NSD acts as a corporate information center.
In accordance with Article 30.3 of the Federal Law No. 39-FZ of 22 April 1996 "On the Securities Market" (hereinafter referred to as the "Securities Market Law"), the Issuer is obliged to provide the central securities depository with information relating to the exercise of rights attached to securities:
if the CSD has a personal CSD nominee account in the Issuer’s register of security holders;
if the CSD is the entity responsible for mandatory centralised safekeeping / centralised recordkeeping of ownership in respect of the Issuer’s bonds.
The list of such information, as well as the procedure and deadlines for its submission, are established by the Bank of Russia Regulation No. 751-P of 11 January 2021 "On the List of Information Associated with the Exercise of Issue-grade Securities Rights and Provided by Issuers to the Central Depository, the Procedure and Timeframes for Its Provision, and on Requirements for the Procedure for the Central Depository to Give Access to Such Information", which entered into force on 1 October 2021.
An Issuer, in whose register of security holders a personal account of the central securities depository's nominee holder is opened, may provide information in accordance with Regulation No. 751-P.
Information related to the exercise of rights under securities must be submitted to the central securities depository in Russian and may additionally be provided in one or more foreign languages.
Where identification characteristics of securities are required, such characteristics shall mean:
type;
category (type);
form;
series of securities;
state registration number of the issue (or additional issue) and the date of state registration (identification number of the issue (or additional issue) and the date of its assignment);
international securities identification code (ISIN).
By submitting to the CSD information that is required to be disclosed by the Issuer under Russian legislation, the Issuer confirms that all actions prescribed by Russian legislation on joint-stock companies and the securities market have been taken with respect to such information.
In accordance with Regulation No. 751-P, information related to the exercise of rights under securities shall be submitted to the CSD by the Issuer or its authorised representative in electronic form (as an electronic document).
This table sets out the List of Information to Be Provided and the Procedure for Submission to NSD. For certain information blocks, submission must be made using approved forms in accordance with the Rules for Interaction with NSD on the Exchange of Corporate Information, Conduct of Corporate Actions and Other Operations (hereinafter referred to as the "Corporate Actions Rules").
Where NSD receives information in the form of an ISO 20022 document, such information related to the exercise of rights under securities shall be recognised as provided in accordance with Article 30.3 of the Securities Market Law, provided that the relevant field in the electronic document contains the specific code of the relevant paragraph of Regulation No. 751-P.
When submitting a Meeting Notification (MN) message, the specific paragraph code of Regulation No. 751-P must be indicated in the tag:
MeetingNotification/Document/MtgNtfctn/Xtnsn/XtnsnEnvlp/XtnsnDt/SbLwsInPlc/SbrdntLwsInPlcCd.
When submitting a Meeting Result Dissemination (MRD) message, the specific paragraph code of Regulation No. 751-P must be indicated in the tag:
MeetingResultDissemination/Document/MtgRsltDssmntn/Xtnsn/XtnsnEnvlp/XtnsnDt/SbLwsInPlc/SbrdntLwsInPlcCd.
When submitting a Meeting Cancellation (MC) message, the specific paragraph code of Regulation No. 751-P must be indicated in the tag:
MeetingCancellation/Document/MtgCxl/Xtnsn/XtnsnEnvlp/XtnsnDt/SbLwsInPlc/SbrdntLwsInPlcCd.
When submitting a Corporate Action Notification (CANO) message, the specific paragraph code of Regulation No. 751-P must be indicated in the tag:
CorporateActionNotification/Document/CorpActnNtfctn/SplmtryData/Envlp/XtnsnDt/RgltrRprtng/SbLwsInPlc/SbrdntLwsInPlcCd.
Where NSD receives information not in the form of an ISO 20022 message, information related to the exercise of rights under securities shall be recognised as provided in accordance with Article 30.3 of the Securities Market Law, provided that the paragraph number is indicated in the additional attachment of the relevant form used for submission to NSD.
Issuers of bonds subject to mandatory centralised safekeeping or centralised recordkeeping of rights may submit information to NSD directly or through an authorised party, which may be the Register Holder (the entity responsible for maintaining the register of security holders) or an Information Agent.
1) If information is submitted directly to NSD, the Issuer must use the formats and rules for electronic interaction established by NSD.
Electronic document exchange between the Parties is conducted via NSD Electronic Data Interchange (EDI) System, using communication channels and electronic addresses determined by the Parties in accordance with NSD EDI Rules. Detailed connection instructions are provided in the section Connection to NSD EDI via EDS.
In accordance with paragraph 40.9 of the Corporate Actions Rules, information related to the exercise of rights under bonds, received by NSD from the Issuer in compliance with the Rules as part of the corporate actions and in fulfilment of Article 8.9 of the Securities Market Law, shall also be recognised (disclosed) as information provided under Article 30.3 of the Securities Market Law, provided that the relevant code of the paragraph of Regulation No. 751-P is indicated: in the corresponding field of the ISO 20022 document; or
in the additional attachment when submitting a document not in ISO 20022 format.
Issuers of bonds subject to mandatory centralised safekeeping or centralised recordkeeping of rights, in addition to providing information under Regulation No. 751-P, must continue to submit information to NSD in accordance with the Issuance Account Agreement and Article 8.9 of the Securities Market Law.
2)Information regarding bonds subject to mandatory centralised safekeeping or centralised recordkeeping of rights may also be submitted to NSD by the Issuer through an authorised party — the Register Holder. Upon receipt of information from the Issuer, the Register Holder submits it to NSD. The contractual relationship between the Issuer and the Register Holder is regulated by the parties at their discretion. The Issuer must provide NSD with a Notification of Provision of Information Related to the Exercise of Rights under Bonds, completed in accordance with Annex No. 4 to the Corporate Actions Rules.
In accordance with paragraph 40.6 of the Corporate Actions Rules, the Register Holder shall submit information related to the exercise of rights under securities, indicating: the code of the paragraph of Regulation No. 751-P (when submitting an ISO 20022 document); or
the paragraph number (in the additional attachment, when submitting a document not in ISO 20022 format), on the basis of which the information is submitted.
3) Information regarding bonds subject to mandatory centralised safekeeping or centralised recordkeeping of rights may also be submitted to NSD by the Issuer through an authorised party — the Information Agent. Upon receipt of information from the Issuer, the Information Agent submits it to NSD. The contractual relationship between the Issuer and the Information Agent is regulated by the parties at their discretion.
In accordance with paragraph 40.7 of the Corporate Actions Rules, the Information Agent shall submit information related to the exercise of rights under securities, indicating in the relevant field of the ISO 20022 document the code of the paragraph of Regulation No. 751-P on the basis of which the information is submitted.
Where the Register Holder and/or Information Agent acts on behalf of the Issuer in providing information related to the exercise of rights under securities, such party must obtain all necessary authorisations and cease the exchange of such information immediately upon termination of the previously granted authority.
In accordance with paragraph 40.11 of the Corporate Actions Rules, information received by NSD from the Register Holder and/or Information Agent under Article 30.3 of the Securities Market Law shall not be recognised as information required to be submitted by the Issuer under the Corporate Actions Rules in connection with corporate actions or compliance with Article 8.9 of the Securities Market Law.
In accordance with paragraph 40.14 of the Corporate Actions Rules, in the event of a need to amend previously submitted information — due to the identification of inaccurate, incomplete, or unreliable data, or due to a decision by the Issuer’s governing body to change a previously adopted decision — the Issuer, Register Holder, or Information Agent shall submit the amended information to NSD, mandatory indicating the paragraph number or code (2.3, 2.4) of Regulation No. 751-P in the relevant field of the submitted document.
Issuers of shares and bonds with rights recorded in the register may submit information to NSD via the following methods:
1) Information regarding shares and bonds with rights recorded in the register is submitted by the Issuer to the Register Holder — the entity responsible for maintaining the register of security holders. Upon receipt of information from the Issuer, the Register Holder submits it to NSD. The contractual relationship between the Issuer and the Register Holder is regulated by the parties at their discretion.
This method of information submission enables the Issuer to simultaneously fulfil its obligations under Article 8.9 of the Securities Market Law, which requires the Issuer to provide information and materials prescribed by federal laws — including information on corporate actions — to the nominal holder through the Register Holder.
In accordance with paragraph 40.8 of the Corporate Actions Rules, information related to the exercise of rights under shares and bonds with rights recorded in the register, received by NSD from the Register Holder in the context of corporate actions and compliance with Article 8.9 of the Securities Market Law, shall also be recognised (disclosed) as information provided under Article 30.3 of the Securities Market Law, provided that: the code of the paragraph of Regulation No. 751-P is indicated in the relevant field of the ISO 20022 document; or the paragraph number is included in the additional attachment when submitting a document not in ISO 20022 format, on the basis of which the information is submitted.
2) The Issuer may also submit information regarding shares and bonds with rights recorded in the register directly to NSD via NSD EDI System.
In accordance with paragraph 40.10 of the Corporate Actions Rules, information related to the exercise of rights under shares and bonds with rights recorded in the register, received by NSD from the Issuer under Article 30.3 of the Securities Market Law, shall not be recognised (disclosed) as information that must be provided by the Register Holder under the Corporate Actions Rules in the context of corporate actions or compliance with Article 8.9 of the Securities Market Law.
3) The Issuer may also submit information regarding shares and bonds with rights recorded in the register to NSD through an authorised party which may be the Information Agent. Upon receipt of information from the Issuer, the Information Agent submits it to NSD. The contractual relationship between the Issuer and the Information Agent is regulated by the parties at their discretion.
In accordance with paragraph 40.10 of the Corporate Actions Rules, information related to the exercise of rights under shares and bonds with rights recorded in the register, received by NSD from the Information Agent under Article 30.3 of the Securities Market Law, shall not be recognised (disclosed) as information that must be provided by the Register Holder under the Corporate Actions Rules in the context of corporate actions or compliance with Article 8.9 of the Securities Market Law.
Where the Register Holder and/or Information Agent acts on behalf of the Issuer in providing information related to the exercise of rights under securities, such party must obtain all necessary authorisations and cease the exchange of such information immediately upon termination of the previously granted authority.
In accordance with paragraph 40.14 of the Corporate Actions Rules, in the event of a need to amend previously submitted information — due to the identification of inaccurate, incomplete, or unreliable data, or due to a decision by the Issuer’s governing body to change a previously adopted decision — the Issuer, Register Holder, or Information Agent shall submit the amended information to NSD, mandatory indicating the paragraph number or code (2.3, 2.4) of Regulation No. 751-P in the relevant field of the submitted document.
In the case of cancellation of a general meeting — upon identification of inaccurate, incomplete, and/or unreliable information previously submitted (paragraph 2.3 of Regulation No. 751-P), or upon adoption by the Issuer’s governing body of a decision modifying a previously adopted decision (paragraph 2.4 of Regulation No. 751-P) — the Issuer and/or Information Agent shall submit amended information to NSD (in accordance with Article 30.3 of the Securities Market Law) in the manner prescribed in Chapter 40 of the Corporate Actions Rules, including mandatory indication of the relevant paragraph code (2.3 or 2.4 of Regulation No. 751-P) in the designated field of the submitted document, and specifying 'Meeting Cancellation' in the field designated for additional information.
Interaction between a non-resident issuer and NSD is conducted via NSD EDI System using ISO 20022 messages, FREE_FORMAT_MESSAGE_V02 format documents, or
unstructured electronic documents. The specific type of electronic document used, as well as the requirement for additional attachments in .doc or .pdf format, is determined by the List of Information to Be Provided and Procedure for Submission to NSD.
Rules for Completing Forms
In the case of correcting previously submitted information or changing a decision of the Issuer’s governing body, the correcting message must indicate:
The paragraph(s) of Regulation No. 751-P from the original message + paragraph 2.3 (in case of correction of an error);
The paragraph(s) of Regulation No. 751-P from the original message + paragraph 2.4 (in case of a change in the Issuer’s governing body’s decision).
In an ISO 20022 message, the Additional Information field must include the following:
If submitting information under paragraph 2.3 of Regulation No. 751-P: a brief description of the changes made;
If submitting information under paragraph 2.4 of Regulation No. 751-P: the date of the decision; the name of the Issuer’s governing body that adopted the decision; the date and number of the protocol of the meeting (if adopted by a collegiate body); the wording of the decision; a brief description of the changes to the content of the previously adopted decision.
Information under Chapter 14 is provided in relation to bonds for which the rules of Articles 7.1 and 8.7 of the Securities Market Law do not apply.
Information blocks in forms must be completed upon the occurrence of a specific event, in accordance with the requirements of the relevant paragraphs of Regulation No. 751-P.
For forms 7.12, 12.4, 12.6, 14.2, 14.4, 16.2, 17.2, 20.2–20.22, all fields must be fully completed and submitted to NSD.
Form 4 must be completed when submitting: information on decisions adopted by the general meeting of shareholders;
information on the results of voting at the general meeting of shareholders (paragraph 4.4); information on the declaration of a general meeting of shareholders as failed (paragraph 4.6). Form 4 is NOT SUBMITTED and NOT PROCESSED by NSD when providing information on the convening of a general meeting of shareholders under paragraph 4.2 of Regulation No. 751-P.
When submitting information under Chapter 15 of Regulation No. 751-P, the forms are NOT SUBMITTED and NOT PROCESSED by NSD.
For forms 5, 7, 8, 9, 10, 11, and 19, information is completed in multiple stages.
On the first submission of forms 5, 7–11, and 19:
General document information must be entered in the fields highlighted in blue: Outgoing document number; document creation date; full name and INN of the Issuer; email and phone of the Issuer’s contact person; paragraph of Regulation No. 751-P on which the submission is based; and others.
The relevant information block corresponding to the paragraph of Regulation No. 751-P must be completed. On each subsequent submission of forms 5, 7–11, and 19:
Previously entered information remains unchanged, except for the field "Paragraph of Regulation No. 751-P on which the submission is based".
The relevant information block corresponding to the paragraph of Regulation No. 751-P must be completed.
The field "Paragraph of Regulation No. 751-P on which the submission is based" must be updated each time to reflect the new information being added.
For forms 14, 17, and 16.2, in the field "Amount of funds payable per bond", the amounts must be specified separately: coupon payment;
percentage of the nominal value and nominal value in the currency of payment.
Rules for Completing Forms
In the case of correcting previously submitted information or changing a decision of the Issuer’s governing body, the correcting message must indicate:
The paragraph(s) of Regulation No. 751-P from the original message + paragraph 2.3 (in case of correction of an error);
The paragraph(s) of Regulation No. 751-P from the original message + paragraph 2.4 (in case of a change in the Issuer’s governing body’s decision).
In an ISO 20022 message, the Additional Information field must include the following:
If submitting information under paragraph 2.3 of Regulation No. 751-P: a brief description of the changes made;
If submitting information under paragraph 2.4 of Regulation No. 751-P: the date of the decision; the name of the Issuer’s governing body that adopted the decision; the date and number of the protocol of the meeting (if adopted by a collegiate body); the wording of the decision; a brief description of the changes to the content of the previously adopted decision.
Information under Chapter 14 is provided in relation to bonds for which the rules of Articles 7.1 and 8.7 of the Securities Market Law do not apply.
Information blocks in forms must be completed upon the occurrence of a specific event, in accordance with the requirements of the relevant paragraphs of Regulation No. 751-P.
For forms 7.12, 12.4, 12.6, 14.2, 14.4, 16.2, 17.2, 20.2–20.22, all fields must be fully completed and submitted to NSD.
6. Form 4 must be completed when submitting: information on decisions adopted by the general meeting of shareholders;
information on the results of voting at the general meeting of shareholders (paragraph 4.4); information on the declaration of a general meeting of shareholders as failed (paragraph 4.6). Form 4 is NOT SUBMITTED and NOT PROCESSED by NSD when providing information on the convening of a general meeting of shareholders under paragraph 4.2 of Regulation No. 751-P.
When submitting information under Chapter 15 of Regulation No. 751-P, the forms are NOT SUBMITTED and NOT PROCESSED by NSD.
For forms 5, 7, 8, 9, 10, 11, and 19, information is completed in multiple stages.
On the first submission of forms 5, 7–11, and 19:
• General document information must be entered in the fields highlighted in blue: Outgoing document number; document creation date; full name and INN of the Issuer; email and phone of the Issuer’s contact person; paragraph of Regulation No. 751-P on which the submission is based; and others.
The relevant information block corresponding to the paragraph of Regulation No. 751-P must be completed. On each subsequent submission of forms 5, 7–11, and 19:
Previously entered information remains unchanged, except for the field "Paragraph of Regulation No. 751-P on which the submission is based".
The relevant information block corresponding to the paragraph of Regulation No. 751-P must be completed.
The field "Paragraph of Regulation No. 751-P on which the submission is based" must be updated each time to reflect the new information being added.
For forms 14, 17, and 16.2, in the field "Amount of funds payable per bond", the amounts must be specified separately: coupon payment;
percentage of the nominal value and nominal value in the currency of payment.