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Ministry of Justice

Russian Federation

On February 19, 2015 No. 36092

INSTRUCTION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of October 21, 2014 No. 3420-U

About additional requirements to procedure for preparation, convocation and holding general meeting of bondholders

This Instruction according to Item 7 of article 29.6 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, Art. 6249; 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, the Art. 4219) (further - the Federal Law "About the Security Market") determines additional requirements to procedure for preparation, convocation and holding general meeting of bondholders.

Chapter 1. General provisions

1.1. Action of this Instruction extends to the relations connected with preparation, convocation and holding general meeting of bondholders (further - general meeting) which is held in the form of meeting or correspondence voting.

1.2. The rules of preparation, convocation and holding general meeting provided by this Instruction for bondholders are applied also to persons who according to the Federal Laws perform the rights on bonds.

Chapter 2. Additional requirements to procedure for preparation of general meeting of bondholders

2.1. The requirement about holding general meeting can be declared by the representative of bondholders or person (persons) who is (being) the owner (owners) at least than 10 percent of the bonds of the corresponding release which are in circulation in the way:

the directions mail service or through mail and messenger service to the issuer's address containing in the Unified State Register of Legal Entities;

deliveries under list to the person holding position (performing functions) of sole executive body of the issuer, to the corporate secretary of the issuer if in the issuer such position is provided, or to the other person, the representative to accept the written correspondence addressed to the issuer;

the directions otherwise (including by means of fax and cable connection, e-mail) if it is provided by bond issue conditions.

2.2. The requirement about holding general meeting of owners of registered bonds can be sent to the registrar performing maintaining the register of owners of registered bonds (further - the register), and the requirement about holding general meeting of bondholders with obligatory centralized storage - to the depositary performing obligatory centralized storage of such bonds (further - head depositary), according to the procedure, provided for the direction of the electronic document signed by the digital signature which is created by the nominee holder according to article 8.8 of the Federal law "About the Security Market" (further - the document on vote).

2.3. Date of submission of demand about holding general meeting is:

if the requirement about holding general meeting is directed by the non-registered letter or other simple mailing - the date of receipt of the mailing by the addressee;

if the requirement about holding general meeting is sent by the registered mail or other registered mailing - date of delivery of the mailing to the addressee on receipt;

if the requirement about holding general meeting is directed through mail and messenger service - date of delivery by the courier;

if the requirement about holding general meeting is handed under list - date of delivery;

if the requirement about holding general meeting of owners of registered bonds is sent to the registrar performing maintaining the register of owners of registered bonds (further - the registrar), - the date following behind day of receipt of such requirement by the registrar;

if the requirement about holding general meeting of bondholders with obligatory centralized storage is sent to head depositary - the date following behind day of receipt of such requirement by head depositary;

if the requirement about holding general meeting is directed by the different way (including by means of fax and cable connection, e-mail) provided by bond issue conditions - the date determined by bond issue conditions.

2.4. In the requirement about holding general meeting the questions which are subject to entering into the agenda of general meeting shall be formulated and also formulations of one or several alternative decisions on each of these questions and the offer on form of holding general meeting can contain.

If the question specified in the requirement about holding general meeting which is subject to entering into the agenda is election of the representative of bondholders, such requirement shall contain the information about the candidate proposed for election as the representative of bondholders, and in case of promotion of such candidate for election as the new representative of bondholders in exchange earlier determined by the issuer or chosen general meeting - also reasons and (or) the reasons of election of the new representative of bondholders.

2.5. The requirement about holding general meeting shall be signed by the representative of bondholders or the owner (owners) of bonds (person acting on behalf of the bondholder based on the power of attorney) declaring such requirement.

2.6. If the requirement about holding general meeting is signed by the owner (owners) of bonds (person acting on behalf of the bondholder based on the power of attorney) whose rights (which) on the bond are considered on the custody account in depositary (except for custody accounts in head depositary) the statement (the copy of the statement certified in accordance with the established procedure) on the custody account of the corresponding bondholder issued by depositary not earlier than in 14 working days prior to date of the direction of the specified requirement shall be attached to such requirement. This rule is not applied in case of the direction of the requirement about the holding general meeting to the registrar or head depositary according to the procedure provided for the direction of the document on vote.

2.7. If the requirement about holding general meeting is signed by the owner (owners) of documentary bonds without obligatory centralized storage (person acting on behalf of the bondholder based on the power of attorney), the copy of the certificate (certificates) of such bonds belonging to the corresponding owner certified in accordance with the established procedure shall be attached to such requirement.

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