Drawing up a List of Securities Owners / List of Persons Authorized to Exercise Rights Attached to Securities, and Disclosure of Information on Persons Holding Securities Accounts and Securities Balances in Such Accounts

The procedure described below applies to Russian securities.

For the purposes of drawing up a list of securities owners / list of persons authorized to exercise rights attached to securities (a "List"), as well as for the purposes of disclosure of information on persons holding securities accounts and securities balances in such accounts, NSD issues:

  • either a Form GS061 request (a "Request"); or
  • a document in the ISO 20022 format, if such document is provided for by the NSD's EDI Rules for the relevant corporate action (a "Notification").

When sending a Request, in accordance with the international standards, NSD uses the DSCL (Disclosure) corporate action event code (Requirement for holders or beneficial owners to disclose their name, location and holdings of any issue to the issuer).

A Request to draw up a List will be sent to clients, provided that NSD has received a request from the relevant registrar or from the Bank of Russia, or on the basis of an issuer's request where NSD is responsible for mandatory centralized safekeeping of the relevant securities.

A Request may contain, inter alia, the following details:

  • the ground on which the List is to be drawn up and its purpose, as specified in the registrar's/issuer's request;
  • the depository code assigned by NSD to the registrar;
  • the main corporate action code and reference – DSCL (CA reference for the issuer);
  • the linked corporate action code and reference;
  • the unique reference for each security participating in the main corporate action event (CA reference for the security);
  • requirements as to mandatory/optional fields; and
  • the timeframe within which information is to be disclosed.

Example:

Information on the main CA reference for the issuer:
CA type: DSCL - Disclosure (Requirement for holders or beneficial owners to disclose their name, location and holdings of any issue to the issuer).
CA reference: 111111

Information on the linked CA reference for the issuer:
Linked CA type: MRGR – Conversion upon a merger/company takeover
Linked CA reference: 222222

Information on CA references broken down by security type:

Securities type Security code CA reference (DSCL) for the security Linked CA reference (MRGR) for the security
Preferred shares ISIN 1 111111а2 222222а2
Ordinary shares ISIN 2 111111а3 222222а3

where instead of "a" the following shall be used:

  • "S" - for UIT units;
  • "D" - for depositary receipts;
  • "X" - for shares or bonds.

In response to a Request, clients shall disclose information on the securities owners and the persons authorized to exercise the rights attached to the securities ("Part I of the List") by submitting a Form RF005 instruction.

Part I of the List may be submitted as follows:

  • via LUCH, stating the main CA reference for the issuer;
  • via LUCH, stating the individual CA reference for the security;
  • via SWIFT FileAct, stating the individual CA reference for the security.

Where the List is to be drawn up for several different securities, there are the following two options that may be used by clients to disclose information:

  1. either to provide an aggregate List for such different securities for the securities account, stating the main CA reference for the issuer;
  2. or to provide a separate List for each security for the securities account, stating the CA reference for the security (new algorithm).

If the client gives an instruction to register a List, which states the main CA reference, the file must contain information on all securities, as each new instruction replaces the previous one. In contrast, when disclosing information with an individual CA reference for the security, the client may give a separate instruction to register a List for each security.

Information Disclosure via SWIFT

For the purposes of communication with clients in connection with the drawing up of Lists, NSD may use SWIFT. In this case, upon receipt of a request from the registrar/issuer/Bank of Russia, NSD sends, via SWIFT, an ISO 15022 Request (MT 564) to disclose securities owners or persons authorized to exercise rights attached to securities.

An MT 564 message will contain the corporate action type code (DSCL), the unique CA reference for the security, and the linked CA reference where the disclosure request is connected with another corporate action.

To disclose the information requested, clients shall use the SWIFT FileAct store-and-forward service through which they may submit their Lists in the XML format in accordance with NSD's requirements. As soon as NSD processes the List received, NSD will send a report to the client through the SWIFT FileAct store-and-forward service.

The detailed description of the data interchange process between NSD and clients in connection with the drawing up of lists of securities owners is provided in the file below.

Protocol of Data Interchange between NSD and Nominee Holders/Foreign Nominee Holders in Connection with the Drawing up of Lists upon Requests from Registrars/Issuers/Bank of Russia

PLEASE NOTE:

SWIFT cannot be used for the purposes of drawing up lists of securities owners or authorized persons to receive income on bonds registered before 2012.

Signing up for the Service

An information disclosure (DSCL) request (MT 564, ISO 15022 format) will be sent via SWIFT to those clients who have made the relevant settings for instructions 97. Settings are required to be made for each particular account for a GS61S report (Corporate Action Notification (Request)).

МТ 564 (DSCL) Settings Instruction

Format description and an MT 564 (DSCL) example are provided below:

Message definition

Message template

MT 564 Specifications are available in the Electronic Data Interchange section of NSD's web site (ISO Message Specifications for the Purposes of Electronic Data Interchange via SWIFT in Connection with Depository Operations/Clearing Operations/Corporate Actions).

If a Request is sent to a client via SWIFT, the client may respond to NSD either via LUCH, or via SWIFT FileAct. If any changes are to be made in a List submitted earlier, the client has to use either the code "NEWM" to fully replace the earlier List, or the code "AMND" to amend the earlier List with respect to specific owners only.

The requirements to a List where information is disclosed to NSD via SWIFT FileAct are as follows:

Format: Xml
Archiving (zip): Permitted
File name: 20 Latin characters, no spaces (recommended)
SWIFT FileAct service type: store-and-forward

Where Part I of the List is submitted via SWIFT FileAct, the message must contain the following parameters:

Message identifier: seev.xxx.nsd.depo.rf005
RequestType: seev.xxx.nsd.depo.rf005

Lists submitted by clients are validated against the XSD schema, while mandatory fields in the message are validated against NSD's relevant directories.  The XSD schema, its description, and NSD's directories to be used when drawing up a List are available in the Electronic Data Interchange section.

XSD scheme

Zip archive in the section entitled "Specifications of Functional Electronic Documents in the NSD EDI System" /
file "RF005_register_of_shareholders.xsd"

XSD schema description Zip archive in the section entitled "Specifications of Functional Electronic Documents in the NSD EDI System" /
file "RF005_register_of_shareholders.docx"

The table below shows which information must be provided in response to NSD's disclosure requests sent to clients via SWIFT in accordance with the ISO 15022 standard:

Fields and obligation

Field status Description What happens if field is not filled in or filled incorrectly
Obligatory Mandatory fields Details of the securities owner will be removed from the List
Not obligatory

Optional fields

Advisable Recommended fields The client will receive a warning stating that "The field is recommended to be completed"
Not applicable Fields which are not used Details of the securities owner will be removed from the List

Reports will be sent to the client via the same channel through which NSD has received information on securities owners or persons authorized to exercise rights attached to securities. If the client has signed up to receive MT 564 (DSCL) reports (GS61S), he will be additionally provided with an English version of reports via LUCH or SWIFT FileAct.

Reports in English which will be sent to clients following the processing of information received from them:

Report code Name Channel Format Examples of reports in English
GE062 Instruction Verification Report. English version LUCH
SWIFT FileAct
DBF
51 kB
GE001 Report of Instruction Rejection. English version
41 kB
GE070 Report on cancellation of a Client's list of securities owners registered by the Depository. English version
52 kB
GE610 Report on generation of the list / changes to the list of NSD. English version
63 kB

Full list of error codes that are used in the above mentioned reports

If required by applicable laws, in response to a Request, clients shall disclose information on the persons on whose behalf the rights attached to the securities are exercised ("Part II of the List") by submitting an *xls document via the NSD EDI System in the form of an untyped transit electronic document to the registrar, by using the registrar's depository code indicated in the Request. When completing that document, clients must not change the names, arrangement, or quantity of the columns. For the format description of Part II of the List, please see Appendix 5 to the NSD's Guidelines on the Procedure for Interaction between the Depository and Clients in the Course of Performance under the Terms and Conditions of Depository Operations  (Chapter 25) posted on NSD's official web site (Depository documents section).

Transit of Electronic Documents Sent for the Purposes of Compiling a List of Security Holders in Accordance with Article 8.6-1 of the Federal Law "On the Securities Market"

A document containing the list of securities owners shall be issued in the XLS format using Microsoft Excel.

A transit electronic document package containing Part II of the List shall be sent to the relevant recipient, using the 'open envelope' schema and always indicating the subject of the message (in Latin characters, case-sensitive) by applying the following template: <8.6-1>__, or as an attachment to the Transit Electronic Document with Identification Code 5RESTR20 (FREE_FORMAT_MESSAGE_V02).

Foreign nominee holders may send Part II of the List by submitting an *xls document via SWIFT FileAct to NSD for further transmission to the registrar.

Where Part II of the List is submitted via SWIFT FileAct, the message must contain the following parameters:

  • Message Identifier: seev.xxx.nsd.hnd.rf0052
  • RequestType:seev.xxx.nsd.hnd.rf0052

The timeframe within which clients should submit the List depends on the ground on which the List is to be drawn up and may not exceed 12 business days.

An ISO 20022 Notification will be sent by NSD to clients for the purpose of drawing up a list of persons entitled to participate in general meetings of securities holders where resolutions to convene such meetings were passed on or after 1 July 2016. However, it is still possible to vote at a meeting electronically through the chain of nominee holders (e-proxy voting).  In a response to a Notification, clients shall send to NSD documents using the ISO 2022 or ISO 15022 format. In this case, data interchange shall be performed in accordance with the Rules of Interaction with NSD in the Course of Corporate Information Sharing, Corporate Actions Processing and Other Transactions (Appendix 5 to the Procedure for Interaction between the Depository and Clients):

Depository documents

The description of the process of drawing up a list of persons entitled to participate in general meetings of securities holders is available in the "Services" section of NSD's web site:

General meetings

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