Securities Yield Payment Services

Bank GPB (JSC) (hereinafter, the Bank) informs foreign nominal holders (hereinafter, FNH) that are deponents 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 Russian issuer shares (hereinafter, the Dividends on Shares), dividends on depository receipts for shares of Russian issuers (hereinafter, the Dividends on DRs) (hereinafter, Dividends on Shares and Dividends on DRs are jointly referred to as Dividends), payments under bonds of Russian issuers, as well as bonds of foreign issuers who are not foreign entities specified in clause 1of 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, Yield on Bonds).

In accordance with the Resolutions of the Bank of Russia Board of Directors dated 23.12.2022 [2] and 29.12.2022 [3], 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 22.04.1996), request information on the persons entitled to receive Dividends [4] and Yield on Bonds (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 Dividends and Yield on Bonds payment, the Bank will request documents confirming that the following conditions are met:

Owners are not foreign creditors in accordance with clause 1 of Order No. 95;

Owners qualify for one of the following exclusions in accordance with clause 12 of Order No. 95, clause 4 of Order No. 254 [5] or sub-clause “c” of clause 1 of Order No. 738 [6];

No grounds as per clause 8 of Order No. 95, unless provided for otherwise by clause 9 of Order No. 138 [7].

In case of payment of Dividends on Shares and Yield on Bonds, the FNH shall provide the Bank with the required information on the Owners and the supporting documents within 70 (seventy) days after the date of the request. In case of payment of Dividends on DRs, the FNH shall provide the Bank with the required information on the Owners and the supporting documents within 40 (forty) days after the date of the request. If information about the Owners is received from the FNH after the above deadlines, the Bank will notify the FNH of the inability to make the relevant payments.

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, System for Transfer of Financial Messages (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 on Bonds 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 or was disclosed as part of the ownership chain by another foreign depository, and such account was specified by the FNH in the information disclosure on the Owners. Payment to the Owner of the Dividends to accounts opened for the FNH is possible if the Owner is a direct depositor of the FNH.

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 [9].

The Bank shall accept applications for payment of Dividends within 10 (ten) business days after the end of the Dividend payment period, and applications for payment of Yield on Bonds within 30 (thirty) business days after the end of the Yield on Bonds 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 Dividends and Yield on Bonds 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. 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.

List of supporting documents to be provided with the application:

1. Document (statement) certifying the applicant’s ownership of the securities, generated by the foreign depository (or foreign nominal 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. A document issued by a FNH that is a depositor of the Bank, specifying the securities custody schemes, 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 nominal holder (foreign nominal holder) that keeps record of the applicant’s rights to shares and (or) depository receipts, and (or) bonds, and on senior nominal holders (foreign nominal 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. Owners that are residents of the RF and foreign creditors not listed in clause 1 of Order No. 95 shall provide notarized copies of documents on the basis of which they obtained title to the securities, containing information on the date of acquisition, the counterparty and the counterparty’s jurisdiction.

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 Order No. 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 Order No. 254.

12. International organizations shall provide notarized copies of documents confirming that the Dividends and Yield on Bonds payment meets the conditions specified in sub-clause “c” of clause 1 of Order 738, unless provided otherwise in clause 9 of Order No. 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.

Documents:

Request for payment of yield on securities (individuals)

Request for payment of yield on securities (corporate entity)

[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, Order No. 95).

[2] Resolution of the Bank of Russia Board of Directors dated 23 December 2022 “On Temporary Requirements to the Activities of Professional Securities Market Participants Engaged in Depository Operations and the Procedure of Funds Transfer to Eurobonds Holders by Russian Legal Entities That Own Eurobond-Related Obligations” (hereinafter, Resolution 1). Applicable from 1 January 2023 to 31 December 2023.

[3] Resolution of the Bank of Russia Board of Directors dated 29 December 2022 “On Temporary Requirements to the Activities of Professional Securities Market Participants Engaged in Depository Operations in Respect of Payment of Dividends on Shares of Russian Joint-Stock Companies” (hereinafter, Resolution 2). Applicable from 1 January 2023 to 31 December 2023.

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

[5] 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”.

[6] 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”.

[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”.

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

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