Overview

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Documents are reviewed within ten working days.

The procedure applies to any securities of Russian issuers held in foreign nominee account with NSD.

You can find out where your securities are kept by your broker through which you bought the securities.

Under Law 319-FZ, the forced transfer only applies to securities of Russian issuers regardless of the date of purchase of the securities by the holder. The limitations prescribed by paragraph 1 of Bank of Russia instruction 018-34-2/7457 dated 04 August 2022 do not apply to transactions executed in accordance with Article 5 of Federal Law 319-FZ dated 14 July 2022 On Amendments to Certain Legislative Acts of the Russian Federation (paragraph 2.2 of the instruction).

After the securities have been transferred to the owner's securities account with NSD, the account is frozen for the period specified by the Bank of Russia. In accordance with Instruction of the Bank of Russia No. 018-34-2/7457 of 04 August 2022, the last date for blocking the securities will be 3 February 2023 inclusive. If the Bank of Russia does not extend the blocking period, the securities will be available without the restrictions stipulated by the aforementioned CBR instruction starting from 4 February 2023. To date, the blocking period has not been extended and we have not received any further instructions.

No, an Applicant can give only one email address.

Original documents can be presented to NSD in person at the following address: Moscow, st. Spartakovskaya, 12, 105066 (entrance to the building from Pleteshkovsky lane) or Russian Post or other telecom operators.

Schedule for receiving documents at the office:

• Mon. – Thu: 9:00 – 18:00 (break: 13:00 – 13:45)
• Fri: 9:00 – 16:45 (break: 13:00 – 13:45)

This is not allowed by 319-FZ. The law says it explicitly. You must open the owner's securities account in the applicant's name for the transfer.

Yes, any owner, including a current client of NSD, may apply to NSD if it holds a securities account with an international securities depository whose rights are recorded at NSD (either directly through the international depository to which a securities account with NSD is opened or through the chain of ownership).

In this case, if a depositor applies to NSD, it will be given a separate securities account.

This is a standard Euroclear service for its depositors, which is not under restrictions.

A statement from a foreign broker who records and transfers rights to securities (combining brokerage and custody activities).

СThe information to be provided in a statement is detailed in paragraph 2.1 of the Procedure.

Yes, if such international broker (providing both brokerage and depository services) meets any of the following criteria (Item 3 of the List):

1. It is an entity controlled by a credit institution or a non-credit financial institution regulated by the Bank of Russia as set out in Federal Law No. 135-FZ of 26 July 2006 On Protection of Competition;
2. It is in the list of international organisations meeting the criteria established by Bank of Russia Directive No. 5311-U of 11 November 2019, available on the official website of the Bank of Russia;
3. It has a rating by either Fitch-Ratings, Standard & Poor's or Moody's Investors Service;
4. It is a client of an international depository which is considered the international clearing and settlement organization or central securities depository and the relevant announcement is available on the official website of such international broker (which combines broker and depository activities).

If such a broker indicates that it does not carry out transactions with Russian securities (does not execute the instruction (order) given in relation to the securities), this will be evidence of the existence of unfriendly acts.

Notarisation is not required if the entity keeping records of the rights of the applicant is controlled by a credit institution or a non-credit financial institution regulated by the Bank of Russia (point 3 of the List) under Federal Law No 135-FZ of 26 July 2006 On Protection of Competition.

Yes, we will accept the document provided all the requirements provided for in the List are met.

The requirement to certify the authenticity of the signatures of the persons signing the documents certifying the ownership of securities (provided for in paragraph 2 of the List) does not apply in certain cases, which are provided for in paragraph 1.4 of the List.

If such documents are in English, no translation is required.

No translation is required for the documents set out in paragraphs 2 and 3 of the List.

Pursuant to Article 5 of Law 319-FZ, the application for forced transfer of recordkeeping for securities must be accompanied by all the documents stipulated in clause 2 of Article 5, Law 319-FZ. Pursuant to clause 6 of Article 5, Law 319-FZ, a securities account is opened for the owner and securities in the amount needed are put on the account subject to completeness of information contained not only in the application, but also in the documents attached thereto.

Thus, if NSD receives an application without other necessary documents, it will be forced to refuse to open the securities account and credit it with the relevant securities.

Since the application is filed in respect of securities of a Russian issuer, we recommend that its name be indicated in Russian in accordance with its constituent documents.

The registration number of the issue assigned at the time of registration of such issue should be indicated.

If by filing the documents is meant only the submission of documents to NSD's office (without the right to sign them), then no power of attorney is required for such submission.

Yes, a notarised copy of all pages of the passport is required.

Where the owner visits in person NSD's office, the person must have the original passport, a copy of which will be made and certified by a NSD manager.

If the foreign company in the question refers to an international depository (an international broker combining brokerage and depositary activities), then the answer is yes, you can, provided that the power of attorney contains all the necessary powers.

An applicant may be denied a forced transfer of recordkeeping for securities if NSD has reasonable doubts as to the completeness and (or) accuracy of information or there is insufficient information contained in the Application and the Documents listed in the Procedure for Interaction with NSD in Forced Transfer of Recordkeeping for Securities under Federal Law 319-FZ of 14 July 2022.

No, an OFZ sale agreement is not a document confirming the OFZ ownership.

Yes, legalisation (apostille) will not be required for the documents specified in paragraphs 2 and 3 of the List provided by professional securities market participants of the Republic of Kazakhstan (brokers/central depository). But if the documents have been signed by a person acting under a power of attorney, that notarised power of attorney must be provided, stating all the necessary powers (including certifying the necessary powers of the principal).

NSD accepts applications for forced transfer of recordkeeping in respect of securities of a Russian issuer, which are recorded in a foreign nominee securities account with NSD, and which are not available for transactions due to certain restrictions.

Any other entity exercising rights over securities is, for example, an entity/person which/who, not being an owner of securities, in accordance with its personal law performs, on its own behalf and for the benefit of others, any legal and actual actions with securities and (or) exercises rights over securities.

Any Russian depository, which is the nominee holder with which the Applicant's account is opened, is not such an entity.

* As a general rule, the personal law of a natural person is the law of the country of which that person is a citizen; the personal law of a legal entity is the law of the country where that entity is incorporated.

If a document evidencing holdings of Securities pursuant to paragraph 2 of the List is provided and there are no other International Securities Depositories with which securities are recorded (other than the International Securities Depository with which the account specified in the document evidencing holdings of Securities is opened), the document provided for in paragraph 3 of the List is not required.

If this is about a subsequent transfer (after the securities have been credited to the owner's account under Article 5, 319-FZ), then yes, it is needed as the following applies according to paragraph 3.6 of the Procedure:

"No transactions may be conducted on the owner's securities account opened in accordance with the Procedure until the Applicant enters into a Securities Account Agreement, appoints a Securities Account Operator and performs other actions provided for by the Securities Account Agreement".

Yes, the Applicant can submit the documents at the NSD's office at 12 Spartakovskaya St., Moscow from Monday to Friday from 10 to 17 (providing the original ID document).

If by blocking is meant restrictions by the Bank of Russia, such restrictions apply only to the disposal of securities.

If the holder is a credit institution or non-credit financial institution regulated by the Bank of Russia whose securities are recorded by an International Depository, the MT535 message/message of the bank-client system or other electronic document transmission service of the International Depository/foreign broker which records and transfers rights to securities (anting as both a broker and a depository) may be provided in the form of a copy of a document in respect of which such holder has certified its equivalence to an electronic document (attaching a copy of statements sent to the Bank of Russia as at the latest reporting date containing information on such securities with a Bank of Russia mark of acceptance/copy of an electronic message confirming its acceptance by the Bank of Russia).

Copies must be certified by the sole executive body of the company or another authorised person with the powers confirmed by a notarised power of attorney.

If the holder is not a credit institution or non-credit financial institution regulated by the Bank of Russia, the MT535 message/message of the bank-client system or other electronic document transmission service of the International Depository/foreign broker that records and transfers rights to securities (acting as both a broker and a depository) may be provided in the form of a paper document which has been certified by a notary or the competent authority (person) of the foreign country as being equivalent to an electronic document.

In cases stipulated by the Procedure, the signature of the person signing the document must be authenticated by way of consular legalization or apostille, and the document must have a translation the authenticity of which (the translator's signature) has been duly certified.

The requirements for the content of these documents are stipulated in paragraphs 2.2 and 2.4 of the List.

The date of acquisition of securities of a Russian issuer:

• is irrelevant for the purposes of Article 5 of the 319-FZ, if the other conditions stipulated by Article 5 of the 319-FZ are met;
• It is relevant for the restriction of transactions if the securities are subject to the restriction requirement imposed by the Bank of Russia.

When a security holder visits in person NSD's office and presents his/her original passport, Form AA106 must be signed in the presence of NSD's manager and a copy of the passport must be made and authorised by NSD's manager.

In all other cases, a copy of the passport must be notarised, and the authenticity of the individual's signature on Form AA116 must be notarised.

The other documents (application for forced transfer, Form AA106 and FATCA/CRS Form for individuals) may not be notarised; the signature on them will be checked against the certified specimen signature on Form AA116.

Where the signature on a document or a copy of a document is verified outside the Russian Federation, the documents must also be legalised in the prescribed manner (consular legalisation or apostille).

Article 5 of Law 319-FZ provides for a procedure for forced transfer of recordkeeping for securities of Russian issuers which stipulates the following:

1. a holder of securities (other person exercising rights to securities) or a beneficial owner of securities recorded in a foreign jurisdiction through a foreign nominee account opened with NSD, must submit to NSD an application and other necessary documents required by the List through 11 October 2022;
2. if the total number of securities in respect of which applications and documents are submitted within the said period does not exceed the number of securities held in the foreign nominee account opened with NSD, NSD opens an owner’s securities account for the applicant within 10 (ten) business days from 11 October 2022, debits the securities from the foreign nominee account and credits them to the owner's account opened with NSD, as well as records any event of encumbrance or restrictions with regard to the securities (if the application contains the relevant details).

37. Is the applicant obliged to confirm that it is a client of Euroclear on the broker's website? If so, should the applicant confirm it by

• either a simple printout of the foreign broker's website page stating that it is a client of Euroclear, or
• a notarised printout of that website page, or
• a link to the page containing this information specified by the broker in its letter?

If, in accordance with paragraph 3 of the List, the applicant intends to submit a document that is signed by a foreign broker that records and transfers title to securities and is a customer of an international securities depository which is an international clearing and settlement organisation or central securities depository, as a document stating the securities holding scheme, then, to meet this criterion, the applicant must provide a letter with a link to the website page of the depository which is an international clearing and settlement organisation or central securities depository, and which serves the broker, providing the relevant information.

If a statement from a foreign broker recording and transferring title to securities (and acting both as a broker and a depository) is submitted as a document confirming title to securities, NSD must be provided with the original hard copy of such document containing details specified in the List.

However, the document will be accepted by NSD provided that the signatory's signature is authenticated (except as provided in the List). The signature may be authenticated by a competent authority (entity) in a foreign state (including a notary public), by a notary in the Russian Federation, or by a manager of NSD, and, if such authentication is performed outside the Russian Federation, the legalisation requirements must also be satisfied (as a general rule, by consular legalisation or apostille).

The requirement to authenticate the signature of the person who signed the document certifying the ownership of securities shall not apply if restrictions are imposed on the entity/person whose account was stated in the document, or if the Applicant is a credit institution or a non-credit financial institution regulated by the Bank of Russia, or if the International Depository recording rights of the Applicant is a legal entity in which the credit institution or a non-credit financial institution regulated by the Bank of Russia has more than fifty percent of the total number of votes attributable to the voting shares (holdings) in the authorised (share) capital of this legal entity.

If the applicant is a credit institution or a non-credit financial institution regulated by the Bank of Russia whose rights to securities are recorded in an International Foreign Securities Depository, it may submit, as a document confirming the title to the securities, a SWIFT message MT 535 (Statement of Holdings) or a message of the bank-client system or other electronic document transmission service of the International Securities Depository/foreign broker that records and transfers rights to securities (acting both as a broker and a depository). The message should be submitted in the form of a copy of a document for which the applicant has certified its equivalence to an electronic document (attaching a copy of statements sent to the Bank of Russia as at the latest reporting date containing information on such securities with a Bank of Russia mark of acceptance/copy of an electronic message confirming its acceptance by the Bank of Russia).

Please note that if there is a foreign nominee holder in the chain of custody which has a securities account with a Russian securities depository (other than NSD), the applicant should apply for forced transfer of recordkeeping for the securities to that Russian depository.