Certification and Instruction
The following certification and instruction is being furnished to Deutsche Bank Trust Company Americas, as depositary (the
“Depositary”), and AO Raiffeisenbank, as custodian (“Custodian”), as a condition to cancelling Depositary Receipts (DRs)
representing shares of a Russian issuer in accordance with current Russian law.
Please note that, pursuant to Russian Federal Law No. 114-FZ dated April 16, 2022 (as amended) (the “Law”), as of April 27,
2022 (the “Effective Date”): (i) only those DR holders who held DRs as of the Effective Date will be entitled to convert them
into ordinary shares of the relevant Russian issuer; and (ii) such outstanding DRs will not entitle the holder to voting or
dividend rights.
We refer to a DR cancellation transaction with the following details:
1. Name of Russian issuer:
2. DR ISIN/CUSIP:
3. Number of DRs to be cancelled:
4. Name of receiving bank/broker in Russia:
5. Account number at receiving bank/broker in Russia:
6. Date:
Moreover, to enable you to carry out anti-money laundering and sanctions checks in connection, we refer to the following
details of the beneficial owner of the DRs being presented for cancellation:
1. Full legal name of beneficial owner:
2. Postal address of beneficial owner:
3. Country of residence of beneficial owner:
We certify (or if we are acting for the account of another person, we certify that such person has confirmed to us that it
certifies) the following:
the information provided in this form is complete, true and correct;
we are (or it is) the beneficial owner of the DRs being presented for cancellation and we were (or it was) the
beneficial owner of such DRs on the Effective Date;
we are (or it is) the beneficial owner of the account in Russia specified above into which the shares will be credited;
we (or it) will be the beneficial owner of the shares credited upon withdrawal;
there will be no change of beneficial ownership as a result of this cancellation;
we are (or it is) not subject to, or the target of, any sanctions and we are (or it is) not controlled by or acting on
behalf, or for the benefit, of any person that is subject to, or the target of, any sanctions; and
the DRs submitted for voluntary cancellation hereby have not been exchanged for shares pursuant to the automatic
conversion procedure (“Automatic Conversion”) or the forced conversion procedure (“Forced Conversion”), in
each case, under the Law.
We acknowledge and agree that:
the DR program under which the DRs are issued has been subject to the Automatic Conversion and the Forced
Conversion;
in accordance with the Law, the Automatic Conversion and the Forced Conversion were implemented in respect of
the DR program without the involvement or oversight of the Depositary and in a manner inconsistent with the deposit
agreement in respect of the DR program;
as a result of the operation of the Automatic Conversion and the Forced Conversion, the Depositary is unable to
reconcile the DR program and there is a shortfall in the number of shares of the Russian issuer held by the
Depositary (in the name of the Custodian) for the DR holders compared to the number of shares represented by the
DRs currently outstanding;
accordingly, upon cancellation of our DRs in accordance with the instruction contained in this Certification and
Instruction (the “Cancelled DRs”), rather that receiving the number of shares in the Russian issuer represented
by the Cancelled DRs under their contractual terms, we will only receive such number of shares multiplied
by the Proration Factor1 (such number of shares, the “Prorated Shares”), provided that, if the Depositary is
1 The “Proration Factor” in respect of any DR program is (i) the amount of shares in the relevant Russian issuer held by the Depositary (in the name of the
Custodian) as of June 8, 2023 expressed as a percentage of (ii) the total number of shares represented by the DRs then outstanding under the DR program as of
June 8, 2023. The Depositary shall inform DR holders of the relevant Proration Factor for a DR program promptly upon request.
subsequently able to completely reconcile the DR program to its satisfaction it shall deliver to us such number of
additional shares as may be necessary to ensure we have received in aggregate such number of shares represented
by the Cancelled DRs under their contractual terms (the “Additional Shares”);
in the event that the Depositary is subsequently able to further (but not completely) reconcile the DR program to its
satisfaction, it shall deliver to us a portion of the Additional Shares and/or cash-in-lieu of fractional shares; and
in opening the books for cancellation on the basis described above, the Depositary is acting in good faith to provide
an equitable solution that it considers to be in the interests of all Holders given the continued adverse impact of
Russian legislation on the integrity of, and the ability of the Depositary to exercise its rights and responsibilities under,
the DR program.
We hereby irrevocably waive and release any claims we may otherwise have against the Depositary or any of its affiliates,
representatives, agents, officers, directors or employees by reason of any action taken or omission by any of them in
accordance with this Certification and Instruction, including, but not limited to, the delivery of the Prorated Shares (only) upon
the cancellation of the Cancelled DRs and any non-delivery of any Additional Shares.
Please note that delays may arise in connection with this cancellation request until the Depositary’s internal procedures and
controls are completed in order to comply with applicable laws, including sanctions. Notwithstanding any provision of the
relevant deposit agreement to the contrary, the Depositary may refuse to process any DR cancellation request by any DR
holder who did not beneficially own such DRs as of the Effective Date.
The undersigned at all times agrees to indemnify and hold harmless the Depositary and each of its affiliates, representatives,
agents, officers, directors or employees and each of their successors and assigns against all losses, liabilities, reasonable
expenses and/or damages of any kind whatsoever that may arise from (i) any action taken or omission by any of them in
accordance with this Certification and Instruction, including, but not limited to, the delivery of the Prorated Shares (only) upon
the cancellation of the Cancelled DRs and any non-delivery of any Additional Shares; and (ii) any breach by the undersigned of
any of its certifications hereunder.
Print name of Certifying Entity/Person
Signed:
Name:
Title:
Acknowledged and agreed
Deutsche Bank Trust Company Americas
Signed:
Name:
Title:
The following certification and instruction is being furnished to Deutsche Bank Trust Company Americas, as depositary (the
“Depositary”), and AO Raiffeisenbank, as custodian (“Custodian”), as a condition to cancelling Depositary Receipts (DRs)
representing shares of a Russian issuer in accordance with current Russian law.
Please note that, pursuant to Russian Federal Law No. 114-FZ dated April 16, 2022 (as amended) (the “Law”), as of April 27,
2022 (the “Effective Date”): (i) only those DR holders who held DRs as of the Effective Date will be entitled to convert them
into ordinary shares of the relevant Russian issuer; and (ii) such outstanding DRs will not entitle the holder to voting or
dividend rights.
We refer to a DR cancellation transaction with the following details:
1. Name of Russian issuer:
2. DR ISIN/CUSIP:
3. Number of DRs to be cancelled:
4. Name of receiving bank/broker in Russia:
5. Account number at receiving bank/broker in Russia:
6. Date:
Moreover, to enable you to carry out anti-money laundering and sanctions checks in connection, we refer to the following
details of the beneficial owner of the DRs being presented for cancellation:
1. Full legal name of beneficial owner:
2. Postal address of beneficial owner:
3. Country of residence of beneficial owner:
We certify (or if we are acting for the account of another person, we certify that such person has confirmed to us that it
certifies) the following:
the information provided in this form is complete, true and correct;
we are (or it is) the beneficial owner of the DRs being presented for cancellation and we were (or it was) the
beneficial owner of such DRs on the Effective Date;
we are (or it is) the beneficial owner of the account in Russia specified above into which the shares will be credited;
we (or it) will be the beneficial owner of the shares credited upon withdrawal;
there will be no change of beneficial ownership as a result of this cancellation;
we are (or it is) not subject to, or the target of, any sanctions and we are (or it is) not controlled by or acting on
behalf, or for the benefit, of any person that is subject to, or the target of, any sanctions; and
the DRs submitted for voluntary cancellation hereby have not been exchanged for shares pursuant to the automatic
conversion procedure (“Automatic Conversion”) or the forced conversion procedure (“Forced Conversion”), in
each case, under the Law.
We acknowledge and agree that:
the DR program under which the DRs are issued has been subject to the Automatic Conversion and the Forced
Conversion;
in accordance with the Law, the Automatic Conversion and the Forced Conversion were implemented in respect of
the DR program without the involvement or oversight of the Depositary and in a manner inconsistent with the deposit
agreement in respect of the DR program;
as a result of the operation of the Automatic Conversion and the Forced Conversion, the Depositary is unable to
reconcile the DR program and there is a shortfall in the number of shares of the Russian issuer held by the
Depositary (in the name of the Custodian) for the DR holders compared to the number of shares represented by the
DRs currently outstanding;
accordingly, upon cancellation of our DRs in accordance with the instruction contained in this Certification and
Instruction (the “Cancelled DRs”), rather that receiving the number of shares in the Russian issuer represented
by the Cancelled DRs under their contractual terms, we will only receive such number of shares multiplied
by the Proration Factor1 (such number of shares, the “Prorated Shares”), provided that, if the Depositary is
1 The “Proration Factor” in respect of any DR program is (i) the amount of shares in the relevant Russian issuer held by the Depositary (in the name of the
Custodian) as of June 8, 2023 expressed as a percentage of (ii) the total number of shares represented by the DRs then outstanding under the DR program as of
June 8, 2023. The Depositary shall inform DR holders of the relevant Proration Factor for a DR program promptly upon request.
subsequently able to completely reconcile the DR program to its satisfaction it shall deliver to us such number of
additional shares as may be necessary to ensure we have received in aggregate such number of shares represented
by the Cancelled DRs under their contractual terms (the “Additional Shares”);
in the event that the Depositary is subsequently able to further (but not completely) reconcile the DR program to its
satisfaction, it shall deliver to us a portion of the Additional Shares and/or cash-in-lieu of fractional shares; and
in opening the books for cancellation on the basis described above, the Depositary is acting in good faith to provide
an equitable solution that it considers to be in the interests of all Holders given the continued adverse impact of
Russian legislation on the integrity of, and the ability of the Depositary to exercise its rights and responsibilities under,
the DR program.
We hereby irrevocably waive and release any claims we may otherwise have against the Depositary or any of its affiliates,
representatives, agents, officers, directors or employees by reason of any action taken or omission by any of them in
accordance with this Certification and Instruction, including, but not limited to, the delivery of the Prorated Shares (only) upon
the cancellation of the Cancelled DRs and any non-delivery of any Additional Shares.
Please note that delays may arise in connection with this cancellation request until the Depositary’s internal procedures and
controls are completed in order to comply with applicable laws, including sanctions. Notwithstanding any provision of the
relevant deposit agreement to the contrary, the Depositary may refuse to process any DR cancellation request by any DR
holder who did not beneficially own such DRs as of the Effective Date.
The undersigned at all times agrees to indemnify and hold harmless the Depositary and each of its affiliates, representatives,
agents, officers, directors or employees and each of their successors and assigns against all losses, liabilities, reasonable
expenses and/or damages of any kind whatsoever that may arise from (i) any action taken or omission by any of them in
accordance with this Certification and Instruction, including, but not limited to, the delivery of the Prorated Shares (only) upon
the cancellation of the Cancelled DRs and any non-delivery of any Additional Shares; and (ii) any breach by the undersigned of
any of its certifications hereunder.
Print name of Certifying Entity/Person
Signed:
Name:
Title:
Acknowledged and agreed
Deutsche Bank Trust Company Americas
Signed:
Name:
Title:
Quelle: Baader Bank 10.09.2024 20240910 Certifiction on Instruction