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Ministry of Justice

Russian Federation

On May 30, 2016 No. 42343

INSTRUCTION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of March 9, 2016 No. 3972-U

About replacement procedure of the bond certificates to bearer issued in documentary form in connection with replacement of the issuer of such bonds by the legal successor by reorganization

This Instruction according to Item 6 of article 27.5-5 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, Art. 4349, Art. 4357; 2016, No. 1, the Art. 81) establishes replacement procedure of the bond certificates to bearer issued in documentary form (further - documentary bonds), in connection with replacement of the issuer of such bonds by the legal successor by reorganization.

Chapter 1. General provisions

1.1. Replacement of certificates of documentary bonds in connection with replacement of the issuer of such bonds by the legal successor by reorganization (further - replacement of bond issuing institution) is performed in case of reorganization of the issuer of documentary bonds in the form of merge or accession him to other organization, and also in the form of separation, allocation or transformation if all obligations on documentary bonds of certain release pass to one legal successor and form of business in which the legal successor is created or acts grants to it the right to perform bond emission.

1.2. The provisions of this Instruction regulating actions of owners of documentary bonds are applied also to actions of persons which according to the Federal Laws or their personal law on its own behalf perform the rights on documentary bonds.

Chapter 2. Replacement procedure of certificates of documentary bonds with obligatory centralized storage

2.1. Replacement of certificates of documentary bonds with obligatory centralized storage (further for the purpose of this Chapter - the bond) in connection with replacement of bond issuing institution by the legal successor by reorganization is carried out according to the statement of the legal successor of bond issuing institution for replacement of certificates (certificate) of bonds represented to the depositary performing obligatory centralized storage of bonds (further - depositary).

The name of bond issuing institution and the state registration number (identification number) of release (additional release) of bonds shall be specified in the statement for replacement of certificates (certificate) of bonds.

2.2. The following documents are enclosed to the application for replacement of certificates (certificate) of bonds:

the copy of the changes made to the decision on release (additional release) of bonds which contain information on replacement of bond issuing institution;

certificates (certificate) of bonds in which (in which) as bond issuing institution the legal successor of the reorganized bond issuing institution is specified;

the copy of the power of attorney confirming powers of the authorized person of the legal successor of bond issuing institution on signing of the statement for replacement of certificates (certificate) of bonds and (or) on signing of certificates (certificate) of bonds (if the statement for replacement of certificates (certificate) of bonds and (or) certificates (certificate) of bonds are signed by the authorized person of the legal successor of bond issuing institution);

the documents provided by conditions of implementation of depository activity of depositary.

2.3. Copies of the documents submitted according to Item 2.2 of this Instruction shall be certified by the signature of person performing functions of sole executive body of the legal successor of bond issuing institution, or the authorized person of the legal successor of bond issuing institution and seal of the legal successor of bond issuing institution (in case of its availability) or according to the procedure, established by the legislation of the Russian Federation.

2.4. The documents for replacement of certificates (certificate) of bonds in connection with replacement of bond issuing institution provided by Items 2.1 and 2.2 of this Instruction are represented by the issuer's legal successor to depositary within 30 days from the date following date of entering into the Unified State Register of Legal Entities of record about reorganization completion (record about the termination of activities of the reorganized bond issuing institution and (or) about creation as a result of reorganization of bond issuing institution of the legal entity who is the legal successor of bond issuing institution).

2.5. Replacement of certificates (certificate) of bonds in connection with replacement of bond issuing institution is performed no later than three working days from the date following the date of receipt by depositary of the documents provided by Items 2.1 and 2.2 of this Instruction in time.

2.6. Replacement of certificates (certificate) of bonds in connection with replacement of bond issuing institution is performed by making by the legal successor of bond issuing institution and depositary of the following actions.

2.6.1. Legal successor of bond issuing institution:

accepts from depositary removed (removed) from storage certificates (certificate) of bonds in which (in which) as bond issuing institution the reorganized bond issuing institution is specified;

signs the act of replacement of certificates (certificate) of bonds in connection with replacement of bond issuing institution.

2.6.2. Depositary:

removes from storage certificates (certificate) of bonds in which (in which) as bond issuing institution the reorganized bond issuing institution is specified;

puts down on the certificates (the certificate removed from storage) of bonds removed from storage mark about replacement of bond issuing institution with indication of date of removal of the specified certificates (the specified certificate) of bonds from storage;

transfers the certificates (the certificate removed from storage) of bonds removed from storage to the legal successor of the reorganized bond issuing institution;

accepts on storage from the legal successor of bond issuing institution the certificates (certificate) of bonds made by it in which (in which) as bond issuing institution the legal successor of the reorganized bond issuing institution is specified;

signs the act of replacement of certificates (certificate) of bonds in connection with replacement of bond issuing institution.

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