Securities Yield Payment Services

Bank GPB (JSC) (hereinafter, the Bank) informs foreign nominee holders (hereinafter, FNH) who are depositors of the Bank, as well as persons entitled to receive yield on securities, information on which was not disclosed by the FNH, on the procedure of receiving dividends on shares issued by Russian joint-stock companies (including shares of Russian joint-stock companies, the rights to which are certified by depository receipts), payments under ruble-denominated federal loan bonds, payments under bonds of Russian issuers, as well as bonds of  foreign issuers who are not foreign entities specified in clause 1 of Executive Order No. 95 [1], the centralized recording of rights to which is conducted by a Russian depository, and payments under Eurobonds obligations under which are linked to Russian legal entities (hereinafter, the Yield).

In accordance with the Resolution of the Bank of Russia Board of Directors dated 22 December 2023 [2], when the Bank receives funds intended for payment to FNH, the Bank must, within 1 (one) business day upon receipt of such funds, send to the FNH the information specified in sub-clauses 1 and 2 of clause 2 of article 8.6-1 of Federal Law No. 39-FZ “On Securities Market”, which enables positive identification of the issuer and the securities, information on the receipt of funds and the procedure for their transfer (other than the procedure stipulated by clauses 4 and 5 of article 8.7 of Federal Law No. 39-FZ “On Securities Market” dated 22 April 1996), request information on the persons entitled to receive the Yield [3] (hereinafter, the Owners) to be provided in the attached Owner Information template, and specify the end date for providing the information requested. To define the type of the Owner’s account for Yield payment, the FNH must provide the following information and documents at the request of the Bank:

1) information, which enables positive identification of the Securities Owner (the person exercising rights attached to securities), who is entitled to receive the payment, or the beneficiary (beneficial owner) of a foreign entity, including unincorporated entities under the personal law, which is a shareholder or a holder of depositary receipts, including information on the Owner’s citizenship (nationality) or registration under the personal law, information on the availability of a resident status in accordance with Federal Law No. 173-FZ “On Currency Regulation and Currency Control” dated 10 December 2003, and in particular, whether the Owner is a person specified in clause 12 of Executive Order 95, or clause 4 of Executive Order 254 [4], or sub-clause "c" of clause 1 of Executive Order 738 [5];

2) information (documents) required for withholding of tax;

3) documents confirming the following circumstances along with the relevant representations:

after 1 March 2022 (another date defined by the Board of Directors of the Bank of Russia in respect of certain groups of persons in line with clause 8 of Executive Order 95), persons exercising rights attached to securities were not the persons specified in clause 1 of Executive Order 95;

conclusion – after 1 March 2022 (another date defined by the Board of Directors of the Bank of Russia in respect of certain groups of persons in line with clause 8 of Executive Order 95) – of transactions resulting in the transfer of title to the securities, specifying the parties to the transaction, the date of the transaction, and the date and place of settlements under the transaction (if any);

transactions resulting in the transfer of title to the securities were made in compliance with the requirements of the Executive Orders of the President of the Russian Federation (in respect of residents and persons specified in clause 12 of Executive Order 95), if such transactions were made;

4) information on the number of securities the Owner can exercise the rights to as at the end of the banking day on the record date of the list of persons enjoying the right to receive yield on securities;

5) the details of the Owner’s bank account or, at the discretion of the Owner, the bank account of the foreign nominee holder, of which the Owner is a depositor, if such foreign nominee holder is a depositor of the depository  that received the payment, where the yield payable to the Owner must be credited, including the details of a Type C bank account (if any) in cases stipulated by the legislation of the Russian Federation.

If the Bank receives information on the Owners from the FNH later than 70 calendar days after it sent the relevant request for information and supporting documents, the Bank will send the FNH a notification on the inability to make the relevant payments due to the expiry of the period for providing information.

No later than on the next business day after sending a request for information on the Owners to the FNH, the Bank shall publish information on the securities, under which the Bank received payments, information on the end date for FNHs to provide information on the Owners, and the record date of the list of persons enjoying the right to receive yield at https://www.gazprombank.ru/corporate/depositary_services/corporate_actions_of_issuers/.

The FNH shall provide the required information and supporting documents using the communication channels agreed between such FNH and the Bank in the normal course of business, depending on their availability: Bank-Client system, Financial Messaging System of the Bank of Russia (SPFS) of the Bank of Russia, SWIFT.

Within 3 (three) business days after the deadline for provision of the list of Owners by the FNH, subject to receipt of all the required information and documents from the FNH and in the absence of reasonable doubts as to the completeness and (or) reliability or accuracy of such information and documents, the Bank shall make payments to the Owners disclosed by the FNH in the following order of priority:

Payment to the Owner of the Yield to the bank account opened for the FNH, including the type C bank account, is possible if the Owner is a direct depositor of the FNH and such account was specified by the FNH in the information disclosure on the Owners.

If the FNH failed to provide the Bank with the Owners information on time, or if there are reasonable doubts as to the completeness and (or) reliability or accuracy of such information and documents, the Owners need to independently submit an application (and a questionnaire, for legal entities) drafted as per the form recommended by the Bank and provide the Bank with supporting documents [8].

The Bank shall accept applications for payment of Yield  within 30 (thirty) business days after the end of the payment period. The application and supporting documents shall be sent by Owners by post to the address of Bank GPB (JSC): 16 Nametkina St., bldg 1, 117420 Moscow.

The Bank shall pay [9] the Yield to the Owner on the basis of its application within 5 (five) business days after the expiry of the applications acceptance period if the applicant provided all the required information and supporting documents specified in para 1.3 of the Resolution. If the Bank has reasonable doubts as to the completeness and (or) reliability or accuracy of information provided in the application for payment and the supporting documents attached thereto, the Bank may refuse to make the payment to the Owner.

The Bank shall make payments under Owners’ applications using the bank details which correspond to the Owner type as per the Table above.

If, after the end of all payment periods, the Bank has not transferred all money intended for making payments to security holders, the Bank shall transfer the remaining funds within 10 (ten) business days upon the expiry of one month after the end of the yield transfer period:

to the Type C bank account opened for the FNH, if the unpaid money is the yield on bonds and Eurobonds (except yield on bonds of  foreign issuers who are not foreign entities specified in clause 1 of Executive Order 95);

to the bank account opened for the FNH, if the unpaid money is the yield on bonds and Eurobonds when the payment is transferred as part of discharging obligations based on the authorization stipulated in clause 11 of Executive Order 95;

to the bank account opened for the FNH, if the unpaid money is the yield on bonds of  foreign issuers who are not foreign entities specified in clause 1 of Executive Order 95;

to the shares issuer, if the unpaid money is dividends on shares of Russian issuers.

1. Document (statement) certifying the applicant’s ownership of the securities, generated by the foreign depository (or foreign nominee holder) as on the record date of the list of persons enjoying the right to receive yield on securities, containing the name and physical address of the foreign depository, identification data of the applicant, securities details (ISIN, issuer name), securities quantity and signed by an authorized officer of the foreign depository. If the service terms and conditions of the foreign depository do not provide for issuance of such documents (statements) to clients, the applicant may provide the Bank with a printed image of an electronic document confirming the account status as it appears in the Customer’s personal account on the website of the foreign broker/depository, the identity of which to its electronic original must be certified by a notary; and any other documents available under the circumstances and confirming that the applicant owns the securities specified in the application. Documents may be prepared either in Russian or in a foreign language. If a document is issued in a foreign language, a translation into Russian must also be provided. A document/statement/report/printed image of an electronic document confirming the account status as it appears in the Customer’s personal account on the website of the foreign broker/depository drafted in English does not require translation into Russian.

2. Document issued by a FNH that is a depositor of the Bank, specifying the securities custody chain, including all foreign depositories involved in the recording of rights to securities.

3. Other documents available under the circumstances and confirming that the applicant owns a certain number of securities specified in the application, containing information on the nominee holder (foreign nominee holder) that keeps record of the applicant’s rights to shares and (or) depositary receipts, and (or) bonds, and on senior nominee holders (foreign nominee holders).

4. Notarized copy of all the pages of the identification document of an Owner who is an individual.

5. Notarized copies of the constituent documents of the entity (copies of documents certified by the registering authority in case of Russian entities). Document confirming state registration of the foreign entity.

6. Russian entities must provide a notarized copy of the document containing specimen signatures of individuals acting on behalf of the entity without a power of attorney, and a seal imprint. Foreign entities shall provide an authorized signatories book or a card with specimen signatures of persons authorized to act on behalf of the entity.

7. Extract form a document confirming the powers of the person acting on behalf of the entity without a power of attorney.

8. Notarized copies of identification documents of persons entitled to act on behalf of the entity without a power of attorney and/or sign documents on behalf of the entity.

9. Notarized copies of documents confirming the following circumstances along with the relevant representations:

after 1 March 2022 (another date defined by the Board of Directors of the Bank of Russia in respect of certain groups of persons in line with clause 8 of Executive Order 95), persons exercising rights attached to securities were not the persons specified in clause 1 of Executive Order 95;

conclusion – after 1 March 2022 (another date defined by the Board of Directors of the Bank of Russia in respect of certain groups of persons in line with clause 8 of Executive Order 95) – of transactions resulting in the transfer of title to the securities, specifying the parties to the transaction, the date of the transaction, and the date and place of settlements under the transaction (if any);

transactions resulting in the transfer of title to the securities were made in compliance with the requirements of the Executive Orders of the President of the Russian Federation (in respect of residents and persons specified in clause 12 of Executive Order 95), if such transactions were made.

10. Foreign entities shall provide notarized copies of documents confirming that the foreign entity meets the requirements of both sub-clause ‘a’ and sub-clause ‘b’ of clause 12 of Executive Order 95.

11. Foreign entities shall provide notarized copies of documents confirming that the foreign entity meets the requirements of either sub-clause ‘a’ or sub-clause ‘b’ of clause 4 of Executive Order 254.

12. International organizations shall provide notarized copies of documents confirming that the Yield payment meets the conditions specified in sub-clause “c” of clause 1 of Executive Order 738, unless provided otherwise in clause 9 of Executive Order 138.

13. Notarized copies of documents confirming the ownership/control structure of a foreign entity, and notarized copies of identification documents of the beneficial owner and (or) beneficiary who is an individual.

Documents notarized outside the RF must be legalized/apostilled with a Russian translation certified by a Russian notary or the consular service of the RF.

[1] Executive Order of the President of the Russian Federation No. 95 dated 5 March 2022 “On a Temporary Procedure for Meeting Obligations to Certain Foreign Creditors” (hereinafter, Executive Order No. 95).

[2] Resolution of the Bank of Russia Board of Directors dated 22 December 2023 “On the Requirements to the Activities of Professional Securities Market Participants Engaged in Depository Operations When Transferring Payments in Monetary Form on Certain Types of Financial Instruments, and the Procedure of Funds Transfer to Eurobonds Holders by Russian Legal Entities That Own Eurobond-Related Obligations” (hereinafter, the Resolution). Applicable from 1 January 2024 to 31 December 2024.

[3] Taking into account the record date, on which such persons are defined in respect of bonds or Eurobonds, or the date established by the resolution of general meeting of shareholders of the Russian joint-stock company regarding payment (declaring) of dividend in case of share holders (persons exercising rights attached to shares), and the resolution of the depository receipts issuer in case of depository receipts owners (persons exercising rights attached to depository receipts).

[4] Executive Order of the President of the Russian Federation No. 254 dated 4 May 2022 “On a Provisional Procedure for Meeting Financial Obligations in Corporate Relations to Certain Foreign Creditors” (hereinafter, Executive Order 254).

[5] Executive Order of the President of the Russian Federation No. 738 dated 15 October 2022 “On Application of Certain Executive Orders of the President of the Russian Federation” (hereinafter, Executive Order 738).

[6] In line with the provisions of Federal Law No. 173-FZ dated 10 December 2003 “On Currency Regulation and Currency Control”.

[7] Executive Order of the President of the Russian Federation No. 138 dated 3 March 2023 “On Additional Temporary Economic Measures Related to Circulation of Securities” (hereinafter, Executive Order 138).

[8] Documents available under the circumstances and confirming that the applicant owns a certain number of securities specified in the application, containing information on the nominee holder (foreign nominee holder) that keeps record of the applicant’s rights to shares and (or) depository receipts, and on senior nominee holders (foreign nominee holders).

[9] If the total amount of money to be paid to security holders on the basis of applications for yield transfer does not exceed the amount received by the depository and intended for making payments.