Automatic conversion of depositary receipts into international shares upon redomiciliation
General Information

In accordance with Federal Law No. 452-FZ dated August 4, 2023, "On Amendments to Certain Legislative Acts of the Russian Federation" and the Resolution of the Board of Directors of the Bank of Russia on establishing the procedure and deadlines for automatic conversion of securities of foreign issuers certifying rights in respect of shares of joint stock companies with the status of an international company into shares of such joint stock companies dated September 15, 2023, the procedure for automatic conversion of depositary receipts issued on shares of international companies that have undergone the redomiciliation procedure to the Russian Federation (hereinafter — depositary receipts) into shares of such international companies (hereinafter — CBR Resolution) has been established.

The deadlines for automatic conversion of depositary receipts depend on the registration deadlines of the international company in the Russian Federation. The timeline for automatic conversion and the interaction scheme between registrars, NSD, Russian depositories, and NSD clients during automatic conversion are provided below:

For Security Holders

The automatic conversion procedure depends on the location where rights to depositary receipts are accounted for — in foreign depositories or in Russian depositories.

You can determine where rights to depositary receipts are accounted for by contacting the broker through whom such securities were purchased, or the depository with which a depository agreement has been concluded and that maintains accounting for rights to such depositary receipts.

For your convenience, information is grouped into sections depending on the rights accounting chain for depositary receipts.

Holders of Depositary Receipts — Clients of Russian Depositories

For holders of depositary receipts who are clients of Russian depositories, depositary receipts will be debited and shares of the international company will be credited in the Russian depository that maintains accounting for rights to such depositary receipts.

Shares of the international company will be accounted for in the Russian depositories' accounting chain without the participation of foreign depositories.

No action is required from you to implement the automatic conversion of depositary receipts into shares of the international company.

If shares of the international company are not credited to you within the established timeframe, you must contact your Russian depository for clarification. No applications or additional documents need to be submitted to NSD.

Security Holders who are Clients of Foreign Depositories, if there are no Russian Depositories or NSD in the rights accounting chain

The automatic conversion procedure does not apply to depositary receipts accounted for outside Russian depositories or NSD.

You must contact your foreign depository to obtain clarification on the possibility and procedure for voluntary conversion of depositary receipts through the depository bank for such receipts.

Please also note that part 20 of art. 15 of Federal Law No. 452-FZ dated August 4, 2023 provides for the possibility of compulsory conversion of depositary receipts accounted for in this manner; however, the procedure for submitting and considering an application for compulsory conversion has not yet been defined.

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