice of the Russian Federation on May 28, 2012:

Item 2.13 to state 1) in the following edition:

"2.13. If shares of society are enlisted on personal account (custody account) of the trustee, the list of persons having the participation right in general meeting joins the trustee on whose account such shares, or the founder of management, the information on which is provided to trustees, are considered.";

Item 2.14 to state 2) in the following edition:

"2.14. In the list of persons having the participation right in general meeting data on the number of the shares considered on the account of unidentified persons in addition are reflected.";

Item 2.15 to state 3) in the following edition:

"2.15. In the list of persons having the participation right in general meeting data on the number of shares according to which nominee holders do not provide the data which are subject to inclusion in the specified list in addition are reflected.";

4) in Item 2.16:

the paragraph one to state in the following edition:

"2.16. In case of share transfer after date of creation of the list of persons having the participation right in general meeting and before date of general meeting (further - the stocks transferred after date of creation of the list) the face included in this list shall issue to the acquirer the proxy card or vote on general meeting according to instructions of the acquirer of shares if it is provided by the agreement on share transfer.";

state paragraph two in the following edition:

"In case of share transfer, transferred after date of creation of the list, the face included in the list of persons having the participation right in general meeting shall two or more acquirers if it is provided by the agreement (agreements) on share transfer, to vote on general meeting according to instructions of each corresponding acquirer of shares or to issue to each such acquirer of shares the proxy card, having specified number of shares according to which vote is provided by this power of attorney in the power of attorney.";

Item 2.17 to add 5) with the words "and the other persons performing the rights on depositary securities";

Paragraph two of Item 4.24 to add 6) with the offer of the following content:

"This rule is not applied if vote concerning the agenda of general meeting is performed by the direction to society of two or more voting bulletins and at least one of such bulletins received by society at the scheduled time is signed by person (the representative of person) having the participation right in general meeting.".

4. Determine that if before entry into force of this order based on the order of the registered person blocking of transactions on its personal account was performed, the holder of the register continues accounting of blocking of transactions on this personal account before receipt from the registered person of the order about the termination of blocking of transactions.

5. Determine that opening and maintaining owners of securities of personal and other accounts by holders of registers are subject to reduction in compliance with Procedure and this order within 6 months from the date of its entry into force.

6. Determine that numbering (coding) of earlier opened personal accounts shall be brought into accord with Procedure within 6 months from the date of its entry into force.

7. Determine that maintaining by depositaries custody accounts and other accounts is subject to reduction in compliance with this order within 6 months from the date of its entry into force, and regarding paragraph two of the subitem 3 of Item 2 of this order - from the effective date the specified paragraph.

8. Determine that the paragraph two of the subitem 3 of Item 3 of this order becomes effective after 6 months from the effective date of this order.

9. Determine that depositaries shall write off the securities considered on the accounts of unidentified persons opened by them in the following terms:

the securities considered on the account of unidentified persons on the date of entry into force of this order or enlisted in this respect after the specified date, but not later than 1 month before the expiration of 1 year from the specified date, are subject to write-off before the expiration of 1 year from the specified date;

the securities enlisted into the account of unidentified persons later than in 1 month prior to the expiration of 1 year from the effective date of this order, are subject to write-off within 1 month after the expiration of the specified year.

Acting head

S. K. Kharlamov

Approved by the Order of the Federal Service of the Russian Federation on the financial markets of July 30, 2013, No. 13-65/pz-n

Procedure for opening and maintaining owners of securities of personal and other accounts by holders of registers

I. General provisions

1.1. This Procedure for opening and maintaining owners of securities of personal and other accounts by holders of registers (further - the Procedure) establishes requirements to opening and maintaining by persons performing maintaining the register of owners of securities, the personal accounts intended for accounting of the rights to securities and other accounts.

1.2. This Procedure extends to persons performing maintaining registers of owners of personalized issued securities, including to the issuers who are independently performing maintaining such registers, and also to persons performing maintaining registers of owners of investment shares of mutual investment funds, and persons performing maintaining registers of owners of hypothecation certificates of participation.

II. Opening of accounts

2.1. For accounting of the rights to securities the holder of the register of owners of securities (further - the holder of the register) can open the following types of personal accounts:

1) personal account of the owner of securities;

2) personal account of the trustee;

3) personal account of the nominee holder;

4) personal account of the nominee holder of the central depositary;

5) deposit personal account;

6) treasurer personal account of the issuer (person obliged on securities).

2.2. The holder of the register of owners of issued securities also opens the issued account and can open the account of unidentified persons who are not intended for accounting of the rights to securities.

2.3. The holder of the register of owners of investment shares can also open the account of unidentified persons which is not intended for accounting of the rights to securities.

The holder of the register of owners of investment shares of closed-end investment fund also opens the account "the issued investment shares" and can open the account "additional investment shares" which are not intended for accounting of the rights to securities. For the purposes of maintaining one register of owners of investment shares of closed-end investment fund only one account "the issued investment shares" is opened and only one account "additional investment shares" can be opened.

2.4. The holder of the register of owners of hypothecation certificates of participation also opens the account of the issued hypothecation certificates of participation and can open the account of additional hypothecation certificates of participation and accounts of unidentified persons which are not intended for accounting of the rights to securities. For the purposes of maintaining one register of owners of hypothecation certificates of participation only one account of the issued hypothecation certificates of participation is opened and only one account of additional hypothecation certificates of participation can be opened.

2.5. For the purposes of maintaining one register of owners of securities (further - the register) only one account of unidentified persons can be opened.

2.6. Personal and other accounts can be opened by the holder of the register without simultaneous transfer of securities on them.

2.7. The holder of the register of owners of investment shares (owners of hypothecation certificates of participation) has no right to open personal accounts of the nominee holder and personal account of the nominee holder of the central depositary if rules of trust management of mutual investment fund (rules of trust management of mortgage covering) provide that accounting of the rights to investment shares (hypothecation certificates of participation) is performed only in the register of owners of investment shares (owners of hypothecation certificates of participation).

2.8. The holder of the register of owners of investment shares (owners of hypothecation certificates of participation) has no right to open personal account of the nominee holder of the central depositary if rules of trust management of mutual investment fund (rules of trust management of mortgage covering) do not provide possibility of the address of investment shares (hypothecation certificates of participation) at the organized biddings.

2.9. If other is not provided by this Procedure, the personal account is opened based on the statement of person for which such account, or his representative to condition of representation of the document register to the holder determined by the rules of maintaining the register of owners of securities approved by the holder of the register (further - Rules) according to the Requirements to documents for opening of personal accounts which are appendix to this Procedure is opened (further - Requirements). The statement for opening of personal account is constituted in writing or in electronic form, signed by the digital signature.

The personal account of the owner of securities for accounting of the right of common ownership to securities is opened based on the statement at least of one of participants of common ownership on securities or his representative.

2.10. The personal account of the nominee holder of the central depositary is opened without statement for opening of such account on condition of representation of the document register to the holder, determined by Rules according to Requirements.

2.11. In case of placement of issued securities by reorganization personal accounts in the register of owners of issued securities of the issuer (issuers) created (created) as a result of reorganization, or the issuer to whom accession is performed open to persons for whom personal accounts in the register of owners of issued securities of the reorganized issuer (the reorganized issuers) or the attached issuer for date of placement of issued securities, without statements of persons for which personal accounts are opened were opened.

2.12. In case of exchange according to the decision of managing company of mutual investment fund of all investment shares of one mutual investment fund for investment shares of other mutual investment fund personal accounts in the register of owners of investment shares on which exchange is performed open to persons for whom personal accounts in the register of owners of the investment shares which are subject to exchange for date of exchange of investment shares, without statements of persons for which personal accounts, based on documents based on which personal accounts in the register of owners of the investment shares which are subject to exchange were opened for specified persons are opened were opened. At the same time to person for whom in the register of owners of investment shares on which exchange is performed before date of exchange the personal account of the nominee holder or personal account of the nominee holder of the central depositary was opened the personal account of the same type is not opened.

2.13. In case of assignment of rights and obligations according to the trust management agreement of closed-end investment fund if the treasurer personal account was opened for former managing company, the personal account of the owner of securities, and managing company which transfers the rights and obligations, - treasurer personal account is opened for such managing company. The specified personal accounts are opened without statements of managing companies based on the questionnaire of managing company which transfers the rights and obligations according to the trust management agreement of closed-end investment fund, and the copy of the registered changes in rules of trust management of closed-end investment fund certified by this managing company.

2.14. If person for whom the personal account according to Item 2.11 or 2.12 of this Procedure shall be opened is the central depositary, but in accordance with the legislation of the Russian Federation in the register of owners of securities the personal account of the nominee holder of the central depositary cannot be opened, the personal account of the nominee holder is opened for the central depositary.

2.15. In case of the termination of implementation of functions of the nominee holder as a result of cancellation of the depositary agreement or liquidation of depositary opening of personal accounts by the holder of the register is performed without statements of persons for which personal accounts, and questionnaires of the registered persons signed by such persons or their representatives are opened. In this case personal accounts are opened for persons for whom for date of the termination of implementation of functions of the nominee holder by the depositary performing the specified functions custody accounts on which securities were considered were opened.

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