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2021-04-23-listing-rules

Document title

Registration/Circulation

Filing format

1.

Application for the listing of Exchange-registered RDR or for a change in the listing level (via the IPA)

issue registration and circulation

  • Document with ES via the IPA

or

  • on paper

  • electronically, IPA form

2.

Security Questionnaire (via the IPA)

issue registration and circulation

  • Document with ES via the IPA

or

  • on paper

  • electronically, IPA form

3.

Documents evidencing the powers of the signatory to the Application, the Questionnaire, and/or executed agreement, including a consent to personal data processing (standard from) in accordance with the requirements of Annex A to these Rules

issue registration and circulation

  • Document with ES via the IPA

or

  • on paper

  • electronically as a pdf. file via the IPA

4.

The decision to issue Exchange-registered RDRs, in the form prescribed by a Bank of Russia regulation (3 copies)


or


A copy of the decision to issue Exchange-registered RDRs as subsequently amended

issue registration
circulation
(in respect of Exchange-registered RDR not previously placed via the Exchange)

  • Document with ES via the IPA

or

  • on paper

  • electronically via the IPA




  • Document with ES via the IPA

or

  • Electronically via the IPA

5.

1) A Russian Depositary Receipts prospectus in the form prescribed by the Bank of Russia regulation, (3 copies);
2) A copy of (extract from) minutes of the meeting of the issuer's competent governance body (order, directive, or another document issued by an authorised officer), that approved the Exchange-registered RDRs prospectus, with an indication, if such decision was made by the collegiate governance body, to the quorum and the voting results in favour of approval (in events that the Exchange-registered RDRs prospectus is submitted)
(for the registration of Exchange-registered RDRs accompanied by their prospectus preparation and registration)
or
1) Issuer's certificate of conformity with one of the conditions referred to in Clause 1 Article 22 of the Securities Market Law if registration of Exchange-registered RDRs issue is not accompanied by preparation and registration of their prospectus);
2) A document with terms and conditions for the Exchange-registered RDRs placement (if registration of Exchange-registered RDRs issue is not accompanied by preparation and registration of their prospectus);


or


1) Notice of the Exchange-registered RDRs prospectus preparation, in the form prescribed by a Bank of Russia regulation (as referred to Clause 2 Article 22 of the Securities Market Law)
2) The issuer's certificate that the registration of the Exchange-registered RDRs prospectus is not needed, and confirming compliance with one of provisions in Article 22, Clause 1, of the Securities Market Law, whereby the registration of the issue of exchange-registered RDRs should not be accompanied by the preparation and registration of their prospectus
(where the issue of exchange-registered RDRs shall be registered, those including under the exchange-registered RDRs program not accompanied by preparation and registration of exchange-registered RDRs prospectus)
or


A copy of the Exchange-registered RDRs prospectus as subsequently amended

t

  • Document with ES via the IPA

or

  • on paper

  • electronically via the IPA

6.

A copy of the charter (constitutional documents) of the depositary that acts as the issuer of Russian Depositary Receipts, in the currently applicable version, with all changes and/or extensions made thereto

issue registration

  • Document with ES via the IPA

or

  • on paper

  • electronically via the IPA

7.

A copy of (extract from) minutes of the meeting of the issuer's competent governance body (order, directive, or another document issued by an authorised officer) that approved the decision to issue the Russian Depositary Receipts, with an indication, if the decision to issue the Russian Depositary Receipts was made by the collegiate governance body, to the quorum and the voting results

issue registration

  • Document with ES via the IPA

or

  • on paper

8.

A document with details of issuing depositary’s capital measurement and units of measure. This document shall be issued according to accounting (financial) statements of the issuing depositary in respect of the latest complete reporting period comprising of three, six or nine months of the reporting (current) year preceding the date of submitting the documents to register an issue of Exchange-registered RDRs. The document shall be signed by the person holding the position (performing the functions) of the CEO of the issuing depositary or by a person authorised so.

issue registration

  • Document with ES via the IPA

or

  • on paper

9.

A document evidencing that the depositary that acts as the issuer of Russian Depositary Receipts has an account with the registrar of the rights to the underlying securities.

issue registration

  • Document with ES via the IPA

or

  • on paper

10.

A document evidencing that the account in the name of the depositary that acts as the issuer of Russian Depositary Receipts is opened with the registrar of the rights to the underlying securities for such depositary as a person acting in the interests of others.


or


A letter evidencing the undertaking of the depositary that acts as the issuer of Russian Depositary Receipts to use the account opened in its name with the registrar of the rights to the underlying securities for such depositary only for keeping record of the rights to the underlying securities as a person acting in the interests of others

issue registration
where the registrar of the rights to the underlying securities does not provide for the identification of accounts opened in the name of persons acting in the interests of others.

  • Document with ES via the IPA

or

  • on paper

11.

A document evidencing that the underlying securities were listed on a foreign exchange included in the schedule approved in accordance with Clause 4 Article 27.5-3 of the Securities Market Law, if the issuer of the underlying securities did not assume obligations to the holders of the Russian Depositary Receipts

issue registration



  • Document with ES via the IPA

or
on paper

12.

An agreement for the provision of appropriate listing services as envisaged in these Rules (2 copies) (also possible via the IPA)

issue registration

  • Document with ES via the IPA

or

  • on paper

13.

A copy of the notice from the exchange confirming admission of the Exchange-registered RDR to trading in the course of placement and registration

circulation
(in respect of Exchange-registered RDR not previously placed via the Exchange)

  • Document with ES via the IPA

or

  • on paper

14.

Report on correcting all discrepancies identified in the course of pre-listing (unless three months from the date of Exchange’s notice of discrepancies identified during prelisting procedures are expired)

Issue registration

  • Document with ES via the IPA

or

  • on paper

  • electronically via the IPA

15.

Other documents (information) necessary for the listing of the securities (as requested by the Exchange)

issue registration and circulation

upon request:

  • Document with ES via the IPA

or

  • on paper

  • electronically



Notes:



  1. In connection with security placement, the paper-based Security Questionnaire may be filed separately from the main set of documents, but not later than by 10.00 a.m. (Moscow time) on the 1st working day preceding the placement start date.

  2. Upon any change in the information contained in the Security Questionnaire, the issuer shall notify the Exchange in writing of such changes and shall re-submit an updated Questionnaire in an electronic form within 10 working days from the date of the coming into force of such changes.

  3. If the issuer files an Application for the listing (or changing the listing level) of securities and for the registration of an issue of RDRs, it shall not be necessary to re-submit any earlier provided documents, except where changes and/or additions were made to such documents.

  4. It shall not be necessary to file an agreement for the provision of respective listing services referred to in the Rules if there exists an earlier executed contract for such services.

  5. The document referred to in Clause 9 shall be issued by the registrar of the rights to the underlying securities and meeting criteria set in Clause 3 Article 27.5-3 of the Securities Market Law, and shall be filed in the Russian language or as a properly certified Russian translation of such document.

  6. If the document referred to in Clause 10 hereof is issued by the registrar of the rights to the underlying securities, it shall be filed in the Russian language or as a properly certified Russian translation of such document.

  7. The document referred to in Clause 11 hereof shall be filed in the Russian language or as a properly certified Russian translation of such document. Such document may be issued (provided) by the depositary acting as the issuer of the Russian Depositary Receipts.



Pre-consideration of documents in accordance with Clause 7.1 hereof:

  1. The documents (draft documents) shall be submitted for pre-consideration electronically via the Issuer’s Personal Account on the website of the Exchange, except for the relevant agreements are originally submitted.

  2. The agreements for listing services/pre-consideration of documents for listing securities on paper in two copies or a document with ES via the IPA (there is an option to produce a document via the IPA).

  3. If the Issuer submits an Application for documents pre-consideration for the listing, it shall not be necessary to re-submit any earlier provided documents.



1.14. In relation to Exchange-registered RDR (in connection with the registration of changes to the decision to issue, and/or to the prospectus of Exchange-registered RDRs):




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