General Meeting / Request to Convene a General Meeting

With effect from 1 July 2016, for general meetings of securities owners, a new procedure applies as to the drawing up of a list of persons entitled to participate in a meeting, and securities owners are still able to vote in electronic format through a chain of nominee holders (e-proxy voting).

NSD offers depositors an ISO-based technology designed to transmit the details of persons entitled to participate in a meeting and to enable them to submit their votes. The technology can be used for general meetings and the following types of Russian securities:

Security Type CA Code Technology
Shares MEET
XMET
Only the ISO standard described in this section
Bonds BMET Only the ISO standard described in this section
UIT Units OMET The applicable technology is selected by the securities registrar. Available options are either the ISO-based technology, or voting with electronic documents (xls).
Mortgage Participation Certificates OMET

For the purposes of drawing up a list of persons entitled to participate in a general meeting, the details of the person exercising the rights attached to the securities must be disclosed to the registrar/issuer. Nominee holders or foreign nominee holders are able not to disclose the details of persons exercising the rights attached to the securities, if this is provided for by the agreement with any such person.

A general meeting is a voluntary corporate action event, and a person exercising the rights attached to the securities decides whether or not to take part in it. There are several participation options available:

  • Personal attendance;
  • Submission of a voting ballot in hard copy;
  • Personal electronic voting through a dedicated web site (e-voting);
  • Electronic voting through a securities depository (e-proxy voting).

The details of a person exercising the rights attached to the securities must be disclosed to the registrar/issuer in a separate message, namely a Meeting Instruction (step 1). If the person exercising the rights to the securities elects to vote through his securities depository, the Meeting Instruction must, in addition to the details of the person entitled to participate in the meeting, contain the voting option preferred by that person (step 2).

Such steps connected with a general meeting involve communication between NSD and clients using ISO 20022 or ISO 15022 format messages via the following communication channels:

  • WEB-client
  • Web-service
  • SWIFT
Standard / File Format WEB-client Web-service SWIFT
ISO 20022 (xml) + + -
ISO 15022 - - +

Notification

First, the issuer convening the meeting must give notice of the meeting to all market participants through the registrar. NSD receives such notification from the registrar and then sends it to clients in ISO formats via the communication channel specified in the Details Form for EDI or determined in transaction 97.

Message types:

Message Description Form Code ISO 20022 Standard ISO 15022 Standard
Meeting Notification СА012 Meeting Notification (MN) MT564
MT568
Information from the Voting Ballot СА014 Meeting Notification (MN) MT564
MT568
Meeting Cancellation Notification CA021 Meeting Cancellation (MС) MT564
MT568
Meeting Reminder CA013 Meeting Notification (MN) MT564

A Meeting Notification is used for the different purposes:

  • Initial notification of the meeting;
  • Dissemination of materials for the meeting;
  • Dissemination of information from the voting ballot;
  • Meeting reminder (issued three operation days prior to the deadline for acceptance of instructions by NSD; issued to those clients who failed to disclose the details of persons entitled to participate in the general meeting).

A Meeting Notification contains, in a structured form, material information regarding the meeting, including information from the voting ballot (voting options), in particular:

  • ISIN and codes of securities participating in the meeting;
  • Depositor's securities account number and account balance for each security (before the record date, the then current account balance is indicated);
  • Record date for participation in the meeting;
  • Deadline for acceptance of instructions by NSD;
  • Deadline for acceptance of instructions by the registrar;
  • Draft resolutions to be put to the vote;
  • Voting type (simple or cumulative);
  • Voting options (for, against, abstained);
  • Additional rights arising from a particular agenda matter;
  • A reference to materials and documents made available on the FTP server.

Notification flowchart:

Meeting Results

Following completion of the general meeting, NSD receives the meeting results from the registrar and then sends them, in the form of a separate message, to depositors via the communication channel specified in the Details Form for EDI or determined in transaction 97:

Message Description Form Code ISO 20022 Standard ISO 15022 Standard
Notice of Meeting Results СА082 Meeting Result Dissemination (MRD) МТ564
MT568

Instructions

In accordance with the ISO standards, a Meeting Instruction is to be used to disclose details of persons entitled to participate in the meeting (step 1) and to inform of their preferred voting options (step 2). Upon completion of the Meeting Instruction processing, both NSD and the registrar send a message containing the relevant status of the instruction to the depositors.

Message Description Form Code ISO 20022 Standard ISO 15022 Standard
Voting Instruction СА044 Meeting Instruction (MI) МТ565
Details of a person exercising the rights attached to the securities СА044 Meeting Instruction (MI) МТ565
Preferred Voting Option Notification СА044 Meeting Instruction (MI) МТ565
Meeting Instruction Status CA061 Meeting Instruction Status (MIS) MT567

The securities depository of the person exercising the rights attached to the securities is responsible for compiling details of that person, and the person entitled to participate in the meeting himself submits to the depository an instruction to vote in a particular way.

For owner accounts and trustee accounts held with NSD, the following procedure applies: on the record date, NSD issues a message to the registrar, which contains details of the persons entitled to participate in the general meeting. Then, the owner of the relevant account may submit a Voting Instruction (CA044).

For nominee/foreign nominee accounts, a similar approach may be used, wherein the owner of the relevant account first submits to NSD a message entitled "Details of a person exercising the rights attached to the securities" (CA044), and then submits a Preferred Voting Option Notification (CA044). Alternatively, for a nominee/foreign nominee account, only a Preferred Voting Option Notification (CA044) can be submitted, as the details of a person exercising the rights attached to the securities are mandatorily included in this message format.

Additionally, a Preferred Voting Option Notification (CA044) may state that the person exercising the rights attached to the securities has no right to vote on a particular agenda item(s) at the general meeting.

Account Type Message Name Data Blocks Completion
Securities Owner's Details Voting
Owner/trustee account Voting Instruction Not to be completed.

NSD will prepare necessary details of the owner* when delivering the instruction to the registrar.
To be completed.
Nominee/Foreign nominee account Details of a person exercising the rights attached to the securities To be completed. Not to be completed.
Nominee/Foreign nominee account Preferred Voting Option Notification To be completed. To be completed.

* — 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.

Following the disclosure of the details of the person entitled to participate in the general meeting to the registrar/issuer, the person exercising the rights attached to the securities may vote in person in electronic format on the dedicated web site (e-voting), provided that the service is supported by the issuer. For more details on NSD's e-voting service for shareholder meetings, please see here.

Meeting Instruction processing:

General requirements to Meeting Instructions:

  • An instruction submitter must be authorized to deal with the relevant securities account or clearing securities sub-account.
  • For each particular meeting, each instruction must be assigned a unique number.
  • An instruction must contain a CA reference as specified in the Meeting Notification.
  • An instruction must contain the ISIN of the underlying security that entitles the relevant person to participate in the meeting, provided that if more than one securities issue are recorded at NSD with the same ISIN, the instruction must additionally contain the code assigned by NSD (e.g., for fractional securities).
  • The same Meeting Instruction message may contain details of more than one person. An ISO 20022 message may contain details of more than one person and their preferred voting options.
  • NSD does not warrant execution of instructions submitted after the deadline for acceptance of instructions by NSD.

Owner Identification

For a general meeting, the details of a person exercising the rights attached to the securities must be disclosed either before or concurrently with the submission of a Voting Instruction. NSD applies the uniform rules to identify persons exercising the rights attached to securities in CA instructions, including Meeting 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 an instruction. However, an 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 (as per NSD's formats)

An ISO 15022 instruction may contain the owner's SWIFT BIC only, and the owner's name will be determined by reference to the SWIFT directory. In this case, an instruction delivered to the registrar will include the owner's name and such SWIFT BIC.

In a Meeting 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 (LEID) must be used. In addition to the depository's LEI (LEID), it is allowed to specify the depository's Russian Principal State Registration Number (OGRN) (in an ISO 20022 instruction) or the depository's SWIFT BIC (in an ISO 15022 instruction).

Meeting Instruction Replacement

It is not possible to directly cancel a Meeting Instruction, as meeting instruction cancellation requests are not used.

  1. It is possible to cancel an instruction containing the details of a person exercising the rights attached to the securities by submitting a new instruction containing a zero value of the number of securities.
  2. It is not possible to cancel a Voting Instruction, but rather it is possible to submit a replacement instruction containing changed details of the person exercising the rights attached to the securities.

Thus, for meetings, it is only allowed to replace earlier instructions.

Fees

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

Description Fee Comments
Meeting Instruction processing fee (CA044) RUB 135 The fee is charged for the transmission of information on a preferred voting option of each person exercising the rights attached to the securities, as contained in an ISO format instruction.

The fee is not charged for an instruction that contains the details of a person exercising the rights attached to the securities, but that does not contain his preferred voting option.

A request to convene a general meeting may be made by a shareholder(s) holding at least 10 per cent of the company's voting shares or by a person(s) holding at least 10 per cent of the outstanding bonds of the relevant issue.

A shareholder(s) holding, in aggregate, at least two per cent of the company's voting shares may propose matters for the general meeting agenda and nominate candidates to the company's Board of Directors (Supervisory Board), collegial executive body, internal audit commission and vote counting commission, as well as a candidate to the position of chief executive officer.

A request to convene a general meeting, include matters in the meeting agenda, and nominate candidates to management bodies (a "Convocation Request") may be sent by a person exercising the rights attached to the securities either directly to the issuer or, in the form of an instruction, to that person's securities depository.

For the purpose of sending a Convocation Request, NSD offers an ISO-based technology designed to transmit information concerning general meetings.

The technology can be used for general meetings and the following types of Russian securities:

Security Type CA Code

Shares

MEET
XMET

Bonds

BMET

In accordance with the ISO standards, to send a Convocation Request, it shall be required to use a RequestForMeeting (RM) message. A Convocation Request may be accompanied by additional documents required by the issuer (such as candidates' notices of consent, information on candidates' reputation, etc.).

A Convocation Request shall contain the names of the securities owners requesting to convene the meeting and state the quantity and category of securities held by them.

NSD applies the uniform rules of identification of persons exercising the rights attached to securities.

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

If the right to convene a general meeting belongs to a group of persons, a Convocation Request must contain a unique pool reference (a 16-digit code for the linking of several messages containing similar requests for the meeting).

A Convocation Request containing information on the nomination of candidates to the company's management bodies must contain the wording of the relevant agenda item, the wording of the resolution on that agenda item, the names of the management bodies to which the candidates are nominated, and the identification details of each of the candidate.


Convocation Request Replacement

If it is necessary to make any changes in the earlier Convocation Request, it is permitted to send to NSD the changed document containing a reference to the original Convocation Request. The final decision whether to accept the changed document will be made by the registrar/issuer.

Upon completion of the Convocation Request (RequestForMeeting(RM)) processing, both NSD and the registrar/issuer send a RequestForMeetingStatus (RMS) message containing the relevant status of the request to the depositor.

Message types:

Message Description Form Code ISO 20022 Standard

Convocation Request

ND004

RequestForMeeting (RM)

Instruction Status

ND005

RequestForMeetingStatus (RMS)

For the purposes of exchanging information associated with a Convocation Request, NSD interacts with the registrar/issuer/depositors using ISO 20022 format messages via the following communication channels:

  • WEB-client
  • WEB-service

Formats

Formats of messages to be used for general meetings of Russian securities owners are available in the Specifications of Electronic Documents Used by NSD for Corporate Actions Processing.

The user manual, message formats, message type examples, flowchart, and other information are available in the 'Message formats' section.

Ask question
— Mandatory fields
 
Send your request and our specialists will contact you as soon as possible
— Mandatory fields
 
Оставить заявку Попробовать E-VOTING