General Meetings of Bondholders

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General Information

Stages of a General Meeting of Bondholders (meeting in absentia)

Stage 1

The meeting is initiated either by the issuer or upon request of a bondholder representative or by holder(s) of at least 10% of the outstanding bonds

Stage 2

The issuer provides materials for the meeting, and NSD delivers those materials to its clients

Stage 3

A list of holders of record is compiled, and voting takes place

Stage 4

Meeting wrap-up

Preparation for a Meeting by the Customer

As part of preparations for the meeting, the customer (the issuer or the person(s) requesting the convocation of the meeting and authorized to hold the meeting) must:

decide on following

format of the meeting (meeting in absentia);
date of the meeting (deadline for submission of voting ballots);
meeting agenda;
method of notification of bondholders of the meeting;
voting ballot form; and
list of information (materials) to be provided to the bondholders as part of the preparation for the meeting, and a method of the provision of such information (materials);

appoint

the chairperson of the meeting

enter into

an agreement with NSD to provide services for conducting the General Meeting of Bondholders, by formally adhering to NSD’s standard agreement

To adhere to the agreement, the customer must submit to NSD

Information Exchange

Interaction between the customer and NSD occurs through NSD’s Electronic Data Interchange System (EDI), in compliance with the Services Agreement and CA Rules. All documents are exchanged electronically in ISO-compliant format via the folloing web channels:

Схема

20 kB

This process does not apply to the transmission of the Meeting Notice.

The customer delivers the following to NSD no later than 10 business days before the meeting date

Compiling a List of Holders of Record

List of persons entitled to participate in the general meeting of bondholders

The list of eligible voters is prepared by NSD as of the record date (T-8), where T is the final deadline for ballot submission

List of persons entitled to participate in the meeting

The list is finalised before or on the day of the deadline for submitting ballots

List of persons entitled to participate in the meeting

It is compiled based on NSD’s records and ISO-format notifications received from Clients

Only those persons who are entitled to attend the meeting may be put on the list.

NSD has the right 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, as a result of which the list compiled by NSD may reflect only a portion of the issue

NSD sends the list to the customer on the next business day after the date when it is compiled

But in any event no later than the date immediately next to the deadline date for submission of voting ballots The list is provided in electronic format

Voting and Methods of Participation

After the date determining entitlement to participate in the meeting and until the deadline for receipt of ballots (inclusive):

Схема голосования через направление бюллетеня в бумажном виде или с помощью E-proxy voting

36 kB

The customer delivers completed ballots to NSD as received, but no later than 12:00 Moscow time on the next business day following the ballot submission deadline, under a certificate of delivery and acceptance.

Meeting Wrap-Up

NSD acts as vote counting commission at the meeting.
NSD acts as meeting secretary, provided that no bondholder representative was designated for the bond issue in question, or NSD has been appointed by the bondholder representative to act as meeting secretary.
No later than one business day after the deadline date for submission of voting ballots, NSD issues a voting results protocol signed by NSD's employees authorized to perform the functions of a vote counting commission.
Where NSD acts as meeting secretary, NSD, in such capacity, issues and signs minutes of the meeting (no later than one business day after the deadline date for submission of voting ballots) and a voting results report.
The customer accepts the documents referred to above under a certificate of delivery and acceptance.

Helpful Information

Инструкция по заполнению КД BMET

610 kB

Порядок оказания НРД услуг по проведению общего собрания владельцев облигаций (ОСВО)

673 kB

Documents

Sets of documents submitted to the NSD for conducting the general meeting of bondholders on various agenda items:

On consent to the issuer making changes to the decision on the issue of bonds and (or) to the bond prospectus related to the scope of rights attached to the bonds and (or) the procedure for their exercise

On waiving the right to demand early redemption or purchase of the bonds if such right arises for bondholders

On waiving the right to make a claim against the party providing security for the issuer’s bonds, including the right to enforce claims against the collateral assets, if such right arises for bondholders

On consent to conclude, on behalf of bondholders, an agreement to discharge obligations under the bonds through compromise payment or novation, and to approve the terms and conditions of such agreement

On waiving the right to bring a claim against the bond issuer and/or the party providing security for the issuer’s bonds, including a claim seeking to declare such parties bankrupt

On granting the bondholder representative the authority to independently decide on consent to amendments to the issue decision and/or the bond prospectus, relating to the scope of bondholders’ rights and/or the manner in which those rights are exercised

On the election of a bondholder representative, including in replacement of a representative previously appointed by the issuer or previously elected by a General Meeting of Bondholders

On exercising the right to bring a claim against the bond issuer and/or the party providing security for the issuer’s bonds, including a claim seeking to declare such parties bankrupt

For other issues stipulated by the Federal Law of 22 April 1996 No. 39-FZ "On the Securities Market" or the bond issue decision

Any questions? Contact us

Issuer Relations Department

+7 495 232-05-27
bonds@nsd.ru

Customer Support

Service Connection Issues+7 495 956-27-90

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Non-bank credit institution joint-stock company National Settlement Depository (NKO JSC NSD) is the central securities depository of the Russian Federation. The status of the central securities depository was assigned by the Russian Federal Financial Markets Service by its order No. 12-2761/PZ-I dated November 6, 2012. License No. 045-12042-000100 dated February 19, 2009 for a professional participant in the securities market to carry out depository operations, issued by the Russian Federal Financial Markets Service. License No. 3294 for banking operations, issued on August 4, 2016 by the Bank of Russia. License No. 045-00004-000010 dated December 20, 2012 for clearing operations, issued by the Russian Federal Financial Markets Service. License No. 045-01 dated December 28, 2016, for repository operations, issued by the Bank of Russia. Location: Moscow, Spartakovskaya Street, Building 12. Personal data processing on the website is carried out in accordance with "Personal Data Processing Policy". By continuing to work on the website, you hereby confirm that you have read the Personal Data Processing Policy of JSC NSD, give your consent to JSC NSD to process your personal data in accordance with the terms of this policy, and also give your consent to the automated processing of your personal data (cookies, information about the actions you perform on the website, information about the devices used for this, date and time of the session), including using the Yandex.Metrica metric programs, by performing the following actions: collection, recording, systematization, accumulation, storage, clarification (updating, modification), retrieval, use, blocking, deletion, destruction, transfer (provision, access) to third parties providing JSC NSD with the service using metric programs. Data is processed to improve the website, enhance NSD's products and services, identify user preferences, and provide targeted information on NSD's products and services. This consent is valid from the moment it is provided and for the entire period of use of the website. If you refuse data processing by metric programs, you are informed of the need to stop using the website or disable cookies in your browser settings.