General Meetings of Bondholders

Stages of a general meeting of bondholders (meeting in absentia):

  • A meeting is convened (either by the issuer, or upon request by the bondholder representative, or upon request by a holder(s) of at least 10 per cent of the outstanding bonds).
  • The issuer provides materials for the meeting, and NSD delivers those materials to its clients.
  • A list of holders of record is compiled, and voting takes place.
  • 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):

  • Determines the 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);
  • Designates a person to preside over the meeting;
  • Enters into a Services Agreement for Holding a General Meeting of Bondholders with NSD.

Data interchange

  • NSD and the customer maintain data interchange via the NSD EDI System in accordance with the EDI Agreement and subject to the Services Agreement and the CA Rules, by interchanging electronic documents in ISO formats using the following Web-channels:

    * not applicable to a Notice of Meeting

  • No later than ten (10) business days before the meeting date, the customer sends the following to NSD:
    • * A Notice of Meeting in the form of an electronic document via the NSD EDI System, using Luch software.
    • Materials for the meeting:
      • A meeting announcement that may contain:
      • information regarding the convocation of the meeting;
      • information to be provided to the persons entitled to participate in the meeting;
      • a voting ballot (recommended form); and
      • information from the voting ballot (wordings of the resolutions for the meeting agenda items, which are to be sent in electronic format to the nominee holders of bonds).

Compiling a list of holders of record

  • A list of persons entitled to participate in the general meeting of bondholders is compiled by NSD as at the record date T-8*.
  • The list of persons entitled to participate in the meeting is compiled by no later than the deadline date for submission of voting ballots.
  • The list of persons entitled to participate in the meeting is compiled on the basis of NSD's records and ISO messages received from NSD's clients.
  • Only those persons who are entitled to participate in 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.

    * T is the deadline date for submission of voting ballots.

Voting and methods of participation

After the date as at which the list of persons entitled to participate in the meeting is compiled and no later than the deadline date for delivery of voting ballots:

The customer hands completed voting ballots over to NSD as soon as the customer receives them, but no later than 12:00 am (midday, Moscow time) of the business day next to the deadline date for submission of voting ballots. The voting ballots are handed over to NSD on the basis of a handover certificate.

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 handover certificate.
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