Russia: Regulation of DR programmes related to shareholder meetings, dividend payments and quarterly disclosure

21.01.2013

The Federal Service for Financial Markets (FSFM) has revealed, in an Information Letter posted on its website on 26 December 2012, the following amendments to legislation:

  • The issuer’s obligation to compile a quarterly list of the ultimate beneficial owners of Depository Receipts (“DR”) is removed but the Russian authorities may now request this information on an ad-hoc basis1.
  • The implementation of the provisions for proxy voting is deferred until 6 November 20132. Such provisions will be permanently required as of the implementation date until further notice3.
  • The implementation of the provisions for dividend payment is deferred until 6 November 20132 and such provisions will cease to be required as of 1 January 20143, meaning that they are expected to apply for less than two months.

These amendments were signed into law by President Vladimir Putin on 29 December 2012.

We continue to be in contact with relevant market players to analyse how to support customers in fulfilling these new legal requirements but, due to the need for clarification by the regulatory authorities, we will, until further notice, not disclose any holding information without the express consent of our customers.

In addition, since the DRs are issued in jurisdictions outside the Russian Federation, there may be conflicts of laws relating to disclosure between the above-mentioned Russian requirements and those applicable to the issuer of the DRs.

In these circumstances, we will treat disclosure requests for voting and dividend payment by Russian issuers pursuant to the 415-FZ Amendment on a voluntary basis and will only disclose information upon receipt of an express form of consent from our customers.

Disclaimer

This Announcement does not aim to give any legal or tax advice and we strongly recommend that customers assess whether and how their business is impacted by the Russian Law.

It is the customer’s responsibility to fulfil all requirements that result from the introduction of the Russian Law and customers acting on behalf of their clients should analyse whether and how to support the processing for their clients.

In order to comply with all the requirements of the law, customers are requested to secure the advice and guidance of a professional tax advisor who is familiar with the relevant facts.

Further information

The information herein provided is based on information currently available in the market and is subject to further update. The release of more information may impact the details herein presented. We will provide further details as they become available.

For further information, customers may contact Clearstream Banking4 Customer Service or their Relationship Officer.

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1. Amendment to the information provided our Announcement A12170, dated 13 September 2012.
2. The deadline for depository banks to transfer their DR programmes to a DR account registered at the newly created Central Securities Depository (CSD). The mentioned provisions will come into force earlier if the DR account is opened before this deadline.
3. Amendment to the information provided in our Announcement A12244, dated 31 December 2012.
4. Clearstream Banking refers collectively to Clearstream Banking AG, registered office at 61, Mergenthalerallee, 65760 Eschborn, Germany and registered in the Register B of the Amtsgericht Frankfurt am Main, Germany under number HRB 7500 (CBF) and Clearstream Banking, société anonyme, registered office at 42, avenue John F. Kennedy, L-1855 Luxembourg, and registered with the Luxembourg Register of Commerce and Companies under number B-9248 (CBL)

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