Listingrule s

Requirements applicable in connection with inclusion:

№	Conditions to the inclusion in:	Level One	Level Two
1.	Scope of issue (each issue within the bond program) ^1	At least RUB 2 billion	At least RUB 500 million
2.	Par value of a bond	Does not exceed RUB 50,000 or 1,000 monetary units if the security par value is denominated in a foreign currency	Does not exceed RUB 50,000 or 1,000 monetary units if the security par value is denominated in a foreign currency
3.	Period of existence^2 of the issuer or the surety (guarantor) (if any)^3	At least 3 years	At least 1 year, or at least three months in the event that there is a surety (guarantor) with the period of existence minimum 1 year
4.	Issuance and disclosure (publication) of consolidated financial statements (and if none is available, standalone financial statements), accompanied by auditor's opinion confirming its accuracy^4	In respect of 3 complete years preceding the date of inclusion of the bonds in Level 1 Where the obligations on the bonds are covered by a suretyship or an independent guarantee, a provision for including bonds of Russian issuers in Level 1 shall be issuance and disclosure (publication) of annual consolidated statements (or, where it is not applicable, standalone financial statements) both by the issuer and the surety (guarantor) in accordance with timeframes prescribed for disclosure (publication) of the issuer’s financial statements (except where a constituent entity of the Russian Federation or a municipality acts as such surety).	Issuer’s financial statements in respect of 1 complete year preceding the date of inclusion of the bonds in Level Two, or if there is a surety (guarantor) as described in item 3 herein, surety's (guarantor's) financial statements in respect of 1 complete year, preceding the date of inclusion of the bonds in Level Two (if the existence period of the issuer is less than 1 year). The surety (guarantor), including a foreign legal entity, shall disclose (publish) its financial statements within the time frames prescribed for the disclosure of such statements by the issuer.
5.	Absence of issuer's default	Issuer's default did not take place, or at least 3 years passed from the cessation of the circumstances in relation to which the issuer's default took place	Issuer's default did not take place, or at least 2 years passed from the cessation of the circumstances in relation to which the issuer's default took place
6.	The issuer (or the bonds issue) or the surety (guarantor) have a certain credit rating^6	The rating level is equal to or greater than that set by the Exchange. The credit rating requirements in relation to the surety (guarantor) is applied provided that the amount of the collateral posted shall not be less than the sum total of the par value of all bonds within the issue (additional issue) being listed, and the aggregate coupon yield on such bonds	The rating level is equal to or greater than that set by the Exchange. The credit rating requirements in relation to the surety (guarantor) is applied provided that the amount of the collateral posted shall not be less than the sum total of the par value of all bonds within the issue (additional issue) being listed, and the aggregate coupon yield on such bonds
7.	Compliance with the requirements to corporate governance	The requirements are set out in Clause 2.20 of this Annex	Not applicable
8.	The issuer appointed the bondholders' representative^8	No additional conditions apply	Applies in relation to unsecured bonds (additional bond issues) during placement/circulation^8

1. The bond issue volume shall be calculated as a product of the number of securities placed (or to be placed) by the par value of the bond (hereinafter and before, the issue volume).

2. 
   For the purposes of determining the period of existence of the issuer or the suretyship (guarantor), the period of existence of the legal entity that was reorganised into the issuer or the surety (guarantor) is also included.
   

3. 
   The issuer's existence period condition shall not apply if bonds are backed with collateral.
   

The amount of the collateral provided shall be not less than the sum total of the par values of all bonds within the bond issue (additional issue) being listed in the quotation list and the aggregate coupon income on such bonds, in particular if the terms and conditions set out in the decision to effect issue (additional issue) of bonds allow for their early redemption if so requested by their holders.
The condition for the application of the 3-months minimum issuer existence if there exists a surety (guarantor) that has been in existence for at least 1 year, as provided for Level Two, applies only if there exists an agreement/contract between the issue and such surety (guarantor) and/or entities affiliated with the guarantor (companies part of the same holding (group of companies)) whereby the proceeds of the issuer bonds placement are passed over to the surety (guarantor) and/or entities affiliated with the guarantor (companies part of the same holding (group of companies)), or if similar provisions are present in the securities issue documentation.

4. 
   In relation to a surety (guarantor) that is a foreign legal entity, a provision to produce and disclose (publish) audited statements (line 4) shall apply to the statements prepared in accordance with IFRS or other internationally recognised rules different from the IFRS. In the case of issuer (surety, guarantor) reorganisation, a provision to produce and disclose (publish) audited statements shall apply starting with the financial statements for the year in which the reorganisation was completed, and where such reorganisation was completed after 1 October, starting with the financial statements for the year following that in which such reorganisation was completed (other than the issuer (surety, guarantor) that survived in a merger, or from which spin-off was effected, or where the issuer (surety, guarantor) was transformed).
   

5. 
   The Exchange shall have the right to set in its separate resolution bond issue criteria whereby the Exchange only applies credit ratings assigned to bond issues and does not apply issuer or surety (guarantor) ratings.
   

When one of sureties (guarantors) meets the credit rating level requirement and the size of collateral provided by such surety (guarantor) is not less than the total par value of bonds in the listed bond issue (additional issue) and aggregate coupon yield on such bonds, the credit rating level requirement shall not be applied to other sureties (guarantors) relative to the bonds issue.

6. 
   The condition regarding the appointment, by the issuer, of unsecured bondholders' representative shall not apply to:
   

1. 
   issuers that are lending organisations входящим в перечень кредитных организаций, удовлетворяющих требованиям, предусмотренным подпунктами 2.1.1, 2.1.2 и 2.1.4 пункта 2.1 Положения Банка России от 1 марта 2017 года № 580-П¹⁶, а также статьей 24 Федерального закона от 24.07.2002 № 111-ФЗ «Об инвестировании средств для финансирования накопительной пенсии в Российской Федерации» и статьей 23 Федерального закона от 20.08.2004 № 117-ФЗ «О накопительно-ипотечной системе жилищного обеспечения военнослужащих»;
   
2. 
   issuers whose shares are included in Level One;
   
3. 
   issuers directly or indirectly controlled by the entities which shares are listed in Level One. ;
   
4. 
   in relation to issuers and (or) bonds with credit ratings better that the credit rating level set in para 7 of the Table in Sub-Clause 2.2.1 herein.
   
5. 
   issuers that are government-owned corporations or government-owned companies, as well as issuers directly or indirectly controlled thereby;
   
6. 
   issuers that are business entities in which the Russian Federation directly controls over 50 percent of the issuer's charter capital or voting stock;
   
7. 
   foreign issuers;
   
8. 
   bonds placed by closed subscription among persons whose number, net of any qualified investors, and in case of placement of bonds converted into shares, also net of persons having preemptive right to acquire such bonds, does not exceed 150;
   
9. 
   cases of listing level downgrade, when so provided for in Clause 7 Article 22 of these Rules.
   

The direct and indirect control definition shall apply in accordance with the Securities Market Law.

2.