Voluntary Corporate Actions

To initiate a corporate action, the issuer or a third party must give a CA notification to all market participants. NSD receives such notification through the relevant registrar or the issuer/its representative (for BPUT CA) and then sends it to depositors in ISO formats via the communication channel selected in the Details Form for EDI or determined in transaction 97.

Message types:

A CA notification contains, in a structured form, all material information regarding the corporate action, including options available for the corporate action.

Corporate action options:

By default, a person exercising the rights attached to securities is deemed not to be taking part in a voluntary corporate action event. Consequently, if no CA instruction is submitted, the person exercising the rights attached to securities should not expect any movement of securities or cash under the notification given.

A CA notification must contain the status of information that, at any particular time of the corporate action processing, can be incomplete or unconfirmed. For example, when for the purposes of the preemptive right exercise, the offering price is unknown, or information is incomplete; or when, for the repurchase of shares under Article 75, information on the repurchase is unconfirmed before the relevant resolution is passed by the general meeting. To show the status of information in a message, the following codes are used:

A CA notification contains a CA type and a CA reference that must be used in all types of related messages.

A CA notification may also include the following information:

• ISIN and codes of the underlying security;
• Number of the client's securities account and underlying securities balance in the account;
• Record date (if any);
• Deadline (date and time) for acceptance of CA instructions;
• Deadline (date and time) for acceptance of CA instructions, as determined by NSD;
• Repurchase price or offering price of securities;
• ISIN and codes of the security being offered;
• Minimum quantity of securities with respect to which CA instructions must be submitted;
• Code of the article of the laws under which the CA takes place;
• A reference to materials and documents made available on the FTP server.

CA notification flowcharts:

• BIDS
• TEND
• PRIO
• BPUT

A person exercising the rights attached to securities may take part in a voluntary corporate action event by choosing his preferred participation option as per the CA notification received. To do this, he must submit a CA instruction. Upon completion of the instruction processing, both NSD and the registrar send a message containing the relevant status of the instruction.

Interaction with depositors in the course of execution of instructions relating to voluntary corporate actions with Russian securities is governed by the following documents:

1. Guidelines on the Procedure for Interaction between the Depository and Clients in the Course of Performance under the Terms and Conditions of Depository Operations of National Settlement Depository.
2. Rules of Interaction with NSD in the Course of Corporate Information Sharing, Corporate Actions Processing and Other Transactions.

The process of execution of each CA instruction may include the following stages:

1. CA Instruction receipt;
2. Format check;
3. Business checks or contents check;
4. Blocking and/or release of securities;
5. Waiting for a response from the registrar;
6. Securities and cash movement;
7. Delivery of a CA status advice.

General requirements to CA instructions:

• A CA instruction submitter must be authorized to deal with the relevant securities account,
• or separate securities sub-account,
• or clearing securities sub-account (for PRIO CA only).
• For each particular corporate action, each CA instruction must be assigned a unique number.
• A CA instruction must contain a CA reference as specified in the CA notification.
• An instruction must contain the ISIN of the underlying security that entitles the person exercising the rights attached to securities to take part in the CA event, provided that if more than one securities issue are recorded at NSD with the same ISIN, the CA instruction must additionally contain the code assigned by NSD (e.g., for fractional securities).
• For the purpose of taking part in the CA event, a CA instruction must contain details of the person exercising the rights attached to securities, provided that only one the person exercising the rights attached to securities may be named in each instruction.
• A CA instruction must specify only one CA participation option (CA participation option number and type). Instructions containing a NOAC ('no action') option will not be accepted for processing.
• Data fields intended for specifying the quantity of securities must contain a whole number.
• CA instructions will not be accepted before the commencement of the applicable period.
• NSD does not warrant execution of CA instructions submitted after the deadline (date and time) for acceptance of CA instructions by NSD.

Specific requirements to CA instructions depending on a CA type:

Identification of a Person Exercising the Rights Attached to Securities

For a person exercising the rights attached to securities to be able to take part in a voluntary corporate action event, the person's details must be disclosed in a CA instruction submitted. NSD applies the uniform rules of identification of persons exercising the rights attached to securities in CA instructions.

It is recommended that as much as possible details of the person exercising the rights attached to securities and his identifiers be provided in a CA instruction to ensure its proper processing. However, a CA instruction must contain at least the following minimum details of the person exercising the rights attached to securities:

• Corporate name/ Individual full name,
• Address,
• Country
  
  or
  
  
• Corporate name/ Individual full name,
• Any identifier

An ISO 15022 CA instruction may contain only the SWIFT BIC of the person exercising the rights attached to securities, in which case the person's name will be determined by reference to the SWIFT directory. In this case, a CA instruction delivered to the registrar will include the person's name and such SWIFT BIC.

In a CA instruction, it is always required to specify the securities depository with which the securities of the person exercising the rights to the securities are held. To identify such securities depository, the depository's LEI must be used. Where the depository's LEI is unknown, it is allowed to specify the depository's Russian Principal State Registration Number (OGRN) (in an ISO 20022 CA instruction) or the depository's SWIFT BIC (in an ISO 15022 CA instruction).

Where a voluntary corporate action relates to a general meeting of shareholders, the details of the person exercising the rights attached to securities and his securities depository, as disclosed earlier for the purposes of the meeting, may change by the date when the CA instruction is submitted. For such case, a CA instruction form contains two blocks intended for identification of the person exercising the rights attached to securities and his depository: "current details" (BnfclOwnrDtls (OWND)) and "old details" (BnfclOwnrOldDtls (OLDB)). The block intended for "old details" must be completed with the details that were disclosed earlier for the purposes of the meeting. "Old details" are available for such corporate action types as BIDS and PRIO that relate to a general meeting and have a record date. A similar approach with the two blocks may also be used for securities trust management where the settlor of trust took part in the meeting, while the trustee takes part in the resulting corporate action event.

Where a CA instruction relating to a meeting is given, and provided that there have been any changes in the settlor's details as compared to the information disclosed for the related meeting, or provided that the CA instruction is given with respect to a settlor who has not been disclosed for the related meeting (but another settlor has been disclosed for the related meeting), the CA instruction must contain a block of information with the details earlier diclosed for the meeting.

If none of the settlors has been disclosed for the meeting, there is no need to add a block information containing the earlier disclosed details to the CA instruction being submitted with respect to a settlor.

Depending on a securities account type, the details of a person exercising the rights attached to securities must be completed as follows:

* — details are prepared on the basis of the Securities Account Details Form: name, address, Principal State Registration Number (OGRN), Taxpayer Identification Number (INN), BIC, Certificate of Incorporation.

** — when delivering an additional instruction with respect to the preemptive right (PRIO), details for the "old details" block are prepared on the basis of the earlier instruction (PRIO), if such details have changed.

Blocking of Securities

According to the law, repurchase/acquisition of securities involves imposition of restrictions on such securities, due to which such corporate actions as BIDS, TEND and BPUT require the relevant securities to be blocked. The procedure for blocking and release of securities held with NSD in connection with such corporate actions as BIDS, TEND and BPUT is as follows:

• Upon receipt of a CA instruction, the relevant securities are transferred to a special sub-account "Securities blocked for corporate actions" (sub-account type code 83).
• Securities can only be debited from sub-account 83 upon NSD's instruction, provided that the conditions for the debit of securities in connection with the corporate action have been met, or in the event of a refusal to take part in the corporate action event.
• Securities are transferred to the sub-account "Securities blocked for corporate actions" from a securities sub-account and in the quantity specified in the CA instruction.
• Where the available securities are insufficient to make a transfer (blocking) of securities, the CA instruction will be rejected.
• Upon cancellation of the CA instruction, the securities blocked are released to the sub-account specified in the CA instruction or to sub-account 88.
• Upon blocking or release of securities, NSD's clients (depositors) are provided with a statement (Form MS020) containing a reference to the relevant CA instruction.

CA Instruction Cancellation

Where a depositor wishes to cancel an earlier CA instruction, he must submit a request to NSD for the CA instruction cancellation. Upon completion of the instruction cancellation request processing, the depositor will be sent a message stating the request status and the CA instruction status.

Extension of Securities Blocking

Where no cash required to be paid for the securities subject to repurchase/acquisition is available, upon expiry of the deadline for making a payment for the securities in connection with a corporate action relating to repurchase/acquisition (BIDS or TEND), persons exercising the rights attached to securities may extend the effective period of the restrictions imposed on the securities offered to be repurchased/acquired. To extend the restrictions, NSD's clients (depositors) shall, within the time limits stipulated by the law, submit a blocking extension instruction and will receive reports as per the list below.

Other CA-related Documents

When exercising the preemptive right (PRIO) in cases where the offering price of new securities is unknown, payment is made by a person exercising the rights attached to securities after submission of a CA instruction. Due to this, it is necessary to provide the issuer with information regarding the payment of securities. In this case, a separate message type (Form CA382) linked to an earlier instruction (Form CA331) may be used. In response to message CA382, both NSD and the registrar send a message status advice: either SN041 (message accepted) or АМ021 (message rejected).

Processing of CA instructions, CA instruction cancellation requests, blocking extension instructions, and other documents:

• BIDS, TEND
• PRIO
• BPUT

Upon expiry of the deadline for acceptance of CA instructions, the processing of a CA instruction may include such stages as calculation of the quantity of securities and amount of cash as per the CA results, and final movement of securities and cash.

The following steps take place at the said stages:

• Delivery of movement preliminary advices;
• Debit or credit of securities (securities movement);
• Cash payment (cash movement);
• Delivery of CA movement confirmations;
• Delivery of CA final status advices.

Reports:

Movement Preliminary Advice

Upon completion of the repurchase/acquisition process (BIDS, TEND) and receipt of a registrar's statement, clients (depositors) will be sent a preliminary advice for each CA instruction, stating the quantity of securities that will be debited and for which cash will be paid.

In a corporate action event relating to the preemptive right, no movement preliminary advice will be sent, as each instruction will be executed separately within the time limits prescribed.

Cash Transfers

In a corporate action event relating to repurchase/acquisition of securities, cash is paid to a client (depositor) to his bank account the details of which are linked to his securities account. NSD issues a single, bulk payment order for all CA instructions submitted with respect to the client's securities account. NSD pays cash concurrently for all CA instructions received. BPUT Corporate action with settlements made separately for each instruction are an exception. In such case cash transfers are processed separately for each CA instruction upon receiving individual payments from Issuer/Registrar.

In a corporate action event relating to the preemptive right, a person exercising the rights attached to securities pays cash directly to the issuer's account. NSD is not involved in the process.

Execution with Respect to Securities

In a corporate action event relating to repurchase/acquisition (BIDS or TEND), securities are debited only after execution of the relevant transaction / reconciliation of the transaction with the registrar. According to the law, the registrar has 3 days to execute NSD's instruction to debit securities. Securities that have not participated in the corporate action event will be released concurrently with the debit of the participating securities. All CA instructions submitted will be executed concurrently.

In a corporate action event relating to the preemptive right, after execution of the relevant transaction / reconciliation of the transaction with the registrar, the securities are credited to securities sub-account 88 or to a clearing securities sub-account, subject to the CA instruction. Securities will be credited separately for each CA instruction, rather than concurrently for all CA instructions.

CA processing flowcharts:

• BIDS, TEND
• PRIO
• BPUT

Fees for instruction processing are charged in accordance with the Fee Schedule for Depository Services:

Formats of messages to be used in voluntary corporate actions with Russian securities are available in the Specifications of Electronic Documents Used by NSD for Corporate Actions Processing.

Flowcharts and all message type examples are available in the 'Message formats' section.