1. Changes in Russian
Corporate Action Law –
POSITIVE for Local Shares
Anton Kashkin
Head of Corporate Actions
Investment Bank
BCS Financial Group
BCS FINANCIAL GROUP

2. Federal Law N 282-FZ was signed by the President of
Russia on the 29th of Dec 2012.
The Law introduces changes to the main laws regulating the
Russian Securities Market, namely:
• Federal Law on Joint-Stock Companies, No. 208-FZ of 26th Dec 1995;
• Federal Law on Securities Market, No. 39-FZ of 22nd Apr 1996;
• And some others.
THE CHANGES ARE STRICTLY POSITIVE FOR INVESTORS
IN RUSSIAN LOCAL SHARES
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Summary

3. Summary
Law № 282-FZ introduces the following positive and neutral
changes that affect Corporate Action:
 No more backdated Record Dates (‘RD’) for dividends!
(effective 1 January 2014)
 Dividends to be paid to shareholders within 25 days of RD, instead of
60 days from approval by GM as stated before.
(effective 1 January 2014)
 Mandatory quarterly disclosure of beneficial owners of ADRs/GDRs
cancelled.
(effective 1 January 2014)
 Shareholders who do not vote in favor of delisting of shares reserve the
right to tender their shares to the issuer.
(effective 1 January 2013)
 Changes in statutory votes transmission for shares transferred in period
between RD and Meeting Date.
(effective 1 January 2013)
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4.  Separate RD for distribution of Dividends is introduced.
 Separate RD for distribution of Dividends is to be recommended by the
Board of Directors (BoD) prior to the General Meeting (GM) at which
Payment of Dividends will be approved.
 GM will approve RD for distribution of Dividends recommended by BoD:
o For listed stocks: RD for distribution of Dividends cannot be earlier
than 10 days and later than 20 days after the date of GM
o For Unlisted stocks: RD for distribution of Dividends cannot be later
than 20 days after the date of General Meeting
 Period during which the issuer is obligated to settle all dividend payments
to shareholders is reduced from 60 days after the GM to the 25 days after
the RD for distribution of Dividends
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Changes in Setting Record Date & Dividend Payment Period
(effective 1 January 2014)

5. 5
Stages of RD approval and Dividend Payment – CURRENT
(to terminate since 31 Dec 2013)
RD Record Date
GM General Meeting
PD Payment Date

6. 6
Stages of RD approval and Dividend Payment – NEW
(effective 1 January 2014)
RD Record Date
GM General Meeting
PD Payment Date
BoD Board of Directors

7.  Signed on the 7th of Dec 2012, Russian Federal Laws №414-FZ and
№415-FZ introduced mandatory disclosure of beneficial owners of
ADRs/GDRs issued on Russian local shares on the quarterly basis.
 In order to comply with these laws, nominal holders not in registered
Russia (e.g., BCS Cyprus) should start to disclose beneficial owners
(clients under BCS Cyprus and further) of ADRsGDRs from 1 Jan 2013.
 Information about the beneficial owners of ADRsGDRs must be
provided to the issuer.
 Those clients that are not properly disclosed lose right to both
participate in GMs and receive dividends.
Procedural changes for mandatory disclosure
of information re: the beneficial owners of ADRs/GDRs
introductory clause
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8. 8
Procedural changes for mandatory disclosure
of information re: the beneficial owners of ADRs/GDRs
solution
Effective 1 Jan 2014 the Federal Law № 282-FZ
 Cancels mandatory quarterly disclosure of the beneficial
owners of ADRs/GDRs.
 Cancels prohibition to pay dividends to undisclosed beneficial
owners of ADRs/GDRs.
 Only leaves the requirement to disclose beneficial owners of
ADRs/GDRs prior to the conduction of GM; leaves prohibition to
participate in GM for those beneficial owners of ADRs/GDRs who
were not properly disclosed. (terms of disclosure still to be provided
by FCSM of Russia)
In accordance with the Notice from FCSM of Russia dated 26 Dec 2012 and
based on internal decisions of ADRs/GDRs Issuers* no quarterly mandatory
disclosure of beneficial owners of ADRs/GDRs will be requested in 2013.
* BNYML and JPMorgan published official letters, CITI and Deutsche Bank confirmed by phone

9. 9
The previous version of Law on Joint-Stock Companies № 208-FZ
stated that shareholders who didn’t vote in favor of the following
questions secure the right to tender their shares to the issuer:
 1. Approval of the reorganization of the Issuer
 2. Approval of a large deal
 3. Approval of changes to the Memorandum that limit or
reduce shareholder rights.
Existing Reasons for shareholders to require
Issuers to buy out their shares
(effective till 29 Dec 2012)

10. 10
Article 75.1 of the Federal Law on Joint-Stock Companies № 208-FZ
was supplemented with the following paragraph:
 4. Shareholders who didn’t vote in favor of delisting of shares
secure right to tender their shares to the issuer.
 Tender price of shares cannot be lower than the average
weighted price of shares determined in course of trading of
shares on the exchange during the last 6 months prior to the
date when the decision about delisting has been taken.
Thus, the existing three reasons for buy-back remain; one new reason is
added.
1 New Reason Added for shareholders to require Issuers
to buy out their shares
(effective 1 January 2013)

11. 11
Effective 1 Jan 2013, Article 57.2 of Federal Law on Joint-Stock Companies,
No. 208-FZ is amended as follows:
“In the event of the transfer of stock after the Record Date and before the date of
the General Meeting, the person included in this List having the right to participate
in the General Meeting shall be obligated to issue to the acquirer a power of
attorney for voting or to vote at the General Meeting in accordance with the
instructions of the acquirer if such obligation is stipulated by the PSA concluded to
transfer these stocks.”
The last phrase (marked in red) is new: It means that voting in accordance
with the buyer’s instructions and issuance of a POA in his name is only
obligatory in case such clause is included in PSA. Prior to the 1 Jan 2013
voting in accordance with the buyer’s instructions and issuance of a POA in
his name was obligatory in any way as was stated by Federal Law on Joint-
Stock Companies, No. 208-FZ.
Changes in statutory votes transmission for shares
transferred in period between RD and Meeting Date
(effective 1 January 2013)

12. THANK YOU
Anton Kashkin
Head of Corporate Actions
Investment Bank
BCS Financial Group
Any questions regarding Corporate Actions,
please contact your sales manager at BCS.