NSD Gets New Version of Charter Registered

02 September 2011
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MOSCOW - National Settlement Depository (NSD), Russia's only settlement depository servicing the full range of debt and equity securities of Russian issuers, reports that on 12 August, 2011, Moscow State Territorial Directorate of the Bank of Russia registered a new version of NSD's charter and entered a record about that into a Book of state registration of credit organizations. The new version of NSD's charter has been approved by the extraordinary meeting of shareholders of the company on 30 June, 2011.

Since 29 August, 2011, a date of receipt by NSD of the registered version of the charter, the Regulations on General Meeting of Shareholders, the Regulations on Supervisory Board and a new version of the Regulations on the Executive Board of NSD come into effect.

NSD's charter and other internal documents regulating activities of the company's management bodies reflect NSD's corporate governance principles developed by the shareholders and included in the shareholder agreement dated 30 June, 2011. The principles provide a balance of interests of minority and major shareholders in respect of management issues.

The new version of NSD's charter now includes the following information:

  • An increased term of receipt of shareholders' suggestions on inclusion of items into the agenda of the Annual General Meeting of Shareholders and nomination of candidates to NSD's management and control bodies
  • A new norm establishing the list of items of the agenda of the General Meeting of Shareholders decision on which cannot be made by voting in absentia
  • A new rule determining that a decision on acquisition of shares in cases stipulated by the Federal Law "About Joint Stock Companies" is to be made by the General Meeting of Shareholders
  • Expanded responsibilities of the Supervisory Board and Executive Board
  • A new norm establishing a number and names of Supervisory Board's and user committees
  • Increased minimal number of the members of Supervisory Board (15 members) given that the total number of the Board members shall be odd
  • Clarified responsibilities and established term of powers of the Chairman of the Executive Board
  • Established a procedure of appointment and term of powers of the new members of the Executive Board

About NSD

National Settlement Depository (NSD) is the largest settlement depository in Russia, a part of the MICEX Group, servicing on-exchange and OTC transactions with all types of debt and equity securities of Russian issuers and providing settlement services to participants in financial markets of the Russian Federation.

NSD provides storage of global certificates and depository accounting for 99% of corporate bond issues, sub-federal and municipal bond issues. It services 100% of transactions conducted in the federal bond and the Bank of Russia bond markets, more than 99% of transactions conducted in the corporate and regional bond markets, the majority of transactions with equities and also services UIT units and securities of foreign issuers.

In accordance with agreements concluded between NSD and the Bank of Russia, NSD acts as a settlement center for the organized securities market.

NSD is Russia's national numbering agency and the substitute numbering agency for the CIS, authorized to assign the international ISIN and CFI codes.

For further information about NSD: www.nsd.ru , or NSD Public Affairs Division: +7 495 232 0910,

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