Specific terms and conditions of NSD's securities services

Russian Ministry of Finance's Eurobonds subject to centralized safekeeping with NSD, issued under RegS and Rule 144A

Securities ISIN NSD code Specifics of NSD's securities services Documents required for exchange and currency selection
Russian Ministry of Finance's Eurobonds, 4.75%, due 27 May 2026 RU000A0JWHA4 RU000A0JWHA4 Governed by English law. Issued outside the United States under RegS. Represented by the Unrestricted Global Bond held with NSD. Cannot be exchanged for RU000A0JWHB2.
RU000A0JWHB2 RU000A0JWHB2 Governed by English law. Issued within the United States under Rule 144А. Represented by the Restricted Global Bond held with NSD. Can be exchanged for RU000A0JWHA4. Exchange Certificate
Exchange Participation Instruction
Russian Ministry of Finance's Eurobonds, 4.25%, due 23 June 2027 RU000A0JXTS9 RU000A0JXTS9 Governed by English law. Issued outside the United States under RegS. Represented by the Unrestricted Global Bond held with NSD. Can be exchanged for RU000A0JXTT7. Exchange Participation Instruction
RU000A0JXTT7 RU000A0JXTT7 Governed by English law. Issued within the United States under Rule 144А. Represented by the Restricted Global Bond held with NSD. Can be exchanged for RU000A0JXTS9. Exchange Certificate
Exchange Participation Instruction
Russian Ministry of Finance's Eurobonds, 5.25%, due 23 June 2047 RU000A0JXU14 RU000A0JXU14 Governed by English law. Issued outside the United States under RegS. Represented by the Unrestricted Global Bond held with NSD. Can be exchanged for RU000A0JXU22. Exchange Participation Instruction
RU000A0JXU22 RU000A0JXU22 Governed by English law. Issued within the United States under Rule 144А. Represented by the Restricted Global Bond held with NSD. Can be exchanged for RU000A0JXU14. Exchange Certificate
Exchange Participation Instruction
Russian Ministry of Finance's Eurobonds, 4.375%, due 21 March 2029

(with an option to give an instruction to select the income payment currency)
RU000A0ZYYN4 RU000A0ZYYN4 Governed by English law. Issued outside the United States under RegS. Represented by the Unrestricted Global Bond held with NSD. Can be exchanged for RU000A0ZYYP9. Exchange Participation Instruction (RegS to Rule 144A)
Procedure for Submitting an Instruction to Select the Payment Currency
RU000A0ZYYP9 RU000A0ZYYP9 Governed by English law. Issued within the United States under Rule 144А. Represented by the Restricted Global Bond held with NSD. Can be exchanged for RU000A0ZYYN4. Exchange Participation Instruction (Rule 144A to RegS option A)
Exchange Participation Instruction (Rule 144A to RegS option B(1))
Exchange Participation Instruction (Rule 144A to RegS option B(2))
Exchange Participation Instruction (Rule 144A to RegS option C)
Procedure for Submitting an Instruction to Select the Payment Currency
Russian Ministry of Finance's Eurobonds, 2.875%, due 4 December 2025

(with an option to give an instruction to select the income payment currency)
RU000A0ZZVE6 RU000A0ZZVE6 Governed by English law. Issued outside the United States under RegS. Represented by the Unrestricted Global Bond held with NSD. Can be exchanged for RU000A0ZZVD8. Exchange Participation Instruction (RegS to Rule 144A)
Procedure for Submitting an Instruction to Select the Payment Currency
RU000A0ZZVD8 RU000A0ZZVD8 Governed by English law. Issued within the United States under Rule 144А. Represented by the Restricted Global Bond held with NSD. Can be exchanged for RU000A0ZZVE6. Exchange Participation Instruction (Rule 144A to RegS option A)
Exchange Participation Instruction (Rule 144A to RegS option B(1))
Exchange Participation Instruction (Rule 144A to RegS option B(2))
Exchange Participation Instruction (Rule 144A to RegS option C)
Procedure for Submitting an Instruction to Select the Payment Currency
Russian Ministry of Finance's Eurobonds, 5.1%, due 28 March 2035

(with an option to give an instruction to select the income payment currency)
RU000A1006S9 RU000A1006S9 Governed by English law. Issued outside the United States under RegS. Represented by the Unrestricted Global Bond held with NSD. Can be exchanged for RU000A1006T7. Exchange Participation Instruction (RegS to Rule 144A)
Procedure for Submitting an Instruction to Select the Payment Currency
RU000A1006T7 RU000A1006T7 Governed by English law. Issued within the United States under Rule 144А. Represented by the Restricted Global Bond held with NSD. Can be exchanged for RU000A1006S9. Exchange Participation Instruction (Rule 144A to RegS option A)
Exchange Participation Instruction (Rule 144A to RegS option B(1))
Exchange Participation Instruction (Rule 144A to RegS option B(2))
Exchange Participation Instruction (Rule 144A to RegS option C)
Procedure for Submitting an Instruction to Select the Payment Currency

Eurobonds of the Russian Ministry of Finance may be converted in accordance with the following procedure:

  1. A Client who intends to exchange Eurobonds shall complete the documents required for exchange (the document forms are available in the table above).

    To exchange Rule 144A bonds for RegS bonds, the following documents must be completed:

    • Exchange Certificate (Annex A to the Prospectus) for bond issues RU000A0JWHB2, RU000A0JXTT7, or RU000A0JXU22
    • Exchange Participation Instruction

    Please note that for the ISIN RU000A0ZYYP9 issue, the Client must choose one of the four instructions, depending on the ground provided for by the issue-related documents, on which the exchange is to be made.

    Where RegS bonds are to be converted for Rule 144A bonds, only the following document must be completed:

    • Exchange Participation Instruction

  2. The Client shall send the said documents signed by a Client's authorized person and bearing the Client's corporate seal via one of the following communication channels, first giving notice to the Client's personal manager at NSD:
    • SWIFT FileAct, in PDF format, to NSD's SWIFT code: MICURUMMXXX, stating the following MessageIdentifier: seev.xxx.nsd.144a.
    • LUCH Software, in the form of an untyped transit electronic document with the documents attached in PDF format, recipient: NDC000ORK000.
    • In hard copy to NSD's Client Relations and Network Management Department.

    By giving an Exchange Participation Instruction, the Client shall confirm:

    • that the Client has read the terms and conditions of the exchange, as set out in the issue-related documents, and is acting in accordance with those terms and conditions and the rules of applicable law, and that the owner of the securities meets all the requirements set forth by the terms and conditions of the exchange, the requirements of applicable law, and any other requirements that may be imposed by the issuer and/or its agent, and is not subject to any restrictions described in the documents governing the terms and conditions of the exchange; and
    • the accuracy of any information provided and that the Client is duly authorized by the owner of the securities to disclose that information, and also that the Client is responsible for ensuring the accuracy and completeness of any information contained in any documents and/or in the Instruction provided or given by the Client.

  3. Upon completion of the conversion, the Client is provided with a transaction statement (Form MS101, or SWIFT MT 544/546) to confirm the exchange transaction (transaction code 10/51) in the Client's securities account.

Securities with duplicate ISINs

For some Russian securities issues which have the same parameters and duplicate ISINs, their state registration numbers have not yet been changed to bring them in line with Bank of Russia's Directive No. 3417-U dated 13 October 2014 "On the Procedure for Assignment and Cancellation of State Registration Numbers or Identification Numbers to Equity or Debt Securities Issues (Additional Issues)" and with the requirements of the Procedure for Consolidation of Additional Issues of Equity or Debt Securities, as approved by the Russian Federal Commission for the Securities Market (Resolution No. 03-18/ps dated 1 April 2003). The Bank of Russia consolidates such issues into a single issue and discloses the relevant information on its official web site. NSD will be making changes in its depository recordkeeping system upon receipt of such information.

List of securities with duplicate ISINs

Fractional securities

If fractional securities come into existence in accordance with the Russian laws, NSD keeps records of such fractional securities separately. Whole and fractional shares are recorded separately with different depository codes.

Upon crediting securities to a securities account, fractional securities are summed up.

It is possible to debit a fractional security without the integer number of securities from a securities account or another account only if there is no integer number of securities (the exception is made for nominee securities accounts and foreign nominee securities accounts).

NSD keeps records of fractional shares in Clients' securities accounts held with NSD without rounding, by using simple fractions.

Securities depositories keep records of fractional UIT units by using decimal fractions, with the number of decimal places provided for by the UIT management rules, but no less than 5 decimal places.

List of fractional shares serviced by NSD

Receiving payments on VTB Bank bonds

To streamline the process of receiving payments on bonds issued by VTB Bank, clients are proposed to open a separate bank account with NSD. However, opening a separate bank account is not a pre-condition for receiving such payments, and to receive them clients may use bank accounts they already hold with NSD.

A client may receive payments on VTB Bank bonds separately from payments on other securities. For this purpose, the client shall give an Instruction (Form AF005) to NSD for a transaction "Registration of bank account details" (transaction code – 07, purpose of bank account details – 06), along with a Notice of Bank Account Details (Form GF088), in which, in the data field "Group of securities for paying distributions", the following must be indicated: "2 - Bonds. Payment currency - RUB», and the data field "Issuer" must be completed as follows: "VTB Bank". In this case, all payments (both coupon income and redemption proceeds) on all VTB Bank bonds, including one-day bonds, will be transferred to the bank account detailed in the said documents.

Please note that, if the above Instruction is given, all other bank account details registered earlier will be de-registered. Therefore, with respect to securities of other issuers, which are held in the same securities account in which VTB Bank bonds are held, the client should, along with the said Instruction, give an Instruction for registration of the details of a bank account the client needs; otherwise, income on such other securities will be transferred to the bank account the details of which are specified in the client's Legal Entity's Details Form. Cash funds received by the client to a bank account held with NSD may, if necessary, be quickly transferred by the client to a trading bank account either via the Bank-Client System, or via SWIFT. Also, for any such transfer, the client may use the recurring cash transfer (standing instruction) service.

U.S. Securities: depositories and taxation specifics

Stocks, units, and bonds of U.S. issuers, which fall under Chapters 3 and 4 of the U.S. Internal Revenue Code, are serviced through Euroclear Bank, save for these issues held in NSD's account with Clearstream Banking.

Tax rate reduction services are provided by NSD when paying out income in a 'Withholding Tax Relief Certification' (WTRC) Corporate Action for U.S. securities which fall under Chapters 3 and 4 of the U.S. Internal Revenue Code, provided that such securities are held in NSD's accounts with Euroclear Bank.
NSD does not provide the tax rate reduction services when paying out income on securities which, under Euroclear Bank's rules, cannot be held with Euroclear Bank, and which instead are held in NSD's accounts with Clearstream Banking.

The procedure in accordance with which NSD keeps records of U.S. securities which fall under Chapters 3 and 4 of the U.S. Internal Revenue Code and are held in NSD's accounts with Euroclear Bank, and the procedure in accordance with which beneficial owners of income are to be disclosed in compliance with the requirements of the U.S. Internal Revenue Code, are described here.

UK securities: depositories and specifics of services

Securities issued by UK issuers and held in NSD's accounts with Euroclear Bank, the name of which includes SDRT 0.5 (meaning that Stamp Duty Reserve Tax is to be paid when transferring title to the securities), cannot be transferred between securities accounts held with NSD.

Non-Russian securities with a single ISIN and several NSD codes

Due to taxation and other services specifics, these securities issues have been assigned with several NSD codes.

Depositary receipts: depositories

In addition to Clearstream Banking and Euroclear Bank, depositary receipts on Russian shares may also be held in The Bank of New York Mellon.

Non-Russian securities issued under RegS and Rule 144A

If a non-Russian securities issue has two different ISINs allocated under RegS and Rule 144A, NSD keeps records of different parts of such issues separately with different depository codes.

Units (shares) of investment funds

Due to the existing restrictions on settling transactions in non-Russian units (shares) of investment funds (other than ETFs) through ICSDs, such securities cannot be accepted by NSD for servicing.

Units (shares) of ETFs can be accepted in accordance with the standard procedure.

Please note that, in accordance with the ISO 10962:2015 standard and the applicable Russian laws, non-Russian financial instruments are qualified:

  • as units or shares of an investment fund, if the relevant non-Russian financial instrument has a CFI code:
    • with the first character being E, provided that the second character is U, save for the cases where the sixth character is Z or A; or
    • with the first character being C, provided that the sixth character is X;
  • as units of an investment fund, if the first character in the CFI code is C, provided that the sixth character is U or Y;
  • as shares of an investment fund, if the first character in the CFI code is C, provided that the sixth character is S or Q.

For its own recordkeeping purposes, NSD records all of the above types of collective investment instruments in a general details form intended for their description and indicates the applicable subtype of the financial instrument in the relevant field of the details form.

Restrictions on depository transactions in non-Russian securities accepted by NSD for servicing

Upon receipt by NSD of confirmed information from foreign depositories (EUROCLEAR BANK SA/NV or Clearstream Banking S.A.), according to which an event of default has occurred with respect to a non-Russian issuer's securities, NSD will reflect the 'Default' status for such securities in their Details Form posted on this web site. Please note that the 'Default' status implies that NSD may impose restrictions on depository transactions in the defaulted securities. You, therefore, need to enquire NSD about whether certain depository transactions in such securities are possible before instructing to make any such transaction.

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