Identification numbers Board of Directors of Aeroflot, OJSC ...1 Approved of March 18, 2010 Admitted...
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1 Approved of March 18, 2010 Admitted to trading during process of placement of March 26, 2010 Identification numbers 4 B 02 – 0 1 - 0 0 0 1 0 - A Board of Directors of Aeroflot, OJSC 4 B 02 – 0 2 - 0 0 0 1 0 - A (name of Issuer’s body approving Prospectus should be specified) (identification number assigned to the issue (or additional issue) of exchange-traded bonds by Stock-Exchange admitting exchange-traded bonds to trading during the process of placement should be specified) Record No. 14 of March 18, 2010 (name of Stock Exchange admitting exchange-traded bonds to trading during the process of placement) (Position and signature of authorized officer of Stock Exchange admitting exchange-traded bonds to trading during the process of placement) Seal Admitted to trading at Stock Exchange during circulation . (Name of Stock Exchange admitting exchange-traded bonds to trading during circulation) (Position and signature of authorized officer of Stock Exchange admitting exchange-traded bonds to trading during circulation) Seal Admitted to trading at Stock Exchange during circulation (Name of Stock Exchange admitting exchange-traded bonds to trading during circulation) (Position and signature of authorized officer of Stock Exchange admitting exchange-traded bonds to trading during circulation) Seal
Transcript of Identification numbers Board of Directors of Aeroflot, OJSC ...1 Approved of March 18, 2010 Admitted...
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Approved of March 18, 2010
Admitted to trading during process of placement of March 26, 2010
Identification numbers
4 B 0 2 – 0 1 - 0 0 0 1 0 - A
Board of Directors of Aeroflot, OJSC 4 B 0 2 – 0 2 - 0 0 0 1 0 - A (name of Issuer’s body approving Prospectus should be
specified)
(identification number assigned to the issue (or additional issue) of exchange-traded bonds by Stock-Exchange admitting exchange-traded bonds
to trading during the process of placement should be specified)
Record No. 14
of March 18, 2010 (name of Stock Exchange admitting exchange-traded bonds to trading
during the process of placement)
(Position and signature of authorized officer of Stock Exchange admitting exchange-traded bonds to trading
during the process of placement) Seal
Admitted to trading at Stock Exchange during circulation .
(Name of Stock Exchange admitting exchange-traded bonds to
trading during circulation)
(Position and signature of authorized officer of Stock Exchange admitting exchange-traded bonds to trading
during circulation) Seal
Admitted to trading at Stock Exchange during circulation
(Name of Stock Exchange admitting exchange-traded bonds to
trading during circulation)
(Position and signature of authorized officer of Stock Exchange admitting exchange-traded bonds to trading
during circulation) Seal
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The Prospectus
Aeroflot - Russian Airlines, Open Joint-Stock Company (Full corporate name of the Issuer or name of non-commercial organization)
Non-convertible interest-bearing documentary exchange-traded bearer bonds of БО-01 series with mandatory centralized storage; total number of bonds is 6,000,000 (six million) pieces; face value of each bond is RUR 1,000 (one thousand rubles); total face value is RUR 6,000,000,000 (six milliard
rubles); redemption date is up to 1092nd (one thousand ninety second) day after start of placement of Exchange-traded bonds of БО-01 series; mode of placement is public offering with possibility of
early redemption upon demand of the owners and upon consideration of the Issuer.
Non-convertible interest-bearing documentary exchange-traded bearer bonds of БО-02 series with mandatory centralized storage; total number of bonds is 6,000,000 (six million) pieces; face value of
each bond is RUR 1,000 (one thousand rubles); total face value is RUR 6,000,000,000 (six billion rubles); redemption date is up to 1092nd (one thousand ninety second) day after start of placement of
Exchange-traded bonds of БО-02 series; mode of placement is public offering with possibility of early redemption upon demand of the owners and upon consideration of the Issuer.
http://www.aeroflot.ru (Address of Internet page used by the Issuer for information disclosure)
Information contained in the present Prospectus should be disclosed in accordance with the Securities Law of Russian Federation.
Stock Exchange adopted resolution on admission of exchange-traded bonds to trading is not responsible for credibility of information
contained in the present Prospectus and does not express any attitude towards placed securities by the fact of admission of abovementioned
securities for placement.
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This is to confirm credibility of financial (accounts) statements of the Issuer for the years of 2006, 2007, 2008, and compliance of Issuer's accounting procedures with legislation of Russian Federation. Other information concerning financial position of the Issuer contained in the sections III, IV, V, and VIII of the present Prospectus, have been examined for its compliance with data contained in audited financial (accounts) statements in all essential aspects. HLB Vneshaudit, Closed Joint-Stock Company
(Full corporate name of the auditor or auditors or surname, name, patronymic of individual auditor undertaking audit of accounting procedures and financial
(accounts) statements of the Issuer)
General Manager L.M. Mitrofanov
(Position of an officer or other person responsible for signature of the Prospectus in the name of Issuer’s auditor. Name and details of the document proving the right of
specified person to sign the Prospectus in the name of Issuer's auditor.)
(Signature) Seal
(Name, Patronymic, Surname)
Date
General Manager of Aeroflot, OJSC V.G. Savelyev (Name of position of Issuer’s executive)
Date (Signature) (Name, Patronymic,
Surname)
Chief Accountant of Aeroflot, OJSC
A.P. Trusov
(Name of position of the person performing functions of Issuer’s Chief
Accountant) Date
(Signature) (seal)
(Name, Patronymic, Surname)
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INTRODUCTION ..................................................................................................................................................................7
I. SUMMARY OF PERSONS AFFILIATED WITH REGULATORY BODIES OF THE ISSUER, INFORMATION ON ISSUER’S BANK ACCOUNTS, AUDITOR, SURVEYOR, FINANCIAL CONSULTANT, AND OTHER PERSONS SIGNING THE PROSPECTUS.......................................................................................................................11
1.1. PERSONS AFFILIATED WITH REGULATORY BODIES OF THE ISSUER ...............................................................................11 1.2. INFORMATION ON BANK ACCOUNTS OF THE ISSUER......................................................................................................12 1.3. INFORMATION ON THE AUDITOR (AUDITORS) OF THE ISSUER........................................................................................20 1.4. INFORMATION ON SURVEYOR OF THE ISSUER ...............................................................................................................24 1.5. INFORMATION ON THE CONSULTANTS OF THE ISSUER...................................................................................................24 1.6. INFORMATION ON OTHER PERSONS SIGNATORY TO THE PROSPECTUS...........................................................................24
II. SUMMARY OF AMOUNT, PROCEDURE, TERMS AND CONDITIONS OF PLACEMENT FOR EACH KIND, CATEGORY (TYPE) OF PLACED EQUITY SECURITIES .............................................................................25
A: EXCHANGE-TRADED BONDS OF БО-01 SERIES ...............................................................................................................25 2.1. KIND, CATEGORY (TYPE) AND FORM OF PLACED SECURITIES........................................................................................25 2.2. FACE VALUE OF EACH KIND, CATEGORY (TYPE), SERIES OF PLACED EQUITY SECURITIES..............................................25 2.3. EXPECTED AMOUNT OF THE ISSUE IN MONETARY TERMS AND NUMBER OF PLACED EQUITY SECURITIES ......................25 2.4. PRICE (PROCEDURE OF PRICE EVALUATION) OF EQUITY SECURITIES PLACEMENT .........................................................25 2.5. PROCEDURE AND TERMS OF EQUITY SECURITIES PLACEMENT ......................................................................................26 2.6. PROCEDURE AND CONDITIONS OF PAYMENT OF PLACED EQUITY SECURITIES ...............................................................28 2.7. PROCEDURE AND CONDITIONS OF CONCLUDING CONTRACTS DURING PLACEMENT OF EQUITY SECURITIES ..................29 2.8. CIRCLE OF PROSPECTIVE BUYERS OF PLACED EQUITY SECURITIES................................................................................35 2.9. PROCEDURE OF DISCLOSURE OF INFORMATION ON PLACEMENT OF EQUITY SECURITIES AND ITS RESULTS ...................35 B: EXCHANGE-TRADED BONDS OF БО-02 SERIES ................................................................................................................46 2.1. KIND, CATEGORY (TYPE) AND FORM OF PLACED SECURITIES........................................................................................46 2.2. FACE VALUE OF EACH KIND, CATEGORY (TYPE), SERIES OF PLACED EQUITY SECURITIES..............................................47 2.3. EXPECTED AMOUNT OF THE ISSUE IN MONETARY TERMS AND NUMBER OF PLACED EQUITY SECURITIES ......................47 2.4. PRICE OF PLACEMENT OF EQUITY SECURITIES OR PROCEDURE OF ITS CALCULATION....................................................47 2.5. PROCEDURE AND MATURITY OF EQUITY SECURITIES PLACEMENT ................................................................................47 2.6. PROCEDURE AND CONDITIONS OF PAYMENT OF PLACED EQUITY SECURITIES ...............................................................49 2.7. PROCEDURE AND CONDITIONS OF MAKING CONTRACTS DURING PLACEMENT OF EQUITY SECURITIES ..........................50 2.8. CIRCLE OF PROSPECTIVE BUYERS OF PLACED EQUITY SECURITIES................................................................................56 2.9. PROCEDURE OF DISCLOSING INFORMATION ON PLACEMENT AND RESULTS OF PLACEMENT OF EQUITY SECURITIES......57
III. BASIC INFORMATION ON FINANCIAL AND ECONOMIC STATE OF THE ISSUER..................................68 3.1. FINANCIAL AND ECONOMIC PERFORMANCE DATA ........................................................................................................68 3.2. MARKET CAPITALIZATION OF THE ISSUER....................................................................................................................68 3.3. OBLIGATIONS OF THE ISSUER .......................................................................................................................................68
3.3.1. Accounts payable .................................................................................................................................................68 3.3.2. Credit history of the Issuer...................................................................................................................................68 3.3.3. Obligations of the Issuer regarding security provided for the third parties ........................................................68 3.3.4. Other obligations of the Issuer.............................................................................................................................68
3.4. OBJECTS OF ISSUE AND DIRECTIONS CONCERNING APPLICATION OF FUNDS ACQUIRED AS RESULT OF EQUITY SECURITIES PLACEMENT......................................................................................................................................................68 3.5. RISKS REGARDING PURCHASE OF PLACED EQUITY SECURITIES .....................................................................................69
3.5.1. Industry risks........................................................................................................................................................69 3.5.2. Country and regional risks ..................................................................................................................................70 3.5.3. Financial risks .....................................................................................................................................................71 3.5.4. Legal risks............................................................................................................................................................72 3.5.5. Risks connected with activities of the Issuer ........................................................................................................73 3.5.6. Bank risks.............................................................................................................................................................74
IV. DETAILED INFORMATION ABOUT THE ISSUER...............................................................................................75 4.1. HISTORY OF FOUNDATION AND DEVELOPMENT OF THE ISSUER ....................................................................................75
4.1.1. Corporate name of the Issuer...............................................................................................................................75 4.1.2. Information on Issuer’s state registration............................................................................................................75 4.1.3. Information on Issuer’s foundation and development..........................................................................................75 4.1.4. Contacts ...............................................................................................................................................................77 4.1.5. Identification number of tax payer.......................................................................................................................77 4.1.6. Branches and representative offices of the Issuer................................................................................................77
4.2. MAIN BUSINESS ACTIVITIES OF THE ISSUER..................................................................................................................90 4.2.1. Economic sector of the Issuer ..............................................................................................................................90
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4.2.2. Main business activity of the Issuer .....................................................................................................................90 4.2.3. Raw materials, goods (feedstock) and suppliers of the Issuer .............................................................................94 4.2.4. Market outlets of Issuer’s products (works, services) ..........................................................................................95 4.2.5. Information on Issuer’s licences ..........................................................................................................................98 4.2.6. Joint activities of the Issuer .................................................................................................................................99 4.2.7. Additional requirements to the issuers that are either joint-stock investment funds, insurance organizations, credit organizations or mortgage agents .......................................................................................................................99 4.2.8. Additional requirement to the issuers which main activities are mining operations .........................................100 4.2.9. Additional requirement to the issuers which main activities are communication services ................................100
4.3. PLANS REGARDING ISSUER’S FUTURE ACTIVITIES ......................................................................................................100 4.4. ISSUER’S PARTICIPATION IN PRODUCT, BANK AND FINANCIAL GROUPS, HOLDINGS, CONCERNS AND ASSOCIATIONS ..102 4.5. AFFILIATED AND SUBORDINATE BUSINESS COMPANIES OF THE ISSUER ......................................................................103 4.6. COMPOSITION, STRUCTURE AND VALUE OF ISSUER’S FIXED ASSETS; INFORMATION ON PLANS CONCERNING ACQUISITION, REPLACEMENT, RETIREMENT OF FIXED ASSETS, AND ALL FACTS OF CHARGE OF ISSUER’S FIXED ASSETS....118
INFORMATION ON FINANCIAL AND BUSINESS ACTIVITIES OF THE ISSUER.............................................119
VI. DETAILED INFORMATION ON PERSONS INCLUDED INTO ISSUER’S REGULATORY BODIES, ISSUER’S BODIES FOR CONTROL OVER ITS FINANCIAL AND BUSINESS ACTIVITIES AND SUMMARY ON ISSUER’S EMPLOYEES (STAFF MEMBERS)......................................................................................................120
VII. INFORMATION ON PARTICIPANTS (SHAREHOLDERS) OF THE ISSUER AND TRANSACTIONS OF INTEREST CLOSED BY THE ISSUER .........................................................................................................................121
7.1. INFORMATION ON TOTAL NUMBER OF SHAREHOLDERS (PARTICIPANTS) OF THE ISSUER .............................................121 7.2. INFORMATION ON PARTICIPANTS (SHAREHOLDERS) OF THE ISSUER OWING AT LEAST 5 PERCENT OF ITS AUTHORIZED (JOINT-STOCK) CAPITAL (UNIT TRUST) OR NO LESS THEN 5 PERCENT OF ITS ORDINARY SHARES; AND INFORMATION ON PARTICIPANTS (SHAREHOLDERS) OF SUCH ENTITIES OWING AT LEAST 20 PERCENT OF AUTHORIZED (JOINT-STOCK) CAPITAL (UNIT TRUST) OR NO LESS THEN 20 PERCENT OF THEIR ORDINARY SHARES .......................................................................121 7.3. INFORMATION ON MARKET SHARE OF THE STATE OR MUNICIPALITY IN AUTHORIZED (JOINT-STOCK) CAPITAL (UNIT TRUST) OF THE ISSUER AND IF SUCH HOLDER HAS SPECIAL RIGHTS (“GOLDEN SHARE”) ....................................................122 7.4. LIMITATIONS ON PARTICIPATION IN AUTHORIZED (JOINT-STOCK) CAPITAL (UNIT TRUST) OF THE ISSUER...................122 7.5. INFORMATION ON ALTERATIONS OF COMPOSITION AND MEASURE OF MARKET SHARES OF ISSUER'S SHAREHOLDERS OWING NO LESS THEN 5 PERCENT OF ITS AUTHORIZED (JOINT-STOCK) CAPITAL (UNIT TRUST) OR NO LESS THEN 5 PERCENT OF ITS ORDINARY SHARES..................................................................................................................................................122 7.6. INFORMATION ON TRANSACTIONS OF INTEREST CLOSED BY THE ISSUER ....................................................................123 7.7. INFORMATION ON MEASURE OF ACCOUNTS RECEIVABLE............................................................................................123
VII. ISSUER’S ACCOUNTING STATEMENTS AND OTHER FINANCIAL INFORMATION.............................124 8.1. ANNUAL ACCOUNTING STATEMENTS OF THE ISSUER..................................................................................................124 8.2. QUARTERLY ACCOUNTING STATEMENTS OF THE ISSUER FOR THE LAST COMPLETED REPORTING QUARTER ...............124 8.3. CONSOLIDATED ACCOUNTING STATEMENTS OF THE ISSUER FOR THE LAST THREE COMPLETED FINANCIAL YEARS OR FOR EACH COMPLETED FINANCIAL YEAR...........................................................................................................................125 8.4. INFORMATION ON ACCOUNT POLICY OF THE ISSUER...................................................................................................125 8.5. INFORMATION ON SUM TOTAL OF EXPORT AND THE SHARE OF EXPORT IN THE TOTAL VOLUME OF SALES ..................126 8.6. INFORMATION ON PRICE OF ISSUER’S IMMOVABLE PROPERTY AND SUBSTANTIAL ALTERATIONS CONCERNING COMPOSITION OF ISSUER’S PROPERTY AFTER EXPIRATION OF THE LAST COMPLETED FINANCIAL YEAR.............................126 8.7. INFORMATION ON ISSUER’S PARTICIPATION IN COURT PROCEEDINGS IF SUCH PARTICIPATION MAY CAUSE SUBSTANTIAL INFLUENCE ON FINANCIAL AND BUSINESS ACTIVITIES OF THE ISSUER ...............................................................................126
IX. DETAILED INFORMATION ON PLACEMENT AND CONDITIONS OF PLACEMENT OF EQUITY SECURITIES......................................................................................................................................................................127
A: EXCHANGE-TRADED BONDS OF БО-01 SERIES .............................................................................................................127 9.1. INFORMATION ON PLACED SECURITIES .......................................................................................................................127
9.1.1. General information...........................................................................................................................................127 9.1.2. Additional information on placed bonds............................................................................................................137 9.1.3. Additional information on convertible securities...............................................................................................178 9.1.4. Additional information on placed options of the issuer .....................................................................................178 9.1.5. Additional information on placed mortgage-backed bonds ...............................................................................178 9.1.6. Additional information on placed Russian depositary receipt ...........................................................................179
9.2. PRICE (PROCEDURE OF PRICE EVALUATION) OF EQUITY SECURITIES PLACEMENT .......................................................179 9.3. PRE-EMPTION RIGHTS TO PURCHASE OF PLACED EQUITY SECURITIES .........................................................................179 9.4. RESTRICTIONS ON PURCHASE AND CIRCULATION OF PLACED EQUITY SECURITIES......................................................179 9.5. INFORMATION ON PRICE TREND OF ISSUER’S EQUITY SECURITIES...............................................................................179 9.6. INFORMATION ON PERSONS RENDERING SERVICES ON ORGANIZATION OF PLACEMENT AND/OR PLACEMENT OF EQUITY SECURITIES........................................................................................................................................................................180
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9.7. INFORMATION ON THE CIRCLE OF PROSPECTIVE BUYERS OF EQUITY SECURITIES........................................................181 9.8. INFORMATION ON ORGANIZERS OF TRADING ON EQUITY MARKET INCLUDING STOCK EXCHANGES WHERE PLACED SECURITIES ARE ASSUMED TO BE PLACED AND/OR CIRCULATED .......................................................................................181 9.9. INFORMATION ON POSSIBLE ALTERATION OF MARKET SHARE OF SHAREHOLDERS IN AUTHORIZED CAPITAL OF THE ISSUER IN RESULT OF EQUITY SECURITIES PLACEMENT .....................................................................................................182 9.10. INFORMATION ON EXPENSES RELATING ISSUE OF SECURITIES...................................................................................182 9.11. INFORMATION ON METHODS AND PROCEDURE OF REPAYMENT OF FUNDS RECEIVED AS PAYMENT FOR PLACED EQUITY SECURITIES IN CASE OF RECOGNITION OF THE ISSUE (ADDITIONAL ISSUE) OF EQUITY SECURITIES AS FAILED OR INVALID AND IN OTHER CASES PROVIDED BY EXISTING LEGISLATION OF THE RUSSIAN FEDERATION..............................................183 B: EXCHANGE-TRADED BONDS OF БО -02 SERIES .............................................................................................................185 9.1. INFORMATION ON PLACED SECURITIES .......................................................................................................................185
9.1.1. General information...........................................................................................................................................185 9.1.2. Additional information on placed bonds............................................................................................................195 9.1.3. Additional information on convertible securities...............................................................................................236 9.1.4. Additional information on placed options of the issuer .....................................................................................237 9.1.5. Additional information on placed mortgage-backed bonds ...............................................................................237 9.1.6. Additional information on placed Russian depositary receipt ...........................................................................237
9.2. PRICE (PROCEDURE OF PRICE EVALUATION) OF EQUITY SECURITIES PLACEMENT .......................................................237 9.3. PRE-EMPTION RIGHTS TO PURCHASE OF PLACED EQUITY SECURITIES .........................................................................237 9.4. RESTRICTIONS ON PURCHASE AND CIRCULATION OF PLACED EQUITY SECURITIES......................................................237 9.5. INFORMATION ON PRICE TREND OF ISSUER’S EQUITY SECURITIES...............................................................................238 9.6. INFORMATION ON PERSONS RENDERING SERVICES ON ORGANIZATION OF PLACEMENT AND/OR PLACEMENT OF EQUITY SECURITIES........................................................................................................................................................................238 9.7. INFORMATION ON THE CIRCLE OF PROSPECTIVE BUYERS OF EQUITY SECURITIES........................................................239 9.8. INFORMATION ON ORGANIZERS OF TRADING ON EQUITY MARKET INCLUDING THE STOCK EXCHANGES WHERE PLACED SECURITIES ARE ASSUMED TO BE PLACED AND/OR CIRCULATED .......................................................................................239 9.9. INFORMATION ON POSSIBLE ALTERATION OF MARKET SHARE OF SHAREHOLDERS IN AUTHORIZED CAPITAL OF THE ISSUER IN RESULT OF EQUITY SECURITIES PLACEMENT .....................................................................................................240 9.10. INFORMATION ON EXPENSES RELATING ISSUE OF SECURITIES...................................................................................240 9.11. INFORMATION ON METHODS AND PROCEDURE OF REPAYMENT OF FUNDS RECEIVED AS PAYMENT FOR PLACED EQUITY SECURITIES IN CASE OF RECOGNITION OF THE ISSUE (ADDITIONAL ISSUE) OF EQUITY SECURITIES AS FAILED OR INVALID AND IN OTHER CASES PROVIDED BY EXISTING LEGISLATION OF THE RUSSIAN FEDERATION..............................................241
X. ADDITIONAL INFORMATION ON THE ISSUER AND PLACED EQUITY SECURITIES.............................244 10.1. ADDITIONAL INFORMATION ON THE ISSUER .............................................................................................................244
10.1.1. Information on amount, structure of authorized (joint-stock) capital (unit trust) of the Issuer .......................244 10.1.2. Information on alteration of amount of authorized (joint-stock) capital (unit trust) of the Issuer...................245 10.1.3. Information on foundation and usage of reserve and other funds of the Issuer...............................................245 10.1.4. Information on procedure of convocation and holding of the meeting (conference) of the higher Regulatory body of the Issuer .........................................................................................................................................................245 10.1.5. Information on commercial organizations in which the Issuer holds no less then 5 percent of authorized (joint-stock) capital (unit trust) or no less then 5 percent of ordinary shares .......................................................................245 10.1.6. Information on substantial transactions closed by the Issuer ..........................................................................248 10.1.7. Information on credit ratings of the Issuer ......................................................................................................248
10.2. INFORMATION ON EACH CATEGORY (TYPE) OF ISSUER’S SHARES .............................................................................249 10.3. INFORMATION ON PREVIOUS ISSUES OF EQUITY SECURITIES OF THE ISSUER EXCEPT ISSUER’S SHARES ....................251
10.3.1. Information on the issues comprising of redeemed (cancelled) securities.......................................................251 10.3.2. Information on the issues comprising of outstanding securities ......................................................................251 10.3.3. Information on the issues comprising of undercharged securities (in default) ................................................251
10.4. INFORMATION ON THE PERSON (PERSONS) PROVIDING BACKING OF BONDS OF THE ISSUE ........................................252 10.5. CONDITIONS OF ENFORCEABILITY (ENSURING PERFORMANCE OF OBLIGATIONS) UNDER BONDS OF THE ISSUE.........252
10.5.1. Conditions of enforceability (ensuring performance of obligations) under bonds backed by mortgage collateral......................................................................................................................................................................252
10.6. INFORMATION ON ORGANIZATIONS ACCOUNTING RIGHTS TO EQUITY SECURITIES OF THE ISSUER ............................252 10.7. INFORMATION ON REGULATIONS ON ISSUES OF IMPORT AND EXPORT OF CAPITAL WHICH MAY INFLUENCE PAYMENT OF DIVIDENDS, INTEREST AND OTHER SUMS DUE TO NON-RESIDENTS................................................................................252 10.8. DESCRIPTION OF TAXATION SCHEME APPLICABLE TO YIELD ON PLACED EQUITY SECURITIES AND EQUITY SECURITIES TO BE PLACED BY THE ISSUER ...........................................................................................................................................253 10.9. INFORMATION ON DECLARED (CHARGED) AND PAID OFF DIVIDENDS ON ISSUER’S SHARES AND REVENUES ON ISSUER’S BONDS................................................................................................................................................................259 10.10. OTHER INFORMATION.............................................................................................................................................259
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Introduction A: Exchange-traded bonds of БО-01 series a) Basic information on securities placed by the Issuer, which Prospectus is subject to registration: kind,
category (type), series (for bonds) and other identification features of securities: Kind of securities: Exchange-traded bearer bonds. Series: БО-01 Identification features of the issue: Maturity date: Date of start: The 1092nd (one thousand ninety second) day after the start of placement of Exchange-traded bonds of
the issue. Date of end: The start and the end of redemption of Exchange-traded bonds of the issue are the same. Form of placed securities: documentary exchange-traded bearer bonds with mandatory centralized
storage. Face value of each placed security (if placed securities should have face value of according to existing
legislation of the Russian Federation): RUR 1,000 (one thousand rubles). Number of placed securities: 6,000,000 (six million) pieces. Total amount of placed securities at face value (if placed securities should have face value of according to
existing legislation of the Russian Federation): RUR 6,000,000,000 (six billion rubles). Procedure of placement and maturity date of placement (start of placement, end of placement or the
procedure of setting the dates): Placement of Exchange-traded bonds should be commenced not earlier then seven days after
disclosure of information on admission of Exchange-traded bonds to trading at the Stock Exchange market by the Issuer and by the Stock Exchange responsible for admission of Exchange-traded bonds to trading.
The start of Exchange-traded bonds placement should be set by the authorized Regulatory body of the Issuer.
If at occurrence of an event, on which the Issuer should disclose information according to existing Federal legislation and regulations by Federal Executive body for equity market, the other procedure and terms of disclosure of information on such event are in force, as opposed to the procedure and terms provided by Resolution on securities issue and the Prospectus, information on such event should be disclosed according to the procedure and terms provided by Federal legislation and regulations by Federal Executive body for equity market which are in force at the moment of such disclosure.
Information on start of Exchange-traded bonds placement should be published by the Issuer according to
requirements of Regulation on disclosure of information by issuers of equity securities approved by the Order by FFMS (Federal Financial Markets Service) of 10.10.2006 No. 06-117/пз-н within the following terms:
- via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 5 (five) days before the start of securities placement;
- via Issuer’s Internet site located to the following address: http://www.aeroflot.ru, no later then 4 (four) days before the start of securities placement.
The start of Exchange-traded bonds placement set by Issuer’s authorized Regulatory body, can be
changed by resolution of the same Regulatory body upon condition of compliance with requirements to procedure of disclosing information on alteration of the start of Exchange-traded bonds placement stated by existing legislation of the Russian Federation, Resolution on securities issue and the Prospectus.
If the Issuer decides to change the start of securities placement, which have already been disclosed
according to the procedure stated above, the Issuer should publish a report on alteration of the start of securities placement via news feed and Internet page no later then 1 (one) day before commencement of such date.
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The end of securities placement or procedure of its setting: The start and the end of Exchange-traded bonds placement are the same. Issue of Exchange-traded bonds is not supposed to be placed in tranches. Mode of securities placement: public offering. Exchange-traded bonds should be placed by closing purchase and sales transactions at the price of
Exchange-traded bonds placement stated in point 8.4 of Resolution on securities issue and point 2.4 of the Prospectus. While placing Exchange-traded bonds, the transactions should be closed by MICEX Stock Exchange, Closed Joint-Stock company (hereinafter referred to as the “Exchange" or, “MICEX Stock Exchange”) by awarding direct bids for purchasing Exchange-traded bonds submitted via Exchange trading system according to the Rules for securities trading of MICEX Stock Exchange, Closed Joint-Stock company (hereinafter referred to as the "Trading Rules of Exchange" or “Rules of Exchange”).
Other conditions of securities placement are specified in point 8.3. of Resolution on securities issue,
point 2.7 and point 9.1. of the Prospectus. Price of securities placement or procedure of its evaluation: Price of Exchange-traded bonds placement is set equal to RUR 1,000 (one thousand rubles) per one
Exchange-traded bond (100% of face value). Terms of security (for bonds provided with backing): backing is not provided. Conversion terms (for convertible securities): Exchange-traded bonds of the current issue are non-convertible. b) Basic information on securities placed by the Issuer which Prospectus is subject to registration (in case
of later registration of the Prospectus, i.e. after state registration of Report on results of the issue (additional issue) of securities): Specified securities are absent.
c) Primary objects of issue and directions of application of funds acquired as result of equity securities
placement: Funds acquired by issuing bonds will be used for general corporate purposes. d) Other information to be mentioned in Introduction at discretion of the Issuer: no any. B: Exchange-traded bonds of БО-02 series a) Basic information on securities placed by the Issuer, which Prospectus is subject to registration: kind,
category (type), series (for bonds) and other identification features of securities: Kind of securities: Exchange-traded bearer bonds Series: БО-02 Identification features of the issue: Non-convertible interest-bearing documentary exchange-traded
bearer bonds of БО-02 series with mandatory centralized storage (hereinafter referred to as the “Exchange-traded bonds”) early redeemable upon demand of the owners and at discretion of the Issuer.
Maturity date: Date of start: The 1092nd (one thousand ninety second) day after the start of placement of Exchange-traded bonds of
the issue. Date of end: The start and the end of redemption of Exchange-traded bonds of the issue are the same. Form of placed securities: documentary exchange-traded bearer bonds with mandatory centralized
storage.
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Face value of each placed security (if placed securities should have face value according to existing legislation of the Russian Federation): RUR 1,000 (one thousand rubles).
Number of placed securities: 6,000,000 (six million) pieces. Amount of placed securities at face value (if placed securities should have face value according to
existing legislation of the Russian Federation): RUR 6,000,000,000 (six billion rubles) Procedure of placement and maturity date (start of placement, end of placement or procedure of setting
the dates): Placement of Exchange-traded bonds should be started not earlier then seven days after disclosure of
information on admission of Exchange-traded bonds to trading at the Stock Exchange market by the Issuer and by the Stock Exchange responsible for admission of Exchange-traded bonds to trading.
Start of placement of Exchange-traded bonds should be set by authorized Regulatory body of the Issuer.
If at occurrence of an event, on which the Issuer should disclose information according to existing Federal legislation and regulations by the Federal Executive body for equity market, the other procedure and terms of disclosure of information on such event are in force as opposed to the procedure and terms provided by Resolution on securities issue and the Prospectus, information on such event should be disclosed according to such procedure and terms provided by Federal legislation and regulations by the Federal Executive body for equity market, which are in force at the moment of such disclosure.
Information on the start of Exchange-traded bonds placement should be published by the Issuer according
to requirements of Regulation on disclosure of information by issuers of equity securities approved by the Order of FFMS (Federal Financial Markets Service) of 10.10.2006 No. 06-117/пз-н within the following terms:
- via news feed of Interfax, Information Agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 5 (five) days before the start of securities placement;
- via Issuer’s Internet-site, which address is as follows: http://www.aeroflot.ru, no later then 4 (four) days before the start of securities placement.
The start of Exchange-traded bonds placement set by authorized Regulatory body of the Issuer can be
changed by resolution of the same Regulatory body upon condition of compliance with requirements to procedure of disclosing information on alteration of the start of Exchange-traded bonds placement stated by existing legislation of the Russian Federation, Resolution on securities issue and the Prospectus.
If the Issuer decides to change the start of securities placement already disclosed according to the
procedure stated above, the Issuer should publish the report on alteration of the start of securities placement via news feed and Internet page no later then 1 (one) day before commencement of such date.
The end of securities placement or procedure of its setting: The start and the end of Exchange-traded bonds placement are the same. Issue of Exchange-traded bonds is not supposed to be placed in tranches. Mode of placement: public offering. Exchange-traded bonds should be placed by closing purchase and sales transactions at the price of
placement of Exchange-traded bonds stated in point 8.4 of Resolution on securities issue and point 2.4 of the Prospectus. While placing Exchange-traded bonds, the transactions should be closed by MICEX Stock Exchange, Closed Joint-Stock company (hereinafter referred to as the “Exchange", or “MICEX Stock Exchange”) by awarding direct bids for purchasing Exchange-traded bonds submitted via Exchange trading system according to Rules for securities trading of MICEX Stock Exchange, Closed Joint-Stock company (hereinafter referred to as the "Trading Rules of Exchange" or “Rules of Exchange”).
Other conditions of securities placement are set in point 8.3 of Resolution on securities issue, point 2.7
and point 9.1 of the Prospectus. Price of securities placement or procedure of its evaluation: Price of Exchange-traded bonds placement is set equal to RUR 1,000 (one thousand rubles) per one
Exchange-traded bond (100% of face value).
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Terms of security (for bonds provided with backing): backing is not provided. Conversion terms (for convertible securities): Exchange-traded bonds of the current issue are non-convertible. b) Basic information on securities placed by the Issuer which Prospectus is subject to registration (in case
of later registration of the prospectus, i.e. after state registration of report on results of securities issue (or additional issue)): Specified securities are absent.
c) Primary objects of issue and directions of application of funds acquired as result of equity securities
placement: Funds acquired from issued bonds will be used for general corporate purposes. d) Other information to be mentioned in Introduction at discretion of the Issuer: no any. The present Prospectus contains estimations and forecasts made by Issuer’s authorized regulatory
bodies regarding future events and/or forthcoming actions, prospects of development of the trade sector of Issuer’s major activities, results of Issuer’s activities including Issuer’s plans, probabilities of certain events and particular actions. The investors should not rely upon estimations and forecasts made by Issuer’s regulatory bodies entirely, as actual results of Issuer’s future activities may vary from projected ones because of many reasons. Purchase of Issuer’s securities is associated with risks described in the present Prospectus.
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I. Summary of persons affiliated with Regulatory bodies of the Issuer, information on Issuer’s bank accounts, auditor, surveyor, financial
consultant, and other persons signing the Prospectus
1.1. Persons affiliated with Regulatory bodies of the Issuer Surname, name, patronymic, year of birth of each person affiliated with each Issuer’s regulatory body
(hereinafter referred to as the “Regulatory body”) provided by Issuer’s constituent documents excluding General meeting of shareholders (participants) of the Issuer should be mentioned hereunder. Information on personal composition of Board of Directors (supervisory board) of the Issuer including the Chairman, personnel composition of Collegial executive body (Board or Direction) of the Issuer, and the person holding the position (or performing functions) of Sole executive body (Director, General Manager, President) of the Issuer should be provided hereunder.
Regulatory bodies of Aeroflot, OJSC comprise the following: - General meeting of shareholders being superior Regulatory body of the Issuer;
- Board of Directors;
- Collegial executive body is the Board;
- Sole executive body is the General Manager. Personnel composition of Board of Directors of the Issuer:
Surname, Name, Patronymic Year of birth Aleksashenko Sergey Vladimirovich 1959 Androsov Kirill Gennadyevich 1972 Antonov Vladimir Nikolaevich 1953 Dmitriev Vladimir Aleksandrovich 1953 Dushatin Leonid Alekseevich 1960 Lebedev Alexandr Evgenyevich 1959 Levitin Igor Evgenyevich (Chairman of the Board of Directors) 1952 Nikitin Gleb Sergeevich 1977 Savelyev Vitaly Gennadyevich 1954 Stolyarov Andrey Viktorovich 1970 Tarasov Aleksey Evgenyevich 1972
Personnel composition of Collegial executive body of the Issuer (the Board):
Surname, Name, Patronymic Year of birth Avilov Vasiliy Nikolaevich 1954 Antonov Vladimir Nikolaevich 1953 Bushlanov Konstantin Mikhailovich 1951 Galkin Dmitry Yuryevich 1963 Zingman Vadim Yakovlevich 1970 Koldunov Aleksandr Aleksandrovich 1952 Obryvalkin Sergey Gennadyevich 1975 Savelyev Vitaliy Gennadyevich (Chairman of the Board) 1954 Saprykin Dmitry Petrovich 1974 Smirnov Vladimir Vladimirovich 1959 Yakimchuk Anatoly Petrovich 1951 Bogdanov Kirill Grigoryevich 1963 Kurmashov Shamil Ravilyevich 1978
Sole executive body of the Issuer, i.e. General Manager
Surname, name, patronymic Year of birth Savelyev Vitaly Gennadyevich 1954
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1.2. Information on bank accounts of the Issuer Full and short corporate names, place of location, identification number of tax payer for each credit
organization where settlement and other accounts of the Issuer are opened; numbers and types of aforementioned accounts, BIC and number of correspondent account of credit organization should be specified.
Information should be disclosed regarding all settlement and other accounts of the Issuer. In case there are more then 10 accounts, at least 10 settlement and other accounts which the Issuer considers as primary ones, should be specified.
Full corporate name: Joint-Stock Commercial Savings Bank of Russian Federation, Open Joint-Stock company
Short corporate name: Savings Bank of Russia, OJSC Place of location: Russian Federation, 117997, Moscow, Vavilova Street, house 19 TIN: 7707083893 BIC: 044525225 Correspondent account: 30101810400000000225 Account No. 40702810400020106099 Type of account: Settlement account in RUR (Russian rubles) Account No. 40702840700020106099 Type of account: account current in USD (US dollars) Account No. 40702978300020106099 Type of account: account current in EURO Full corporate name: Bank of Development and Foreign-economic Activity (Vneshekonombank), State
Corporation Short corporate name: Vneshekonombank Place of location: Akademika Sakharova prospect, house 9, Moscow, GSP-8, 107996, Russia TIN: 7750004150 BIC: 044525060 Correspondent account: 30101810500000000060 Account No. 40702810613742030439 Type of account: Settlement account in RUR (Russian rubles) Account No. 40702840913742030439 Type of account: account current in USD (US dollars) Account No. 40702978513742030439 Type of account: account current in EURO Full corporate name: Bank Natixis, Closed Joint-Stock Company Short corporate name: Bank Natixis, CJSC Place of location: Russian Federation, 125047, Moscow 1st Tverskaya-Yamskaya Street, house 23/1,
entrance 2 TIN: 7744001810 BIC: 044525512 Correspondent account: 30101810100000000512 in Operation department of Moscow GTU (Main
Territorial Department) of Bank of Russia Account No. 40702810100000000427 Type of account: Settlement account in RUR (Russian rubles) Account No. 40702840400000000427 Type of account: account current in USD (US dollars) Account No. 40702978000000000427 Type of account: account current in EURO Full corporate name: Raiffeisenbank, Closed Joint-Stock Company Short corporate name:
Raiffeisenbank, CJSC Place of location: Russian Federation, 129090, Moscow, Troitskaya Street, house 17/1, building 1 TIN: 7744000302 BIC: 044525700 Correspondent account: 30101810200000000700 Account No. 40702810100001400841 Type of account: Settlement account in RUR (Russian rubles)
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Account No. 40702840400001400841 Type of account: account current in USD (US dollars) Account No. 40702978000001400841 Type of account: account current in EURO Full corporate name: Bank VTB, Open Joint-Stock Company Short corporate name: Bank VTB, OJSC Place of location: Russian Federation, 101000, Moscow Myasnitskaya Street, house 35 TIN: 7702070139 BIC: 044525187 Correspondent account: 30101810700000000187 Account No. 40702810900030002264 Type of account: Settlement account in RUR (Russian rubles) BIC: 044525187 Account No. 40702840800030000941 Type of account: account current in USD (US dollars) Account No. 40702978200160000147 Type of account: account current in EURO Account No. 40702398000160000147 Type of account: Account current in Kazakh Tenge Account No. 40702980900160000147 Type of account: Account current in Ukrainian hryvnas Account No. 40702051800160000147 Type of account: Account current in Armenian drams Full corporate name: Joint-Stock Commercial Bank “Natsionalny Reservny Bank” (National Reserve
Bank), Open Joint-Stock company Short corporate name: JSCB NRBank, OJSC Place of location: Russian Federation, 115054, Moscow, Paveletskaya square, house 2, building 2 TIN: 7703211512 Correspondent account: 30101810200000000933 BIC: 044525933 Account No. 40702810600000000005 Type of account: Settlement account in RUR (Russian rubles) Account No. 40702840900000000005 Type of account: account current in USD (US dollars) Full corporate name: Bank West LB Vostok, Closed Joint-Stock Company Short corporate name: Bank West LB Vostok, CJSC Place of location: Russian Federation, 121069, Moscow Povarskaya Street, house 23, building 4 TIN: 7704037352 BIC: 044525247 Correspondent account: 30101810200000000247 Account No. 40702810000000000193 Type of account: Settlement account in RUR (Russian rubles) Account No. 40702840300020000270 Type of account: account current in USD (US dollars) Account No. 40702978200020000271 Type of account: account current in EURO Full corporate name: Joint-Stock Commercial Bank “Banque Societe Generale Vostok”, Closed Joint-
Stock company Short corporate name: BSGV, CJSC Place of location: Russian Federation, 119180, Moscow, Yakimanskaya naberezhnaya (quay), house 2 TIN: 7703023935 BIC: 044525957 Correspondent account: 30101810600000000957 Account No. 40702826282410000003 Type of account: Account current in UK pounds (sterling) Account No. 40702810600001122001 Type of account: Settlement account in RUR (Russian rubles)
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Account No. 40702840900001122030 Type of account: account current in USD (US dollars) Account No. 40702978400001122020 Type of account: account current in EURO Full corporate name: Royal Bank of Scotland, Closed Joint-Stock Company Short corporate name: Royal Bank of Scotland, CJSC Place of location: Russian Federation, 125009, Moscow, B. Nikitskaya Street, house 17, building 1 TIN: 7703120329 BIC: 044525217 Correspondent account: 30101810900000000217 Account No. 40702810500005586542 Type of account: Settlement account in RUR (Russian rubles) Account No. 40702840800005586542 Type of account: account current in USD (US dollars) Account No. 40702978400005586542 Type of account: account current in EURO Full corporate name: Commercial and Investment Bank “Kalion Rusbank”, Closed Joint-Stock
Company Short corporate name: Kalion Rusbank, CJSC Place of location: Russian Federation, 101000, Moscow, B. Zlatoustyensky pereulok (passage), house
1, building 6 TIN: 7831000612 BIC: 044583843 Correspondent account: 30101810100000000512 in Operation department of Moscow GTU (Main
Territorial Department) of Bank of Russia Account No. 40702810100020001726 Type of account: Settlement account in RUR (Russian rubles) Account No. 40702840400020001726 Type of account: account current in USD (US dollars) Account No. 40702978000020001726 Type of account: account current in EURO Full corporate name: Short corporate name: GPB, OJSC Place of location: Russian Federation, 117420, Moscow, Nemetkina Street, house 16, block 1 TIN: 7744001497 BIC: 044525823 Correspondent account: 30101810100000000512 in Operation department of Moscow GTU (Main
Territorial Department) of Bank of Russia Account No. 40702810600000003835 Type of account: Settlement account in RUR (Russian rubles) Account No. 40702840900000003835 Type of account: account current in USD (US dollars) Account No. 40702978500000003835 Type of account: Account current in EURO Full corporate name: Anapa Branch Savings Bank No. 1804 of South-West Bank of Savings Bank of
Russia Short corporate name: Anapa Branch Savings Bank No. 1804 of South-West Bank of Savings Bank of
Russian Federation Place of location: Russian Federation, Anapa, Lenina Street, house 14 TIN: 7707083893 BIC: 046015602 Correspondent account: 30101810600000000602 Account No. 40702810130040101091 subaccount 40702 81043 00401 01092 Type of account: Settlement account: Full corporate name: Novorossiysk Branch Savings Bank No. 68 of South-West Bank of Savings Bank
of Russia
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Short corporate name: Novorossiysk Branch Savings Bank No. 68 of South-West bank of Savings Bank of Russian Federation
Place of location: Russian Federation, Novorossiysk, Sovetov Street, house 14 TIN: 7707083893 BIC: 046015602 Correspondent account: 30101 81060 00000 00602 Account No. Subaccount 40702810652460102271 Type of account: Settlement account: Full corporate name: Arkhangelsk Branch Savings Bank No. 8637 of North Bank of Savings Bank of
Russia Short corporate name: Arkhangelsk Branch Savings Bank No. 8637 of North Bank of Savings Bank of
Russian Federation Place of location: Russian Federation, Arkhangelsk, Lomonosova prospect, house 137 TIN: 7707083893 BIC: 041117601 Correspondent account: 30101 81010 00000 00601 Account No. 40702810404000104518, subaccount 40702810704000104519 Type of account: Settlement account. Full corporate name: Nenetsk Branch Savings Bank No. 1582 of North Bank of Savings Bank of Russia Short corporate name: Nenetsk Branch Savings Bank No. 1582 of North Bank of Savings Bank of
Russian Federation Place of location: Russian Federation, Naryan Mar, Lenina Street, house 16 TIN: 7707083893 BIC: 042117601 Correspondent account: 30102 81010 00000 00601 Account No. Subaccount 40702810504210100257 Type of account: Settlement account. Full corporate name: Astrakhan Branch Savings Bank No. 8625 of Povolzhsky Bank of Savings Bank
of Russia Short corporate name: Astrakhan Branch Savings Bank No. 8625 of Povolzhsky Bank of Savings Bank
of Russian Federation Place of location: Russian Federation, Astrakhan, Kirova Street, house 41 TIN: 7707083893 BIC: 041203602 Correspondent account: 30101 81050 00000 00602 Account No. 40502810505160100011, subaccount 40502810805160100012 Type of account: Settlement account. Full corporate name: Altay bank of Savings Bank of Russia Short corporate name: Altay bank of Savings Bank of Russian Federation Place of location: Russian Federation, Barnaul, Komsomolsky prospect, house 106-A TIN: 7707083893 BIC: 040173604 Correspondent account: 30101810200000000604 Account No. 40702810702000100655 subaccount 40702 81040 00401 01092 Type of account: Settlement account. Full corporate name: Operations department of Primorsky Branch Savings Bank No. 8635 of
Dalnevostochny bank of Savings Bank of Russia Short corporate name: Operations department of Primorsky Branch Savings Bank No. 8635 of
Dalnevostochny bank of Savings Bank of Russian Federation Place of location: Russian Federation, Vladivostok, Semenovskaya Street, house 22 TIN: 7707083893 BIC: 040507601 Account No. 40702810750020100495, subaccount 40702810550020100996 Correspondent account: 30101 81080 00000 00601 Type of account: Settlement account in RUR (Russian rubles)
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Full corporate name: Volgograd Branch Savings Bank No. 8621 of Povolzhsky Bank of Savings Bank
of Russia Short corporate name: Volgograd Branch Savings Bank No. 8621 of Povolzhsky Bank of Savings Bank
of Russian Federation Place of location: Russian Federation, Volgograd, Kommunisticheskaya Street, house 40 TIN: 7707083893 BIC: 041806647 Account No. 40702810211280100701, subaccount 40702810811280100538 Correspondent account: 30101 81010 00000 00647 Type of account: Settlement account in RUR (Russian rubles) Full corporate name: Oktyabrysky Branch Savings Bank No. 1794 of Uralsky Bank of Savings Bank of
Russia Short corporate name: Oktyabrysky Branch Savings Bank No. 1794 of Uralsky Bank of Savings Bank
of Russian Federation Place of location: Russian Federation, Ekaterinburg, Dekabristov Street, house 45 TIN: 7707083893 BIC: 046577674 Correspondent account: 30101 81050 00000 00674 Account No. 40702810516480101285, subaccount 40702810516480101353 Type of account: Settlement account in RUR (Russian rubles) Full corporate name: Operations department of Baikalsky bank of Savings Bank of Russia Short corporate name: Operations department of Baikalsky bank of Savings Bank of Russian
Federation Place of location: Russian Federation, Irkutsk, Deputatskaya Street, house 32 TIN: 7707083893 BIC: 042520607 Correspondent account: 30101 81090 00000 00607 Account No. 40702810118020101096, subaccount 40702810418020101097 Type of account: Settlement account in RUR (Russian rubles) Full corporate name: Kaliningrad Branch Savings Bank No. 8626 of North-West Bank of Savings Bank
of Russia Short corporate name: Kaliningrad Branch Savings Bank No. 8626 of North-West Bank of Savings
Bank of Russian Federation Place of location: Russian Federation, Kaliningrad, Kirova Street, house 85/87 TIN: 7707083893 BIC: 042748634 Correspondent account: 30101 81010 00000 00634 Account No. 40702810220110101748, subaccount 40702810020110100664 Type of account: Settlement account in RUR (Russian rubles) Full corporate name: Kemerovskoye Branch No. 8615 of Sibir Bank of Savings Bank of Russia Short corporate name: Kemerovskoye Branch No. 8615 of Sibir Bank of Savings Bank of Russian
Federation Place of location: Russian Federation, Kemerovo, Oktyabrsky prospect, house 53 TIN: 7707083893 BIC: 043207612 Correspondent account: 30101 81020 00000 00612 Account No. 40702810026020103397, subaccount 40702810826020103490 Type of account: Settlement account in RUR (Russian rubles) Full corporate name: Krasnodar Branch Savings Bank No. 8619 of South-West Bank of Savings Bank
of Russia Short corporate name: Krasnodar Branch Savings Bank No. 8619 of South-West Bank of Savings Bank
of Russian Federation Place of location: Russian Federation, Krasnodar, Gimnazicheskaya Street, house 65 TIN: 7707083893
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BIC: 040349602 Correspondent account: 30101 81010 00000 00602 Account No. 40702810130010120345, subaccount 40702810130020101833 Type of account: Settlement account in RUR (Russian rubles) Full corporate name: Krasnoyarsk Main Branch Savings Bank No. 161/0250 of Eastern Siberian Bank
of Savings Bank of Russia Short corporate name: Krasnoyarsk Main Branch Savings Bank No. 161/0250 of Eastern Siberian
Bank of Savings Bank of Russian Federation Place of location: Russian Federation, Krasnotarsk, Karl Marks street, house 44A TIN: 7707083893 BIC: 040407627 Account No. 40702810631280126545, subaccount 40702810331280126544 Correspondent account: 30101 81080 00000 00627 Type of account: Settlement account in RUR (Russian rubles) Full corporate name: North-East Bank of Savings Bank of Russia Short corporate name: North-East Bank of Savings Bank of Russian Federation Place of location: Russian Federation, Magadan, Pushkina street, house11/11 TIN: 7707083893 BIC: 044442607 Correspondent account: 30101 81030 00000 00607 Account No. 40702810136000102178, subaccount 40702810436000102179 Type of account: Settlement account in RUR (Russian rubles) Full corporate name: Short corporate name: Pyatigorsk Branch Savings Bank No. 30 of North Caucasus Bank of Savings
Bank of Russian Federation Place of location: Russian Federation, Mineralnye Vody, Kirova prospect, house 59 TIN: 7707083893 BIC: 040707644 Correspondent account: 30101 81050 00000 00644 Account No. 40702810560050100720, subaccount 40702810260050100732 Type of account: Settlement account in RUR (Russian rubles) Full corporate name: Short corporate name: Murmansk Branch Savings Bank No. 8627 of North-West Bank of Savings Bank
of Russian Federation Place of location: Russian Federation, Murmansk, Lenina prospect, house 37 TIN: 7707083893 BIC: 044705615 Correspondent account: 30101 81030 00000 00615 Account No. 40702810041020101621, subaccount 40702810141020001621 Type of account: Settlement account in RUR (Russian rubles) Full corporate name: Short corporate name: Nizhnevartovsk Branch Savings Bank No. 5939 of West Siberian Bank of
Savings Bank of Russian Federation Place of location: Russian Federation, Nizhnevartovsk, Internatsionalnaya Street, house 10 TIN: 7707083893 BIC: 047102651 Account No. 40702810567160101199, subaccount 40702810867160100599 Correspondent account: 30101 81080 00000 00651 Type of account: Settlement account in RUR (Russian rubles) Full corporate name: Operations department of Volgo-Vyatsk Bank of Savings Bank of Russia Short corporate name: Operations department of Volgo-Vyatsk Bank of Savings Bank of Russian
Federation Place of location: Russian Federation, Nizhny Novgorod, Oktyabrskaya Street, house 35 TIN: 7707083893
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BIC: 042202603 Correspondent account: 30101 81090 00000 00603 Account No. 40702810042020001387, subaccount 40702810342020001388 Type of account: Settlement account in RUR (Russian rubles) Full corporate name: Short corporate name: Central Branch Savings Bank No. 139 of Siberian Bank of Savings Bank of
Russian Federation Place of location: Russian Federation, Novosibirsk, Krasny prospect, house 46 TIN: 7707083893 BIC: 045004641 Correspondent account: 30101 81050 00000 00641 Account No. 40702810144070102369, subaccount 40702810444070101099 Type of account: Settlement account in RUR (Russian rubles) Full corporate name: Omsk Branch Savings Bank No. 8634 of West Siberian Bank of Savings Bank of
Russia Short corporate name: Omsk Branch Savings Bank No. 8634 of West Siberian Bank of Savings Bank of
Russian Federation Place of location: Russian Federation, Omsk, Marshala Zhukova Street, house 4/1 TIN: 7707083893 BIC: 045209673 Correspondent account: 30101 81090 00000 00673 Account No. 40702810845370100413, subaccount 40702810245370100181 Type of account: Settlement account in RUR (Russian rubles) Full corporate name: Short corporate name: Leninsk Branch Savings Bank No. 22 of West Ural Bank of Savings Bank of
Russian Federation Place of location: Russian Federation, Perm, Lenina Street, house 32 TIN: 7707083893 BIC: 045773603 Correspondent account: 30101 81090 00000 00603 Account No. 40702810149090111854, subaccount 40702810449090111855 Type of account: Settlement account in RUR (Russian rubles) Full corporate name: Short corporate name: Kamchatka Branch Savings Bank No. 8556 of North-East Bank of Savings Bank
of Russian Federation Place of location: Russian Federation, Petropavlovsk-Kamchatsky, Lukashevskogo Street, house 2 TIN: 7707083893 BIC: 043002602 Correspondent account: 30101 81060 00000 00602 Account No. 40702810536170000747, subaccount 40702810236170000746 Type of account: Settlement account in RUR (Russian rubles) Full corporate name: Short corporate name: Samara Branch Savings Bank No. 28 of Povolzhsky Bank of Savings Bank of
Russian Federation Place of location: Russian Federation, Samara, Samarskaya Street, house 207 TIN: 7707083893 BIC: 043601607 Correspondent account: 30101 81020 00000 00607 Account No. 40702810754110104024, subaccount 40702810454110104023 Type of account: Settlement account in RUR (Russian rubles) Full corporate name: Short corporate name: Central Branch Savings Bank No. 1991/055 of North-West bank of Savings
Bank of Russian Federation Place of location: Russian Federation, St. Petersburg, Nevsky prospect, house 99-101
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TIN: 7707083893 BIC: 044030653 Correspondent account: 30101 81050 00000 00653 Account No. 40702810455500136885, subaccount 40702810655230153064 Type of account: Settlement account in RUR (Russian rubles) Full corporate name: St. Petersburg Branch of Joint-Stock Commercial Bank “Natsionalny Reservny
Bank” (National Reserve Bank), Open Joint-Stock Company Short corporate name: St. Petersburg Branch of JSCB “NRBank” Place of location: Russian Federation, St. Petersburg, Poltavskaya Street, house 6 TIN: 7703211512 BIC: 044030712 Correspondent account: 30101 81070 00000 00712 Account No. 40702810600010000751 Type of account: Settlement account in RUR (Russian rubles) Full corporate name: “Bank VTB Severo-Zapad” (Bank VTB North-West), Open Joint-Stock Company Short corporate name: “Bank VTB Severo-Zapad”, OJSC Place of location: Russian Federation, St. Petersburg, Kaluzhsky pereulok (alley), house 7 TIN: 7831000010 BIC: 044030791 Correspondent account: 30101 81020 00000 00791 Account No. 40702810828000003192 Type of account: Settlement account in RUR (Russian rubles) Full corporate name: Central Branch Savings Bank No. 1806 of South-West Bank of Savings Bank of
Russia Short corporate name: Central Branch Savings Bank No. 1806 of South-West Bank of Savings Bank of
Russian Federation Place of location: Russian Federation, Sochi, Gorkogo Street, house 36 TIN: 7707083893 BIC: 046015602 Correspondent account: 30102 81060 00000 00602 Account No. 40702810530060102159, subaccount 40702810330060102281 Type of account: Settlement account in RUR (Russian rubles) Full corporate name: Surgut Branch No. 5940 of West Siberian Bank of Savings Bank of Russia Short corporate name: Surgut Branch No. 5940 of West Siberian Bank of Savings Bank of Russian
Federation Place of location: Russian Federation, Surgut, Dzerzhinskogo Street, house 5 TIN: 7707083893 BIC: 047102651 Account No. 40702810867170102338, subaccount 40702810567170102337 Correspondent account: 30101810800000000651 Type of account: Settlement account in RUR (Russian rubles) Full corporate name: West Siberian Bank of Savings Bank of Russia Short corporate name: West Siberian Bank of Savings Bank of Russian Federation Place of location: Russian Federation, Tyumen, Rizhskaya Street, house 61 TIN: 7707083893 BIC: 047102651 Correspondent account: 30101 81080 00000 00651 Account No. 40702810567020103693, subaccount 40702810867020103694 Type of account: Settlement account in RUR (Russian rubles) Full corporate name: Bashkiriya Branch Savings Bank No. 8598/0196 of Uralsky Bank of Savings
Bank of Russia Short corporate name: Bashkiriya Branch Savings Bank No. 8598/0196 of Uralsky Bank of Savings
Bank of Russian Federation Place of location: Russian Federation, Ufa, Lenina Street, house 20
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TIN: 7707083893 BIC: 048073601 Correspondent account: 30101 81030 00000 00601 Account No. 40702810606440001150, subaccount 40702810906440101420 Type of account: Settlement account in RUR (Russian rubles) Full corporate name: Outlet No.2 of Operations Department of Dalnevostochny Bank of Savings Bank
of Russia Short corporate name: Outlet No.2 of Operations Department of Dalnevostochny Bank of Savings Bank
of Russian Federation Place of location: Russian Federation, Khabarovsk, Brestskaya Street, house 4 TIN: 7707083893 BIC: 040813608 Correspondent account: 30101 81060 00000 00608 Account No. 40702810270000103140, subaccount 40702810470000103131 Type of account: Settlement account in RUR (Russian rubles) Full corporate name: Chelyabinsk Branch Savings Bank No. 8597 of Uralsky Bank of Savings Bank of
Russia Short corporate name: Chelyabinsk Branch Savings Bank No. 8597 of Uralsky Bank of Savings Bank
of Russian Federation Place of location: Russian Federation, Chelyabinsk, Entuziastov street, house 9-A TIN: 7707083893 BIC: 047501602 Correspondent account: 30101 81070 00000 00602 Account No. 40702810272020101610, subaccount 40702810672020101618 Type of account: Settlement account in RUR (Russian rubles) Full corporate name: Savings Bank Short corporate name: Yuzhno-Sakhalinsk Branch Savings Bank No. 8567 of Savings Bank of Russian
Federation Place of location: Russian Federation, Yuzhno-Sakhalinsk, Amurskaya Street, house 61 TIN: 7707083893 BIC: 046401642 Correspondent account: 30101 81070 00000 00602 Account No. 40702810550340103317, subaccount 40702810850340103321 Type of account: Settlement account in RUR (Russian rubles)
1.3. Information on the auditor (auditors) of the Issuer Hereunder the information should be provided regarding the auditor (auditors) performed independent
audit of accounting and financial (accounts) statements either for the last three completed financial years or for each completed financial year (if the Issuer has been operating for less then three years), or performed independent audit of either entrance financial (accounts) statements of the Issuer (if due date of submission of annual financial (accounts) statements of the Issuer hasn’t expired yet) or quarter financial (accounts) statements of the Issuer (if due date of quarter financial (accounts) statements submission has already expired by the date of approval of the Prospectus), and composed corresponding audit reports:
Full corporate name: Short corporate name: Place of location: Phone: (495) 967-0495 Fax: (495) 967-0497 E-mail address: [email protected] License No. E 000548 Date of license issue: 25.06.2002 Duration of audit license: valid for 5 years, extended up to June 25, 2012 Specified license was issued by the following authority: Ministry of Finance of the Russian Federation
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Full name and place of location of self-regulatory organization of auditors, in which the auditor of the
Issuer is (was) participating: The auditor is participating in the following self-regulatory organization of auditors: Full name: Institute of Professional Auditors, Non-commercial Partnership Place of location: Russian Federation, 117420, Moscow, Nametkina Street, house 14, building 1,
office 813 Financial year (years) or other reporting period for which an independent audit of accounting and
financial (accounts) statements of the Issuer was performed by the auditor: 2002-years from 2002 to 2008 (audit of accounts statements of the Issuer according to RAS, Russian Accounting Standards).
Hereunder the facts which may affect auditor independence of the Issuer including information on presence of substantial interests binding the auditor (or auditor’s officers) to the Issuer (or Issuer's officers) should be described:
If auditor holds (auditor's officers hold) market shares in authorized (joint-stock) capital or unit trust of the Issuer: there are no such shares.
If loan proceeds were granted for the auditor (auditor’s officers) by the Issuer: loan proceeds were not granted.
If there are either close business relationships (joint participation in promotion of products or services of the Issuer, participation in joint business activities, etc.) or kindred relationships: There are no such relationships.
Information on Issuer’s officers simultaneously holding positions of the auditor or auditor's officers: There are no such officers.
Measures undertaken by the Issuer and the auditor to reduce effect of the factors specified above: Decrease of risk of such factors is provided by existence of the Committee for audit as part of the Board
of Directors and procedure of auditor’s selection. Committee for audit was established in 2003. The Chairman of the Committee is selected from among participants of the Board of Directors not included into Company staff list. Committee’s terms of reference cover preparation of recommendations on selection of the auditor for the Board of Directors of the Company. The auditor should be selected from among qualified independent auditors of high-level professional reputation. Also, Committee’s terms of reference cover assessment of degree of neutrality and independence of the auditor.
Procedure of auditor selection should be described below: Tender procedure for selection of the auditor (if any) and major conditions of the tender should be
specified hereunder: Open tender for selection of the auditor is carried out on annual basis. Procedure of nominating auditor’s candidature for election by the meeting of shareholders (participants)
including the Regulatory body making corresponding decision should be specified hereunder: Company auditor should be approved by the General meeting of shareholders by considering
propositions made by the Board of Directors. Information on works to be undertaken by the auditor within the limits of special audit tasks should be
specified hereunder. Procedure of evaluation of auditor’s compensation: Actual amount of compensation paid off by the Issuer to the auditor as a result of each financial year or
other reporting period of independent audit of accounting and financial (accounts) statements of the Issuer performed by the Auditor:
Inclusive of VAT: Year of 2006 - RUR 6,962,000 Year of 2007 - RUR 6,962,000 Year of 2008 - RUR 6,962,000 Information on deferred and overdue payments for services rendered by the auditor: There are no any deferred and overdue payments for services rendered by the auditor. Auditors that undertook independent audit of financial statements of the Company according to
requirements of IAS: Full corporate name: Deloitte&Touche, Closed Joint-Stock Company Short corporate name: Deloitte&Touche, CJSC Place of location: Russian Federation, Moscow, Mahovaya Street, house 4/7, building 2
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Phone: 7 (495) 787 06 00 Fax: 7 (495) 787 06 00 E-mail address: [email protected] Licence No. 002417 Date of licence issue: 06.11.2002 Duration of audit licence: valid for 5 years, extended up to 06.11.2012 Authority issuing the aforementioned licence: Ministry of Finance of Russian Federation Full name and place of location of self-regulatory organization of auditors, the auditor of the Issuer is
(was) participating in: The auditor is participating in the following self-regulatory organization of auditors: Full corporate name: Audit Chamber of Russia, Non-Commercial Partnership Place of location: Russian Federation, 105120, Moscow, 3rd Syromyatnichesky pereulok (passage),
house 3/9 Financial year (years) or other reporting period of independent audit of accounting and financial
(accounts) statements of the Issuer performed by the auditor: years from 2003 to 2006. (Audit of consolidated financial statements according to IAS)
The facts potentially affecting auditor's independence of the Issuer including information on existing substantial interests binding the auditor (or auditor’s officers) to the Issuer (or Issuer's officers) should be described hereunder:
If auditor holds (auditor's officers hold) market shares in authorized (joint-stock) capital or unit trust of the Issuer: there are no such shares.
If loan proceeds were granted for the auditor (auditor’s officers) by the Issuer: no loan proceeds were granted.
If there are either close business relationships (joint participation in promotion of products or services of the Issuer, participation in joint business activities, etc.) or kindred relationships: there are no such relationships.
Information on Issuer’s officers simultaneously holding positions of auditor or auditor's officers: There are no such officers.
Measures undertaken by the Issuer and the auditor to reduce effect of the factors specified above: Procedure of auditor’s selection providing possibility to decrease risks of specified factors influence is
as follows: holding tender for auditor's selection. The procedure of auditor selection should be described hereunder: Existing procedure of tender for auditor selection (if any) and major conditions of the tender should be
specified hereunder: An auditor should be selected on a tender basis from among "Big Four" companies. The company
meeting requirements of the Issuer to the most should be selected as result of comprehensive analysis of applications.
Procedure of nominating auditor for election by the meeting of shareholders (participants) and the Regulatory body making corresponding decision should be specified hereunder:
Approval of general meeting of shareholders is not required. Candidature of the auditor should be assigned by tender committee created by the order of the Chief Executive manager.
Information on works undertaken by the auditor within the limits of special audit tasks. Works under special audit tasks haven’t been carried out.
Procedure of evaluation of auditor’s compensation: Auditor’s compensation should be evaluated based
on calculation of planned expenditures of working time and hourly rates of auditor's specialists mentioned in calculation of auditor's service costs.
Actual amount of compensation paid off by the Issuer to the auditor as a result of each financial year or other reporting period of independent audit of accounting and financial (accounts) statements of the Issuer performed by the auditor:
Inclusive of VAT: Year of 2006 - RUR 13,726,197.71 Information on deferred and overdue payments for services rendered by the auditor: There are no any deferred and overdue payments for services rendered by the auditor. Full corporate name: KPMG, Closed Joint-Stock Company Short corporate name: KPMG, CJSC
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Place of location: 123 317, Russian Federation, Krasnopresnenskaya naberezhnaya (quay), house 18, “Bashnya na Naberezhnoy” (Tower on the Quay) complex, block C, 31st floor
Phone: (495) 937-44-77 Fax: (495) 937-44-99 E-mail address: [email protected] Licence No. E 003330 Date of licence issue: January 17, 2003 Duration of audit licence: valid for 5 years, extended up to January 17, 2013 Authority issuing specified licence: Ministry of Finance of Russian Federation Full name and place of location of self-regulatory organization of auditors, the auditor of the Issuer is
(was) participating in: The auditor is participating in the following self-regulatory organization of auditors: Full corporate name: “Auditorskaya Palata Rossiyi” (Audit Chamber of Russia), Non-Commercial
Partnership Place of location: Russian Federation, 105120, Moscow, 3rd Syromyatnichesky pereulok (passage),
house 3/9, building 3 Financial year (years) or other reporting period of independent audit of accounting and financial
(accounts) statements of the Issuer performed by the auditor: years from 2007 to 2008. (Audit of consolidated financial statements according to IAS)
The facts possibly affecting auditor’s independence of the Issuer including information on presence of substantial interests binding the auditor (or auditor’s officers) to the Issuer (or Issuer's officers) should be described hereunder:
If auditor holds (auditor's officers hold) market shares in authorized (joint-stock) capital or unit trust of the Issuer: there are no such shares.
If loan proceeds were granted for the auditor (auditor’s officers) by the Issuer: no any such loan proceeds were granted.
If there are either close business relationships (joint participation in promotion of products or services of the Issuer, participation in joint business activities, etc.) or kindred relationships: there are no such relationships.
Information on Issuer’s officers simultaneously holding positions of the auditor or auditor's officers: There are no such officers.
Measures undertaken by the Issuer and the auditor to reduce the effects of above mentioned factors: Procedure of auditor selection employed to decrease the risk caused by specified factors is holding a
tender for auditor's selection. Procedure of Issuer’s auditor selection should be described hereunder: Existing procedure of tender for auditor’s selection (if any) and major conditions of the tender should be
described hereunder: The auditor should be selected by on tender basis from among "Big Four" companies. The company
meeting requirements of the Issuer to the most should be selected as result of comprehensive analysis of the applications.
Procedure of auditor’s nomination for election by the meeting of shareholders (participants) and the Regulatory body making corresponding decision should be specified hereunder:
Approval of general meeting of shareholders is not required. Candidature of the auditor should be assigned by tender committee created by General Manager’s order.
Information on works undertaken by the auditor within the limits of special audit tasks should be described hereunder. Review of consolidated financial statements of the Company for 6 and 8 months of the year of 2009 prepared according to IAS.
Procedure of evaluation of auditor’s compensation: Auditor’s compensation should be evaluated based
on calculation of planned expenditures of working time and hourly rates of auditor's specialists mentioned in calculation of auditor's service costs.
Actual amounts of compensation paid off by the Issuer to the auditor following the results of each financial year or other reporting period of independent audit of accounting and financial (accounts) statements of the Issuer performed by the auditor are as follows:
Year of 2007 - RUR 8,425,200 Year of 2008 - RUR 7,522,500 Information on deferred and overdue payments for services rendered by the auditor:
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There are no any deferred and overdue payments for services rendered by the auditor.
1.4. Information on surveyor of the Issuer The surveyor is (surveyors are) employed for the following purposes: Evaluation of market price of placed securities; Evaluation of market price of property which could be used for payment for placed securities; Evaluation of market price of property given in mortgage under mortgage bonds; Such bonds were not used by the Issuer.
1.5. Information on the consultants of the Issuer Either any financial consultant for equity market or other persons rendering consulting services for the
Issuer relating issue of securities and execution of the prospectus submitted for registration or any other registered prospectus of outstanding securities of the Issuer, were not employed by the Issuer.
1.6. Information on other persons signatory to the Prospectus The following data relating the person providing collateral pool for the bonds of the issue and other
persons signatory to the Prospectus not mentioned in previous points of the present section, should be specified hereunder:
Surname, name, patronymic Trusov Andrey Pavlovich Year of birth: 1967 Chief Accountant of Aeroflot, OJSC
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II. Summary of amount, procedure, terms and conditions of placement for each kind, category (type) of placed equity securities
A: Exchange-traded bonds of БО-01 series
2.1. Kind, category (type) and form of placed securities Kind of placed securities: Series: БО-01 Other identification features of placed securities: Non-convertible interest-bearing documentary
exchange-traded bearer bonds of БО-01 series with mandatory centralized storage (hereinafter referred to as the “Exchange-traded bonds”) early redeemable upon demand of owners and at discretion of the Issuer.
Maturity date: Date of start: The 1092nd (one thousand ninety second) day after the start of placement of Exchange-traded bonds of
the issue. Date of end: Dates of the start and the end of redemption of Exchange-traded bonds of the issue are the same. Form of placed securities: documentary exchange-traded bearer bonds with mandatory centralized
storage.
2.2. Face value of each kind, category (type), series of placed equity securities Face value of placed securities: RUR 1,000 (one thousand rubles).
2.3. Expected amount of the issue in monetary terms and number of placed equity securities
Number of placed securities of the issuer: 6,000,000 (six million) pieces. Amount of placed securities of the issue at face value: RUR 6,000,000,000 (six billion rubles). If along with placement of securities it is planned to propose previously placed (outstanding) securities of
the Issuer of the same kind, category (type) for purchase (including by floatation of corresponding foreign securities out of the borders of the Russian Federation), expected number of placed (outstanding) securities of the Issuer proposed for purchase, and their amount at face value should be mentioned hereunder. Specified actions are not planned.
2.4. Price (procedure of price evaluation) of equity securities placement Price of Exchange-traded bonds placement is set equal to RUR 1,000 (one thousand rubles) per one
Exchange-traded bond (100% of face value). If during placement of securities of the issue (additional issue) pre-emption right for purchase is granted,
the price of securities placement or procedure of its evaluation in the name of the persons having such pre-emption right should be mentioned hereunder.
Pre-emption right is not granted.
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2.5. Procedure and terms of equity securities placement The start and the end of securities placement or procedure of setting the term of securities placement: Placement of Exchange-traded bonds should be commenced not earlier then seven days after
disclosure of information concerning admission of Exchange-traded bonds to trading at the stock exchange market by the Issuer and by the Exchange responsible for admission of Exchange-traded bonds to trading.
The start of placement of Exchange-traded bonds should be set by the authorized Regulatory body of the Issuer.
If at occurrence of an event, on which the Issuer should disclose information according to existing federal legislation and regulations by Federal Executive body for equity market, the other procedure and terms of disclosure of information on such event are in force, as opposed to the procedure and terms provided by Resolution on securities issue and the Prospectus, information on such event should be disclosed according to the procedure and terms provided by federal legislation and regulations by Federal Executive body for equity market which are in force at the moment of such disclosure.
Information on start of placement of Exchange-traded bonds should be published by the Issuer
according to requirements of the Regulation on disclosure of information by issuers of equity securities approved by the Order No. 06-117/пз-н issued by FFMS (Federal Financial Markets Service) of 10.10.2006 within the following terms:
- via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 5 (five) days before the start of securities placement;
- via Issuer’s Internet-site, which address is as follows: http://www.aeroflot.ru, no later then 4 (four) days before the start of securities placement.
The start of Exchange-traded bonds placement set by Issuer’s authorized Regulatory body, can be changed by resolution of the same Issuer’s authorized Regulatory body upon condition of compliance with requirements concerning procedure of disclosing information on alteration of the start of Exchange-traded bonds placement stated by existing legislation of the Russian Federation, Resolution on securities issue and the Prospectus.
If the Issuer decides to change the start of securities placement already disclosed according to the
procedure stated above, the Issuer should publish a report on alteration of the start of securities placement via news feed and Internet page no later then 1 (one) day before commencement of such date.
The end of securities placement or procedure of its setting: The start and the end of Exchange-traded bonds placement are the same. Exchange-traded bonds issue is not supposed to be placed in tranches. Mode of placement: public offering. Pre-emption right to purchasing placed securities and the date of compilation of the register of persons
granted with such pre-emption right: Pre-emption right to purchase is not provided. If placement of securities by public offering provides possibility to purchase securities out of the borders
of the Russian Federation including by means of foreign securities acquisition, such possibility should be mentioned hereunder: Such possibility is not provided.
Other conditions of securities placement substantial in Issuer’s opinion: there are no such conditions. If securities are placed by the Issuer by employing the persons rendering services on securities placement
and/or organization of securities placement, the following information regarding each person thus involved should be specified hereunder:
The Underwriter is an organization rendering services on Exchange-traded bonds placement and
organization of Exchange-traded bonds placement (hereinafter referred to as the “Placement Mediator” or the “Organizer”) acting by order and at the expense of the Issuer.
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The following company acts as the Underwriter of Exchange-traded bonds issue: “Troika Dialog” Investment Company, Closed Joint-Stock Company
Full corporate name: “Troika Dialog” Investment Company, Closed Joint-Stock Company Short corporate name: “Troika Dialog” IC, CJSC TIN: 7710048970 Place of location: Russian Federation, 125009, Moscow, Romanov pereulok (alley), house 4 Postal address: Russian Federation, 125009, Moscow, Romanov pereulok (alley), house 4 Licence No. 177-06514-100000 (broker licence) Date of issue: April 8, 2003 Duration of licence: unlimited Licensing authority: Federal Securities Commission of Russia Licence No. 177-06518-010000 (dealer licence) Date of issue: April 8, 2003 Duration of licence: unlimited Licensing authority: Federal Securities Commission of Russia
Major functions of the person rendering services on securities placement and/or organization of securities placement are as follows:
• Allowing bids to close Exchange-traded bonds purchase and sale transactions; at this, the Underwriter should act by order and at expense of the Issuer according to terms and conditions of the contract and the procedure set by the Resolution on securities issue and the Prospectus.
• Executing actions relating admission of Exchange-traded bonds to trading during placement at the Stock Exchange in the name of and at the expense of the Issuer.
• Informing the Issuer on number of actually placed Exchange-traded bonds and amount of monetary funds acquired as result of selling Exchange-traded bonds.
• Transfer of monetary funds received by the Underwriter as payment from purchasers of Exchange-traded bonds, to settlement account of the Issuer according to terms and conditions of the contract made.
• Carrying out other actions necessary to fulfill Underwriter’s obligations on Exchange-traded bonds placement in compliance with existing legislation of the Russian Federation and the contract made between the Issuer and the Underwriter.
If such person undertakes to purchase the securities not placed in due time, it should be mentioned
hereunder. In case of such undertaking, the amount (or the procedure of setting such amount) of securities not placed in due time which the specified person should purchase and the period (or the procedure of setting such period) after expiration of which the specified person should purchase mentioned amount of securities, should also be specified hereunder.
According to the contract, the Organizer is not liable to purchase securities not placed in due time. If such person undertakes to keep prices of placed securities up to certain level within certain period after
completion of securities placement (i.e. stabilization) including obligation to render services of market-maker, it should be mentioned hereunder. In case of such undertakings, the term (or procedure of setting such term) within which specified person undertakes to provide stabilization or render services of market-maker should be specified hereunder as well.
Obligation regarding keeping prices of placed securities up to certain level within certain period after completion of securities placement (i.e. stabilization) is not provided by the contract made between the Issuer and the Organizer. The Organizer assumes to conclude an agreement of performing functions of market-maker in case of entering Exchange-traded bonds into Quotation list B of the Stock Exchange.
If such person is entitled to purchase additional amount of securities of the Issuer from among placed
(outstanding) securities of the Issuer of the same kind, category (type) as securities to be placed, that may be either sold or not subject to results of securities placement, it should be mentioned hereunder. In case of such entitlement, additional amount (or procedure of setting such additional amount) of securities that can be purchased by the person specified, and the period (or procedure of setting such period) within which the right of purchasing additional amount of securities can be exercised, should also be specified hereunder.
Such entitlement is not provided.
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Amount of compensation of the person rendering services on placement and/or organization of placement of securities is as follows: Amount of compensation of the persons rendering services on placement and/or organization of placement of securities should not exceed 1.0% (one percent) of face value of Exchange-traded bonds issue.
If agreement of performing function of market-maker is concluded, compensation of the Organizer for rendering services of market-maker should not exceed RUR 10,000 (ten thousand rubles).
If along with placement of securities it is planned to propose previously placed (outstanding) securities of
the Issuer of the same kind, category (type) for purchase (including by floatation of corresponding foreign securities out of the borders of the Russian Federation), additional information should be specified hereunder: Specified actions are not planned.
2.6. Procedure and conditions of payment of placed equity securities Terms, mode (monetary or non-monetary resources) and procedure of payment of placed securities. Exchange-traded bonds should be paid off in monetary form in currency of Russian Federation via
bank transfer of funds. Accounting of Exchange-traded bonds during placement should be done in compliance with Rules for
clearing business carried out by Clearing organization on equity market. Monetary funds received by placement of Exchange-traded bonds at Stock Exchange should be credited to Issuer’s account at Clearing House of MICEX (Moscow Central Stock Exchange).
Credit organization: Full corporate name: Nonbanking Credit Organization, Clearing House of Moscow Interbank Currency
Exchange, Closed Joint-Stock company Short corporate name: CH MICEX, CJSC Place of location: Russian Federation, 125009, Moscow, Bolshoy Kislovsky pereulok (alley), house
1/13, building 4 Postal address: Russian Federation, 125009, Moscow, Bolshoy Kislovsky pereulok (alley), house 1/13,
building 8 BIC: 044583505 Correspondent account: 30105810100000000505
If the Issuer has no account opened at CH MICEX, monetary funds received by placement of Exchange-traded bonds at Stock Exchange should be credited to Underwriter’s account opened at CH MICEX.
Underwriter’s account details:
Account owner: “Troika Dialog” Investment Company, Closed Joint-Stock Company Short corporate name: “Troika Dialog” IC, CJSC Account No. 30401810199200000033 The Underwriter should transfer funds received by placement of Exchange-traded bonds to Issuer’s
account within the term set by the agreement of performing functions of an agent for placement of securities at Stock Exchange.
Payment of securities by non-monetary resources is not provided. In case of payment using monetary funds, currency of payment should be specified hereunder: Exchange-
traded bonds should be paid off by monetary funds via bank transfer of funds in currency of Russian Federation.
If payment of shares and bonds using non-monetary resources, things, property rights or other rights
(having pecuniary valuation) is provided, the list of property potentially usable as payment of placed securities, information on surveyor (the list of prospective surveyors) invited for evaluation of market price of specified property (including its full and short corporate names, place of location of the surveyor as legal entity or surname, name and patronymic of the surveyor being an individual entrepreneur; phone and fax numbers; number, date of issue and duration of surveyor’s licence; authority issuing specified licence) should be specified hereunder: Payment of securities by non-monetary resources is not provided.
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If procedure of payment of placed securities provides possibility of payment in installments, amount and due dates of each installment should be mentioned hereunder: Possibility of payment by installments is not provided.
Other conditions of payment of placed securities substantial at discretion of the Issuer: there are no any
other conditions.
2.7. Procedure and conditions of concluding contracts during placement of equity securities
Procedure and conditions of concluding contracts during placement of securities including form and
mode, place and time of such conclusion should be described hereunder. Placement of Exchange-traded bonds can be carried out with or without entering Exchange-traded
bonds into Quotation lists of MICEX Stock Exchange, Closed Joint-Stock Company (inclusive of Quotation list B). At this, entering Exchange-traded bonds into Quotation list will be undertaken in compliance with Rules for admission of Exchange-traded bonds to trading at MICEX Stock Exchange, Closed Joint-Stock Company.
Exchange-traded bonds should be placed by closing purchase and sales transactions at the price of
placement of Exchange-traded bonds stated in point 8.4 of Resolution on securities issue and point 2.4 of the Prospectus. While placing Exchange-traded bonds, the transactions should be closed at MICEX Stock Exchange, Closed Joint-Stock company (hereinafter referred to as the “Exchange", “MICEX SE”) by awarding direct bids for purchasing Exchange-traded bonds submitted via Exchange trading system according to Rules for securities trading of MICEX Stock Exchange, Closed Joint-Stock company (hereinafter referred to as the "Trading Rules of Exchange" or “Rules of Exchange”).
The Underwriter is an organization rendering services on Exchange-traded bonds placement and
organization of Exchange-traded bonds placement (hereinafter referred to as the “Placement Mediator” or the "Organizer”) acting by order and at the expense of the Issuer.
The following company acts as the Underwriter of Exchange-traded bonds issue: “Troika Dialog” Investment Company, Closed Joint-Stock Company
Full corporate name: “Troika Dialog” Investment Company, Closed Joint-Stock Company Short corporate name: “Troika Dialog” IC, CJSC TIN: 7710048970 Place of location: Russian Federation, 125009, Moscow, Romanov pereulok (alley), house 4 Postal address: Russian Federation, 125009, Moscow, Romanov pereulok (alley), house 4 Licence No. 177-06514-100000 (broker licence) Date of issue: April 8, 2003 Duration of licence: unlimited Licensing authority: Federal Securities Commission of Russia Licence No. 177-06518-010000 (dealer licence) Date of issue: April 8, 2003 Duration of licence: unlimited Licensing authority: Federal Securities Commission of Russia Trading should be carried out in compliance with Rules of Exchange registered in prescribed order by
Federal Executive Body for equity market. At this, Exchange-traded bonds can be placed by tender for setting interest rate of the first coupon or
by collecting direct bids for purchasing Exchange-traded bonds at fixed price and interest rate of the first coupon previously set by the Issuer in order and under conditions provided by Resolution on securities issue and the Prospectus. Resolution on procedure of Exchange-traded bonds placement should be made by authorized Regulatory body of the Issuer before the start of Exchange-traded bonds placement and should be disclosed according to procedure provided by point 11 of Resolution on securities issue and point 2.9 of the Prospectus.
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1) Placement of Exchange-traded bonds in form of Tender for setting rate of the first coupon: Closure of transactions for placement of Exchange-traded bonds begins from the start of Exchange-
traded bonds placement after summing up results of the Tender for evaluation of interest rate of the first coupon and expires on the end of Exchange-traded bonds placement.
Resolution on approval of purchase and sales transaction of interest to be closed during Exchange-traded bonds placement, should be made before closure of such transaction, in compliance with procedure stated by the Federal law.
Interest rate of the first coupon should be evaluated in the course of Tender carried out at the Stock Exchange among prospective buyers of Exchange-traded bonds on the start of Exchange-traded bonds placement.
If prospective buyer is not trading participant of the Stock Exchange (hereinafter referred to as the "Trader”), such person should conclude corresponding agreement with any Trader and provide the latter with an order for purchasing Exchange-traded bonds. Prospective buyer being the Trader should act on his/her own.
Prospective buyer should open deposit account at NDC (National Dispatch Center) or any other depositary being depositor of NDC. Procedure and terms of deposit accounts opening should be regulated by provisions of corresponding depositary regulations.
On the day of Tender, the Traders should submit direct bids for purchasing Exchange-traded bonds on
tender basis using Exchange trading system either on their own account or at their clients' expense. Time and procedure of submitting bids to the Tender for evaluation of interest rate of the first coupon should be set by Stock Exchange after coordination with the Issuer and/or Underwriter.
Bids for purchasing Exchange-traded bonds should be sent by the Traders to the address of Placement Mediator (Underwriter).
Purchase bid should contain the following substantial conditions: - purchase price (equal to 100% of face value); - number of Exchange-traded bonds;
- value of interest rate of the first coupon;
- code of calculations used while closing securities transaction to be included into clearing pool of clearing organization under conditions of multilateral or ordinary clearing, conditioning that backing control procedure should be followed during transaction closure and the proper date of securities transaction execution is the date of transaction closure;
- other parameters according to Rules of Exchange. Price of Exchange-traded bonds placement set by Resolution on securities issue and the Prospectus
should be specified as purchase price. In case the authorized Regulatory body of the Issuer sets interest rate of the first coupon equal to or
greater then the value of interest rate specified in the bid, the number of Exchange-traded bonds the prospective buyer would like to acquire should be set as the number of Exchange-traded bonds.
The value of interest rate of the first coupon (expressed in numerical from, correct to two places of decimals) at which announcement undertaken by the Issuer prospective investor was ready to purchase the number of Exchange-traded bonds specified in the bid at the price equal to 100% of face value, should be specified as interest rate of the first coupon.
Value of interest rate should be set in per cent per annum correct to one hundredth of per cent. At this, monetary funds should be reserved on trading accounts of the Traders kept at Nonbanking
Credit Organization, Clearing house of Moscow Interbank Currency Exchange, Closed Joint-Stock company (hereinafter referred to as the “CH MICEX”) in sum sufficient to cover all Exchange-traded bonds mentioned in the bids for purchasing Exchange-traded bonds inclusive of all necessary commission fees.
Full corporate name: Nonbanking Credit Organization, Clearing House of Moscow Interbank Currency Exchange, Closed Joint-Stock company
Short corporate name: CH MICEX, CJSC Place of location: Moscow, Bolshoy Kislovsky pereulok (alley), house 1/13, building 8 Postal address: Moscow, Bolshoy Kislovsky pereulok (alley), house 1/13, building 8 The bids failing to meet abovementioned requirements should not be admitted to participation in
Tender for evaluation of interest rate of the first coupon. After expiration of the period of submitting bids to participation in Tender, Stock Exchange should
compile consolidated register of bids for purchasing securities (hereinafter referred to as the "Consolidated register of bids") and pass it over to the Underwriter.
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Consolidated register of bids comprises all substantial conditions of each bid such as purchase price, number of securities, date and time of application receipt, application number, value of acceptable interest rate of the first coupon, and other details according to Rules of Exchange.
Based on analysis of applications submitted to participation in the Tender, the authorized Regulatory body of the Issuer should make resolution on the value of interest rate of the first coupon and communicate it to Stock Exchange in writing no later then 30 minutes before sending information on interest rate to the Information Agency. After publishing an announcement of the value of interest rate of the first coupon made by the Information Agency (according to the procedure provided by point 11 of Resolution on issue and point 2.9 of the Prospectus), the Issuer should inform the Underwriter on the value of interest rate of the first coupon.
An announcement of the value of interest rate of the first coupon should be published by the Underwriter using Exchange trading system by sending e-mail messages to all Traders.
After receiving information on the value of interest rate of the first coupon from the Issuer, the Underwriter should close transactions by allowing bids according to the order stated by Resolution on securities issue, the Prospectus and Rules of Exchange; at this, only those bids should be allowed which interest rate of the first coupon is equal to or less then the fixed interest rate of the first coupon.
While allowing bids for purchasing Exchange-traded bonds submitted in the course of the Tender, the priority should be given to the bids which value of interest rate of the first coupon is minimal.
If there are bids of the same interest rate of the first coupon, the priority should be given to the bids submitted earlier. Rejected bids of the Traders should be refused by the Underwriter.
After fixing the interest rate of the first coupon and allowing bids submitted in the course of the Tender, in case of incomplete placement of Exchange-traded bonds issue in the course of the Tender, the Traders acting either on their own account or at the expense and by orders of prospective buyers, can submit direct bids for purchasing Exchange-traded bonds at placement price to the address of the Underwriter (who’s acting as Placement Mediator) during the term of placement.
Submitted bids for purchasing Exchange-traded bonds should be awarded by the Underwriter in full only if number of Exchange-traded bonds mentioned in such bids does not exceed number of outstanding Exchange-traded bonds of the issue (within the limits of total number of Exchange-traded bonds suggested for placement). If amount of the bid for purchasing Exchange-traded bonds exceeds the number of outstanding Exchange-traded bonds, such bid should be awarded only to the extent of outstanding balance. If all Exchange-traded bonds suggested for placement are placed by the Underwriter, all further bids for purchasing Exchange-traded bonds should not be awarded.
Purchase of Exchange-traded bonds of the Issuer in the course of their placement cannot be executed at the expense of the Issuer.
2) Placement of Exchange-traded bonds by collecting direct bids for purchasing Exchange-traded
bonds at fixed price and the rate of the first coupon from prospective buyers: In case of placing Exchange-traded bonds by collecting direct bids for purchasing Exchange-traded
bonds at fixed price and at the rate of the first coupon from prospective buyers, the authorized Regulatory body of the Issuer should adopt resolution on the value of interest rate of the first coupon before the date of placement of Exchange-traded bonds and no later then one day before the start of Exchange-traded bonds placement. Information on the value of interest rate of the first coupon should be disclosed by the Issuer according to point 11 of Resolution on securities issue and point 2.9 of the Prospectus.
Placement of Exchange-traded bonds by collecting direct bids for purchasing Exchange-traded bonds at fixed price and rate of the first coupon from prospective buyers implies an invitation to make offers to purchase placed securities addressed to indefinite circle of persons. Direct bids by the buyers are the offers to purchase placed Exchange-traded bonds by the traders.
An answer regarding acceptance of offers to purchase placed Exchange-traded bonds should be sent to the Traders selected from among the Traders made such offers by submitting counter direct bids at discretion of the Issuer. At this, the Trader should accept that his/her bid can be either refused or accepted in full or in part.
On the start of placement and during the period of submission of bids for purchasing Exchange-traded bonds at fixed price and the rate of the first coupon, the Traders should submit direct bids for purchasing Exchange-traded bonds using Exchange trading system either on their own account or at their clients' expense.
Time and procedure of submission of direct bids at fixed price and the rate of the first coupon should be set by the Stock Exchange after coordination with the Issuer and/or Underwriter.
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After expiration of the period of submitting bids for purchasing Exchange-traded bonds at fixed price and the rate of the first coupon, Stock Exchange should compile consolidated register of bids for purchasing securities (hereinafter referred to as the "Consolidated register of bids") and pass it over to the Underwriter.
Consolidated register of bids comprises all substantial conditions of each bid such as purchase price, number of securities, date and time of bid receipt, bid number, and other details according to Rules of Exchange.
Based on analysis of Consolidated register of bids, the Issuer assigns prospective buyers of Exchange-traded bonds and the number of Exchange-traded bonds to be sold to the buyers assigned, and communicates this information to the Underwriter.
After receiving information on prospective buyers of Issuer's Exchange-traded bonds and number of Exchange traded bonds to be sold to the buyers specified by the Issuer, the Underwriter closes transactions with assigned buyers of Issuer’s Exchange-traded bonds by submitting counter direct bids comprising indication of number of securities the Issuer would like to sell to particular buyer according to Rules of Exchange, in approved order stated by the Resolution on issue and the Prospectus.
After accepting the bids submitted within the period of bids submission and in case of incomplete placement of Exchange-traded bonds as result of the issue, the Traders acting either on their own account or at the expense and by orders of prospective buyers, can submit direct bids for Exchange-traded bonds purchase at placement price to the Underwriter’s address (who’s acting as Placement Mediator) during the period of placement. The Issuer considers such bids and assigns prospective buyers of Exchange-traded bonds and the number of Exchange-traded bonds to be sold to the buyers assigned, and communicates this information to the Underwriter.
After receiving information on prospective buyers of Issuer’s Exchange-traded bonds and number of Exchange traded bonds to be sold to the buyers assigned by the Issuer, the Underwriter closes transactions with such prospective buyers of Exchange-traded bonds by submitting counter direct bids comprising number of securities the Issuer would like to sell to particular purchaser according to Rules of Exchange, in approved order stated by the Resolution on issue and the Prospectus.
If prospective buyer is not the Trader, such person should conclude corresponding agreement with any
Trader and provide the latter with an order for purchasing Exchange-traded bonds. Prospective buyer of Exchange-traded bonds being the Trader should act on his/her own.
Prospective buyer should open corresponding deposit account at NDC (National Dispatch Center) or any other depositary being depositor of NDC. Procedure and terms of deposit accounts opening should be regulated by provisions of corresponding depositary regulations.
The bids for purchasing Exchange-traded bonds should be sent by the Traders to the address of
Placement Mediator (the Underwriter). Purchase bid should contain the following substantial conditions: - purchase price (equal to 100% of face value);
- number of Exchange-traded bonds;
- code of calculations used to close securities transaction to be included into clearing pool of clearing organization under conditions of multilateral or ordinary clearing, conditioning that backing control procedure should be followed during transaction closure and that the proper date of securities transaction execution is the date of transaction closure;
- other parameters according to Rules of Exchange. Price of Exchange-traded bonds placement set by Resolution on securities issue and the Prospectus
should be specified as purchase price. Number of Exchange-traded bonds prospective buyer would like to acquire at the rate of the first
coupon fixed before the start of placement should be specified as the number of Exchange-traded bonds. At this, monetary funds should be reserved on trading accounts of the Traders kept at Nonbanking
Credit Organization, Clearing house of Moscow Interbank Currency Exchange, Closed Joint-Stock company (hereinafter referred to as the “CH MICEX”) in sum sufficient to cover all Exchange-traded bonds mentioned in the bids for purchasing Exchange-traded bonds inclusive of all necessary commission fees.
Full corporate name: Nonbanking Credit Organization, Clearing House of Moscow Interbank Currency Exchange, Closed Joint-Stock company
Short corporate name: CH MICEX, CJSC Place of location: 125 009, Russian Federation, Moscow, Sredny Kislovsky pereulok (alley), house
1/13, building 8 Postal address: 125 009, Russian Federation, Moscow, Sredny Kislovsky pereulok (alley), house 1/13,
building 8 The bids failing to comply with requirements stated above should not be accepted.
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Purchase of Exchange-traded bonds of the Issuer in the course of their placement cannot be executed
at the expense of the Issuer. At placement of Exchange-traded bonds by collecting direct bids for purchasing Exchange-traded
bonds at fixed price and the rate of the first coupon from prospective buyers, the Issuer and/or the Underwriter is going to make provisional contracts with prospective buyers of Exchange-traded bonds containing obligation to conclude principal contracts of disposal of securities placed by the Issuer and/or the Underwrite with prospective buyers or the Trader acting in their name in future.
To make such provisional contracts the Issuer and/or the Underwriter should accept prospective investors’ offers to make provisional contracts (hereinafter referred to as the “Provisional contracts”) stating that the investor and the Issuer undertake to make principal contracts of purchase and sale of Exchange-traded bonds on the start of Exchange-traded bonds placement. At this, any offer containing proposal to make Provisional contract can be refused, accepted in full or in part at discretion of the Issuer.
Collection of prospective investors’ offers to make Provisional contracts, should be started not earlier then from the date of admission of Exchange-traded bonds to trading by MICEX Stock Exchange during the process of their placement and should be finished no later then by the date directly preceding the start of Exchange-traded bonds placement.
Procedure of disclosing information on term of submitting offers to make Provisional contracts by
prospective buyers of Exchange-traded bonds The Issuer should disclose information on term of submitting offers to make Provisional contract in
form of "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" in the following way:
- via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 1 (one) day after execution of Issuer’s authorized Regulatory body’s resolution on setting term of submitting offers to make Provisional contract;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, no later then 2 (two) days after execution of Issuer's authorized Regulatory body's resolution on setting term of submitting offers to make Provisional contract.
Specified information should contain form of prospective investor's offer to make Provisional contract,
procedure and terms of such offer’s submission. Prospective investor should indicate maximal sum he/she is ready to spend for purchasing Exchange-
traded bonds of particular issue and minimal rate of the first coupon of Exchange-traded bonds acceptable in view of his/her purchasing Exchange-traded bonds to the specified maximal sum in the offers to make Provisional contract submitted. By submitting the offer to make Provisional contract, prospective investor accepts that the offer can be refused, accepted in full or in part.
The expiration date of prospective investors’ offers to make Provisional contracts preliminary fixed by the Issuer, can be changed by resolution of the Issuer later on. Corresponding information should be disclosed in form of “Report of information, which may exert substantial influence upon price of Joint-Stock company securities” in following way:
- via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 1 (one) day after execution of Issuer’s authorized Regulatory body’s resolution on alteration of expiration date of offers to make Provisional contracts;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, no later then 2 (two) days after execution of Issuer’s authorized Regulatory body’s resolution on alteration of expiration date of offers to make Provisional contract.
Procedure of disclosing information on expiration date of offers to make Provisional contract by
prospective buyers of Exchange-traded bonds
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The Issuer should disclose information on expiration date of prospective investors’ offers to make
Provisional contract in form of "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" in the following way:
- via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then the day next to expiration date of offers to make Provisional contract;
via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, no later then the day next to expiration date of offers to make Provisional contract.
Principal contracts of purchase and sale of Exchange-traded bonds should be concluded at the price of placement of Exchange-traded bonds stated in point 8.4 of Resolution on securities issue and point 2.4 of the Prospectus by submission of direct bids via Trading system of MICEX Stock Exchange according to the procedure set in the present subpoint.
Pre-emptive availability of placed securities inclusive of possibility to execute pre-emption right to
purchase securities provided by the clauses 40 and 41 of Federal law "On joint-stock companies" should be mentioned hereunder:
Pre-emption right is not provided for placed securities. In case of registered securities which owners' register is kept by the registrar, the person being the holder
of the instrument of transfer granted by the Issuer and used as the reason for making credit entry to settlement account or deposit account of the first owner (the registrar, the depositary, the first owner) should be specified hereunder along with other conditions of issuing such instrument of transfer:
Placed securities are not registered securities. In case of documentary securities with mandatory centralized storage, the procedure of entering credit
entry to deposit account of the first owner at the depositary responsible for centralized storage should be specified hereunder:
Credit entry to deposit account of the first owner opened at the Depositary should be entered under the orders submitted by clearing organization (hereinafter referred to as the "Clearing organization") servicing payments under transactions closed during placement of Exchange-traded bonds at Stock Exchange.
Placed Exchange-traded bonds should be entered to deposit accounts of Exchange-traded bonds buyers
by the Depositary in compliance with Rules for clearing business carried out by Clearing organization on equity market and conditions of depository business carried out by the Depositary.
Expenses for making credit entries on entering placed Exchange-traded bonds to deposit accounts of their
first owners (buyers) should be specified hereunder: The first owners of securities should bear expenses for making credit entries an entering placed Exchange-
traded bonds to deposit accounts of their first owners (buyers) opened at Depositary (undertaking centralized storage of Exchange-traded bonds).
In case of documentary securities without mandatory centralized storage, the procedure of issuing
securities certificates for the first owners should be specified hereunder: Securities of the present issue are provided with centralized storage.
If securities are planned to be floated out of the borders of the Russian Federation including by placement
of corresponding foreign securities, this condition should be mentioned hereunder: Securities are not supposed to be floated out of the borders of the Russian Federation.
If securities should be placed by subscription through tendering, name of the person organizing tenders
(the issuer or specialized organization) should be specified hereunder: Name of the person organizing tenders: Full corporate name: MICEX Stock Exchange, Closed Joint-Stock Company Short corporate name: MICEX Stock Exchange, CJSC Place of location: Russian Federation, 125009, Moscow, Bolshoy Kislovsky pereulok (alley), house 13 Postal address: Russian Federation, 125009, Moscow, Bolshoy Kislovsky pereulok (alley), house 13
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Date of state registration: 2.12.2003 Registration number: 1037789012414 Name of authority undertaking state registration: Interdistrict Tax Inspectorate of the Ministry of Taxes
and Levies of Russia No. 46 for Moscow City Licence No. 077-10489-000001 Date of issue: 23.08.2007 Duration of licence: Unlimited Licensing authority: Federal Securities Commission of Russia At placement of Exchange-traded bonds by the Tender for evaluation of first coupon rate and in case
of compliance of the bids with requirements specified above, the bids should be registered at Stock Exchange and then allowed by the Underwriter at Stock Exchange.
In case of placing Exchange-traded bonds by collecting direct bids for purchasing Exchange-traded bonds at fixed price and the rate of the first coupon set by the Issuer before the start of bonds placement, and under compliance of the bids with requirements specified above, the bids should be registered at Stock Exchange and then awarded (or refused) by the Underwriter at Stock Exchange according to Issuer’s resolution (as stated above).
Placed Exchange-traded bonds should be entered to deposit accounts of the buyers of Exchange-traded
bonds by the Depositary in compliance with Rules for clearing business carried out by Clearing organization on equity market and conditions of depository business carried out by the Depositary.
To execute Exchange-traded bonds purchase and sale transactions while placing, prospective buyer
should open corresponding deposit account at the Depositary undertaking centralized storage of Exchange-traded bonds of the issue (or in any other depositary acting as a depositor of the Depositary) in advance (before the start of Exchange-traded bonds placement). Procedure and terms of deposit accounts opening should be regulated by provisions of regulations of corresponding Depositaries.
Alteration and/or termination of agreements concluded at placement of Exchange-traded bonds should be carried out under and according to procedures provided by Chapter 29 of the Civil Code of Russian Federation.
2.8. Circle of prospective buyers of placed equity securities Information on the circle of prospective buyers of placed securities. Exchange-traded bonds should be placed by public subscription. Circle of prospective buyers of Exchange-traded bonds is not limited. Non-residents can purchase
Exchange-traded bonds according to existing legislation and regulations of Russian Federation.
2.9. Procedure of disclosure of information on placement of equity securities and its results
Mode, procedure and terms of disclosure of information on the start and the end of securities placement,
price (procedure of price evaluation) of securities, state registration of report on results of securities issue (additional issue) or submission of notification on results of securities issue (additional issue) to registering authority to be followed by the Issuer, should be specified hereunder.
The Issuer should disclose information at each stage of securities issue in order prescribed by Federal law “On equity market”, Federal law "On Joint-Stock Companies” and regulations by Federal Executive Body for equity market; in order and within the terms provided by Resolution on securities issue and the Prospectus. If at occurrence of an event, on which the Issuer should disclose information according to existing federal legislation and regulations by Federal Executive body for equity market, the other procedure and terms of disclosure of information on such event are in force, as opposed to the procedure and terms provided by Resolution on securities issue and the Prospectus, information on such event should be disclosed according to such procedure and terms provided by Federal legislation and regulations by Federal Executive body for equity market which are in force at the moment of such disclosure.
a) Information on resolution of Exchange-traded bonds placement made by authorized Regulatory
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body of the Issuer, should be disclosed by the Issuer in form of announcement of substantial fact named as "Information on the stages of securities issue procedure" in compliance with regulations by Federal Executive Body for equity market. Information should be disclosed within the following terms:
- via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 1 (one) day after the date of compilation of minutes of the meeting of authorized Regulatory body of the Issuer where resolution on placement of Exchange-traded bonds is adopted;
- - via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, after disclosure of the announce via news feed and no later then 2 (two) days after the date of compilation of minutes of Issuer’s authorized Regulatory body meeting where resolution on Exchange-traded bonds placement is made.
At this, publication via Internet page should be done after publishing announcement via news feed. In case of Internet publication, text of announcement of substantial fact should be available on
Internet page within at least 6 months after expiration date of the period preset by Regulation concerning disclosure of information by issuers of equity securities approved by the Order No. 06-117/из-н of FFMS (Federal Financial Markets Service) of Russia of 10.10.2006 (hereinafter referred to as “Regulation on disclosure of information"). If Internet publication takes place after expiration of specified above term, the period of publication should be calculated from the date of Internet publication.
b) Information concerning adoption of Resolution on Exchange-traded bonds placement made by
authorized Regulatory body of the Issuer, should be disclosed by the Issuer in form of announcement of substantial fact named as "Information on the stages of securities issue procedure" in compliance with regulations by Federal Executive Body for equity market. Information should be disclosed within the following terms:
- via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 1 (one) day after the date of compilation of minutes of Issuer’s authorized Regulatory body meeting where decision on approval of Resolution on securities issue is made;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, after disclosure of such announcement via news feed and no later then 2 (two) days after the date of compilation of minutes of Issuer’s authorized Regulatory body meeting where decision on approval of Resolution on securities issue is made.
At this, publication via Internet page should be done after publishing the announcement via news feed. In case of Internet publication, text of announcement of substantial fact should be available via
Internet page within at least 6 months after expiration date of the period preset by Regulation on information disclosure. If Internet publication takes place after expiration of specified above term, the period of publication should be calculated from the date of Internet publication.
c) In case Exchange-traded bonds are admitted to trading at MICEX Stock Exchange, CJSC during
placement and/or circulation, the Issuer and MICEX Stock Exchange, CJSC should provide any interested persons with access to information contained in the Prospectus irrespective of purpose of such inquiry, and also disclose information on admission of Exchange-traded bonds to trading at the Exchange in prescribed order no later then seven days before the start of placement (circulation) of Exchange-traded bonds.
Information on admission of Exchange-traded bonds to trading at MICEX Stock Exchange, CJSC should be disclosed by the Stock Exchange via Internet page of MICEX Stock Exchange, CJSC.
Information on admission of Exchange-traded bonds to trading during placement should be published
by the Issuer in form of “Report on information, which may exert substantial influence upon price of Joint-Stock company securities” within the terms specified below either after the date of publication of information on admission of Exchange-traded bonds to trading during placement by Stock Exchange via representative office of MICEX Stock Exchange, CJSC or after the earliest date of Issuer’s receipt of written Report on admission of Exchange-traded bonds during placement by post, fax, e-mail, courier delivery against receipt:
- via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 1 (one) day after specified above date;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, no later then 2 (two) days after specified above date.
At this, publication via Internet page should be done after publishing information via news feed. In case of Internet publication, text of announcement of information which may cause substantial
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influence on price of securities of Joint-Stock company, should be available on Internet page within at least 6 months after expiration date of the period preset by Regulation on information disclosure; if Internet publication takes place after expiration of specified above term, the period of publication should be calculated from the date of Internet publication.
e) Within 2 (two) days after the date of admission of Exchange-traded bonds to trading during
placement and no later then 7 (seven) days after the start of Exchange-traded bonds placement, the Issuer should publish texts of the Prospectus and Resolution on securities issue via Issuer’s Internet page.
Identification number assigned to the issue (additional issue) of Exchange-traded bonds by Stock Exchange, date of Exchange-traded bonds admission to trading at Stock Exchange during placement and name of mentioned Stock Exchange should be specified in the text of the Prospectus published via Internet page.
Text of Resolution on securities issue should be available via Internet at the following address: http://www.aeroflot.ru, starting from the date of its publication via Internet and up to redemption (cancellation) of all securities of the issue concerned.
Identification number assigned to the issue (additional issue) of Exchange-traded bonds by Stock Exchange, date of Exchange-traded bonds admission to trading at Stock Exchange during placement and name of mentioned Stock Exchange should be specified in the text of the Prospectus published via Internet page.
- Text of the Prospectus should be available via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru starting from the date of its publication and up to expiration at least of 6 (six) months after the date of Exchange-traded bonds placement.
f) All persons interested should be able to look thought Resolution on securities issue and the
Prospectus and receive their copies subject to payment not exceeding actual expenses for making such copies, at the following addresses:
Aeroflot, OJSC Address: Russian Federation, 119002, Moscow, Arbat Street, house 10 Phone: (495) 753-8116 Internet page: http://www.aeroflot.ru “Troika Dialog” IC, CJSC Address: Russian Federation, 125009, Moscow, Romanov pereulok (alley), house 4 Phone: (495) 258 0500 Fax: (495) 258 0547 Internet page: http://www.troika.ru g) Disclosure of information on early redemption of Exchange-traded bonds at discretion of the Issuer A) Possibility or impossibility of early redemption of Exchange-traded bonds within circulation at
discretion of the Issuer should be set by corresponding resolution adopted by Issuer’s authorized Regulatory body before the start of Exchange-traded bonds placement.
1. Announcement of Issuer’s adoption of the resolution on possibility or impossibility of early redemption of Exchange-traded bonds at discretion of the Issuer should be published as "Report of information, which may exert substantial influence upon price of Joint-Stock company securities” in the following way:
- - via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 1 (one) day after the date of adoption of the resolution on possibility or impossibility of early redemption of Exchange-traded bonds and no later then the day previous to start of Exchange-traded bonds placement;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, no later then 2 (two) days after the date of execution of resolution on possibility or impossibility of early redemption of Exchange-traded bonds and no later then the day previous to start of Exchange-traded bonds placement.
Text of announcement containing information, which may exert substantial influence upon the price
of Joint-Stock company securities, should be available via Internet page during the whole period of Exchange-traded bonds circulation.
2. Announcement of Issuer’s execution of resolution on early redemption of Exchange-traded bonds
should be published by the Issuer in form of "Report of information, which may exert substantial influence upon
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price of Joint-Stock company securities" no later then 14 (fourteen) days before execution of such early redemption in the following way:
- via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 1 (one) day after the date of execution of resolution on early redemption of Exchange-traded bonds;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, no later then 2 (two) days after the date of execution of resolution on early redemption of Exchange-traded bonds.
Such announcement should comprise information on price, terms and procedure of early redemption of Exchange-traded bonds to be undertaken by the Issuer among other data contained.
Text of announcement of information, which may exert substantial influence upon price of Joint-Stock
company securities, should be available via Internet page during the whole period of Exchange-traded bonds circulation.
The Issuer should inform Stock Exchange on all adopted resolutions including either possibility/date,
terms and conditions of either early redemption or non-redemption of Exchange-traded bonds at discretion of the Issuer on the date fixed earlier but no later then the second working day after the date of adoption of corresponding resolution.
No later then 14 (fourteen) days before the date of possible early redemption of Exchange-traded bonds
at discretion of the Issuer, the latter should send to NDC (National Dispatch Center) a notification on Issuer’s adoption of resolution on early redemption of Exchange-traded bonds on the date when such early redemption is possible at discretion of the Issuer.
B) Before start of Exchange-traded bonds placement, the Issuer can adopt resolution on partial early
redemption of Exchange-traded bonds on expiration of the regular coupon date (dates). Announcement of Issuer's adoption of resolution on partial early redemption of Exchange-traded
bonds on expiration of the regular coupon date (dates), should be published in form of "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" in the following way:
- - via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity
market for disclosure of information at equity market, no later then 1 (one) day after the date of adoption of resolution on partial early redemption of Exchange-traded bonds on expiration of the regular coupon date (dates) and no later then the day previous to start of Exchange-traded bonds placement;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, no later then 2 (two) days after the date of execution of resolution on partial early redemption of Exchange-traded bonds on expiration of the regular coupon date (dates) and no later then the day previous to start of Exchange-traded bonds placement.
Text of announcement of information, which may exert substantial influence upon price of Joint-Stock
company securities, should be available via Internet page during the whole period of Exchange-traded bonds circulation.
C) The Issuer is entitled to adopt the resolution on early redemption of Exchange-traded bonds on
expiration of j-th coupon date (j<6) previous to the coupon date which interest rate will be set after disclosure of information on results of Exchange-traded bonds issue and notification of Federal Executive body for equity market in order prescribed by MICEX Stock Exchange.
The announcement containing information on Issuer’s adoption of resolution on early redemption of Exchange-traded bonds should be published by the Issuer in form of "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" in the following way:
- via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity
market for disclosure of information at equity market, no later then 1 (one) day after the date of adoption of resolution on early redemption of Exchange-traded bonds and no later then 14 (fourteen) days before the date of early redemption of Exchange-traded bonds;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, no later then 2 (two) days after the date of adoption of resolution on early redemption of Exchange-traded bonds and no later then 14 (fourteen) days before the date of execution of early redemption of Exchange-traded bonds.
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Such announcement should comprise information on the price, terms and procedure of early redemption of Exchange-traded bonds to be undertaken by the Issuer besides the other data contained.
Text of announcement of information, which may exert substantial influence upon the price of Joint-
Stock company securities, should be available via Internet page during the whole period of Exchange-traded bonds circulation.
The Issuer should inform Stock Exchange on adopted resolution no later then the second working day
after the date of adoption of corresponding resolution. No later then 14 (fourteen) days before expiration of coupon date of early redemption of Exchange-
traded bonds at discretion of the Issuer, the latter should send a notification on its adopting resolution of early redemption of Exchange-traded bonds of the issue on expiration of current coupon date to NDC (National Dispatch Center).
h) Information on the start of placement of Exchange-traded bonds issue should be disclosed in form
of announcement in the following way:
• no later then 5 (five) days before the start of securities placement by publishing the announcement via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market;
• no later then 4 (four) days before the start of Exchange-traded bonds placement by publishing corresponding announcement via Issuer’s Internet page located to the following address: http://www.aeroflot.ru
• At this, publication via Internet page should be done after the publication via news feed. Start of Exchange-traded bonds placement set by Issuer’s authorized Regulatory body, can be changed
by resolution of the same Issuer’s authority upon compliance with requirements concerning procedure of disclosing information on alteration of the start of Exchange-traded bonds placement stated by excising legislation of the Russian Federation, Resolution on securities issue and the Prospectus.
If the Issuer decides to change the start of securities placement already disclosed according to the
procedure stated above, the Issuer should publish a report of alteration of the start of securities placement via news feed and Internet page no later then 1 (one) day before commencement of such date.
i) Before the start of Exchange-traded bonds placement, the Issuer should adopt the resolution on
procedure of securities placement (Placement of Exchange-traded bonds by holding the Tender for setting coupon rate or Placement of Exchange-traded bonds by collecting bids for purchasing Exchange-traded bonds at fixed price and at the rate of the first coupon).
The announcement of adoption of resolution on procedure of securities placement should be published in form of "Report of information, which may exert substantial influence upon price of Joint-Stock company securities” in the following way:
- - via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 1 (one) day after the date of adoption of resolution on procedure of Exchange-traded bonds placement by Sole Executive body of the Issuer and no later then one day before the start of Exchange-traded bonds placement;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, no later then 2 (two) days after the date of adoption of resolution on procedure of Exchange-traded bonds placement by Sole Executive body of the Issuer and no later then one day before the start of Exchange-traded bonds placement.
At this, publication on Internet page should be done after publication via news feed. Text of announcement containing information, which may exert substantial influence upon price of
Joint-Stock company securities, should be available via Internet page during the whole period of Exchange-traded bonds circulation.
The Issuer should inform the Stock Exchange about adopted resolutions no later then 1 (one) day after
the date of adoption of resolution on procedure of Exchange-traded bonds placement by Sole Executive body of the Issuer and no later then one day before the start of Exchange-traded bonds placement.
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j) If the Issuer and/or the Underwriter is/are going to make Provisional contracts with prospective buyers of Exchange-traded bonds containing obligation to make principal contracts of disposal of placed securities with them or the Trader acting in their name in future, the Issuer should disclose the following information:
Information on terms of submission of offers to make Provisional contracts by prospective buyers of
Exchange-traded bonds The Issuer should disclose information on terms of submission of offers to make Provisional contract
in form of "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" in the following way:
- via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 1 (one) day after adoption of resolution on setting the period of submission of offers to make Provisional contract by Issuer’s authorized Regulatory body;
via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, no later then 2 (two) days after the date of adoption of resolution on setting period of submission of offers to make Provisional contract by authorized Regulatory body of the Issuer.
Specified information should include form of prospective investor's offer to make Provisional contract,
and procedure and terms of such offer’s submission. The expiration date of submission of prospective investors’ offers to make Provisional contracts
preliminary fixed by the Issuer, can be changed by resolution of the Issuer later on. Such information should be disclosed in form of "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" via news feed of INTERFAX, Information Agency authorized by Federal Executive body for equity market for disclosure of information on the equity market.
Besides, specified information should be disclosed via Issuer’s Internet page which address is as follows: http://www.aeroflot.ru, no later then one day after the date of disclosure of information on alteration of expiration date of submission of prospective investors’ offers to make Provisional contracts via news feeds.
Information on expiration date of submission of offers to make Provisional contract by prospective buyers
of Exchange-traded bonds The Issuer should disclose information on expiration date of submission of offers to make Provisional
contract in form of "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" in the following way:
- via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then the day next to expiration date of submission of offers to make Provisional contract;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, no later then the day next to expiration date of submission of offers to make Provisional contract.
Text of announcement containing information, which may exert substantial influence upon price of
Joint-Stock company securities, should be available via Internet page during the whole period of Exchange-traded bonds circulation.
k) If the Issuer adopts resolution on placement of Exchange-traded bonds at fixed price and the rate of
the first coupon, the Issuer should also adopt resolution on setting coupon rate of the first coupon date. Interest rate of the first coupon date should be set by the Issuer no later then one day before the start of Exchange-traded bonds placement. Announcement of coupon rate set by the Issuer should be published in form of announcement of substantial facts named as “Information on accrued and/or paid off profits on securities of the issuer” and "Information on terms of fulfillment of Issuer’s liabilities against owners of issuer’s securities" in the following way:
- via news feed on Interfax, Information Agency, no later then 1 (one) day after the date of setting coupon rate of the first coupon date by Sole Executive body of the Issuer and no later then one day before the start of Exchange-traded bonds placement.
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, no later then 2 (two) days after the date of setting coupon rate of the first coupon date by Sole Executive body of the Issuer and no later then 1 (one) day before the start of Exchange-traded bonds placement.
At this, publication on Internet page should be done after publication via news feed.
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The Issuer should inform Stock Exchange about coupon rate of the first coupon date no later then one
day before the start of Exchange-traded bonds placement. In case of Internet publication, text of announcement of substantial fact should be available on
Internet page within at least 6 (six) months after expiration date of the period preset by Regulation on information disclosure; if Internet publication takes place after expiration of specified above term, the period of publication should be calculated from the date of Internet publication.
l) If the Issuer adopts resolution on placement of Exchange-traded bonds via Tender for setting interest
rate by the first coupon, information on value of interest rate of the first coupon set by authorized Regulatory body of the Issuer by results of the Tender, should be disclosed in form of announcement of substantial facts named as “Information on accrued and/or paid off profits on securities of the issuer” and "Information on terms of fulfillment of Issuer’s liabilities against owners of issuer’s securities”. Information should be disclosed within the following terms after adoption of resolution on setting interest rate or procedure of evaluation of interest rate (rates) of the coupon (coupons):
- within 1 (one) day via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market;
- within 2 (two) days via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru. In addition, an announcement of the value of interest rate by the first coupon should be published by
the Underwriter via Exchange trading system by sending e-mail message to all Traders on the start of placement.
At this, publication on Internet page should be done after publication via news feed. In case of Internet publication, text of announcement of substantial fact should be available on
Internet page within at least 6 months after expiration date of the period set by Regulation on information disclosure; if Internet publication takes place after expiration of specified above term, the period of publication should be calculated from the date of Internet publication.
In addition, an announcement of the value of interest rate by the first coupon should be published by the Underwriter via Exchange trading system by sending e-mail messages to all Traders on the start of placement.
m) Information on the start and the end of securities placement should be disclosed in the following
order: 1) Information on the start of placement of Exchange-traded bonds issue should be disclosed by the
Issuer by publication of announcement of substantial fact named as "Information on stages of securities issue procedure" via news feeds and Issuer’s Internet page. Report on commencement of placement of Exchange-traded bonds should be published within the following terms after the start of placement set by Resolution on securities issue:
- via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, within 1 (one) day;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, within 2 (two) days. At this, publication on Internet page should be done after publication via news feed. In case of Internet publication, text of announcement of substantial fact should be available on
Internet page within at least 6 months after expiration date of the period preset by Regulation on information disclosure; if Internet publication takes place after expiration of specified above term, the period of publication should be calculated from the date of Internet publication.
2) Information on completion of placement of Exchange-traded bonds issue should be disclosed by the
Issuer by publishing announcement on substantial fact named as "Information on stages of securities issue procedure" via news feeds and Issuer’s Internet page. Report on completion of placement of Exchange-traded bonds should be published within the following terms after the end of placement set by Resolution on securities issue:
- via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, within 1 (one) day;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, within 2 (two) days. At this, publication on Internet page should be done after publication via news feed. In case of Internet publication, text of announcement of substantial fact should be available on
Internet page within at least 6 months after expiration date of the period preset by Regulation on information disclosure; if Internet publication takes place after expiration of specified above term, the period of publication should be calculated from the date of Internet publication.
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n) No later then the next day after the end of Exchange-traded bonds placement, MICEX Stock
Exchange, CJSC should disclose information on results of issue of Exchange-traded bonds and notify Federal Executive body for equity market on such results in the order prescribed by the latter. Disclosed information and notification on results of the issue of Exchange-traded bonds should contain the start and the end of Exchange-traded bonds placement, actual price (prices) of Exchange-traded bonds placement; face value, amount by face value and number of placed Exchange-traded bonds.
o) Information on fulfillment of Issuer’s obligations relating redemption/early redemption/partial early
redemption of face value of Exchange-traded bonds and/or repayment of dividends on them (including information on results of early redemption and number of bonds repaid early in case of early redemption under owners’ demand) should be disclosed by the Issuer in the order of disclosing information on substantial facts according to regulations by Federal Executive body for equity market. Information should be disclosed within the following terms:
- via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 1 (one) day after the date of fulfillment of obligations relating redemption/early redemption/partial early redemption of face value of Exchange-traded bonds and/or repayment of dividends on them by the Issuer;
- - no later then 2 (one) days after the date of fulfillment of obligations relating redemption/early redemption/partial early redemption of face value of Exchange-traded bonds and/or repayment of dividends on them by the Issuer, via Internet page of the Issuer, located to the following address: http://www.aeroflot.ru.
At this, publication on Internet page should be done after publication via news feed. In case of Internet publication, text of announcement of substantial fact should be available on
Internet page within at least 6 months after expiration date of the period prescribed by requirements by Federal Executive body for equity market; if Internet publication takes place after expiration of specified above term, the period of publication should be calculated from the date of Internet publication.
p) In case of default and/or technical default, the Issuer should disclose information on such event in
form of announcement of substantial fact named as "Information deadlines for fulfillment of Issuer’s obligations against owners of securities" according to Regulation on information disclosure. Information should be disclosed within the following terms:
- via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 1 (one) day after expiration date of the period of fulfillment of Issuer’s obligation concerning repayment of face value of Exchange-traded bonds and/or repayment of dividends on them;
- via Internet page of the Issuer, located to the following address: http://www.aeroflot.ru, no later then 2 (two) days after expiration date of the period of fulfillment of Issuer’s obligation concerning repayment of face value of Exchange-traded bonds and/or repayment of dividends on them.
Such announcement should include: - amount of non-fulfilled obligations; - reason of non-fulfillment of obligations; - list of possible actions the owners of Exchange-traded bonds can undertake to settle their claims. At this, publication on Internet page should be done after publication via news feed. In case of Internet publication, text of announcement of substantial fact should be available on
Internet page within at least 6 months after expiration date of the period prescribed by Regulation on information disclosure; if Internet publication takes place after expiration of specified above term, the period of publication should be calculated from the date of Internet publication.
q) Information on appointment of other paying agents and/or Agents for purchasing Exchange-traded
bonds and cancelation of such appointments should be disclosed by the Issuer in the following way: - via news feed of INTERFAX, information agency authorized by Federal executive body for equity
market for disclosure of information at equity market, no later then 5 (five) days after the date of specified appointments or cancellations;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, within 5 (five) days after the date of such appointments or cancellations.
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Information on execution or cancellation of appointments of paying agents and/or Agents for purchasing Exchange-traded bonds should be published by the Issuer via Issuer’s Internet page after publication via news feed.
r) Interest rate and procedure of evaluation of coupon rates starting from the second coupon should be set according to the order specified in point 9.3.1 of Resolution on securities issue on the date of setting rate of the i-th coupon (I = 2, …, 6) and point 9.1.2 of the Prospectus.
Information on particular rate or procedure of evaluation of coupon rate should be disclosed by the Issuer in form of announcement of substantial facts in the following order:
- via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market no later then 1 (one) day after the date of setting the rate of i-th coupon or procedure of its evaluation;
- via Issuer’s Internet page located to the following address: http://www.aeroflot.ru, no later then 2 (two) days after the date of setting the rate of i-th coupon or procedure of its evaluation.
At this, publication on Internet page should be done after publication via news feed. In case of Internet publication, text of announcement of substantial fact should be available on
Internet page within at least 6 months after expiration date of the period preset by Regulation on information disclosure; if Internet publication takes place after expiration of specified above term, the period of publication should be calculated from the date of Internet publication.
If the Issuer adopts resolution on rates and procedure of evaluation of coupon rates in form of formula
including variables which value cannot be changed at discretion of the Issuer, for coupon dates starting from the second and up to n-th coupon date (n=2,3,…,6), the Issuer should inform Stock Exchange on adopted resolutions including fixed rates or the procedure of setting rates no later then 1 (one) day before the start of Exchange-traded bonds placement.
If resolution on particular rate or procedure of evaluation of coupon rate is adopted by the Issuer after information on results of Exchange-traded bonds issue is disclosed by MICEX Stock Exchange and Federal Executive body for equity market is notified on results of the issue in the order prescribed, the Issuer should inform Stock Exchange on fixed rate or procedure of evaluation of coupon rate no later then 5 (five) working days before expiration of i-th coupon date (i.e. the period of setting interest rate or procedure of evaluation of the rate of i-th and following coupons).
s) If the Issuer adopts resolution on purchasing Exchange-traded bonds under the agreement
with their owner (owners), including under public irrevocable offers, notification on corresponding resolution should be disclosed in form of report of information, which may exert substantial influence upon price of Joint-Stock company securities no later then:
- via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, within 1 (one) day;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru within 2 (two) days after the date of compilation of minutes of Issuer's authorized Regulatory body
meeting where resolution on purchase of Exchange-traded bonds is adopted and no later then 14 (fourteen) days before the start of Exchange-traded bonds' purchase. Such announcement should include following information:
- date of adoption of resolution on purchase (redemption) of Exchange-traded bonds of the issue; - Series and form of Exchange-traded bonds, identification number and date of admission of
Exchange-traded bonds to trading at Stock Exchange during placement; - - number of Exchange-traded bonds to be purchased; - the term during which holder of Exchange-traded bonds can transfer written letter of intent to sell
certain amount of Exchange-traded bonds to the Issuer under conditions set in Issuer’s resolution on purchase of Exchange-traded bonds and specified in published announcement of purchasing Exchange-traded bonds, to the agent of the Issuer.
- the start of purchase of Exchange-traded bonds of the issue by the Issuer; - the end of purchase of Exchange-traded bonds of the issue; - price of purchase of Exchange-traded bonds of the issue or procedure of its evaluation; - procedure of purchase of Exchange-traded bonds of the issue; - mode and terms of payment; - name of the agent authorized by the Issuer for purchase (redemption) of Exchange-traded bonds, its
place of location, information on bank details of its licence of professional participant of equity market.
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At this, publication on Internet page should be done after publication via news feed. Text of announcement containing information, which may exert substantial influence upon price of
Joint-Stock company securities, should be available via Internet page during the whole period of Exchange-traded bonds circulation.
t) Information on results of Issuer’s purchase of Exchange-traded bonds including information on
amount of purchased bonds should be disclosed in order of disclosure of information on substantial facts according to regulations by Federal Executive body for equity market. Information should be disclosed by the Issuer within the following terms:
• via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, within 1 (one) day after the end of fixed term of Exchange-traded bonds purchase;
• via Issuer’s Internet page located to the following address: http://www.aeroflot.ru • , within 2 (two) days after the end of fixed term of Exchange-traded bonds purchase. At this, publication on Internet page should be done after publication via news feed. In case of Internet publication, text of announcement of substantial fact should be available on
Internet page within at least 6 months after expiration date of the period preset by Regulation on information disclosure; if Internet publication takes place after expiration of specified above term, the period of publication should be calculated from the date of Internet publication.
u) Disclosure of information on possibility of early redemption on the owner’s demand: 1) After the Issuer receives notification on adoption of resolution on delisting shares of all categories
and kinds and/or all bonds of the Issuer admitted to trading at all Stock Exchanges (except of delisting of bonds because of expiration of their circulation or redemption period) and on accrual of rights of Exchange-traded bonds owners to request early redemption of the bonds (if the shares of all categories and kinds and/or all bonds of the Issuer are delisted at all Stock Exchanges admitting Exchange-traded bonds to trading, except of delisting bonds because of expiration of their circulation or redemption period) from the Stock Exchange admitting the bonds to trading, corresponding announcement should be published by the Issuer in form of "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" within the following terms after the date of Issuer’s receipt of above mentioned notification from the Stock Exchange:
• via news feed of INTERFAX, information agency authorized by Federal executive body for equity
market for disclosure of information at equity market, within 1 (one) day;
• via Issuer’s Internet page located to the following address: http://www.aeroflot.ru, within 2 (two) days.
Specified notification should contain conditions of early redemption (including the price of early
redemption). Text of announcement containing information, which may exert substantial influence upon price of
Joint-Stock company securities, should be available via Internet page during the whole period of Exchange-traded bonds circulation.
In addition, the Issuer should sent an announcement of receipt of Stock Exchange’s notification on
adoption of resolution on delisting shares of the Issuer of all categories and kinds and/or all bonds of the Issuer at all Stock Exchanges admitting Exchange-traded bonds to trading (excluding delisting of bonds because of expiration of their circulation or redemption period) and the fact that the Issuer accepts Requirements of early redemption of Exchange-traded bonds (if the shares of all categories and kinds and/or all bonds of the Issuer are delisted at all Stock Exchanges admitting Exchange-traded bonds to trading, except of delisting of bonds because of expiration of their circulation or redemption period)) to National Dispatch Center.
2) If Exchange-traded bonds are entered into Quotation list B, their owners should be entitled to
request early redemption of such Exchange-traded bonds in case of such bonds delisting at all Stock Exchanges that entered such bonds in their Quotation lists.
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Announcement of Issuer’s receipt of Stock Exchange’s notification on adoption of resolution on delisting of Exchange-traded bonds (in case the Exchange-traded bonds of the Issuer are not entered into Quotation lists of the other Stock Exchanges) and on early redemption of Exchange-traded bonds, should be published by the Issuer on form of “Report of information, which may exert substantial influence upon price of Joint-Stock company securities”, within the following terms after the date of Issuer’s receipt of above mentioned notification:
• via news feed of INTERFAX, information agency authorized by Federal executive body for equity
market for disclosure of information at equity market, within 1 (one) day;
• via Issuer’s Internet page located to the following address: http://www.aeroflot.ru, within 2 (two) days.
In addition, the Issuer should send notification on receipt of Stock Exchange’s notification on adoption
of resolution on delisting of Exchange-traded bonds (in case the Exchange-traded bonds are not entered into Quotation list of the other Stock Exchanges) and on the fact that the Issuer accepts Requirements of early redemption of Exchange-traded bonds and on the date of such early redemption, to National Dispatch Center.
Text of announcement containing information, which may exert substantial influence upon price of
Joint-Stock company securities, should be available via Internet page during the whole period of Exchange-traded bonds circulation.
v) The Issuer undertakes to disclose information on its activities in form of quarterly statements, announcements on substantial facts and also in form of Report of information, which may exert substantial influence upon price of Issuer’s securities, following requirements to completeness and procedure stated by regulations by Federal Executive body for equity market.
w) If within the term of placement the Issuer receives written demand (order, decision) on temporary
suspension of placement from state authority or the Stock Exchange admitting Exchange-traded bonds for placement, the Issuer should suspend placement of Exchange-traded bonds and publish Report of suspension of Exchange-traded bonds placement.
Report of suspension of Exchange-traded bonds placement should be published by the Issuer within the following terms after the earliest date of Issuer’s receipt of written demand (order, decision) of authorized body/person on temporary suspension of Exchange-traded bonds placement by post, fax, e-mail, courier delivery against receipt:
• via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 1 (one) day after specified date;
• via Issuer’s Internet page located to the following address: http://www.aeroflot.ru, no later then 2 (two) days after above mentioned date.
If placement of Exchange-traded bonds is suspended because of resolution on temporary suspension of
securities issue adopted by the authorized body, information on suspension of securities placement should be disclosed by the Issuer in form of announcement of substantial fact named as "Information on suspension and resumption of securities issue" in order and form provided by regulations by Federal Executive body for equity market.
Suspension of securities placement is not allowed before publishing announcement of suspension of
securities placement via news feed and Internet page. x) After receipt of written notification (decision, resolution) of authorized body/person on granting
permission to resume securities placement (because of termination of reasons for securities placement suspension) during securities placement, the Issuer should publish announcement of resume of securities placement.
Report of suspension of Exchange-traded bonds placement should be published by the Issuer within the following terms after the earliest date of Issuer’s receipt of written notification of authorized body/person on resume of securities placement (because of termination of reasons for securities placement suspension) by post, fax, e-mail, courier delivery against receipt:
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• via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 1 (one) day after specified date;
• via Issuer’s Internet page located to the following address: http://www.aeroflot.ru, no later then 2 (two) days after above mentioned date.
If placement of securities is resumed because of resolution on resume of securities issue adopted by the
authorized body, information on resume of securities placement should be disclosed by the Issuer in form of announcement of substantial fact named as "Information on suspension and resumption of securities issue" in order and form provided by regulations by Federal Executive body for equity market.
Resume of securities placement is not allowed before publishing announcement of resume of securities
placement via news feed and Internet page. y) In case of alteration of Resolution on Exchange-traded bonds issue and (or) the Prospectus before
the start of their placement, the Issuer should disclose information on such fact in order and within the terms stated for disclosure of information on admission of Exchange-traded bonds to trading during placement at the Stock Exchange.
The Issuer should provide any interested person with copies of Resolution on issue of the Prospectus. Payment may be collected for provision of copies of Resolution on securities issue and the Prospectus,
to the amount not exceeding expenses for producing such copies. If the Issuer has to disclose information in form of quarterly statement and announcements on substantial
facts (events, actions) concerning Issuer’s financial and business activities, such circumstance should be mentioned hereunder: There is no such obligation.
If while placing securities by subscription by Joint-Stock company some persons accrue pre-emption right
for purchasing placed securities, procedure of disclosing information on results of exercising pre-emption right by the Issuer should be specified hereunder: Pre-emption right of purchasing securities of the issue is not provided.
B: Exchange-traded bonds of БО-02 series
2.1. Kind, category (type) and form of placed securities Kind of placed securities: Exchange-traded bearer bonds Series: БО-02 Other identification features of placed securities: Non-convertible interest-bearing documentary
exchange-traded bearer bonds of БО-02 series with mandatory centralized storage (hereinafter referred to as the “Exchange-traded bonds”) early repayable upon demand of owners and at discretion of the Issuer.
Maturity date: Date of start: The 1092nd (one thousand ninety second) day after the start of placement of Exchange-traded bonds of
the issue. Date of end: Dates of the start and the end of redemption of Exchange-traded bonds of the issue are the same. Form of placed securities: documentary exchange-traded bearer bonds with mandatory centralized
storage.
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2.2. Face value of each kind, category (type), series of placed equity securities Face value of placed securities: RUR 1,000 (one thousand rubles).
2.3. Expected amount of the issue in monetary terms and number of placed equity securities
Number of placed securities: 6,000,000 (six million) pieces Amount of issued securities at the face value: RUR 6,000,000,000 (six billion rubles). If along with placement of securities it is planned to propose Issuer’s securities of the same kind, category
(type) placed before (outstanding) for purchase (including by floatation of corresponding foreign securities out of the borders of the Russian Federation), expected number of placed (outstanding) Issuer’s securities proposed for purchase, and their amount at the face value should be mentioned hereunder. Specified actions are not planned.
2.4. Price of placement of equity securities or procedure of its calculation Price of Exchange-traded bonds placement is set equal to RUR 1,000 (one thousand rubles) per one
Exchange-traded bond (100% of face value). If pre-emption purchase right is granted while placement of securities of the issue (additional issue), the
price or procedure of evaluation of the price of securities placement should be specified for the persons granted with such pre-emption right.
Pre-emption right is not granted.
2.5. Procedure and maturity of equity securities placement The start and the end of securities placement or procedure of setting the period of securities placement: Placement of Exchange-traded bonds should be commenced not earlier then seven days after
disclosure of information concerning admission of Exchange-traded bonds to trading at the Stock Exchange market by the Issuer and by the Exchange responsible for admission of Exchange-traded bonds to trading.
Start of placement of Exchange-traded bonds should be set by the authorized Regulatory body of the Issuer.
If at occurrence of an event, on which the Issuer should disclose information according to existing federal legislation and regulations by Federal Executive body for equity market, the other procedure and terms of disclosure of information on such event are in force, as opposed to the procedure and terms provided by Resolution on securities issue and the Prospectus, information on such event should be disclosed according to such procedure and terms provided by federal legislation and regulations by Federal Executive body for equity market which are in force at the moment of such disclosure.
Information on the start of Exchange-traded bonds placement should be published by the Issuer
according to requirements of Regulation on disclosure of information by issuers of equity securities approved by the Order No. 06-117/пз-н by FFMS (Federal Financial Markets Service) of 10.10.2006 within the following terms:
- via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 5 (five) days before the start of securities placement;
- via Issuer’s Internet-site, which address is as follows: http://www.aeroflot.ru, no later then 4 (four) days before the start of securities placement.
The start of Exchange-traded bonds placement set by Issuer’s Regulatory body, can be changed by
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resolution of the same Issuer’s authority upon compliance with requirements concerning procedure of disclosing information on alteration of the start of Exchange-traded bonds placement stated by existing legislation of Russian Federation, Resolution on securities issue and the Prospectus.
If the Issuer decides to change the start of securities placement already disclosed according to the
procedure stated above, the Issuer should publish a report on alteration of the start of securities placement via news feed and Internet page no later then 1 (one) day before commencement of aforesaid date.
The end of securities placement or procedure of its setting: The start and the end of Exchange-traded bonds placement are the same. Exchange-traded bonds issue is not supposed to be placed in tranches. Mode of placement: public offering. Pre-emption right to purchase placed securities and date of compilation of the list of persons granted with
such pre-emption right: Pre-emption purchase right is not provided. If placement of securities by public offering provides possibility to purchase securities out of the borders
of the Russian Federation including by acquisition of foreign securities, such possibility should be mentioned hereunder: Such possibility is not provided.
Other conditions of securities placement substantial at discretion of the Issuer: there are no such
conditions. If Issuer employs the persons rendering services on placement and/or organization of securities
placement, the following information regarding each person should be specified hereunder: The Underwriter is an organization rendering services on Exchange-traded bonds placement and
organization of Exchange-traded bonds placement (hereinafter referred to as the “Placement Mediator” or the "Organizer”) acting by order and at the expense of the Issuer.
The following company acts as the Underwriter of Exchange-traded bonds issue: “Troika Dialog” Investment Company, Closed Joint-Stock Company
Full corporate name: “Troika Dialog” Investment Company, Closed Joint-Stock Company Short corporate name: “Troika Dialog” IC, CJSC TIN: 7710048970 Place of location: Russian Federation, 125009, Moscow, Romanov pereulok (alley), house 4 Postal address: Russian Federation, 125009, Moscow, Romanov pereulok (alley), house 4 Licence No. 177-06514-100000 (broker licence) Date of issue: April 8, 2003 Duration of licence: unlimited Licensing authority: Federal Securities Commission of Russia Licence No. 177-06518-010000 (dealer licence) Date of issue: April 8, 2003 Duration of licence: unlimited Licensing authority: Federal Securities Commission of Russia
Major functions of the person rendering services on placement and/or organization of placement of securities, including the following:
• Awarding bids for purchasing Exchange-traded bonds; at this, the Underwriter should act by order and at the expense of the Issuer according to terms and conditions of the contract and the procedure set by Resolution on securities issue and the Prospectus.
• Executing actions relating admission of Exchange-traded bonds to trading during placement at the Stock Exchange in the name and at the expense of the Issuer.
• Informing the Issuer on number of actually placed Exchange-traded bonds and amount of monetary funds acquired as result of selling Exchange-traded bonds.
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• Transfer of monetary funds received by the Underwriter from the buyers as payment for Exchange-traded bonds, to settlement account of the Issuer according to terms and conditions of executed contract.
• Undertaking other actions necessary to discharge Underwriter’s obligations on Exchange-traded bonds placement in compliance with existing legislation of the Russian Federation and the agreement concluded between the Issuer and the Underwriter.
If such person undertakes to purchase the securities not placed in due time, it should be mentioned
hereunder. In case of such obligation, the amount (or procedure of amount setting) of securities not placed in due time to be purchased by the specified person and the period (or procedure of such period) after expiration of which the specified person should purchase mentioned amount of securities, should be specified hereunder.
According to the contract, the Organizer is not liable to purchase securities not placed in due time. If such person undertakes to keep prices of placed securities up to certain level within certain period after
completion of securities placement (i.e. stabilization), including obligation to render services of market-maker, it should be mentioned hereunder. In case of such undertakings, the term (or procedure of term setting) within which specified person undertakes to provide stabilization or render services of market-maker should also be specified hereunder.
Obligation regarding keeping prices of placed securities up to certain level within certain period after completion of securities placement (i.e. stabilization) is not provided by the agreement concluded between the Issuer and the Organizer. The Organizer assumes to conclude an agreement of performing functions of market-maker in case of entering Exchange-traded bonds into Quotation list B of Stock Exchange.
If such person is entitled to purchase additional amount of securities from among placed (outstanding)
securities of the Issuer of the same kind, category (type) as securities to be placed, that may be either sold or not subject to results of securities placement, it should be mentioned hereunder. In case of such entitlement, additional amount (or procedure of additional amount setting) of securities that can be purchased by the person specified, and the period (or procedure of setting period) within which the right to purchase additional amount of securities can be used, should be specified hereunder as well.
Such right is not granted. Amount of compensation due to the person rendering services on placement and/or organization of
placement of securities is as follows: Amount of compensation due to the persons rendering services on placement and/or organization of placement of securities should not exceed 1.0% (one percent) of face value of Exchange-traded bonds issue.
In case of concluding agreement of rendering services of market-maker, compensation due to the Organizer for rendering services of market-maker should not exceed RUR 10,000 (ten thousand rubles).
If along with placement of securities it is planned to propose for purchase previously placed (outstanding)
securities of the Issuer of the same kind, category (type) (including purchases executed out of Russian Federation by floatation of corresponding foreign securities), the following additional information should be mentioned hereunder: Specified actions are not planned.
2.6. Procedure and conditions of payment of placed equity securities Terms, mode (monetary or non-monetary resources) and procedure of payment of placed securities. Exchange-traded bonds should be paid off in monetary form via bank transfer of funds in currency of
Russian Federation. At placement of Exchange-traded bonds all corresponding payments should be carried out in
compliance with Rules for clearing business carried out by Clearing organization on equity market. Monetary funds received from placement of Exchange-traded bonds at Stock Exchange should be credited to Issuer’s account at Clearing House of MICEX (Moscow Central Stock Exchange).
Credit organization: Full corporate name: Nonbanking Credit Organization, Clearing House of Moscow Interbank Currency
Exchange, Closed Joint-Stock company Short corporate name: CH MICEX, CJSC Place of location: Russian Federation, 125009, Moscow, Bolshoy Kislovsky pereulok (alley), house
1/13, building 4
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Postal address: Russian Federation, 125009, Moscow, Bolshoy Kislovsky pereulok (alley), house 1/13, building 8
BIC: 044583505 Correspondent account: 30105810100000000505
If Issuer has no account opened at CH MICEX, monetary funds received by placement of Exchange-traded bonds at Stock Exchange should be credited to Underwriter’s account at CH MICEX.
Underwriter’s account details:
Account owner: “Troika Dialog” Investment Company, Closed Joint-Stock Company Short corporate name: “Troika Dialog” IC, CJSC Account No. 30401810199200000033 The Underwriter should transfer funds received from placement of Exchange-traded bonds to Issuer’s
account within the period set by agency contract for placement of securities at Stock Exchange. Payment of securities by non-monetary resources is not provided. In case of payment using monetary funds, currency of payment should be specified hereunder: Exchange-
traded bonds should be paid off in monetary form via bank transfer of funds in currency of the Russian Federation.
If payment for shares and bonds using non-monetary resources, things, property rights or other rights
(having pecuniary valuation) is provided, list of property that potentially can be used for payment of placed securities, information on the surveyor (list of prospective surveyors) invited for evaluation of market price of specified property (full and short corporate names, place of location of the surveyor as legal entity or surname, name and patronymic of the surveyor as individual entrepreneur; phone and fax numbers; number, date of issue and duration of surveyor’s licence; authority issuing specified licence) should be specified hereunder: Payment of securities by non-monetary resources is not provided.
If possibility of payment in installments is provided by the procedure of paying up of placed securities, amount and terms of each installment should be mentioned hereunder: Possibility of payment by installments is not provided.
Other conditions of paying up of placed securities substantial in Issuer’s opinion should be mentioned
hereunder: there are no any other conditions.
2.7. Procedure and conditions of making contracts during placement of equity securities
Procedure and conditions of making contracts during placement of securities including form and mode,
place and time of executing contracts should be described hereunder. Placement of Exchange-traded bonds can be carried out with or without entering Exchange-traded
bonds into Quotation lists of MICEX Stock Exchange, Closed Joint-Stock Company (inclusive of Quotation list B). At this, entering Exchange-traded bonds into Quotation list will be undertaken in compliance with Rules for admission of Exchange-traded bonds to trading at MICEX Stock Exchange, Closed Joint-Stock Company.
Exchange-traded bonds should be placed by closing purchase and sales transactions at the price of
placement of Exchange-traded bonds stated in point 8.4 of Resolution on securities issue and point 2.4 of the Prospectus. At placement of Exchange-traded bonds, the transactions should be closed at MICEX Stock Exchange, Closed Joint-Stock company (hereinafter referred to as the “Exchange", “MICEX Stock Exchange”) by awarding direct bids for purchasing Exchange-traded bonds submitted via Exchange trading system according to Rules for securities trading of MICEX Stock Exchange, Closed Joint-Stock company (hereinafter referred to as the "Trading Rules of Exchange", “Rules of Exchange”).
The Underwriter is an organization rendering services on Exchange-traded bonds placement and
organization of Exchange-traded bonds placement (hereinafter referred to as the “Placement Mediator” or the "Organizer”) acting by order and at the expense of the Issuer.
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The following company acts as the Underwriter of Exchange-traded bonds issue: “Troika Dialog” Investment Company, Closed Joint-Stock Company
Full corporate name: “Troika Dialog” Investment Company, Closed Joint-Stock Company Short corporate name: “Troika Dialog” IC, CJSC TIN: 7710048970 Place of location: Russian Federation, 125009, Moscow, Romanov pereulok (alley), house 4 Postal address: Russian Federation, 125009, Moscow, Romanov pereulok (alley), house 4 Licence No. 177-06514-100000 (broker licence) Date of issue: April 8, 2003 Duration of licence: unlimited Licensing authority: Federal Securities Commission of Russia Licence No. 177-06518-010000 (dealer licence) Date of issue: April 8, 2003 Duration of licence: unlimited Licensing authority: Federal Securities Commission of Russia Trading should be carried out in compliance with Rules of Exchange registered in prescribed order by
Federal Executive body for equity market. At this, placement of Exchange-traded bonds can be carried out by holding the Tender for setting
interest rate of the first coupon or by collecting direct bids for purchasing Exchange-traded bonds at fixed price and interest rate of the first coupon previously set by the Issuer according to procedure and under terms and conditions provided by Resolution on issue of securities and the Prospectus. Resolution on procedure of Exchange-traded
bonds placement should be made by Issuer's Regulatory body before the start of Exchange-traded bonds placement and should be disclosed according to procedure
provided by point 11 of Resolution on securities issue and point 2.9 of the Prospectus. 1) Placement of Exchange-traded bonds by tender for setting interest rate of the first coupon Closure of transactions relating placement of Exchange-traded bonds begins from the start of
Exchange-traded bonds placement after summing up results of the tender for evaluation of interest rate of the first coupon and should be finished by the end of Exchange-traded bonds placement.
Resolution on approval of purchase and sales transaction to be closed during Exchange-traded bonds placement, should be made before closure of such transaction, in compliance with procedure set by the Federal law.
Interest rate of the first coupon should be evaluated in the course of Tender carried out at Stock Exchange among prospective buyers of Exchange-traded bonds on the start of Exchange-traded bonds placement.
If prospective buyer is not trading participant of Stock Exchange (hereinafter referred to as the "Trader”), such person should conclude corresponding agreement with any Trader and provide the latter with an order for purchasing Exchange-traded bonds. Prospective buyer of Exchange-traded bonds being the Trader should act on his/her
own. Prospective buyer should open corresponding deposit account at NDC (National Dispatch Center) or
any other depositary being a depositor of NDC. Procedure and terms of deposit accounts opening should be regulated by provisions of corresponding depositary regulations.
On the day of Tender, the Traders should submit direct bids for purchasing Exchange-traded bonds via
Tender using Exchange trading system either on their own account or at their clients' expense. Terms and procedure of submitting bids to the Tender for evaluation of interest rate of the first coupon should be set by the Stock Exchange after coordination with the Issuer and/or the Underwriter.
The bids for purchasing Exchange-traded bonds should be sent by the Traders to the address of Placement Mediator's (Underwriter).
Purchase bid should contain the following substantial conditions: - purchase price (equal to 100% of face value); - number of Exchange-traded bonds;
- value of interest rate of the first coupon;
- code of calculations used at closure of securities transaction to be included into clearing pool of clearing organization under conditions of multilateral or ordinary clearing, setting that procedure of backing control should be followed during closure of the transaction and the proper date of securities transaction execution is the date of transaction closure;
- other parameters according to Rules of Exchange.
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Price of Exchange-traded bonds placement set by Resolution on securities issue and the Prospectus should be specified as purchase price.
In case the authorized Regulatory body of the Issuer sets interest rate of the first coupon equal to or greater then the value of interest rate specified in the bid, the number of Exchange-traded bonds prospective buyer would like to purchase should be set as number of Exchange-traded bonds therein.
The value (in numerical from, correct to two places of decimals) of interest rate of the first coupon, at which announcement made by the Issuer prospective investor was ready to purchase the number of Exchange-traded bonds specified in the bid at the price equal to 100% of face value, should be specified as interest rate of the first coupon therein.
Value of interest rate should be set in per cent per annum correct to one hundredth of per cent. At this, monetary funds should be reserved on trading accounts of the Traders kept at Nonbanking
Credit Organization, Clearing house of Moscow Interbank Currency Exchange, Closed Joint-Stock company (hereinafter referred to as the “CH MICEX”) in sum sufficient to cover all Exchange-traded bonds mentioned in the bids for purchasing Exchange-traded bonds inclusive of all necessary commission fees.
Full corporate name: Nonbanking Credit Organization, Clearing House of Moscow Interbank Currency Exchange, Closed Joint-Stock company
Short corporate name: CH MICEX, CJSC Place of location: Moscow, Bolshoy Kislovsky pereulok (alley), house 1/13, building 8 Postal address: Moscow, Bolshoy Kislovsky pereulok (alley), house 1/13, building 8 The bids failing to comply with above mentioned requirements should not be admitted to the Tender for
evaluation of interest rate of the first coupon. After expiration date of submitting bids to Tender, the Stock Exchange should compile consolidated
register of bids for purchasing securities (hereinafter referred to as the "Consolidated register of bids") and pass it over to the Underwriter.
Consolidated register of bids should comprise all substantial conditions of each bid such as purchase price, number of securities, date and time of bid receipt, bid number, value of acceptable interest rate of the first coupon, and other details according to Rules of Exchange.
Based on analysis of bids submitted to the Tender, the authorized Regulatory body of the Issuer should make resolution on value of interest rate of the first coupon and communicate it to Stock Exchange in writing no later then 30 minutes before submitting information on interest rate to the Information Agency. After publishing an announcement of the value of interest rate of the first coupon made by the Information Agency (according to the procedure provided by point 11 of Resolution on issue and point 2.9 of the Prospectus), the Issuer should inform the Underwriter on the value of interest rate of the first coupon.
An announcement of the value of interest rate of the first coupon should be published by the Underwriter via Exchange trading system by sending e-mail message to all Traders.
After receipt of information on the value of interest rate of the first coupon from the Issuer, the Underwriter should close transactions by awarding bids according to the order stated by Resolution on securities issue, the Prospectus and Rules of Exchange; at this, only those bids should be awarded which interest rate of the first coupon is equal to or less then fixed interest rate of the first coupon.
While awarding bids for purchasing Exchange-traded bonds submitted in the course of the Tender, the priority should be given to the bids of minimal interest rate of the first coupon.
In case there are bids of equal interest rate of the first coupon, the priority should be given to the bids submitted earlier. Rejected bids of the Traders should be refused by the Underwriter.
After fixing the interest rate of the first coupon and awarding bids submitted in the course of the Tender, the Traders acting either on their own account or at the expense and by orders of prospective buyers, can submit direct bids for purchasing Exchange-traded bonds at placement price to the address of the Underwriter (who is acting as the Placement Mediator) in case of incomplete placement of the issue of Exchange-traded bonds in the course of the Tender.
Submitted bids for purchasing Exchange-traded bonds should be awarded by the Underwriter in full only if number of Exchange-traded bonds mentioned in the bid does not exceed number of outstanding Exchange-traded bonds of the issue (within the limits of total number of Exchange-traded bonds suggested for placement). If amount of bonds mentioned in a bid for purchasing Exchange-traded bonds exceeds number of outstanding Exchange-traded bonds, such bid should be awarded only to the extent of outstanding balance. If all Exchange-traded bonds suggested for placement have been placed by the Underwriter, all further bids for purchasing Exchange-traded bonds should not be awarded.
Purchase of Exchange-traded bonds of the Issuer during placement cannot be executed at the expense of the Issuer.
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2) Placement of Exchange-traded bonds by collecting direct bids for purchasing Exchange-traded bonds at fixed price and rate of the first coupon
In case of placing Exchange-traded bonds by collecting direct bids for purchasing Exchange-traded
bonds at fixed price and the rate of the first coupon, the authorized Regulatory body of the Issuer should adopt resolution on the value of interest rate of the first coupon before the date of placement of Exchange-traded bonds, and no later then one day before the start of Exchange-traded bonds placement. Information on the value of interest rate of the first coupon should be disclosed by the Issuer according to point 11 of Resolution on securities issue and point 2.9 of the Prospectus.
Placement of Exchange-traded bonds by collecting direct bids for purchasing Exchange-traded bonds at fixed price and the rate of the first coupon implies an invitation addressed to indefinite circle of persons to make offers to purchase placed securities. Direct bids by purchasers are traders' offers to purchase placed Exchange-traded bonds.
An answer regarding acceptance of offers to purchase placed Exchange-traded bonds should be sent to the Traders selected at discretion of the Issuer from among the Traders who have made such offers by submitting counter direct bids. At this, the Trader should accept that his/her bid can be refused, awarded in full or in part.
On the start of placement and during the period of submission of bids for purchasing Exchange-traded bonds at fixed price and the rate of the first coupon, the Traders should submit direct bids for purchasing Exchange-traded bonds using Exchange trading system either on their own account or at their clients' expense.
Terms and procedure of submitting direct bids during the period of submitting bids at fixed price and the rate of the first coupon should be set by Stock Exchange after coordination with the Issuer and/or Underwriter.
At expiration of the period of submitting bids for purchasing Exchange-traded bonds at fixed price and the rate of the first coupon, Stock Exchange should compile consolidated register of bids for purchasing securities (hereinafter referred to as the "Consolidated register of bids") and pass it over to the Underwriter.
Consolidated register of bids comprises all substantial conditions of each bid such as purchase price, number of securities, date and time of bid receipt, bid number, and other details according to the Rules of Exchange.
Based on analysis of Consolidated register of bids, the Issuer assigns prospective buyers of Exchange-traded bonds and the number of Exchange-traded bonds to be sold to the buyers assigned, and communicates this information to the Underwriter.
After receiving information on prospective buyers of Issuer's Exchange-traded bonds and number of Exchange traded bonds to be sold to the buyers specified by the Issuer, the Underwriter closes transactions with assigned buyers of Issuer’s Exchange-traded bonds by submitting counter direct bids comprising indication of number of securities the Issuer would like to sell to particular buyer according to Rules of Exchange, in approved order stated by the Resolution on issue and the Prospectus.
After accepting the bids submitted within corresponding period and in case of incomplete placement of issued Exchange-traded bonds, the Traders acting either on their own account or at the expense and by orders of prospective buyers, can submit direct bids for purchasing Exchange-traded bonds at placement price to the address of the Underwriter (who’s acting as the Placement Mediator). The Issuer considers such bids and assigns buyers to whom the Issuer is going to sell Exchange-traded bonds and the number of Exchange-traded bonds to be sold to the buyers assigned, and communicates this information to the Underwriter.
After receiving information on prospective buyers of Issuer’s Exchange-traded bonds and number of Exchange traded bonds to be sold to the buyers assigned by the Issuer, the Underwriter closes transactions with such prospective buyers of Exchange-traded bonds by submitting counter direct bids comprising number of securities the Issuer would like to sell to particular purchaser according to Rules of Exchange, in approved order stated by the Resolution on issue and the Prospectus.
If prospective buyer is not the Trader, such person should conclude corresponding agreement with any
Trader and issue an order to purchase Exchange-traded bonds to the latter. Prospective buyer of Exchange-traded bonds being the Trader should act on his/her own.
Prospective buyer should open corresponding deposit account at NDC (National Dispatch Center) or any other depositary being a depositor of NDC. Procedure and terms of deposit accounts opening are regulated by provisions of corresponding depositary regulations.
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The bids for purchasing Exchange-traded bonds should be sent to Placement Mediator's (Underwriter’s) address by the Traders.
Purchase bid should contain the following substantial conditions: - purchase price (equal to 100% of face value);
- number of Exchange-traded bonds;
- code of calculations used at closure of securities transaction to be included into clearing pool of Clearing organization under conditions of multilateral or ordinary clearing, specifying that the procedure of backing control should be followed during closure of the transaction and the proper date of securities transaction execution is the date of transaction closure.
- other parameters according to Rules of Exchange. Price of Exchange-traded bonds placement set by Resolution on securities issue and the Prospectus
should be specified as purchase price. Number of Exchange-traded bonds prospective buyer would like to acquire at the rate of the first
coupon fixed before the start of placement should be specified as the number of Exchange-traded bonds. At this, monetary funds should be reserved on trading accounts of the Traders kept at Nonbanking
Credit Organization, Clearing house of Moscow Interbank Currency Exchange, Closed Joint-Stock company (hereinafter referred to as the “CH MICEX”) in sum sufficient to cover all Exchange-traded bonds mentioned in the bids for purchasing Exchange-traded bonds inclusive of all necessary commission fees.
Full corporate name: Nonbanking Credit Organization, Clearing House of Moscow Interbank Currency Exchange, Closed Joint-Stock company
Short corporate name: CH MICEX, CJSC Place of location: 125 009, Russian Federation, Moscow, Sredny Kislovsky pereulok (alley), house
1/13, building 8 Postal address: 125 009, Russian Federation, Moscow, Sredny Kislovsky pereulok (alley), house 1/13,
building 8 The bids failing to comply with requirements stated above should not be accepted. Purchase of Exchange-traded bonds of the Issuer in the course of their placement cannot be executed
at the expense of the Issuer. At placement of Exchange-traded bonds by collecting direct bids for purchasing Exchange-traded
bonds at fixed price and the rate of the first coupon, the Issuer and/or the Underwriter is/are going to make Provisional contracts with prospective buyers of Exchange-traded bonds containing obligation to make Principal contracts of disposal of securities placed by the Issuer and/or the Underwrite with prospective buyers or the Trader acting in their name in future.
Such provisional contracts should be made by means of the Issuer’s and/or the Underwriter’s acceptance of prospective investors’ offers to make provisional contracts (hereinafter referred to as the “Provisional contract”) according to which the investor and the issuer undertake to make principal contracts of purchase and sale of Exchange-traded bonds on the start of Exchange-traded bonds placement. At this, any offer containing proposal to make Provisional contract can be refused, accepted in full or in part at discretion of the Issuer.
Collection of prospective investors’ offers to make Provisional contracts should be started not earlier then on the date of admission of Exchange-traded bonds to trading by MICEX Stock Exchange during placement and should be finished no later then on the day directly preceding the start of Exchange-traded bonds placement.
Procedure of disclosing information on terms of submission of offers to make Provisional contracts by
prospective buyers of Exchange-traded bonds The Issuer should disclose information on terms of submission of offers to make Provisional contract
in from of "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" in the following way:
- - via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 1 (one) day after the date of execution of resolution on setting the period of submitting offers to make Provisional contract by authorized Regulatory body of the Issuer;
- - via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, no later then 2 (two) days after the date of adoption of resolution on setting terms of submitting offers to make Provisional contract by authorized Regulatory body of the Issuer.
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Specified information should contain form of prospective investor's offer to make Provisional contract,
and also procedure and terms of such offer’s submission. Prospective investor should indicate maximal sum which he/she is ready to spend on purchasing
Exchange-traded bonds of particular issue and also minimal rate of the first coupon for Exchange-traded bonds at which he/she is ready to purchase Exchange-traded bonds to aforementioned maximal sum in submitted offers to make Provisional contract. By submitting the offer to make Provisional contract, prospective investor accepts that it can be either refused or accepted in full or in part.
The expiration date of submission of prospective investors’ offers to make Provisional contracts preliminary fixed by the Issuer, can be changed by resolution of the Issuer later on. Corresponding information should be disclosed in form of “Report of information, which may exert substantial influence upon price of Joint-Stock company securities” in following way:
- - via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 1 (one) day after the date of execution of Issuer’s authorized Regulatory body’s resolution on alteration of expiration date of submission of offers to make Provisional contracts;
- - via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, no later then 2 (two) days after the date of execution of Issuer’s authorized Regulatory body’s resolution on alteration of expiration date of submission of offers to make Provisional contract.
Procedure of disclosing information on expiration date of submission of offers to make Provisional
contract by prospective buyers of Exchange-traded bonds The Issuer should disclose information on expiration date of submission of offers to make Provisional
contract in form of "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" in the following way:
- via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then the day next to expiration date of submission of offers to make Provisional contract;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, no later then the day next to expiration date of submitting offers to make Provisional contract.
Principal contracts of sale and purchase of Exchange-traded bonds should be made at the price of placement of Exchange-traded bonds stated in point 8.4 of Resolution on securities issue and point 2.4 of the Prospectus by submission of direct bids using Trading system of MICEX Stock Exchange according to the procedure set by the present subpoint.
Power of preferential purchase of placed securities including power to exercise pre-emption right to
purchase securities provided by the clauses 40 and 41 of Federal law "On joint-stock companies": Pre-emption right to purchase placed securities is not provided. In case of registered securities which owners' register is kept by the registrar, the person being the holder
of the instrument of transfer granted by the Issuer and used as the reason for making credit entry to settlement account or deposit account of the first owner (the registrar, the depositary, the first owner) should be specified hereunder along with other conditions of issuing such instrument of transfer:
Placed securities are not registered securities. For documentary securities with mandatory centralized storage, procedure of entering credit entry to
deposit account of the first owner at the depositary responsible for centralized storage should be specified hereunder:
Credit entry to deposit account of the first owner opened at the Depositary should be entered under the orders submitted by clearing organization (hereinafter referred to as the "Clearing organization") servicing payments under transactions closed during placement of Exchange-traded bonds at the Stock Exchange.
Placed Exchange-traded bonds should be entered in deposit accounts of Exchange-traded bonds
purchasers by the Depositary in compliance with Rules for clearing business carried out by Clearing organization on equity market and conditions of depository business carried out by the Depositary.
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Expenses for making credit entries on entering Exchange-traded bonds to deposit accounts of their first owners (purchasers) should be specified hereunder:
The first owners of securities should bear expenses for making credit entries of entering Exchange-traded bonds to deposit accounts of their first owners (purchasers) opened at Depositary (undertaking centralized storage of Exchange-traded bonds).
For documentary securities without mandatory centralized storage, the procedure of issuing securities
certificates for the first owners should be specified hereunder: Securities of the present issue are provided with centralized storage.
If placement of securities is planned to be done out of the borders of the Russian Federation including by
floatation of corresponding foreign securities, such condition should be mentioned hereunder: Securities placement is not supposed to be undertaken out of the borders of Russian Federation.
If securities should be placed under subscription by tendering, name of the person organizing tenders (the
issuer or specialized organization) should be specified hereunder: Name of the person organizing tendering: Full corporate name: MICEX Stock Exchange, Closed Joint-Stock Company Short corporate name: MICEX Stock Exchange, CJSC Place of location: Russian Federation, 125009, Moscow, Bolshoy Kislovsky pereulok (alley), house 13 Postal address: Russian Federation, 125009, Moscow, Bolshoy Kislovsky pereulok (alley), house 13 Date of state registration: 2.12.2003 Registration number: 1037789012414 Name of authority undertaking state registration: Interdistrict Tax Inspectorate of the Ministry of Taxes
and Levies of Russia No. 46 for Moscow City Licence No. 077-10489-000001 Date of issue: 23.08.2007 Duration of licence: Unlimited Licensing authority: Federal Securities Commission of Russia At placement of Exchange-traded bonds by the Tender for evaluation of the first coupon rate, in case
of compliance of the bids conditions with specified above requirements, the bids should be registered at Stock Exchange and then awarded by the Underwriter at Stock Exchange.
In case of placing Exchange-traded bonds by collecting direct bids for purchasing Exchange-traded bonds at fixed price and the rate of the first coupon set by the Issuer before the start of bonds placement, and under compliance of bids conditions with specified above requirements, the bids should be registered at Stock Exchange and be awarded (or refused) by the Underwriter according to Issuer’s resolution (as stated above).
Placed Exchange-traded bonds should be entered to deposit accounts of Exchange-traded bonds buyers
by the Depositary in compliance with Rules for clearing business carried out by Clearing organization on equity market and conditions of depository business carried out by the Depositary.
To close Exchange-traded bonds purchase and sale transaction during placement, prospective buyer
should open corresponding deposit account at the Depositary undertaking centralized storage of Exchange-traded bonds of the issue (or in any other depositary acting as a depositor of the Depositary) in advance (before the start of Exchange-traded bonds placement). Procedure and terms of deposit accounts opening should be regulated by provisions of regulations of corresponding Depositaries.
Alteration and/or termination of agreements concluded during placement of Exchange-traded bonds should be carried out under and according to procedures provided by the Chapter 29 of the Civil Code of Russian Federation.
2.8. Circle of prospective buyers of placed equity securities Information on the circle of prospective buyers of placed securities. Exchange-traded bonds should be placed by public subscription.
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Circle of prospective buyers of Exchange-traded bonds is not limited. Non-residents can purchase Exchange-traded bonds according to existing legislation and regulations of the Russian Federation.
2.9. Procedure of disclosing information on placement and results of placement of equity securities
Mode, procedure and terms of Issuer’s disclosure of information on the start and the end of securities
placement, price (procedure of price evaluation) of securities, state registration of report on results of securities issue (additional issue) or submission of notification on results of securities issue (additional issue) to registering authority should be specified hereunder.
The Issuer should disclose information at each stage of securities issue in order prescribed by Federal law “On equity market”, Federal law "On Joint-Stock Companies” and regulations by Federal Executive Body for equity market in order and within the terms provided by Resolution on securities issue and the Prospectus. If at occurrence of an event, on which the Issuer should disclose information according to existing federal legislation and regulations by Federal Executive body for equity market, the other procedure and terms of disclosure of information on such event are in force, as opposed to the procedure and terms provided by Resolution on securities issue and the Prospectus, information on such event should be disclosed according to such procedure and terms provided by Federal legislation and regulations by Federal Executive Body for equity market which are in force at the moment of such disclosure.
a) Information on resolution on Exchange-traded bonds placement adopted by authorized Regulatory
body of the Issuer, should be disclosed by the Issuer in form of announcement of substantial fact named as "Information on the stages of securities issue procedure" in compliance with regulations by Federal Executive Body for equity market. Information should be disclosed within the following terms:
- - via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 1 (one) day after the date of compilation of minutes of Issuer’s authorized Regulatory body meeting where resolution on placement of Exchange-traded bonds is adopted;
- - via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, after announcement via news feed and no later then 2 (two) days after the date of compilation of minutes of Issuer’s authorized Regulatory body meeting where resolution on Exchange-traded bonds placement is adopted.
At this, publication via Internet page should be done after publication via news feed. In case of Internet publication, text of announcement of substantial fact should be available via
Internet page within at least 6 months after expiration date of the period preset by Regulation on disclosure of information by issuers of equity securities executed by the Order No. 06-117/пз-н of FFMS (Federal Financial Markets Service) of Russia of 10.10.2006 (hereinafter referred to as “Regulation on information disclosure"); if Internet publication takes place after expiration of specified above term, the period of publication should be calculated from the date of Internet publication.
b) Information on adoption of Resolution on Exchange-traded bonds placement made by authorized
Regulatory body of the Issuer, should be disclosed by the Issuer in form of announcement of substantial fact named as "Information on the stages of securities issue procedure" in compliance with regulations by Federal Executive Body for equity market. Information should be disclosed within the following terms:
- via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 1 (one) day after the date of compilation of minutes of Issuer’s authorized Regulatory body meeting where resolution on adoption of Resolution on securities issue is made;
- - via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, after disclosure of the announcement via news feed and no later then 2 (two) days after the date of compilation of minutes of Issuer’s authorized Regulatory body meeting where decision is made to approve Resolution on securities issue.
At this, publication via Internet page should be done after publication via news feed. In case of Internet publication, text of announcement of substantial fact should be available on
Internet page within at least 6 months after expiration of the period preset by Regulation on information disclosure; if Internet publication takes place after expiration of specified above term, the period of publication should be calculated from the date of Internet publication.
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c) In case Exchange-traded bonds are admitted to trading at MICEX Stock Exchange, CJSC during
their placement and/or circulation, the Issuer and MICEX Stock Exchange, CJSC should provide any interested persons with access to information contained on the Prospectus irrespective of purpose such information is looked for, and also disclose information on admission of Exchange-traded bonds to trading at the Exchange according to prescribed order no later then seven days before the start of placement (circulation) of Exchange-traded bonds.
Information on admission of Exchange-traded bonds to trading at MICEX Stock Exchange, CJSC should be disclosed by the Exchange via Internet page of MICEX Stock Exchange, CJSC.
Information on admission of Exchange-traded bonds to trading during placement should be published
by the Issuer in form of the announcement named as “Report of information, which may exert substantial influence upon price of Joint-Stock company securities” within the following terms after either the date of publication of information on admission of Exchange-traded bonds to trading during placement by Stock Exchange via representative office of MICEX Stock Exchange, CJSC or the date when the Issuer receives written Report on admission of Exchange-traded bonds to trading during placement either by post, fax, e-mail, or courier delivery against receipt (the earliest of the dates specified above should be selected):
- via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, within 1 (one) day;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, within 2 (days).
At this, publication via Internet page should be done after publication via news feed. In case of Internet publication, text of announcement of information which may exert substantial
influence on price of securities of Joint-Stock company, should be available on Internet page within at least 6 months after expiration date of the period stated by Regulation on information disclosure; if Internet publication takes place after expiration of specified above term, the period of publication should be calculated from the date of Internet publication.
e) Within 2 (two) days after the date of admission of Exchange-traded bonds to trading during
placement and no later then 7 (seven) days after the start of Exchange-traded bonds placement, the Issuer should publish texts of the Prospectus and Resolution on securities issue via Issuer’s Internet page.
Identification number assigned to the issue (additional issue) of Exchange-traded bonds by Stock Exchange, date of Exchange-traded bonds admission to trading at Stock Exchange during placement and name of mentioned Stock Exchange should be specified in the text of the Prospectus at its publishing via Internet page.
Text of Resolution on securities issue should be available via Internet at the following address: http://www.aeroflot.ru, starting from the day of publication and up to the day of redemption (cancellation) of all securities of the issue.
Identification number assigned to the issue (additional issue) of Exchange-traded bonds by Stock Exchange, date of Exchange-traded bonds admission to trading at Stock Exchange during placement and name of the Stock Exchange should be specified in the text of the Prospectus at its publishing via Internet page.
Text of the Prospectus should be available via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru starting from the day of its Internet publication, within at least 6 (six) months after the day of Exchange-traded bonds placement.
f) All persons interested should be able to look thought Resolution on securities issue and the
Prospectus and receive copies of these documents subject to payment not exceeding actual expenses for making such copies, at the following addresses:
Aeroflot, OJSC Address: Russian Federation, 119002, Moscow, Arbat Street, house 10 Phone: (495) 753-8116 Internet page: http://www.aeroflot.ru “Troika Dialog” IC, CJSC Address: Russian Federation, 125009, Moscow, Romanov pereulok (alley), house 4 Phone: (495) 258 0500 Fax: (495) 258 0547 Internet page: http://www.troika.ru
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g) Disclosure of information on early redemption of Exchange-traded bonds at discretion of the Issuer A) Possibility or impossibility of early redemption of Exchange-traded bonds during circulation at
discretion of the Issuer should be set by resolution of Issuer’s authorized Regulatory body before the start of Exchange-traded bonds placement.
1. The announcement of Issuer's adoption of resolution on possibility or impossibility of early redemption of Exchange-traded bonds at discretion of the Issuer should be published in form of "Report of information, which may exert substantial influence upon price of Joint-Stock company securities” in the following way:
- - via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 1 (one) day after the date of adoption of resolution on possibility or impossibility of early redemption of Exchange-traded bonds and no later then on the day previous to the start of Exchange-traded bonds placement;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, no later then 2 (two) days after the date of adoption of resolution on possibility or impossibility of early redemption of Exchange-traded bonds and no later then on the day previous to the start of Exchange-traded bonds placement;
Text of enouncement containing information which may exert substantial influence upon price of
Joint-Stock company securities should be available via Internet page during the whole period of Exchange-traded bonds circulation.
2. Announcement of Issuer’s adoption of resolution on early redemption of Exchange-traded bonds should
be published by the Issuer in form of "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" no later then 14 (fourteen) days before execution of such early redemption in the following way:
- - via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, within 1 (one) day after the date of adoption of resolution on early redemption of Exchange-traded bonds;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, within 2 (two) days after the date of adoption of resolution on early redemption of Exchange-traded bonds;
Among other information, such announcement should include information on the price, terms and procedure of early redemption of Exchange-traded bonds to be executed by the Issuer.
Text of enouncement containing information which may exert substantial influence upon price of
Joint-Stock company securities should be available via Internet page during the whole period of Exchange-traded bonds circulation.
The Issuer should inform Stock Exchange on all adopted resolutions including resolution on
possibility/date, terms and conditions of either fulfillment or non-fulfillment of early redemption of Exchange-traded bonds at discretion of the Issuer on the date set forth earlier, but no later then the second working day after the date of adoption of corresponding resolution.
No later then 14 (fourteen) days before the date of possible early redemption of Exchange-traded
bonds, the Issuer should send the notification on adoption of resolution on early redemption of Exchange-traded bonds on the date when such early redemption is possible at discretion of the Issuer, to NDC (National Dispatch Center).
B) Before the start of Exchange-traded bonds placement, the Issuer can adopt resolution on partial
early redemption of Exchange-traded bonds on the end of the regular coupon date (dates). The announcement of Issuer's adoption of resolution on partial early redemption of Exchange-traded
bonds on the end of regular coupon date (dates), should be published in form of "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" in the following way:
- - via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity
market for disclosure of information at equity market, within 1 (one) day after the date of adoption of resolution on partial early redemption of Exchange-traded bonds on the end of regular coupon date (dates) and no later then the day previous to the start of Exchange-traded bonds placement;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, within 2 (two) days after the date of adoption of resolution on partial early redemption of Exchange-traded bonds on the end of regular coupon date (dates) and no later then the day previous to the start of Exchange-traded bonds
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placement; Text of enouncement containing information, which may exert substantial influence upon price of
Joint-Stock company securities, should be available via Internet page during the whole period of Exchange-traded bonds circulation.
C) The Issuer is entitled to adopt the resolution on early redemption of Exchange-traded bonds on the end
of j-th coupon date (j<6) previous to the coupon date, interest rate for which should be set after disclosure of information on results of Exchange-traded bonds issue by MICEX Stock Exchange and notification of Federal Executive body for equity market in order prescribed.
The announcement containing information on Issuer’s adoption of resolution on early redemption of Exchange-traded bonds should be published by the Issuer in form of "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" in the following way:
- - via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity
market for disclosure of information at equity market, within 1 (one) day after the date of adoption of resolution on early redemption of Exchange-traded bonds and no later then 14 (fourteen) days before the date of execution of early redemption of Exchange-traded bonds;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, within 2 (two) days after the date of adoption of resolution on early redemption of Exchange-traded bonds and no later then 14 (fourteen) days before the date of execution of early redemption of Exchange-traded bonds.
Among the other data, such announcement should include information on the price of early
redemption along with terms and procedure of early redemption of Exchange-traded bonds by the Issuer. Text of enouncement of information, which may exert substantial influence upon price of Joint-Stock
company securities, should be available via Internet page during the whole period of Exchange-traded bonds circulation.
The Issuer should inform Stock Exchange on adopted resolution within 2 (two) working days after the
date of adoption of corresponding resolution. No later then 14 (fourteen) days before expiration of coupon date of early redemption of Exchange-
traded bonds at discretion of the Issuer, the latter should send the notification on adoption of resolution on early redemption of issued Exchange-traded bonds on expiration of the current coupon date, to NDC (National Dispatch Center).
h) Information on the start of placement of issued Exchange-traded bonds should be disclosed in form
of announcement in the following way:
• - no later then 5 (five) days before the start of securities placement, the Issuer should publish the announcement via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market;
• no later then 4 (four) days before the start of Exchange-traded bonds placement, the Issuer should publish corresponding announcement via Issuer’s Internet page located to the following address: http://www.aeroflot.ru
• At this, publication via Internet page should be done after the publication via news feed. The start of Exchange-traded bonds placement set by Issuer’s authorized Regulatory body, can be
changed by resolution of the same Issuer’s authorized body upon condition of compliance with requirements concerning procedure of disclosing information on alteration of the start of Exchange-traded bonds placement stated by existing legislation of Russian Federation, Resolution on securities issue and the Prospectus.
If the Issuer decides to change the start of securities placement already disclosed according to the
procedure stated above, the Issuer should publish a report on alteration of the start of securities placement via news feed and Internet page no later then 1 (one) day before commencement of such date.
i) Before the start of Exchange-traded bonds placement, the Issuer should adopt the resolution on
procedure of securities placement (“Placement of Exchange-traded bonds by holding the Tender for setting
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coupon rate” or “Placement of Exchange-traded bonds by collecting bonds purchase bids at fixed price and the rate of the first coupon”).
The announcement of Issuer’s adoption of resolution on procedure of securities placement should be published in form of "Report of information, which may exert substantial influence upon price of Joint-Stock company securities” in the following way:
- via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity market for disclosure of information at equity market, within 1 (one) day after the date of adoption of resolution on procedure of Exchange-traded bonds placement by Individual Executive body of the Issuer and no later then one day before the start of Exchange-traded bonds placement;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, within 2 (two) days after the date of adoption of resolution on procedure of Exchange-traded bonds placement by Individual Executive body of the Issuer and no later then one day before the start of Exchange-traded bonds placement.
At this, publication via Internet page should be done after publication via news feed. Text of announcement containing information which may exert substantial influence upon price of
Joint-Stock company securities should be available via Internet page during the whole period of Exchange-traded bonds circulation.
The Issuer should inform Stock Exchange about adopted resolutions within 1 (one) day after the date
of adoption of resolution on procedure of Exchange-traded bonds placement by Sole Executive body of the Issuer and no later then one day before the start of Exchange-traded bonds placement.
j) If the Issuer and/or the Underwriter and prospective buyers of Exchange-traded bonds are going to
make provisional contracts containing obligation to make principal contracts of disposal of placed securities with prospective buyers of Exchange-traded bonds or the Trader acting in their name in future, the Issuer should disclose the following information:
Information on terms of submission of offers to make Provisional contracts by prospective buyers of
Exchange-traded bonds The Issuer should disclose information on terms of submission of offers to make Provisional contract
in form of "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" in the following way:
- via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity market for disclosure of information at equity market, within 1 (one) day after the date when the resolution on setting the period of submission of offers to make Provisional contract is adopted by Issuer’s authorized Regulatory body;
via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, within 2 (two) days after the date when the resolution on setting the period of submission of offers to make Provisional contract is adopted by Issuer’s authorized Regulatory body.
Specified information should comprise form of prospective investor's offer to make Provisional
contract along with procedure and terms of such offers’ submission. The expiration date of submission of prospective investors’ offers to make Provisional contracts
preliminary fixed by the Issuer, can be changed by resolution of the Issuer later on. Such information should be disclosed in form of "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" via news feed of INTERFAX, Information Agency authorized by Federal Executive body for equity market for disclosure of information on the equity market.
Besides, specified information should be disclosed via Issuer’s Internet page located to the following address: http://www.aeroflot.ru, no later then one day after the date of disclosure of information on alteration of expiration date of submission of prospective investors’ offers to make Provisional contracts via news feeds.
Information on due date of submission of offers to make Provisional contract by prospective buyers of
Exchange-traded bonds
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The Issuer should disclose information on due date of submission of offers to make Provisional contract in form of "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" in the following way:
- - via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then the day next to due date of submission of offers to make Provisional contract;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, no later then the day next to due date of submission of offers to make Provisional contract.
Text of announcement containing information which may exert substantial influence upon price of
Joint-Stock company securities should be available via Internet page during the whole period of Exchange-traded bonds circulation.
k) If the Issuer adopts resolution on placement of Exchange-traded bonds at fixed price and the rate of
the first coupon, the Issuer should also adopt resolution on setting coupon rate of the first coupon date. Value of interest rate of the first coupon should be set by the Issuer no later then one day before the start of Exchange-traded bonds placement. Announcement of coupon rate set by the Issuer should be published in form of report on substantial facts named as “Information on charged and/or paid off profits on issuer’s securities” and "Information on terms of fulfillment of Issuer’s liabilities against owners of issuer’s securities" in the following way:
- via news feed on Interfax, Information Agency, no later then 1 (one) day after the date of setting coupon rate of the first coupon date by Sole Executive body of the Issuer and no later then one day before the start of Exchange-traded bonds placement;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, no later then 2 (one) days after the date of setting coupon rate of the first coupon date by Sole Executive body of the Issuer and no later then one day before the start of Exchange-traded bonds placement.
At this, publication via Internet page should be done after publication via news feed. The Issuer should inform the Stock Exchange about the rate of the first coupon no later then one day
before the start of Exchange-traded bonds placement. In case of Internet publication, text of announcement of substantial fact should be available on
Internet page within at least 6 months after expiration date of the period stated by Regulation on information disclosure; if Internet publication takes place after expiration of specified above term, the period of publication should be calculated from the date of Internet publication.
l) If the Issuer adopts resolution on placement of Exchange-traded bonds by holding the Tender for
setting interest rate of the first coupon, information on value of interest rate of the first coupon of Exchange-traded bonds set by authorized Regulatory body of the Issuer by results of the Tender, should be disclosed in form of announcement of substantial facts named as “Information on charged and/or paid off profits on issuer's securities” and "Information on terms of fulfillment of Issuer’s liabilities against owners of issuer’s securities”. Information should be disclosed within the following terms after the day of adoption of resolution on setting interest rate or procedure of evaluation of interest rate (rates) of the coupon (coupons):
- via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, within 1 (one) day;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, within 2 (two) days. In addition, announcement of the value of interest rate of the first coupon should be published by the
Underwriter using Exchange trading system by sending e-mail message to all Traders on the start of placement.
At this, publication via Internet page should be done after publication via news feed. In case of Internet publication, text of announcement of substantial fact should be available on
Internet page within at least 6 months after expiration date of the period stated by Regulation on information disclosure; if Internet publication takes place after expiration of specified above term, the period of publication should be calculated from the date of Internet publication.
In addition, announcement of the value of interest rate of the first coupon should be published by the Underwriter using Exchange trading system by sending e-mail message to all Traders on the start of placement.
m) Information on the start and the end of securities placement should be disclosed in the following
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order: 1) Information on the start of placement of issued Exchange-traded bonds should be disclosed in form
of report on substantial fact named as "Information on stages of procedure of securities issue" published via news feeds and Issuer’s Internet page by the Issuer. Report of commencement of placement of Exchange-traded bonds should be published within the following terms after the start of placement set by Resolution on securities issue:
- via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, within 1 (one) day after above mentioned date;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, within 2 (two) days after above mentioned date.
At this, publication via Internet page should be done after publication via news feed. In case of Internet publication, text of announcement of substantial fact should be available on
Internet page within at least 6 months after expiration date of the period stated by Regulation on information disclosure; if Internet publication takes place after expiration of specified above term, the period of publication should be calculated from the date of Internet publication.
2) Information on completion of placement of issued Exchange-traded bonds should be disclosed by the
Issuer by publishing the announcement of substantial fact named as "Information on stages of securities issue procedure" via news feeds and Issuer’s Internet page. Report of completion of placement of Exchange-traded bonds should be published within the following terms after the end of placement set by Resolution on securities issue:
- via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, within 1 (one) day after above mentioned date;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, within 2 (two) days after above mentioned date.
At this, publication via Internet page should be done after publication via news feed. In case of Internet publication, text of announcement of substantial fact should be available on
Internet page within at least 6 months after expiration date of the period stated by Regulation on information disclosure; if Internet publication takes place after expiration of specified above term, the period of publication should be calculated from the date of Internet publication.
n) No later then the next day after the end of Exchange-traded bonds placement, MICEX Stock
Exchange, CJSC should disclose information on results of issue of Exchange-traded bonds and notify Federal Executive body for equity market on such results in the order prescribed by the latter. Disclosed information and notification on results of the issue of Exchange-traded bonds should comprise the start and the end of Exchange-traded bonds placement, actual price (prices) of Exchange-traded bonds placement; face value, amount by face value and number of placed Exchange-traded bonds.
o) Information on fulfillment of Issuer’s obligations relating redemption/early redemption/partial early
redemption of face value of Exchange-traded bonds and/or repayment of dividends on them (including information on results of early redemption and number of bonds repaid early in case of early redemption under owners’ demand) should be disclosed by the Issuer in the order of disclosure of information on substantial facts according to regulations by Federal Executive body for equity market. Information should be disclosed by the Issuer within the following terms:
- via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 1 (one) day after the date of fulfillment of obligations relating redemption/early redemption/partial early redemption of face value of Exchange-traded bonds and/or repayment of dividends on them by the Issuer;
- via Internet page of the Issuer, located to the following address: http://www.aeroflot.ru, no later then 2 (two) days after the date of fulfillment of obligations relating redemption/early redemption/partial early redemption of face value of Exchange-traded bonds and/or repayment of dividends on them by the Issuer.
At this, publication on Internet page should be done after publication via news feed. In case of Internet publication, text of announcement of substantial fact should be available on
Internet page within at least 6 months after expiration date of the period set by requirements by Federal Executive body for equity market; if Internet publication takes place after expiration of specified above term, the period of publication should be calculated from the date of Internet publication.
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p) In case of default and/or technical default, the Issuer should disclose information on such event in form of announcement of substantial fact named as "Information on terms of fulfillment of Issuer’s liabilities against owners of issuer’s securities" according to Regulation on information disclosure. Information
should be disclosed by the Issuer within the following terms: - - via news feed of INTERFAX, information agency authorized by Federal executive body for equity
market for disclosure of information at equity market, no later then 1 (one) day after expiration date of the period of Issuer’s fulfillment of obligation of repayment of face value of Exchange-traded bonds and/or repayment of dividends on them;
- - via Internet page of the Issuer, located to the following address: http://www.aeroflot.ru, no later then 2 (two) days after expiration date of the period of Issuer’s fulfillment of obligation of repayment of face value of Exchange-traded bonds and/or repayment of dividends on them.
Such announcement should include: - - amount of non-fulfilled obligations; - - reason of non-fulfillment of obligations; - List of possible actions, which the owners of Exchange-traded bonds can undertake to settle their
claims. At this, publication on Internet page should be done after publication via news feed. In case of Internet publication, text of announcement of substantial fact should be available on
Internet page within at least 6 months after expiration date of the period prescribed by Regulation on information disclosure; if Internet publication takes place after expiration of specified above term, the period of publication should be calculated from the date of Internet publication.
q) Information on appointments and dismissals of other paying agents and/or Agents for purchasing
Exchange-traded bonds should be disclosed by the Issuer in the following way: - in news feed of INTERFAX, information agency authorized by Federal executive body for equity
market for disclosure of information at equity market, no later then 5 (five) days after the date of execution of such appointments or dismissals;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, within 5 (five) days after the date of execution of such appointments or dismissals.
Information on appointments or dismissals of paying agents and/or Agents for purchase of Exchange-
traded bonds should be published by the Issuer via Issuer’s Internet page after publication via news feed. r) Interest rate or the procedure of evaluation of coupon rates starting from the second coupon should
be set according to the order specified in point 9.3.1 of Resolution on securities issue on the date of setting rate of the i-th coupon (I = 2, …, 6) and in point 9.1.2 of the Prospectus.
Information on particular rate or procedure of evaluation of coupon rate should be disclosed by the Issuer in form of announcement of substantial facts in the following order:
- via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, within 1 (one) day after the date of setting the rate or procedure of evaluation of the rate of i-th coupon;
- via Issuer’s Internet page located to the following address: http://www.aeroflot.ru, within 2 (two) days after the date of setting the rate or procedure of evaluation of the rate of i-th coupon.
At this, publication on Internet page should be done after publication via news feed. In case of Internet publication, text of announcement of substantial fact should be available on
Internet page within at least 6 months after expiration date of the period stated by Regulation on information disclosure; if Internet publication takes place after expiration of specified above term, the period of publication should be calculated from the date of Internet publication.
If the Issuer adopts resolution on fixing rates or procedure of evaluation of coupon rates in form of
formula comprising the variables which value cannot be changed at discretion of the Issuer, based on coupon dates starting from the second and up to n-th coupon date (n=2,3,…,6), the Issuer should inform Stock Exchange on adopted resolutions including fixed rates or the procedure of evaluation of the rates no later then 1 (one) day before the start of Exchange-traded bonds placement.
If resolution on fixing particular rate or procedure of evaluation of coupon rate is adopted by the Issuer after disclosure of information on results of Exchange-traded bonds issue by MICEX Stock Exchange and notification of Federal Executive body for equity market on such results in the order prescribed by the latter, the Issuer should inform Stock Exchange on fixed rate or procedure of evaluation of coupon rate no
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later then 5 (five) working days before the end of i-th coupon date (i.e. the period of setting interest rate or procedure of evaluation of the rate by i-th and following coupons).
s) If the Issuer adopts resolution on purchasing Exchange-traded bonds under the agreement
with their owner (owners), including under public irrevocable offers, notification on corresponding resolution should ne disclosed in form of announcement of information, which may exert substantial influence upon price of Joint-Stock company securities, within the following terms:
- via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, within 1 (one) day and
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, within 2 (two) days after the date of compilation of minutes of Issuer's authorized Regulatory body meeting where
resolution on purchase of Exchange-traded bonds is adopted and no later then 14 (fourteen) days before the start of Exchange-traded bonds purchase. Such announcement should include following information:
- date of adoption of resolution on purchase (redemption) of Exchange-traded bonds of the issue; - Series and form of Exchange-traded bonds, identification number and date of admission of
Exchange-traded bonds to trading at Stock Exchange during placement; - - number of Exchange-traded bonds to be purchased; - the term during which holder of Exchange-traded bonds can transfer written letter of intent to sell
certain amount of Exchange-traded bonds to the Issuer under conditions set by Issuer’s resolution on purchasing Exchange-traded bonds and specified in published announcement of purchasing Exchange-traded bonds, to the agent of the Issuer.
- the start of purchasing issued Exchange-traded bonds by the Issuer; - the end of purchasing issued Exchange-traded bonds by the Issuer; - purchase price of issued Exchange-traded bonds or procedure of its evaluation; - procedure of purchasing issued Exchange-traded bonds; - mode and terms of payment; - name of the agent authorized by the Issuer for purchase (redemption) of Exchange-traded bonds, its
place of location, information on bank details of its licence of professional participant of equity market. At this, publication on Internet page should be done after publication via news feed. Text of announcement containing information which may exert substantial influence upon price of
Joint-Stock company securities should be available via Internet page during the whole period of Exchange-traded bonds circulation.
t) Information on results of Issuer’s purchase of Exchange-traded bonds including information on
amount of purchased bonds should be disclosed in order of disclosing information on substantial facts according to regulations by Federal Executive body for equity market. Information should be disclosed by the Issuer within the following terms:
• via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, within 1 (one) day after expiration of the term fixed for Exchange-traded bonds purchase;
• via Issuer’s Internet page located to the following address: http://www.aeroflot.ru, within 2 (two) days after expiration of fixed term of Exchange-traded bonds purchase.
At this, publication on Internet page should be done after publication via news feed. In case of Internet publication, text of announcement of substantial fact should be available on
Internet page within at least 6 months after expiration date of the period stated by Regulation on information disclosure; if Internet publication takes place after expiration of specified above term, the period of publication should be calculated from the date of Internet publication.
u) Disclosure of information on possibility of early redemption on the owner’s demand: 1) After the Issuer receives notification on adoption of resolution on delisting shares of all categories
and kinds and/or all bonds of the Issuer admitted to trading at all Stock Exchanges (except of delisting of bonds because of expiration of their circulation or redemption period) and on accrual of rights of Exchange-traded bonds owners to request early redemption of the bonds (if the shares of all categories and kinds and/or all bonds of the Issuer are delisted at all Stock Exchanges admitting Exchange-traded bonds to trading, except of delisting bonds because of expiration of their circulation or redemption period) from the Stock
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Exchange admitting the bonds to trading, corresponding announcement should be published by the Issuer in form of "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" within the following terms after the date of Issuer’s receipt of above mentioned notification from the Stock Exchange:
• - via news feed of INTERFAX, information agency authorized by Federal executive body for equity
market for disclosure of information at equity market, within 1 (one) day after above mentioned date;
• via Issuer’s Internet page located to the following address: http://www.aeroflot.ru, within 2 (two) days after above mentioned date.
Specified announcement should contain conditions of early redemption (including the price of early
redemption). Text of announcement containing information which may exert substantial influence upon price of
Joint-Stock company securities should be available via Internet page during the whole period of Exchange-traded bonds circulation.
In addition, the Issuer should sent an announcement of receipt of Stock Exchange’s notification on
adoption of resolution on delisting shares of the Issuer of all categories and kinds and/or all bonds of the Issuer at all Stock Exchanges admitting Exchange-traded bonds to trading (excluding delisting of bonds because of expiration of their circulation or redemption period) and the fact that the Issuer accepts Requirements of early redemption of Exchange-traded bonds (if the shares of all categories and kinds and/or all bonds of the Issuer are delisted at all Stock Exchanges admitting Exchange-traded bonds to trading, except of delisting of bonds because of expiration of their circulation or redemption period) to National Dispatch Center.
2) If Exchange-traded bonds are entered into Quotation list B, their owners are entitled to request early
redemption of such Exchange-traded bonds in case of delisting of those bonds at all Stock Exchanges that entered such bonds in their Quotation lists.
Announcement of Issuer’s receipt of Stock Exchange’s notification on adoption of resolution on delisting of Exchange-traded bonds (in case the Exchange-traded bonds of the Issuer are not entered into Quotation lists of the other Stock Exchanges) and on early redemption of Exchange-traded bonds, should be published by the Issuer on form of “Report of information, which may exert substantial influence upon price of Joint-Stock company securities”, within the following terms after the date of Issuer’s receipt of above mentioned notification:
• - via news feed of INTERFAX, information agency authorized by Federal executive body for equity
market for disclosure of information at equity market, within 1 (one) day after above mentioned date;
• via Issuer’s Internet page located to the following address: http://www.aeroflot.ru, within 2 (two) days after above mentioned date.
In addition, the Issuer should notify National Dispatch Center on receipt of Stock Exchange’s
notification on adoption of resolution to delist Exchange-traded bonds (if Exchange-traded bonds are not entered into Quotation list of the other Stock Exchanges), and also prove the fact that the Issuer accepts Requirements of early redemption of Exchange-traded bonds and communicate the date of early redemption of Exchange-traded bonds.
Text of announcement containing information which may exert substantial influence upon price of
Joint-Stock company securities should be available via Internet page during the whole period of Exchange-traded bonds circulation.
v) The Issuer undertakes to disclose information on its activities in form of quarterly statements, announcements on substantial facts and also in form of reports of information, which may exert substantial influence upon price of Issuer’s securities, following requirements to completeness and procedure stated by regulations by Federal Executive body for equity market.
w) If within the term of placement the Issuer receives written demand (order, decision) on temporary
suspension of placement from state authority or the Stock Exchange admitting Exchange-traded bonds for
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placement, the Issuer should suspend placement of Exchange-traded bonds and publish Report on suspension of Exchange-traded bonds placement.
Report on suspension of Exchange-traded bonds placement should be published by the Issuer within the following terms after the date of Issuer’s receipt of written demand (order, decision) of authorized body/person on temporary suspension of Exchange-traded bonds placement by post, fax, e-mail, courier delivery against receipt:
• - via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 1 (one) day after specified date;
• via Issuer’s Internet page located to the following address: http://www.aeroflot.ru, within 2 (two) days after above mentioned date.
If placement of Exchange-traded bonds is suspended because of resolution on temporary suspension of
securities issue adopted by authorized body, information on suspension of securities placement should be disclosed by the Issuer in form of announcement of substantial fact named as "Information on suspension and resumption of securities issue" in order and form provided by regulations by Federal Executive body for equity market.
Suspension of securities placement is not allowed before publishing announcement of suspension of
securities placement via news feed and Internet page. x) After receipt of written notification (decision, resolution) of authorized body/person on granting
permission to resume securities placement (because of termination of reasons for suspension of securities placement) during the term of securities placement, the Issuer should publish announcement of resume of securities placement.
Report on suspension of Exchange-traded bonds placement should be published by the Issuer within the following terms after the date of Issuer’s receipt of authorized body/person’s written notification on resume of securities placement (termination of reasons for suspension of securities placement) by post, fax, e-mail, courier delivery against receipt:
• - via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 1 (one) day after specified date;
• via Issuer’s Internet page located to the following address: http://www.aeroflot.ru, no later then 2 (two) days after above mentioned date.
If placement of securities is resumed because of resolution on resume of securities issue adopted by
authorized body, information on resume of securities placement should be disclosed by the Issuer in form of announcement of substantial fact under the title of "Information on suspension and resumption of securities issue" in order and form provided by regulations by Federal Executive body for equity market.
Resume of securities placement is not allowed before publishing announcement of suspension of
securities placement via news feed and Internet page. y) In case of alteration of Resolution on Exchange-traded bonds issue and (or) the Prospectus before
the start of Exchange-traded bonds placement, the Issuer should disclose information on such fact on order and within the terms stated for disclosure of information on admission of Exchange-traded bonds to trading during their placement at the Stock Exchange.
The Issuer should provide interested person with copies of Resolution on securities issue and the
Prospectus. Amount of possible payment collected for provision of copies of Resolution on securities issue and the
Prospectus, should not exceed expenses for producing such copies. If the Issuer has to disclose information in form of quarterly statement and announcements on substantial
facts (events, actions) concerning Issuer’s financial and business activities, such circumstance should be mentioned hereunder: There is no such obligation.
If some persons accrue pre-emption right for purchasing placed securities while placing securities by subscription by Joint-Stock company, procedure of disclosing information on results of exercising such pre-emption right by the Issuer should be specified hereunder: Pre-emption right to purchase securities of the issue is not provided.
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III. Basic information on financial and economic state of the Issuer
3.1. Financial and economic performance data According to point 3.13 of “Regulation on disclosure of information by issuers of equity securities”
(Order No. 06-117/пз-н of FFMS (Federal Financial Markets Service) of Russia of 10.10.2006), performance data are not provided.
3.2. Market capitalization of the Issuer According to point 3.13 of “Regulation on disclosure of information by issuers of equity securities”
(Order No. 06-117/пз-н of FFMS (Federal Financial Markets Service) of Russia of 10.10.2006), information is not provided.
3.3. Obligations of the Issuer
3.3.1. Accounts payable According to point 3.13 of “Regulation on disclosure of information by issuers of equity securities”
(Order No. 06-117/пз-н of FFMS (Federal Financial Markets Service) of Russia of 10.10.2006), information is not provided.
3.3.2. Credit history of the Issuer According to point 3.13 of “Regulation on disclosure of information by issuers of equity securities”
(Order No. 06-117/пз-н of FFMS (Federal Financial Markets Service) of Russia of 10.10.2006), information is not provided.
3.3.3. Obligations of the Issuer regarding security provided for the third parties According to point 3.13 of “Regulation on disclosure of information by issuers of equity securities”
(Order No. 06-117/пз-н of FFMS (Federal Financial Markets Service) of Russia of 10.10.2006), information is not provided.
3.3.4. Other obligations of the Issuer According to point 3.13 of “Regulation on disclosure of information by issuers of equity securities”
(Order No. 06-117/пз-н of FFMS (Federal Financial Markets Service) of Russia of 10.10.2006), information is not provided.
3.4. Objects of issue and directions concerning application of funds acquired as result of equity securities placement
Funds acquired by bonds issue will be used for general corporate purposes.
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3.5. Risks regarding purchase of placed equity securities Detailed analysis of risks factors connected with purchase of placed equity securities is described below,
including the following risks: Industry risks; Country and regional risks; Financial risks; Legal risks; Risks connected with activities of the Issuer. Detailed analysis of bank risks factors connected with purchase of placed equity securities should be
specified by the issuers being credit organizations. Issuer’s policy of risk management Issuer’s policy of risk management comprises the following measures: - well-timed detection of risks; - estimating risk materiality and taking timely measures to minimize possible negative effects. The Issuer should take into account either inner or outer factors regarding economic and political
situation, state of affairs at capitals and labor markets, and other risks which character and level are out of direct control of the Issuer. The Issuer should reveal risks which it is able to minimize. The Issuer considers several risks as negligible, but admits their possible becoming influential in future.
At commencement of risks described in subpoints of point 3.5 of the present Prospectus, the Issuer should undertake all reasonable measures to eliminate such risks or carry out measures aimed to reduce possible negative effects related with commencement of events described below in case of impossibility to eliminate the risks.
3.5.1. Industry risks Influence of possible deterioration of situation in Issuer’s sector on its activities and performance of
obligations under securities. Major changes in the sector, possible in the Issuer’s opinion (separately for internal and external market), and projected Issuer's actions in such situation should be described hereunder.
The Issuer is large Russian company and aircrafts operator, rendering domestic and international aviation passenger and cargo cervices. Thereby, either general financial and business or specific industry risks affect company’s performance. The Issuer continues to be the leading air carrier of the Russia and one of the best carriers of the world, thus competition risk becoming apparent only in case of western carriers, is not substantial in our opinion.
Major industry risks regarding air transportation, comprise the following: 1. State and internal industry control of aviation sector imposing constrains on activities of the airlines.
Performance of aviation industries is regulated by legislative acts, which besides of Russian acts comprise international agreements as well, thus influencing efficiency of the Issuer in negative way because of constraining character of some legal norms.
2. Seasonal character of demand for air transportation. This factor affects all airlines of the world equally, including the Issuer as well. The Issuer is able to level this factor to certain extent by adapting rout structure to seasonal market variations. Besides, influence of this factor could be compensated by flexible seasonal tariff policy maximizing profits.
The Issuer adapts its rout network to seasonal variations of the market as much as possible, and follows flexible tariff policy.
3. Because of global interstate character of airline activities and special vulnerability of air transportation, risk of international conflicts should be mentioned specially. This risk is defined by possible decrease of traffic because of terrorism or its threats. Through, this risk presents itself either for international or domestic routs.
4. Characteristic risk of aviation sector is high strike activity, generally in case of international transportation, taking place at airlines, airports and servicing companies and causing failures of Airline's operation.
Risk factors are minimal as the Issuer pursue active social policy, and terms and conditions of industry tariff agreement and collective agreements concluded between the administration and employees are followed.
5. As aviation sector is consumer market oriented, macroeconomic factors, and first of all living standard of population and degree of business activity inside the country, have major influence on the sector.
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In this sense, industry risks of the Issuer are connected with possibility of crucial change of macroeconomic situation in Russia from growth to stagnation or even recession.
Major industry risks are still decrease of passenger traffic and decline of production volumes and proceeds from rendering air transportation services.
To minimize risk of passenger traffic fall-off, the Company offers beneficial tariffs for different regions of the country, drawing passengers by high standard of service at attractive prices, undertakes all actions possible to optimize routs network to keep up and even increase achieved passenger load factor and implements reduction of internal expenses, thus decreasing effect of aforesaid risk on fulfilling obligations under securities.
Actions to be undertaken by the Issuer in case of occurrence of aforementioned risks: In order to overcome the problems concerning financial and business activities of the Company, airline
anti-crisis program have been developed, which main directions are as follows: - improving efficiency of aviation fuel consumption; - optimization of working schedules and improvement of labor productivity of flight personnel and
flight attendants; - downsizing of passenger servicing on board; - technological advancement of ground maintenance; - optimization of routs’ network; - downsizing of technical maintenance of aircrafts; - reduction of administration expenses; - implementation of revenue management system; - improvement of commercial activities efficiency. Risks connected with possible change of prices of feedstock, services employed by the Issuer (separately
for internal and external markets), and corresponding effects on Issuer's activities and performance of obligations under securities.
Expenses on aviation fuel comprise major part of operational costs of the Issuer. Thus, the Issuer is subject to risk of change of prices of aviation kerosene and other fuels and lubricants, which level depends upon state of world energy markets (external market) and also terms and conditions of agreements with suppliers (internal and external markets).
To reduce influence if such risks, the Company carries out renovation of aircraft fleet and also employs technologies of fuel economy during flight and bank options. It is necessary to point out, that the company can hedge only 15% of total amount of fuel purchased abroad. Presently, prices are formed by open tenders for fuel and lubricants purchase on the territory of Russian Federation including Sheremetyevo, as the basic airport.
Risks connected with possible change of prices for products and/or services of the Issuer (separately for
internal and external markets), and corresponding effects on Issuer's activities and performance of obligations under securities.
Prices for Issuer’s services either at internal or external markets, are set by the Issuer, and there is no any strict tariff regulation. Risk of fall-off of prices for Issuer’s services is estimated as insignificant.
3.5.2. Country and regional risks Risks connected with political and economic situation in the country (countries) and the region where the
Issuer is registered as tax payer and/or carries out its main activity upon condition that such main activity performed by the Issuer in such country (region) gives at least 10% of profits for the last completed reporting period previous to the date of approval of the Prospectus.
The Issuer is registered in the city of Moscow, and carries out its main activity on the territory of Russian Federation.
Moscow and Moscow district are characterized by high level of personal income, high level of business and travel activity. Considerable amount of transit passenger traffic comes through Moscow and Moscow district. The Issuer carries out its own flights to 97 points of 46 countries (including 28 points located in Russia). The company has 6 branches in Russia located in St. Petersburg, Sochi, Magadan, Krasnoyarsk, Kaliningrad and Vladivostok. Priority is given to development of internal market, first of all, to presence in Siberia and Far East region. Taking into account that Issuer’s activity is widely diversified over the territory of the Russian Federation, risks of political and economic kind are related with general alteration of macroeconomic and political situation in Russia. There are no other countries on which territory Airline
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earns more then 10% of its profits. No circumstances which appearance is possible in other countries and regions of operation (including acts of irresistible nature or force-majeure) can substantially influence activity of the Company.
Main factors of political risks either in Moscow or in Russian Federation as whole are as follows: - imperfection of regulatory framework regulating economic relationships; - insufficient efficiency of judicial system; - instability of authority of constituent entities of the Russian Federation; - substantial alterations of immigration policy and legislation on tourism. Also, Issuer’s activity is subject to the following macroeconomic risks: - slowdown or termination of economic advance; - inflation; - recession of national currency value; - alteration of taxation system. Actions the Issuer is suppose to undertake in case its activities are affected negatively because of change
of situation in the country (countries) and the region, should be described hereunder. Majority of risks of economic, political and legal kind, mentioned in the present sections, are out of
direct control of the Issuer because of their global scale. However, in case of substantial political instability either in the country or separate regions, which can negatively influence activity and profits of the Issuer, the latter should undertake series of antichrists management measures to reduce possibility of negative influence of political situation in the country and separate regions on Issuer's activities to maximal extent. High degree of air transportation market diversification is the factor that provides stability of Issuer's operation.
Risks relating military conflicts, imposition of the state of emergency and strikes in the country (countries) and the region where the Issuer is registered as the tax payer and/or carries out its main activities should be described hereunder.
Risks relating possible military conflicts, imposition of emergency state and strikes in the country (countries) and the region where the Issuer is registered as the tax payer and/or carries out its main activities are minimal according to Issuer's estimations.
Risks relating geographic features of the country (countries) and the region where the Issuer is registered as the tax payer and/or carries out its main activities including increased danger of natural disasters, possible suspension of transportation because of remoteness and/or difficulties of access, etc. should be described hereunder.
Risks relating geographic features of the countries and the regions where the Company is registered and/or carries out its main activities are moderate.
3.5.3. Financial risks Issuer’s subjection to risks relating alteration of interest rates, foreign currency exchange rates in the
context of Issuer’s activities or hedging, undertaken by the Issuer to reduce negative consequences of above mentioned risks’ influence, should be described hereunder.
Debt portfolio of Aeroflot, OJSC comprises of long-term and short-term holdings. Part of long-term loans comprises of leasing contracts, which interest rate of servicing is based on the rates of LIBOR interbank loans. Increase of interest rates may cause rise in price of Aeroflot, OJSC loan servicing. Degree of holdings with fixed rate is regulated by the company subject to dynamics of interbank interest rates; such method allows implementing natural hedging and reducing the risk of interest rates’ increase in case of rise of interbank rates.
Subjection of financial condition of the Issuer, its liquidity, sources of financing, performance results, etc. to alteration of currency exchange rates (currency risks), should be described hereunder.
Presently, foreign exchange position of Aeroflot, OJSC (ratio of assets to liabilities in foreign currency) is closed. Basic position is EUR – RUR, which is acceptable for the airline taking into account present dynamics of currency exchange rates, and do not cause additional losses of the Company. Basic currency of settlements is RUR (Russian ruble). Actually, rubles take more then 50% of profits as ticket sales on the territory of Russian Federation depend upon exchange rate of EURO, which is reconsidered on weekly basis. Thus, negative effect of ruble depression is reduced considerably in case of Aeroflot.
Passenger and cargo transportations on the territory of Russian Federation are carried out through the agents who are participants of settlements via clearing systems of air transportation (BSP, Billing and Settlement Plan, and TCH, Transportation Clearing House) and direct agents of the company. Individual
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agents abroad are subject to control by clearing centers (BSP/ARC), and direct agents of Aeroflot, OJSC are controlled by company’s representative offices.
Actions the Issuer is suppose to undertake in case of negative influence of currency exchange and interest rates alterations on Issuer’s activities
Management of credit risk is carried out in compliance with internal regulations (technologies, methods and instructions) of the airline. Principles of limitation and monitoring of credit risk are implemented by using technique of estimation of contracting banks financial state criteria and rating methods of setting limits and constraints for different groups of contractors.
Hereunder, it should be described how inflation may influence redemption of securities; also, inflation values critical in issuer’s opinion and supposed actions of the issuer aimed to reduce above mentioned risk should be described here.
Increase of inflation may cause rise in expenses of the Airline (because of increase in prices for energy resources, materials and compensation of employees), and consequently, lead to decrease of profits of the Issuer and deterioration of profitability of Issuer’s activities.
Value of inflation, critical in Issuer’s opinion, threatening its business activities to considerable extent, is much higher then the value of inflation predicted by the Government of Russian Federation. According to Issuer's estimations, critical value of inflation is equal to 30% per annum.
Hereunder it should be described which indicators of Issuer’s financial statements are more subjective to
alteration under the influence of above mentioned financial risks. Among the others, the risks, probabilities of their occurrence and pattern of statements change should be described hereunder.
Increase of inflation may cause rise in expenses of the Airline because of increase of prices for raw materials and energy resources, and consequently, lead to reduction of profits of the Issuer. Also, inflation makes charged, but not executed payments under securities losing its purchase power.
As majority of tariffs for air transportations are set in standard units pegged to foreign currency exchange rates, inflation effect inside Russia on financial state of the Company is estimated as moderate.
Indicators of Issuer’s financial statements most liable to alteration resulting from possible negative influence of specified financial risks.
Risks Risk probability Pattern of change in statements
Increase of tariffs of fuel and lubricants, airport charges, and payment for navigation
Mean Increase of operational expenses (line 100 Ф.2 of accounts statements)
Increase of taxation Increase of operational expenses
Mean High
Decrease of net profit (line 190 Ф.2 of accounts statements)
Increase of operational expenses Decrease of income per one passenger per km (for example, decrease of carriage tariffs) -{}- Decrease of other profits Increase of other expenses
High Mean Mean Mean
Decrease of profit (increase of losses) before taxation (line 140 Ф.2 of accounts statements)
Increase of operational expenses Decrease of income per one passenger per km (for example, decrease of carriage tariffs)
High Mean
Decrease of profit (increase of losses) of ordinary activities (line 160 Ф.2 of accounts statements)
3.5.4. Legal risks Legal risks connected with Issuer’s activities (separated for internal and external markets) should be
described hereunder, including the following risks connected with: Legal risks comprise cardinal alterations of Russian and International legal control of air
transportation activities, tax and foreign currency legislations, and also requirements for licensing.
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Presently, work on alteration of several international conventions regulating air carriers’ activities is going on, and Russian legislation is under continuous alteration as well.
Presently, work on modernization of International Rome convention regulating obligations of air carrier against the third parties is going on, and development of Federal legislation “On compulsory insurance of the civil liability of air carrier for infliction of passenger’s injury” is going on as well.
The Issuer should carry out its financial and business activities in strict compliance with existing legislation, thus, there are no considerable legal risks relating Issuer’s activities.
Alteration of currency exchange regulation As policy of Central Bank of Russian Federation and the Government of Russia is aimed to
liberalization of currency exchange regulation, and the same tendency is contemplated in other countries if CIS, thus the risks connected with alteration of currency exchange regulation are minimal in case of airlines at the present moment.
Alteration of Tax legislation Risks related with alteration of Tax legislation are in the similar situation; recently the tendency of
decreasing rates of major taxes is outlined. Starting from January 1, 2009 alterations of article 284, Chapter 25 of the Tax Code of Russian
Federation, named as “Profit tax", made by Federal law No. 224-ФЗ "On introducing alterations of part I, part II of the Tax Code of Russian Federation and separate regulations of Russian Federation” of November 26, 2008 and Federal law No. 224-ФЗ "On introducing alterations of article 284 of Part II of the Tax Code of Russian Federation" of November 26, 2008 come into effect. Since January 1, 2009, profit tax rate was reduced from 24 to 20 percent including reduction of payments to the Federal budget from 6,5% to 2% and increase of payments to the budget of constituent territory of the Russian Federation from 17,5% to 18%.
Alteration of rules of customs control and customs duties As Aeroflot, OJSC have to use different types of products/services by foreign origin (inclusive of
aircrafts manufactured abroad), hardening of customs control rules and increase of customs duties may considerably increase risks of Aeroflot, OJSC, i.e. to affect of possibility either to use above mentioned products/services or to deliver them timely.
However, presently negative consequences of customs rules and import duties alteration are not expected.
Alteration of requirements for licensing either main activities of the Issuer or powers to use facilities of limited turnover (including natural resources)
Risks relating alteration of requirements for licensing main activities of the Issuer may cause negative consequences only to moderate extent, as the Issuer has all necessary capital assets and equipment, and operates in compliance with norms of existing legislation of Russia.
As the Issuer always monitors alterations made to existing legislation and takes them into account during operation, thus risks relating alteration of requirements for licensing are estimated as minimal, and in case such alterations come into effect, the Issuer should undertake all necessary actions to eliminate possible discrepancies. Thus, possibility of alteration of requirements for licensing main activities of the Issuer is considered as negligible.
Alteration of court practice concerning problems relating Issuer’s activities (including licensing), which may negatively affect results of Issuer's operations and results of current judicial proceedings the Issuer participate in.
Risks relating alteration of court practice concerning problems relating Issuer’s activities, which may affect results of Issuer’s activities in negative way, are minimal as such practice has already been developed.
3.5.5. Risks connected with activities of the Issuer Risks featured only by the Issuer should be described hereunder, including the risks connected with: Current juridical proceedings the Issuer participates in Presently, Aeroflot, OJSC stands as respondent to the following cases: - payment of damages related with non-fulfillment or undue fulfillment of obligations on
transportation of passengers, luggage or cargo; - payment of damages related failure of Aeroflot, OJSC to fulfill its contractual obligations; - labor disputes. Accordingly, majority of risks of juridical proceedings are either financial risks or risks of property
seizure.
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Impossibility to extend Issuer’s licence for either particular kind of operation or using facilities of limited turnover (including natural resources)
The Issuer plans to assume all necessary measures to extend existing licenses and undertake all necessary measures to obtain new licenses in case the Issuer decides to expand licensable kids of operations.
Probable liability of the Issuer for debts of the third parties including affiliated companies of the Issuer: Such liability may arise in cases stated by the law and also if such liability is provided by the
agreements concluded between Aeroflot, OJSC and the third parties. Concerning liability for debts of affiliated companies of Aeroflot, OJSC the Company is acting as guarantor under leasing agreement concluded between BC McDonneLL Douglas MD-11 and Aeroflot-Cargo, CJSC at present. By the end of the year of 2009, amount of debts of Aeroflot-Cargo, CJSC against Boeing Capital Leasing Limited is USD 5,938,855.31 (Five million nine hundred thirty five thousand eight hundred fifty five US dollars and 31 cent).
Possibility of losing the customers, which turnover with the Issuer is no less then 10 percent of total proceeds from sales of Issuer's products (works, services):
Risk relating lost of the customers, which turnover with the Issuer is no less then 10 percent of total proceeds from sales of Issuer's products (works, services), is estimated as negligible.
Technical risks: Technical risk factors of the Issuer comprise usage of facilities of increased danger (i.e. aviation
equipment) for main activities. To minimize technical risk factors, the Issuer exerts major efforts to renovate aircraft fleet. The Issuer pays major attention to flights safety. There is regular department (Inspection for flights safety) in company’s structure. Risks relating loss/damage of aircrafts and civil liability of the Issuer against passengers and third parties during transportation are insured in compliance with requirements of Russian and International legislation.
Social risks: Risk factors are minimal as the Issuer pursue active social policy, and terms and conditions of industry
tariff agreement and collective agreements concluded between the administration and employees are followed.
Environmental risks: The risks are minimal as in Russian Federation passenger and cargo transportation activities are
controlled and licensed by the government. Seasonal nature of activities: Seasonal nature of airline activities is caused by dependence of number of flights of prospective
passengers on time of year. Aeroflot adapts its rout network to seasonal variations of the market as much as possible, and follows flexible tariff policy.
3.5.6. Bank risks The Issuer is not credit organization.
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IV. Detailed information about the Issuer
4.1. History of foundation and development of the Issuer
4.1.1. Corporate name of the Issuer Full corporate name of the Issuer: In Russian: открытое акционерное общество «Аэрофлот – российские авиалинии» In English: Joint Stock Company «Aeroflot- Russian Airlines» Short corporate name of the Issuer: In Russian: ОАО «Аэрофлот» In English: JSC «Aeroflot» If full or short corporate name of the Issuer (or name of non-profit organization) is similar with other legal
entity’s name, the name of such entity should be mentioned hereunder along with comments necessary to avoid confusion: Full and short corporate names of the Issuer are not similar with the names of any other legal entity.
If corporate name of the Issuer (or name of non-profit organization) is registered as trade mark or service mark, corresponding information on such mark’s registration should be specified hereunder:
In Russian: «Аэрофлот – российские авиалинии» Trade mark was entered into State Register of trade marks and service marks of the Russian Federation of September 5, 2005, registration expires after January 19, 2015.
In English: «Aeroflot- Russian Airlines» Trade mark was entered into State Register of trade marks and
service marks of the Russian Federation of September 5, 2005, registration expires after January 19, 2015. If corporate name of the Issuer (or name of non-profit organization) was changed during the period of its
existence, previous full and short corporate names and form of legal entity's incorporation should be specified hereunder along with date and reasons of subsequent change:
Up to July 20, 2000: Full corporate name: Aeroflot - Russian International Airlines, Open Joint-Stock Company Short corporate name: Aeroflot, OJSC Date of name change: 21.06.1994 Reasons for name change: Resolution of General meeting of shareholders of June 24, 2000, Minutes
No. 5 of June 24, 2000.
4.1.2. Information on Issuer’s state registration In case of legal entities registered before July 1, 2002, following information should be specified: State registration number of the legal entity: 032.175 Date of registration: 21.06.1994 Name of authority undertaking state registration: Moscow Registration Chamber, Government institution Main state registration number of the legal entity: 1027700092661 Date of registration: 02.08.2002 Name of registering authority according to information specified in Certificate of record in the Uniform
State Register of Legal Entities registered before July 1, 2002. Directorate of the Ministry of Taxes and Levies of Russia for Moscow City
4.1.3. Information on Issuer’s foundation and development Duration of Issuer from the date of its state registration 15 years and 6 months
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Expiration date of Issuer's duration: The Issuer is founded for indefinite term. Short description of history of Issuer’s foundation and development should be specified hereunder: Aeroflot – Russian International Airlines, Open Joint-Stock Company, was founded according to the
following governmental regulations, “On measures on organization of international air services of Russian Federation” No. 527 of July 28, 1992, “On Aeroflot – Russian International Airlines, Joint-Stock Company” No. 267 of April 1, 1993 and “On confirmation of foundation of Aeroflot – Russian International Airlines, Joint-Stock Company” No. 314 of April 12, 1994.
The company is legal successor of the following reorganized enterprises: Aeroflot - Soviet Airlines, Production and commercial association; Civil Aviation Department for International Air Services; Civil Aviation International Commercial Department; Sheremetyevo Aviation Maintenance enterprise; Civil Aviation Center for International settlements; Russia, Interregional agency of International Air Services within the limits set during reorganization including against the rights and liabilities provided by either existing intergovernmental agreements on air services for foreign countries concluded by the Russian Federation and former USSR, or by the contracts and agreements between Aeroflot and foreign airlines, companies and organizations of civil aviation sector. Founder of Aeroflot, OJSC is the Russian Federation represented by the Federal Agency for state property management.
Resolution on renaming of the Company was adopted by the General meeting of shareholders on June 24, 2000. Current name was introduced on July 20, 2000 onwards. Aeroflot - Russian Airlines, Open Joint-Stock Company Short name: Aeroflot, OJSC
Aeroflot is one of the major airlines of the Russia and CIS. In 2008, Aeroflot transported 9,3 million
passengers on its own and 11,6 million passengers taking into account affiliated companies’ contribution. Passenger turnover of Aeroflot is about one forth of total passenger turnover of Russian air service.
Aeroflot is one of the oldest airlines of the world. On February 9, 2008 Aeroflot along with Russian Civil Aviation celebrated its 85th jubilee.
Aeroflot is participant of SkyTeam, global alliance of airlines. Joint rout network of the alliance comprises 905 destination points located in 169 countries, thus providing nearly unlimited opportunities to choose travel destinations for the passengers of the airlines participating in the alliance.
The company is based in Moscow, on the territory of Sheremetyevo, International airport. In 2009, in-house air terminal of Sheremetyevo-3 Airline was opened. The terminal is used to serve all flights of Aeroflot and its partners via SkyTeam alliance.
Aeroflot strategy implies creation of airline of international grade aimed to attain the highest international standards. Aeroflot, OJSC was entered into List of strategic enterprises and strategic joint-stock companies by the Decree of the President of the Russian Federation of August 4, 2004. Aeroflot have proved its status as a leader. Aeroflot was included into Top-five of European airlines rating of quality of services. Aeroflot is the backbone enterprise setting the tone of development of the whole domestic air industries. The Company carries our one fourth of passenger transportation of the whole domestic aviation sector. Aeroflot is dependable corporate citizen keeping up to long-standing and lasting traditions of social responsibility.
In 2008 Aeroflot confirmed its rank of the flagship of Russian aviation entirely by considerable increase on amount of its activities.
Aeroflot strategic goal is development of world-class company. According to the strategy, development of the Company is aimed to formation of firm grounds for long-term future growth, increase of competitiveness under conditions of rising market and intensification of competitiveness.
The Issuer successively implements the strategy of network company development. Priority-driven development of domestic market feeding international transportation is considered as strategic direction of Company’s development. Abovementioned and other strategically important points are specified in the program of rout network development for the period up to 2016, devised last year. Primary efforts were directed to development of Russian and European markets, elaboration and implementation of wave timetable as main element of full-fledged hub. New routs were opened; frequencies of flights for different routs were increased including flights inside Russia, to Europe, America and Asia. Representative offices of Aeroflot were opened in Magadan and Sochi, the city selected as capital of Winter Olympic Games 2014 owing to efforts of Aeroflot airlines.
Goals of Issuer's foundation are as follows: The Company was founded to produce goods and products
and render services to gain profits. Issuer's mission (if any) is as follows: Aeroflot mission is to help passengers to accomplish their life plans and dreams concerning efficient
work, pleasant vacations, meeting beloved and relatives, and discovering new countries and cities.
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Aeroflot vision is to become leader in domestic and international market or regular air transportation of Russia.
Aeroflot values are customer-orientation, i.e. value of service for the customer is equal to added value
of the airline. Other information on Issuer’s activities important in the context of making resolution on purchase of
securities. No any.
4.1.4. Contacts Issuer's location: Russian Federation, 119002, Moscow Arbat Street, house 10 Phone number: (499) 500-68-68; (499) 500-68-69 Fax number: (499) 500-68-67 E-mail address: http://www.aeroflot.ru Address of Internet page where information about the Issuer, already issued and/or to be issued securities
is specified is as follows: http://old.aeroflot.ru/company.asp?ob_no=135 Also, place of location, phone number, fax, e-mail address, Internet page address of the special
department of the Issuer (or third party) for relations with shareholders and investors (if any), should be specified hereunder:
Group for relationships with investors: Place of location: Russian Federation, 119002, Moscow, Arbat Street, house 10 Phone number: (495)258 0686 Fax number: (499) 500 6963
E-mail address: [email protected] Address of Internet page of the special department of the Issuer (or third party) for relations with
shareholders and investors (if any), should be specified hereunder: http://wwww.aeroflot.ru/templates/about/shareholders.html
4.1.5. Identification number of tax payer 7712040126
4.1.6. Branches and representative offices of the Issuer Branches: Name: Russia (Kaliningrad) Opening date: 11.09.2009 Place of location: 236 000, Russian Federation, Kaliningrad, Pobedy ploshad (square), house 4,
building 25 Name of the manager: Sergey Anatolyevich Pivnev Duration of power of attorney: up to December 31, 2010 Name: Russia (Magadan) Opening date: 25.06.2006 Place of location: Russian Federation, 685000, Magadan, Karl Marks street, house 31/18 Name of the manager: Aleksandr Vyacheslavovich Zarudin Duration of power of attorney: up to December 31, 2010 Name: Russia (Sochi) Opening date: 01.07.2007 Place of location: 354355, Krasnodarsky krai (area), Sochi, Aeroport (airport) Name of the manager: Sergey Anatolyevich Mukhin
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Duration of power of attorney: up to December 31, 2010 Name: Russia (St. Petersburg) Opening date: 30.11.2005 Place of location: Russian Federation, 191186, St. Petersburg, Kazanskaya street, house 5 (Air terminal Pulkovo, office 3094) Name of the manager: Sergey Gennadyevich Belov Duration of power of attorney: up to December 31, 2010 Name: Russia (Krasnoyarsk) Opening date: 27.08.2008 Place of location: Russian Federation, 660049, Krasnoyarsk, Mira prospect (avenue), house 37, office 96 Name of the manager: Aleksandr Sergeevich Chernyshevsky Duration of power of attorney: up to December 31, 2010 Name: Russia (Vladivostok) Opening date: 09.11.2009 Place of location: Russian Federation, 690053, Vladivostok, Svetlanskaya Street, house 143 Name of the manager: Irina Demyanovna Lapitskaya Duration of power of attorney: up to December 31, 2010 Representative offices: Name: Australia (Sydney) Opening date: 21.06.1994 Place of location: 24 LEVEL 44 MARKET STREET SYDNEY NSW 2000 AUSTRALIIA Name of the manager: Yury Gennadyevich Mnatsakanov Duration of power of attorney: Unlimited, valid from 22.07.2008 onwards Name: Austria (Vienna) Opening date: 21.06.1994 Place of location: PARKING 10, 1010 VIEN, AUSRIA Name of the manager: Vladimir Borisovich Ivanyuk Duration of power of attorney: Unlimited, valid from 04.04.2007 onwards Name: Belgium (Brussels) Opening date: 21.06.1994 Place of location: RUE DES COLONIES 58 1000 BRUXELLES BELGIQUE Name of the manager: Vyacheslav Mikhailovich Mosashvily Duration of power of attorney: Unlimited, valid from 13.10.2004 onwards Name: Bulgaria (Sofia) Opening date: 21.04.1994 Place of location: 23 OBORISHTE ST. 1504 SOFIA BULGARIIA Name of the manager: Vladimir Valentinovich Sokolov Duration of power of attorney: Unlimited, valid from 16.05.2006 onwards Unlimited Name: United Kingdom (London) Opening date: 21.06.1994 Place of location: 70, PICCADILLY, LONDON WJ 8HP, UK Name of the manager: Sergey Valentinovich Timoshenko Duration of power of attorney: Unlimited, valid from 13.03.2008 onwards Name: Hungary (Budapest) Opening date: 21.06.1994 Place of location: HUNGARY 1051 BUDAPEST, JOZSEF ATTILA UTCA 18 Name of the manager: Igor Vladimirovich Brykov Duration of power of attorney: Unlimited, valid from 31.12.2007 onwards Name: Germany (Berlin)
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Opening date: 21.06.1994 Place of location: UNTER DEN LINDEN, 51, BERLIN, 10117, GERMANY Name of the manager: Eugeny Vladimirovich Kuznetsov Duration of power of attorney: Unlimited, valid from 18.07.2007 onwards Name: Germany (Hamburg) Opening date: 21.06.1994 Place of location: ADMIRALITAET STR. 60, 20459 HAMBURG Name of the manager: Anatoly Andreevich Dunaev Duration of power of attorney: Unlimited, valid from 03.03.2008 onwards Name: Germany (Hannover) Opening date: 01.09.2006 Place of location: FLUGHAFEN HANNOVER-LANGENHAGEN TERMINAL C ZIMMER 311,
POSTFACH 420251, 30662 HANNOVER Name of the manager: Sergey Petrovich Akhlamov Duration of power of attorney: Unlimited, valid from 17.08.2006 onwards Name: Germany (Dusseldorf) Opening date: 21.06.1994 Place of location: 40212, DUSSELDORF, BERLINER ALLEE, 26 Name of the manager: Victor Valeryevich Kovalenko Duration of power of attorney: Unlimited, valid from 26.08.2004 onwards Name: Germany (Munich) Opening date: 21.06.1994 Place of location: FRG\MUNICH ISARTORPLATZ, 2 80331 MUNICH Name of the manager: Yury Victorovich Belikov Duration of power of attorney: Unlimited, valid from 11.07.2008 onwards Name: Germany (Frankfurt) Opening date: 21.06.1994 Place of location: WILHELM-LEUSCHNER-STR. 41 D-60329 FRANKFURT AM MAIN GERMANY Name of the manager: Aleksandr Georgievich Avramenko Duration of power of attorney: Unlimited, valid from 05.06.2006 onwards Name: Germany (Hahn) (Operation of regional representative office for cargo services in Europe was
suspended by the Order No. 170 of 30.03.2007) Opening date: 1.10.2001 Place of location: AEROFLOT, GEBAUDE 850 D-55483 FLUGHAFEN HAHN GERMANY Name of the manager: Oleg Konstantinovich Korolev Duration of power of attorney: up to December 31, 2010 Name: Greece (Athens) Opening date: 21.06.1994 Place of location: 14 XENOFONTOS STR. SYNTAGMA - GR 105 57 , ATHENS, GREECE Name of the manager: Sergey Yuryevich Shkurko Duration of power of attorney: Unlimited, valid from 18.03.2009 onwards Name: Denmark (Copenhagen) Opening date: 21.06.1994 Place of location: DENMARK COPENHAGEN, 1-1 VESTER FARIMAGSGADE ROOM 1255 DK –
1606, COPENHAGEN Name of the manager: Aleksandr Aleksandrovich Bezlyudov Duration of power of attorney: Unlimited, valid from 22.07.2008 onwards Name: Spain (Barcelona) Opening date: 21.06.1994 Place of location: ISPANIIA, 08029 BARSELONA C/MALLORCA 41 Name of the manager: Aleksandr Yakovlevich Gorodetsky
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Duration of power of attorney: Unlimited, valid from 18.06.2008 onwards Name: Spain (Madrid) Opening date: 21.06.1994 Place of location: 52, OFICINA 3A, 28046 Madrid, Espana Name of the manager: Anatoly Mikhailovich Khomenko Duration of power of attorney: Unlimited, valid from 10.05.2007 onwards Name: Spain (Malaga) Opening date: 25.03.2007 Place of location: AEROPUERTO DE MALAGA, MALAGA, ESPANA, 29004 Name of the manager: Nikolay Anatolyevich Zheleznyak Duration of power of attorney: Unlimited, valid from 10.05.2007 onwards Name: Italy (Venice) Opening date: 21.06.1994 Place of location: Aeroport Marko Polo, Tessera, Venezia, Luigi Broglio street 8, 30030, Italia Name of the manager: Aleksandr Victorovich Galkin Duration of power of attorney: Unlimited, valid from 10.09.2007 onwards Name: Italy (Milan) Opening date: 21.06.1994 Place of location: 20124 MILANO -VIA VITTOR PISANI, 19 Name of the manager: Anatoly Leonidovich Opolev Duration of power of attorney: Unlimited, valid from 25.06.2002 onwards Name: Italy (Rome) Opening date: 21.06.1994 Place of location: 00187 ROMA VIA L. BISSOLATI 76 Name of the manager: Gennady Victorovich Bocharnikov Duration of power of attorney: Unlimited, valid from 22.04.2008 onwards Name: Canada (Toronto) Opening date: 30.11.1998 Place of location: 1 QUEEN STREET, EAST SUITEV1908, P.O. BOX 61,TORONTO, ONTARIO,
CANADA, M5C 2C5 Name of the manager: Aleksey Mikhailovich Aleksandrov Duration of power of attorney: Unlimited, valid from 23.01.2008 onwards Name: the Netherland (Amsterdam) Opening date: 21.06.1994 Place of location: WETERRINGSCHANS 26-3 1017 SG AMSTERDAM NITHERLANDS Name of the
manager: Vladimir Leonidovich Kraskevich Duration of power of attorney: Unlimited, valid from 03.04.2006 onwards Name: Norway (Oslo) Opening date: 21.06.1994 Place of location: NORVWAX 0157 OSLO OVRE SLOTT SGT 6 Name of the manager: Gennady Ivanovich Chernov Duration of power of attorney: Unlimited, valid from 18.10.2006 onwards Name: Poland (Warsaw) Opening date: 21.06.1994 Place of location: POLAND WARSAW 00-508 JEROZOLIMSKIE AL.29 Name of the manager: Andrey Vyacheslavovich Novokshonov Duration of power of attorney: Unlimited, valid from 12.01.2006 onwards Name: Romania (Bucharest) Opening date: 21.06.1994 Place of location: ROMANIA, BUCHAREST, STR. GHEORGHE MANU, 5, SECTOR 1
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Name of the manager: Aleksey Valeryevich Chibisov Duration of power of attorney: Valid from 25.07.2005 up to cancellation Name: Saudi Arabia (Jeddah) Opening date: 29.11.2007 Place of location: Exsab centre, Al – Maadi ST., Al-Hamra Adist P.O. Box 40700, Jeddah 21511, Saudi
Arabia Name of the manager: Pavel Pavlovich Pryadko Duration of power of attorney: Unlimited, valid from 13.03.2007 Name: Finland (Helsinki) Opening date: 21.06.1994 Place of location: 00100 MANNER-HEIMINTIE 5 HELSINKI FINLAND Name of the manager: Eugeny Ivanovich Sytykh Duration of power of attorney: Unlimited, valid from 18.10.2007 onwards Name: France (Nice) Opening date: 21.04.1998 Place of location: AEROFLOT AEROPORT NICE - COT D’AZUR TERMINAL 1 06281 NICE
CEDEX Name of the manager: Valery Anatolyevich Volynets Duration of power of attorney: Unlimited, valid from 10.05.2007 onwards Name: France (Paris) Opening date: 21.06.1994 Place of location: FRANCE 33 AVENUE DES CHAMPS-ELYSEES 75008 PARIS Name of the manager: Vadim Mikhailovich Butko Duration of power of attorney: Unlimited, valid from 16.04.2007 onwards Name: Croatia (Zagreb) Opening date: 21.06.1994 Place of location: 10000, CROATHIA ZAGREB, TRG NIKOLE SUBICA ZRINSKOG, 6
VARSAWSKA 13 Name of the manager: Aleksandr Mikhailovich Karataev Duration of power of attorney: Unlimited, valid from 03.07.2007 onwards Name: Czech Republic (Prague) Opening date: 21.06.1994 Place of location: TRUHLARSKA, 5 110 00 PRAGUE 1, 11000, CZEH REPUBLIC Name of the manager: Victor Anatolyevich Parkhimovich Duration of power of attorney: Unlimited, valid from 09.06.2005 onwards Name: Switzerland (Geneva) Opening date: 21.06.1994 Place of location: PLACE CORNAVIN, 16, 1201 GENEVE, SUISSE Name of the manager: Aleksandr Anatolyevich Kovalenko Duration of power of attorney: Unlimited, valid from 23.12.2008 onwards Name: Switzerland (Zurich) Opening date: 21.06.1994 Place of location: AERFLOT-RIA TALACKER 41 CH-8001 ZURICH Name of the manager: Vladimir Nikolaevich Rassokhin Duration of power of attorney: Unlimited, valid from 23.01.2008 onwards Name: Sweden (Stockholm) Opening date: 21.06.1994 Place of location: SVEAVAGEN 31, 2 TR BOX 3075 10361 STOCKHOLM SWEDEN Name of the manager: Sergey Aleksandrovich Evseenko Duration of power of attorney: Unlimited, valid from 20.03.2007 onwards
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Name: USA (Washington) Opening date: 21.06.1994 Place of location: 1634 EYE STREET N.W. SUITE 200 WASHINGTON DC 20006 Name of the manager: Dmitry Vladimirovich Kudris Duration of power of attorney: Unlimited, valid from 13.08.2007 onwards Name: USA (Los Angeles) Opening date: 21.06.1994 Place of location: USA LOS ANGELES, 9100 WILSHIRE BLVD SUITE 616 , BEVERLY HILLS, CA
90212 Name of the manager: Vladimir Victorovich Fomin Duration of power of attorney: Unlimited, valid from 13.02.2007 onwards Name: USA (New York) Opening date: 21.06.1994 Place of location: 10 Rockebeller Plaza, Suite 1015 New York, NY 10020 Name of the manager: Valery Valentinovich Sokolov Duration of power of attorney: Unlimited, valid from 02.12.2008 onwards Name: USA (San Francisco) (Operation of the representative office was suspended from 01.06.2006 by
Order No. 126 of April 3, 2006) Opening date: 21.06.1994 Place of location: 120 MONTGOMERY STREET, SUITE 1400, the 14-th Floor, SAN FRSNCISCO
CALIFORNIA 94104 Name of the manager: no any. Duration of power of attorney: no any. Name: USA (Seattle) Opening date: 8.04.1994 Place of location: 1411, 4TH AVENUE , SUITE 420 SEATTLE WASHINGTON 98101 Name of the manager: Valery Vladimirovich Azhazha Duration of power of attorney: no any. Name: Ireland (Dublin) (Operation of the representative office was suspended from 01.04.2009 by
Order No. 45 of February 2, 2009) Opening date: 21.06.1994 Place of location: AEROFLOT LEVEL 2 LINK RUSSIAN INTERNATIONAL AIRLINES UPPER
LINK BUILDING DUBLIN AIRPORT CO. DUBLIN IRELAND Name of the manager: Vladimir Vasilyevich Sklyarov Duration of power of attorney: Unlimited, valid from 19.11.2007 onwards Name: Cuba (Havana) Opening date: 21.06.1994 Place of location: 5-ta AVENIDA, ENTRE 76 Y78, EDIFICIO BARSELONA, OFICINA 208,
MIRAMAR TRADE CENTER ,MIRAMAR,PLAYA, CIUDAD HAVANA, CUBA Name of the manager: Eugeny Ivanovich Zherdev Duration of power of attorney: Unlimited, valid from 23.03.2007 onwards Name: Panama Opening date: 21.06.1994 Place of location: Unicentro Bella Vista Av. Justo Arosemana calle 42, P.O. BOX 2642 BALBOA
ANCON, PANAMA,REPUBLICA DE PANAMA Name of the manager: Nikolay Stepanovich Dedkov Duration of power of attorney: Unlimited, valid from 24.08.2005 onwards Name: Peru (Lima) (Operation of the representative office was suspended from 01.04.2009 by Order
No. 35 of January 24, 2009) Opening date: 21.06.1994
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Place of location: JR. MARTIR OLAYA, 201, OF. 340-350, EDIFICIO DIAGONAL, MIRAFLORES, LIMA, PERU
Name of the manager: Igor Gennadyevich Popov Duration of power of attorney: Unlimited, valid from 06.10.2005 onwards Name: Vietnam (Hanoi) Opening date: 21.06.1994 Place of location: DAENA BUSINESS CENTER, 360 KIM MA ST., BA DINH, DIST., HANOI,
VIETNAM. AEROFLOT RUSSIAN AIRLINES Name of the manager: Aleksandr Borisovich Videneev Duration of power of attorney: Unlimited, valid from 05.09.2005 onwards Name: India (Delhi) Opening date: 21.06.1994 Place of location: AEROFLOT TOLSTOY HOUSE, 15-17 TOLSTOY MARG DELHI - 110001
(INDIA) Name of the manager: Igor Valentinovich Ivliev Duration of power of attorney: Unlimited, valid from 21.12.2005 onwards Name: India (Mumbay (Bombay)) (Operation of the representative office was suspended by Order No.
107 of March 23, 2009) Opening date: 21.06.1994 Place of location: Aeroflot – Russian airlines, Avantika B 41 Lding, 46 DR. Deshmukh Marg, Mumbai,
400026 Name of the manager: Valery Ivanovich MaksimovDuration of power of attorney: Unlimited, valid from 03.08.2006 onwards Name: China (Hong Kong) Opening date: 21.06.1994 Place of location: SUITE 2918,29 FLOOR,SHUI ON CENTRE, 6- 8 HARBOUR ROAD, WANCHAI,
HONG KONG Name of the manager: Mikhail Ivanovich Putrov Duration of power of attorney: Valid from 31.03.2005 Name: China (Beijing) Opening date: 21.06.1994 Place of location: GENERAL REPRESTNTATION OF AEROFLOT IN CHINA
N2 CHAO YANG MEN BEI DA JIE, BEIJING 100027, PR CHINA Name of the manager: Sergey Vladimirovich Bugrov Duration of power of attorney: Unlimited, valid from 10.05.2007 onwards Name: Korean Democratic People's Republic (KDPR) (Pyongyang) (Operation of the representative
office was suspended by Order No. 290 of July 16 , 2008) Opening date: 21.06.1994 Place of location: 11-DONG MUNSU-3 DONG TAEDONGGANG DISTRICT Name of the manager: Vladimir Vyodorovich Fedoseev Duration of power of attorney: Unlimited, valid from 12.01.2005 onwards Name: China (Shanghai) Opening date: 21.06.1994 Place of location: Suite 203 A, Shanghai Centre, 1376, Nan Jing Xi Road, Shanghai, China PRC
200040 Name of the manager: Yury Sergeevich Gushin Duration of power of attorney: Unlimited, valid from 12.11.2004 onwards Name: Republic of Korea (Seoul) Opening date: 21.06.1994 Place of location: 404, CITY AIR TERMINAL BLDG, № 159-6, SAMSUNG-DONG, KANGNAM-
KU,SEOUL, KOREA Name of the manager: Andrey Pavlovich Ignatov
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Duration of power of attorney: Unlimited, valid from 13.03.2008 onwards Name: Malaysia (Kuala Lumpur) Opening date: 21.06.1994 Place of location: LOT 2.33, 2 ND FLOOR, BANG 4 NAN ANGKASA RAYA, MALAYSIA JALAN
AMPANG, 50450, KUALA LUMPUR Name of the manager: Gamarnik Rubenovich Kagmanyan Duration of power of attorney: Unlimited, valid from 08.07.2008 onwards Name: Mongolia (Ulan Bator) Opening date: 21.06.1994 Place of location: MONGOLIA,ULAANBAATOR,SEOUL STREET, 15 AEROFLOT, 210644 Name of the manager: Dmitry Borisovich Burninov Duration of power of attorney: Unlimited, valid from 13.10.2003 onwards Name: Thailand (Bangkok) Opening date: 21.06.1994 Place of location: 183 MEZZANINE FLOR REGENT HOUSE, RAJDAМRI ROAD BANGKOK 10330,
THAILAND Name of the manager: Takhir Abdulaevich Izbakiev Duration of power of attorney: Unlimited, valid from 18.05.2005 onwards Name: Japan (Tokyo) Opening date: 21.06.1994 Place of location: Toranomon Kotohira Tower 16F, 1-2-8 Toranomon, Minato-ku, Tokyo, Japan 105-
0001 Name of the manager: Yury Gerasimovich Mnatsakanov Duration of power of attorney: Unlimited, valid from 22.07.2008 onwards Name: Angola (Luanda) Opening date: 21.06.1994 Place of location: RUA CORONEL AIRES de ORNELAS № 1-А/В-r/c LUANDA, ANGOLA Name of the manager: Nikolay Sergeevich Gruzin Duration of power of attorney: Unlimited, valid from 03.02.2005 onwards Name: Egypt (Cairo) Opening date: 20.12.1999 Place of location: CAIRO/EGYPT 18, EL BOUSTAN ST.EL BOUSTAN COMMERCIAL CENTRE Name of the manager: Vladimir Vladimirovich Belyaev Duration of power of attorney: Unlimited, valid from 15.02.2008 onwards Name: Iran (Tehran) Opening date: 21.06.1994 Place of location: IRAN, TEHRAN, VALI ASR AVE., SADR STR, 62 Name of the manager: Andrey Vladimirovich Komissarov Duration of power of attorney: Unlimited, valid from 11.07.2008 onwards Name: Cyprus (Nicosia) Opening date: 21.06.1994 Place of location: 32 B&C, HOMER AVE. P.O. BOX 22039, 1097 NICOSIA CYPRUS Name of the manager: Vladimir Alexandrovich Egorov Duration of power of attorney: Unlimited, valid from 03.02.2005 onwards Name: Lebanon (Beirut) Opening date: 21.06.1994 Place of location: LIBANON, BEIRUT, VERDUN STREET, SELIM SAAB BLD, 2 FLOOR Name of the manager: Vyacheslav Markovich Kovalchuk Duration of power of attorney: Unlimited, valid from с 28.01.2004 onwards Name: Syria (Damask)
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Opening date: 21.06.1994 Place of location: SYRIA DAMASK 29 MAY STREET Name of the manager: Sergey Nikolaevich Neshto Duration of power of attorney: Unlimited, valid from 11.08.2004 onwards Name: Slovakia (Bratislava) Opening date: 1.08.2001 Place of location: AEROPORT M.P.SHTEFANIKA, BRATISLAVA, 82311, SLOVAK REPUBLIC Name of the manager: Sergey Nikolaevich Rubtsov Duration of power of attorney: Unlimited, valid from 18.07.2007 onwards Name: Serbia (Belgrade) Opening date: 1.08.2001 Place of location: 11000 BELGRADE KNEZA MIHAJLOVA, 30 Name of the manager: Vladimir Ivanovich Kozhemyakin Duration of power of attorney: Unlimited, valid from 18.07.2007 onwards Name: Turkey (Antalya) Opening date: 21.06.1994 Place of location: ANTALYA INTERNATIONAL AIRPORT BLOCK A//N.241 Name of the manager: Eugeny Aleksandrovich Ratushny Duration of power of attorney: Unlimited, valid from 20.01.2009 onwards Name: Turkey (Istanbul) Opening date: 21.06.1994 Place of location: TURKEY, ISTANBUL, ELMADAG, CUMHURIYET CAD №48-B, Name of the
manager: Konstantin Victorovich Titov, Acting Manager Duration of power of attorney: Unlimited, valid from 17.04.2007 onwards Name: United Arab Emirates (Dubai) Opening date: 21.06.1994 Place of location: U.A.E., DUBAI, PO BOX 1020 AL MAKTOUM STREET AL MAZROEI BLDG
DEIRA DUBAI Name of the manager: Aleksey Mikhailovich Shashkov Duration of power of attorney: Unlimited, valid from 10.09.2008 onwards Name: Azerbaijan (Baku) Opening date: 21.06.1994 Place of location: 370000, 34 KHAGANI ST. Name of the manager: Boris Alexandrovich Kondakov Duration of power of attorney: Unlimited, valid from 15.02.2005 onwards Name: Armenia (Yerevan) Opening date: 1.07.1994 Place of location: 375 002, Yerevan, Amiryana street, house 12 Name of the manager: Tigran Nersesovich Nersesyants Duration of power of attorney: Unlimited, valid from 04.07.2008 onwards Name: Byelorussia (Minsk) Opening date: 16.04.2001 Place of location: 220030, Minsk, Ya. Kupaly street, house 25, office 101 Name of the manager: Aleksandr Vasilyevich Suchko Duration of power of attorney: Unlimited, valid from 12.04.2001 onwards Name: Georgia (Tbilisi) (Operation of the representative office was suspended by Order No. 438 of
November 25.11 , 2008) Opening date: 21.06.1994 Place of location: Tbilisim 1002, 380002, D.Agmashenebeli street, house 76/1 Name of the manager: Vadim Anatolyevich Kovalenko Duration of power of attorney: Unlimited, valid from 02.12.2003 onwards
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Name: Kazakhstan (Almaty) Opening date: 25.12.1997 Place of location: 050010 Respublika KAZAKHSTAN, g. ALMATY, ul. BEGALINA, 42 Name of the manager: Pavel Andreevich Shishkin Duration of power of attorney: Unlimited, valid from 22.01.2002 onwards Name: Republic of Kyrgyzstan (Bishkek) Opening date: 12.04.1999 Place of location: ul. Moskowskaia, 121, Bishkek, Kirgizia 720040 Name of the manager: Vladimir Georgievich Butov Duration of power of attorney: Unlimited, valid from 23.05.2001 onwards Name: Latvia (Riga) Opening date: 21.06.1994 Place of location: LV-1010 RIGA, GERTRUDES IELA 10/12 OFFICE-18, LATVIA Name of the manager: Konstantin Nokolaevich Kozyrev Duration of power of attorney: Unlimited, valid from 27.09.2006 onwards Name: Lithuania (Vilnius) Opening date: 8.07.1994 Place of location: 2001 VILNIUS, UL. PILIMO 8\2 Name of the manager: Vladimir Victorovich Lakomov Duration of power of attorney: Unlimited, valid from 29.07.2004 onwards Name: Uzbekistan (Tashkent) Opening date: 21.06.1994 Place of location: 700015, Tashkent, Nukus street, house 79A Name of the manager: Gennady Leonidovich Yankevich Duration of power of attorney: Unlimited, valid from 27.09.2007 onwards Name: Ukraine (Kiev) Opening date: 5.05.1997 Place of location: 01032, Kiev, Saksaganskogo street, 112/A Name of the manager: Vitaly Vasilyevich Ognev Duration of power of attorney: Unlimited, valid from 28.03.2005 onwards Name: Ukraine (Simferopol) Opening date: 21.06.1994 Place of location: Ukraine, 95006, Simferopol Pavlenko street, house 2A Name of the manager: Robert Radifovich Valeev Duration of power of attorney: Unlimited, valid from 13.10.2003 onwards Name: Ukraine (Dnepropetrovsk) Opening date: 12.03.1998 Place of location: 320030, Dnepropetrovsk, Karl Marks street, house 72-A Name of the manager: Nikolay Ivanovich Yatsun Duration of power of attorney: Unlimited, valid from 29.02.2008 onwards Name: Russia (Anapa) Place of location: 352447, Anapa 7, Airport Postal address: Russian Federation, 353440, Anapa, Krymskaya street, house 170 Name of the manager: Oleg Igorevich Fedotov Opening date: 22.10.2004 Duration of power of attorney: up to 31.12.2010 Name: Russia (Arkhangelsk) Opening date: 18.06.1998 Place of location: 163000, Russian Federation, Naberezhnaya Severnoy Dviny, house 88 Name of the manager: Mariya Vladimirovna Rusinova
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Duration of power of attorney: up to 31.12.2010 Name: Russia (Astrakhan) Opening date: 1.08.2001 Place of location: 414014, Russian Federation, Astrkhan, Prospect Gubernatora A. Guzhvina, house 3 Name of the manager: Sergey Fedotovich Zaitsev Duration of power of attorney: up to 31.12.2010 Name: Russia (Barnaul) Opening date: 17.07.2004 Place of location: Russian Federation, Barnaul, Pavlovsky tract, house 226 Name of the manager: Aleksandr Valeryevich Yushkov Duration of power of attorney: up to 31.12.2010 Name: Russia (Volgograd) Opening date: 5.08.1998 Place of location: Russian Federation, 400131, Volgograd, Prospect Lenina, house 15 Name of the manager: Oleg Stanislavovich Kolyadin Duration of power of attorney: up to 31.12.2010 Name: Russia (Vladivostok) Opening date: 20.01.1998 Place of location: Russian Federation, 690053, Vladivostok, Svetlanskaya street, house 143 Name of the manager: Irina Demyanovna Lapitskaya Duration of power of attorney: up to 31.12.2010 Name: Russia (Grozny) (this representative office is closed) Place of location: Russian Federation, 364062, Grozny, Airport Opening date: 01.09.2005 Name of the manager: no any. Duration of power of attorney: no any. Name: Russia (Yekaterinburg) Opening date: 9.06.1998 Place of location: Russian Federation, 620219, Yekaterinburg, GSP-209, Belinskogo street, house 56 Name of the manager: Valery Borisovich Chichilimov Duration of power of attorney: up to 31.12.2010 Name: Russia (Irkutsk) Opening date: 18.03.1999 Place of location: Russian Federation, 664025, Irkutsk, Stepana Razina street, house 27, office 107 Name of the manager: Victor Vasilyevich Podvesko Duration of power of attorney: up to 31.12.2010 Name: Russia (Kaliningrad) Opening date: 26.08.1999 Place of location: Russian Federation, 223600, Pobedy ploshad (square), house 4, building 25 Name of the manager: Sergey Anatolyevich Pivnev Duration of power of attorney: up to 31.12.2010 Name: Russia (Kemerovo) Opening date: 12.07.2004 Place of location: Russian Federation, 650099, Kemerovo, Kolomeitseva street, house 1 Name of the manager: Konstantin Nokolaevich Egorov Duration of power of attorney: up to 31.12.2010 Name: Russia (Krasnodar) Opening date: 18.06.1998 Place of location: Russian Federation, 350000, Krasnodar, Krasnaya street, house 65 Name of the manager: Konstantin Ivanovich Kochur
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Duration of power of attorney: up to 31.12.2010 Name: Russia (Murmansk) Opening date: 22.12.1997 Place of location: Russian Federation, 183038, Murmansk, Volodarskogo street, house 7 Name of the manager: Konstantin Vyacheslavovich Grigoryev Duration of power of attorney: up to 31.12.2010 Name: Russia (Mineralnye Vody) Opening date: 25.04.2000 Place of location: Russian Federation, 357202, Mineralnye Vody, Zheleznovodskaya street, house 24 Name of the manager: Igor Anatolyevich Levin Duration of power of attorney: up to 31.12.2010 Name: Russia (Nizhnevartovsk) Opening date: 16.04.1999 Place of location: Russian Federation, 628606, Tyumen district, Khanty-Mansiyskt autonomous area,
Nizhnevartovsk, Omskaya street, house 11 Name of the manager: Mikhail Aleksandrovich Antonov Duration of power of attorney: up to 31.12.2010 Name: Russia (Nizhny Novgorod) Opening date: 5.08.1998 Place of location: 603950, Nizhny Novgorod, Ploshad Gorkogo, house 6 Name of the manager: Aleksandr Yuryevich Tikhonov Duration of power of attorney: up to 31.12.2010 Name: Russia (Novosibirsk) Opening date: 25.01.1995 Place of location: 630099, Russian Federation, Novosibirsk-91, Krasny prospect, house 28 Name of the manager: Aleksandr Vasilyevich Losev Duration of power of attorney: up to 31.12.2010 Name: Russia (Norilsk) Opening date: 25.01.1995 Place of location: 663300, Norilsk, Komsomolskaya street, house 23, room 103 Name of the manager: Elena Vladimirovna Galeeva Duration of power of attorney: up to 31.12.2010 Name: Russia (Omsk) Opening date: 14.04.1998 Place of location: 644099, Russian Federation, Omsk, Ordzhonikidze street, house 14 (Ingenernaya
street, house 1) Name of the manager: Aleksandr Valeryevich Antochin Duration of power of attorney: up to 31.12.2010 Name: Russia (Perm) Opening date: 14.09.2000 Place of location: Russian Federation, 614600, Perm, Popova street, house 21 Name of the manager: Boris Mikhailovich Shreider Duration of power of attorney: up to 31.12.2010 Name: Russia (Petropavlovsk-Kamchatsky) Opening date: 20.01.1998 Place of location: 683000, Russian Federation, Petropavlovsk-Kamchatsky, Sovietskaya street, house
35, room 312 Name of the manager: Andrey Nikolaevich Degtyarev Duration of power of attorney: up to 31.12.2010
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Name: Russia (Rostov-on-Don) (Operation of the representative office was suspended from 01.06.2006 by Order No. 119 of March 27,
2006) Place of location: Russian Federation, 344082, Rostov-on-Don, Budennovsky prospect, (avenue), house
35 Opening date: 18.03.1999 Name of the manager: no any. Duration of power of attorney: no any. Name: Russia (Samara) Opening date: 5.08.1998 Place of location: Russian Federation, 443041, Samara, Leninskaya street, house 141 Name of the manager: Sergey Alekseevich Luzgin Duration of power of attorney: up to 31.12.2010 Name: Russia (Surgut) Opening date: 02.04.2001 Place of location: Russian Federation, Tyumen district, Surgut, Lenina street, house 41 Name of the manager: Dmitry Vladimirovich Proskuryakov Duration of power of attorney: up to 31.12.2010 Name: Russia (Tyumen) Opening date: 20.05.2004 Place of location: Russian Federation, 625026, Tyumen, Malygina street, house 84, building 1 Name of the manager: Vladimir Yuryevich Arkhipov Duration of power of attorney: up to 31.12.2010 Name: Russia (Khanty-Mansiysk) (this representative office is closed) Place of location: 628012, Khanty-Mansiysk autonomus area, Yugra, Khanty-Mansiysk, Airport Opening date: 01.08.2005 Name of the manager: no any. Duration of power of attorney: no any. Name: Russia (Ufa) Opening date: 1.03.2000 Place of location: 450056, Republic of Bashkortostan, Ufa, Verkhne-Torgovaya ploshad (square),
house 45 Name of the manager: Andrey Viktorovich Kuznetsov Duration of power of attorney: up to 31.12.2010 Name: Russia (Chelyabinsk) Opening date: 9.08.2000 Place of location: Russian Federation, 454091, Chelyabinsk, Svobody street, house 90 Name of the manager: Yury Fedorovich Kirgizov Duration of power of attorney: up to 31.12.2010 Name: Russia (Khabarovsk) Opening date: 26.12.1996 Place of location: 680000, Russian Federation, Khabarovsk, Pushkina street, house 50 Name of the manager: Nikolay Nikolaevich Ilyin Duration of power of attorney: up to 31.12.2010 Name: Russia (Yuzhno-Sakhalinsk) Opening date: 01.04.2006 Place of location: Russian Federation, 693014, Yuzhno-Sakhalinsk, Airport Name of the manager: Igor Konstantinovich Pazyuk Duration of power of attorney: up to 31.12.2010
90
4.2. Main business activities of the Issuer
4.2.1. Economic sector of the Issuer
62.10 80.30 35.30.9 80.42 63.40 74.13 74.14 70.32.2 72.60 65.23 72.20 22.15 22.22 63.30 55.11 85.12 51.14 45.21 62.20.3
4.2.2. Main business activity of the Issuer Main business activities (types of activities, types of products, works, services, providing at least 10% of
proceeds (profits) of the Issuer either for the last 5 completed financial years or for each completed financial year in case the Issuer has been operating for less then 5 years, and also for the last reporting period completed before the date of approval of the Prospectus) should be described hereunder:
Basic activities of the company are as follows: - international and domestic air services on regular and charter basis in compliance with existing
international agreements and licenses for airline operation issued in prescribed order; - Passenger servicing, rendering different types of services for the passengers; - Cargo servicing; - Technical maintenance and repair of aircrafts; - Selling passenger and cargo traffic documents; - Issue, processing and selling passenger and cargo traffic documents. Primary activity of Aeroflot, OJSC prevailing for the Issuer, is air transportation including cargo and
passenger services.
Index name: Reporting period
2004 2005 2006 2007 2008 9 months of the year of 2009
Type of business activity: Passenger air transportation Amount of proceeds (profits) received from this type of business activity, thousand rubles
42 745 387 46 652 514 54 768 982 60 250 982 76 161 898 52 876 587
Percentage of proceeds (profits) received from this type of business activity to total amount of Issuer’s proceeds, %
75,8% 74,2% 76,8% 78,2% 80,2% 79,0%
Type of business activity: Cargo air transportation Amount of proceeds (profits) received from this type of business activity, thousand rubles
less then 10%
6 777 785 less then 10%
less then 10%
less then 10%
less then 10%
Percentage of proceeds (profits) received from this type of business activity to total amount of Issuer’s proceeds, %
less then 10%
10,8% less then 10%
less then 10%
less then 10%
less then 10%
91
Hereunder trend of amount of Issuer's proceeds (profits) of main business activity for 10 percent onwards
in comparison with corresponding previous reporting period, and reasons of such change should be specified. In 2004, proceeds of operational activity made up 56,377.2 million rubles, which is 16.2% higher
comparing to results of 2003; in 2005 proceeds of operational activity made up 62,849,278 thousand rubles, which is 11.5% higher comparing to results of 2004. Proceeds growth was provided by either increase of amount of transportation or growth of transportation profitability.
Proceeds of sales of air transportation and services for the year of 2006 made up 71,353,046 thousand
rubles. Rate of own sales is 16.5% of the total volume of sales, international airlines contribution into the rate is 14.8%. Controlled sales of air transportation are 83.5% of total volume of sales, international airlines contribution is 68.9%. In comparison with 2005, profits have been increased for 13.5% because of rising in amount of passenger services and increase in profitability.
Proceeds of air transportation and services for the year of 2007 made up 77,094,885 thousand rubles.
Rate of own sales is 18.6% of the total volume of sales, international airlines contribution into the rate is 15.1%. Controlled sales of air transportation are 81.4% of total volume of sales, international airlines contribution is 64.8%. In comparison with 2006, profits have been increased for 8.05% because of either rising in amount of passenger services and increase in profitability, or because of alteration of accounting policy of the Company since 01.01.2007, which requires accounting of profits per fact of passenger service (or per fact of sale in 2006), consequently, sums of money received in 2006 and accounted as sales proceeds for 2006, were excluded from the sum of actual profits for 2007.
Proceeds of air transportation and services for the year of 2008 made up 95,013,960 thousand rubles.
Percentage of profits by international services is 75.5% and percentage of profits by domestic services is 24.5%. In comparison with 2007, profits have been increased for 23.2% because of rising in amount of passenger services and increase in profitability.
If the Issuer carries out its main business activity in several countries, geographical areas providing 10
percent onwards of proceeds for each reporting period should be mentioned; trends of Issuer’s proceeds for mentioned geographical areas equal to 10 percent onwards in comparison with the previous reporting period along with the reasons for such trends should be described.
Aeroflot, OJSC renders services of passengers, post and cargo air transportation in international and
domestic sectors.
Structure of proceeds of sales, services portfolio for 2004
Reporting period
Name of works or services
Scheme of sales of works or services TOTAL Domestic
airlines
International airlines
Air transportation
Direct sales, % 100,0 86,3 13,7
Own distribution network % 15,8 13,4 2,4 Controlled distribution network % 84,2 72,9 11,3 Any other (specification required),
% - - - In 2004 profits of passenger services were increased for 15.8% and made up 42,745.4 million rubles. In 2004, profits of international passenger services comprised 84.5% of total amount of profits and
made up 35,991.5 rubles, which is 13.1% higher then corresponding value for the year of 2003. Proceeds growth was provided by either increase in amount of transportation for 12.5% or growth of transportation profitability for 6.6%.
In 2004, profits of domestic passenger services were increased for 32.4 million rubles and made up 6,753.9 million rubles or 15.8% of total amount of profits of passenger services. Proceeds growth was provided by either increase in amount of transportation for 13.4% or growth of transportation profitability for 13.5%.
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In 2004 profits of post services were increased for 45.8% and made up 5,550.2 million rubles out of profits of cargo transportation by cargo aircrafts which were increased for 1.9 times. Major part of profits equal to 93% was received by international transportation services. Growth of profits was provided by increase of amount of transportation for 36.8%.
Structure of proceeds of sales, services portfolio for 2005
2005 Name of works or services
Scheme of sales of works or services TOTAL Domestic
airlines
International airlines
Air transportation Direct sales, % 100 85,6 14,4 Own distribution network % 19,2 17,4 1,8
Controlled distribution network? %80,8 68,2 12,6
Any other (specification required), %
Proceeds of sales of air transportation and services for the year of 2005 made up 62,849 thousand rubles. Rate of own sales is 19.2% of the total volume of sales, international airlines contribution into the rate is 17.4%. Controlled sales of air transportation are 70.8% of total volume of sales, international airlines contribution is 68.2%. Growth of profits was provided by increase in amount of transportation.
Structure of proceeds of sales, services portfolio for 2006
2006 Name of works or
services
Scheme of sales of works or services
TOTAL International
airlines
Domestic airlines
Air transportation Direct sales, % 100,0 83,7 16,3 Own distribution network? % 16,5 14,8 1,7 Controlled distribution network? % 83,5 68,9 14,6 Any other (specification required), % Proceeds of sales of air transportation and services for the year of 2006 made up 71,353 thousand rubles. Rate of own sales is 16.5% of the total volume of sales, international airlines contribution into the rate is 14.8%. Controlled sales of air transportation are 83.5% of total volume of sales, international airlines contribution is 68.9%. Growth of profits was provided by increase in amount of transportation.
Structure of proceeds of sales, services portfolio for 2007
2007 Name of works or
services
Scheme of sales of works or services
TOTAL International
airlines Domestic airlines
Air transportation Direct sales, % 100,0 79,9 20,1 Own distribution network? % 18,6 15,1 3,5 Controlled distribution network, % 81,4 64,8 16,6 Any other (specification required), %
Proceeds of air transportation and services for the year of 2007 made up 77,094,885 thousand rubles. Rate of own sales is 18.6% of the total volume of sales, international airlines contribution into the
rate is 15.1%. Controlled sales of air transportation are 81.4% of total volume of sales, international airlines contribution is 64.8%.
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In 2008 Aeroflot, OJSC carried 9,271.4 thousand passengers and 87.9 tons of post and cargo, and covered 27,247.5 million passenger-kilometers and 2,843.3 million ton-kilometers. In comparison with the year of 2007, volume of air transportation in ton-kilometers is increased for 5.7% because of rise of passenger services for 13.5% at decrease of post and cargo transportation for 8.3%. Volume of international services in ton-kilometers is nearly the same as per the year of 2007 (because of secession of affiliated company Aeroflot-Cargo and transfer of volume of cargo aircraft services to this company). Volume of domestic air transportation is increased for 22.3%.
Major types of works or services
year of 2008 Index name: TOTAL
International airlines
Domestic airlines
Volume of production: thousand ton-kilometers 2843267 1949211 894056 Average price of works or services, rubles 33,41 36,81 26,03 Proceeds received from works or services, thousand rubles 95 013 960 71 739 543 23 274 417Part of the total amount of proceeds, % 100,0 75,5 24,5 Corresponding price index, % - - - Proceeds of air transportation and services for the year of 2008 made up 95,013,960 thousand rubles. Percentage of profits of international services is 75.5% and percentage of profits of domestic services is 24.5%. In comparison with the previous year, profits ware increased for 23.2 % because of rising in amount of passenger services and increase in profitability.
Structure of proceeds (works, services) (Expert estimation)
Name:
Scheme of sales of works or services
2008
of works or services
TOTAL
International airlines
Domestic airlines
Air transportation Direct sales, % 100,0 75,5 24,5 Own distribution network? % 18,5 14,4 4,1 Controlled distribution network, % 81,5 61,1 20,4 Any other (specification required), %
Rate of own sales is 18.5 % of the total amount of proceeds, international airlines contribution into the rate is 14.4 %. Controlled sales of air transportation are 81.5 % of total amount of proceeds, international airlines contribution is 61.1 %.
Seasonal nature of main business activities of the Issuer: Seasonal nature of airline activities is caused by dependence of number of flights of potential
passengers on time of year. Aeroflot adapts its rout network to seasonal variations of the market to maximal extent possible, and follows flexible tariff policy.
General structure of prime cost of the Issuer for the last completed financial year and the last reporting
period completed before the date of approval of the Prospectus, for specified items expressed in percentage of general prime cost should be described hereunder.
Index name: 2008 3rd quarter
of 2009
Raw materials and feedstock, % 3,72 3,78 Purchased utilities, intermediate products, % 2,22 2,77 Production works and services carried out by the third organizations, % 18,42 23,1 Fuel, % 37,08 25,04 Energy, % 0,04 0,05 Expenses for labor compensations, % 11,19 12,1
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Interest on credits, % - - Rent payment, % 9,86 12,21 Social allocations, % 2,08 1,75 Amortization of fixed assets, % 1,17 1,29 Taxes included into product cost price, % 0,40 0,45 Other costs, % 13,82 17,46 Amortization by intangible assets, % 0,02 0,02 Remunerations for innovation proposals, % - - Binding insurance payments, %, % 0,56 0,74 Representation / entertainment expenses, % 0,05 0,04 Other, % 13,19 16,66 TOTAL: Costs for production and sales of products (works, services), % 100,00 100,00 For reference: proceeds from products (works, services) sales, % in relation to cost price 119,78 125,12
New kinds of products (works, services) of substantial importance offered by the Issuer at the market of
its main activities should be specified hereunder to the extent of information on such kinds of products (works, services) publicly available. State of development of such types of products (works, services) should be specified hereunder: There are no any new types of products (works, services) of substantial importance.
Standards (rules) of accounting and calculations should be specified hereunder: Issuers’ accounting is kept in compliance with existing rules of accounting and reporting of Russian
Federation, in particular, with Federal Law “On accounting” No. 129-ФЗ of November 21, 1996, Regulation on accounting and accounts statements in Russian Federation, approved by the order No. 34H of the Ministry of Finance of Russian Federation of July 29, 1998, and other regulations included into the system of accounting and reporting for organizations in Russian Federation.
4.2.3. Raw materials, goods (feedstock) and suppliers of the Issuer Name and location of suppliers of the Issuer understating no less then 10 percent of total supplies of raw
materials and goods (feedstock) and their part in total amount of supplies for the last completed financial year and the last reporting period completed before the date of approval of the Prospectus.
Aviation fuel of the following marks is used for fueling Issuer’s aircrafts: Basic modifications of JET A-1 used abroad; ASTM D 1655, DERD 2494/ ТС-1 (РТ) (according to State Standard 10227-86) used in Russian fuel filling points. Major suppliers of raw materials for the Issuer are as follows: Abroad: British Petroleum (BP), Shell, Chevron-Texaco In Russia: Lukoil-Aero, Gazpromneft-Aero, Gazpromneft-Aero Sheremetyevo, Aerotech
Years of 2008:
Full corporate name: Place of location: Share in total amount of supplies, %
Lukoil-Aero, Limited Liability Company Moscow, Pokrovsky bulvar (boulevard), house 3, building 1
20
Gazpromneft-Aero Sheremetyevo, Limited Liability Company
141400, Moscow district, Khimki, Mezhdunarodnoye chosse (highway), estate 1
15
RN-Aero, Limited Liability Company 109074Moscow, Slavyanskaya ploshad (square), house 2/5/4, building 3
11
Aerofuels Overseas Ltd Lock Qudy, Dublin Road, Limerick, Republic of Ireland
17
TNK-BP Holding, Open Joint-Stock Company
626170, Tyumen district, Uvartsky region, village Uvat, Oktyabrskaya street, house 60, TNK-BP Holding, OJSC
37
95
3rd quarter of the year of 2009 Full corporate name: Place of location: Share in total amount of
supplies, %
Lukoil-Aero, Limited Liability Company Moscow, Pokrovsky bulvar (boulevard), house 3, building 1
20
Gazpromneft-Aero Sheremetyevo, Limited Liability Company
141400, Moscow district, Khimki, Mezhdunarodnoye chosse (highway), estate 1
34
TNK-BP Holding, Open Joint-Stock Company
626170, Tyumen district, Uvartsky region, village Uvat, Oktyabrskaya street, house 60, TNK-BP Holding, OJSC
24
RN-Aero, Limited Liability Company 109074Moscow, Slavyanskaya ploshad (square), house 2/5/4, building 3
11
Aerofuels Overseas Ltd Lock Qudy, Dublin Road, Limerick, Republic of Ireland
11
Information on alteration of price for the main raw materials and goods (feedstock) or absence of any
alteration for the last completed financial year and the last reporting period completed before the date of approval of the Prospectus.
2008 In 2008, unparalleled growth of prices for aviation fuel (for 45%) followed by prices fall-down (for
42%) took place either in Russia or abroad. 3rd quarter of the year of 2009 Alteration of prices of major raw materials and goods (feedstock) more then for 10% during the 3rd
quarter of 2009 was not detected. Share of import in Issuer's supplies during specified above terms should be mentioned separately. Aviation fuel of the following marks is used for filling Issuer’s aircrafts: Basic modifications of JET A-
1 used abroad; ASTM D 1655, DERD 2494/ Major suppliers of raw materials for the Issuer are as follows: Abroad: British Petroleum (BP), Shell, Chevron-Texaco Total volume of aviation kerosene purchased abroad made up 22.7% of total volume of purchases in
2008 and made up 26% of total volume of purchases in the 3rd quarter of 2009. Issuer’s prognosis relating availability of specified sources in future and possible alternative sources
should be given below: In November 2009, tender for supply of aviation fuel abroad for the year of 2010 was carried out at the
company. Major supplier of aviation fuel remains the same as result of the tender.
4.2.4. Market outlets of Issuer’s products (works, services) Major markets of Issuer’s activities are as follows: Domestic services: The airline substantially increased its presence on domestic Russian market from 13.6% to 16.1% by
covered passenger turnover and from 11.6% to 13.7% by number of transported passengers. Taking into account affiliated companies Aeroflot-Don and Aeroflot-Nord, in 2008 Aeroflot Group carried out 20.2% of domestic transportation by passenger turnover and 19.3% of domestic transportation by number of transported passengers. Focus on anticipatory development of domestic Russian routs provided by company strategy, allowed to compensate starting decay of international market as a result of the year to considerable extent. In 2008 Aeroflot opened regular services to Norilsk, resumed flights to Khabarovsk, increased frequency of flights to Krasnodar, Novosibirsk, Perm, Sochi and Yuzhno-Sakhalinsk.
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Production indexes for the years of 2007-2008
Domestic services: 2008 2007 Alteration
Passengers transported (thousand persons) 3 575,1 2 809,9 27,2% Covered passenger turnover (million passenger-kilometers) 8 502,0 6 672,3 27,4% Top passenger turnover (million passenger-kilometers) 11 522,7 9 077,6 26,9% Passenger load factor, % 73,8 73,5 0,3% Regular services ratio, % 99,9 100,0 -0,1% Post and cargo transported (thousand tons) 30,4 28,5 6,7% Covered cargo turnover (million ton-kilometers) 128,9 130,8 -1,5% Covered ton-kilometerage (million ton-kilometers) 894,1 731,3 22,3% Top ton-kilometerage (million ton-kilometers) 1 459,9 1 167,1 25,1% Commercial load (%) 61,2 62,7 -1,5%
Domestic cargo services by passenger aircrafts
Volume of domestic post and cargo services made up 30.4 tons and was increased for 6.7% relating the
corresponding level of services for the year of 2007. Cargo turnover made up 128.9 million ton-kilometers and was decreased for 1.5% relating corresponding level of services for the previous year because of reduction of average distance of cargo and post transportation for 7.6%. In spite of growth of general transportation capacities for 25.1%, percentage of commercial load was decreased for 1.5% and made up 61.2%.
Proceeds received from operational activities, thousand rubles
Indexes year of 2008 year of 2007 + / - % Proceeds received from passenger transportation
76 161 898 60 250 982 15 910 916 126,40
including international services 57 206 505 47 175 880 10 030 625 121,30 Domestic services: 18 955 393 13 075 102 5 880 291 145,00Proceeds received from post and cargo transportation
3 083 284 3 375 015 -291 731 91,40
including by passenger aircrafts 3 083 284 2 830 835 252 449 108,90 by cargo aircrafts - 544 180 -544 180 -Proceeds received under contracts with foreign airlines
7 865 729 8 526 551 -660 822 92,20
Proceeds received from other activities 7 903 049 4 942 337 2 960 712 160,0Total proceeds from operational activities 95 013 960 77 094 885 17 919 075 123,20
Costs for operational activities In 2008 Airline costs for operational activities made up 88,462.6 million rubles, which is for 19,091.8
million rubles higher then the corresponding value for the year of 2007. (+27.5%) (+27,5%). Share of costs in Russian rubles made up 66.3% in Russian rubles (RUR 58,635.3 million) or 33.7% in foreign currency (USD 1,199.l million) equal to RUR 29,827.3 million.
In comparison with the year of 2007, renovation of fleet and acquisition of aircrafts of western manufacture exerted the main influence on growth of separate articles of costs.
During the 3rd quarter of the year of 2009, Aeroflot OJSC transported 2,647,4 thousand passengers and
23.2 tons of post and cargo, and made up 7,875.9 million passenger-kilometers and 816.5 million ton-kilometers. In comparison with the corresponding period of the last year, volume of air services in ton-kilometers fell down for 1.9% because of general decrease of demand for passenger and cargo services.
Proceeds of air transportation and services for the 3rd quarter of 2009 made up 26,044,763 thousand rubles. Percentage of international services is 75.1% and percentage of domestic services is 24.9 % relating total amount of proceeds. In comparison with the corresponding period of the previous year, profits fell down for 11.3 % mainly because of decrease of amount and profitability of air services.
Rate of own sales is 20.4 % of the total amount of proceeds, international airlines contribution into the rate is 15.5 %. Controlled sales of air transportation are 79.6 % of total amount of proceeds, international airlines contribution is 59.6 %.
97
Sector rankings for domestic passenger carrying (passenger numbers, %)
6.1
11.1
16.5
19.3
3.9
3.0 2.7
AeroflotGroup
Sibir* UT air GT KRossiya
NebesnyExpress
KDAvia
UralAirlines
Aeroflot position in the sector
As major company, Aeroflot fully uses increased demand for air transportation. Development of Aeroflot allowed strengthening company’s positions at the market of regular domestic services, thus substantially increasing attractiveness of Airline rout network. It is very important for development of collaboration within the framework of SkyTeam, the global alliance of air carriers.
In 208 Russian airlines carried 49.8 million people, which is for 10.4% more then the corresponding
value of the year of 2007; also, passenger turnover was increased for 10.4% and made up 122.6 billon passenger-kilometer. Also, 779.4 ton of cargo was transported (which implies increment for 6.4%). Volumes of regular and irregular services were increased nearly at the same rate.
Maximal increment of the number of carried passengers took place at distant international routs, where growth made up 13.2% and 20.2 million passengers have been carried. Total number of passengers carried via domestic routs is 26.2 million persons, which increment in comparison with year of 2007 is 8%; number of passengers carried via CIS routs is 3.4 million persons (corresponding increment is 8.1%).
In 2008, volume of cargo services rendered by Russian airlines made up 779.4 thousand ton of cargo (corresponding increment is 6.4%), and cargo turnover was increased for 7.8% and made up 3.7 billion ton-kilometers. Volume of international cargo services was increased for 12.6% up to 519.9 thousand tons, and volume of domestic cargo services was decreased for 4.1% down to 259.4 thousand tons.
Among major Russian airlines crossing the threshold of three million passengers carried, Transaero Company demonstrated the highest growth rate which passenger turnover was increased for 49.7%. Transaero increased volume of transportation in all segments of the market, specially, absolute priority growth was achieved in the sector of irregular international transportation (which growth is equal to 76.8% by number of carried passengers). In this segment the company holds leading position among Russian airlines.
Sibir airlines (including its affiliate company Globus) and Aeroflot Group hold the second and the third positions by rate of transportation growth. Growth of carried passenger’s number in case of Sibir (including Globus) is equal to 13.9% and in case of Aeroflot Group is 13.7%.
Among the major airlines, company UTAir demonstrated the growth of transportation services corresponding to the average sector growth and equal to 10.3%. Russia, State Transportation Company was not able to reach average sector level by demonstrating growth equal to 7.4%.
At this, Aeroflot strengthened its positions at strategic market of domestic services. Holding leading position at the market of international services (in 2008, share of Aeroflot was 42.4% by number of passengers carried in the regular segment, second position is held by Transaero company whose share is 16.5%), the company has substantially increased amount of domestic services (+27%) going far beyond the average sector growth rate (+8%). Intensive growth of domestic services amount allowed Aeroflot to increase its share in total amount of services of the sector for this segment of market from 13.6% up to 16.1% by covered passenger turnover and from 11.6% up to 13.7% by the number of carried passengers.
Taking into account affiliated companies Aeroflot-Don and Aeroflot-Nord, by results of 2008, Aeroflot Group carried out 20.2% of domestic services by passenger turnover and 19.3% of domestic services by number of carried passengers. Shares of Sibir (including Globus), the second airline by amount of domestic passenger services are equal to 18.8% and 16.5% correspondingly.
98
Factors that potentially can exert negative influence on sales of Issuer's products (works, services) and
possible consequent Issuer’s actions aimed to reduce such influence should be described hereunder. Description of negative factors’ influence on sales of Issuer’s products and possible responses of the
Company are presented in section 3.5, "Risks regarding purchase of placed equity securities" of the present Prospectus.
4.2.5. Information on Issuer’s licences Number, date of issue and duration of special permission (license), issuing authority, and also Issuer’s
prognosis regarding probability of extension of the special permission (license) (if any) relating the following kinds of special permissions (licences) should be specified hereunder:
Issuer does not have the following kinds of special permissions (licenses): • to use partially transferable objects, natural resources; • to perform banking operations; • to carry out of insurance activities; • to carry out activities of professional participant of equity market; • to carry out activities of investment fund; • to carry out other activities having substantial importance for the Issuer.
The Issuer holds the following licenses: Number: ПП 0009 Date of issue: 21.11.2007 Duration of licence: up to 21.11.2012 Authority issuing the licence: Federal Air Transport Agency Kinds of activities: Execution of passenger air transportation services Number: ПГ 0010 Date of issue: 21.11.2007 Duration of licence: up to 21.11.2012 Authority issuing the licence: Federal Air Transport Agency Kinds of activities: Execution of cargo air transportation services Number: ФАВТ А.02.00779 Certificate of conformity Date of issue: 21.05.2007 Duration of licence: up to 21.05.2010 Authority issuing the licence: Federal Air Transport Agency Kinds of activities: Providing and servicing of passengers, luggage, post and cargo for either domestic
or international air transportation in Sheremetyevo airport Providing passenger and luggage servicing (airport activities)
Number: ФАВТ А0.010.00783 Certificate of conformity Date of issue: 21.05.2007 Duration of licence: up to 21.05.2010 Authority issuing the licence: Federal Air Transport Agency Kinds of activities: Airfield servicing in Sheremetyevo airport (airport activities) Number: 3/231 (Certificate) Date of issue: 04.05.2007 Duration of licence: up to 04.05.2010 Authority issuing the licence: State Service for Civil Aviation of Russian Federation Kinds of activities: Right to carry out educational activities in directions (for specializations) mentioned
in the Appendix to the present certificate. Number: ЛО-77-01-000629 Date of issue: 29.10.2008 Duration of licence: up to 29.10.2013
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Authority issuing the licence: Board of Health for Moscow City Kinds of activities: Execution of medical activities; Number: Series АБ No. 0908082 Date of issue: 18.12.2008 Duration of licence: 05.12.2013 Authority issuing the licence: Federal Agency for Transport Security Supervision Kinds of activities: Provision of aviation security Number: No. 2021090052 (Certificate) Date of issue: 25.02.2009 Duration of licence: 26.02.2011 Authority issuing the licence: Federal Air Transport Agency Kinds of activities: Organization on maintenance of aircrafts of following types: IL-96-300, IL-96-
400Т, IL-86, IL-62М, TU-154М Number: EASA 145.0012 & BDA/AMO/151 (Certificate) Date of issue: 03.02.2009 Duration of licence: 18.01.2011 Authority issuing the licence: Federal Air Transport Agency Kinds of activities: Line maintenance and periodic maintenance (Base&Line) of aircrafts of following
types: Airbus 318/319/320/321/330-200; Boeing 767-300 Number: ФАВТ А.05.01689 (Certificate) Date of issue: 18.01.2010 Expiration date: 18.01.2011 Authority issuing the licence: Federal Air Transport Agency Kinds of activities: Execution of quality assurance control of aviation fuels and lubricants and anti-
icing liquids Number: ФАВТ П.01.00152 Date of issue: 24.08.2009 Expiration date: 24.08.2011 Authority issuing the licence: Federal Air transport Agency Kinds of activities: Organizational support of aircraft flights Issuer’s prognosis regarding probability of extension of special permission (license): The Issuer complies with requirements of the licenses and undertakes all necessary measures to
receive, keep in effect, extend the licenses and minimize probability of suspension, alteration or withdrawal of the licenses. Thus, the Issuer expects no any complications relating extension of licenses duration caused by Issuer’s actions.
4.2.6. Joint activities of the Issuer Information on joint activities the Issuer carries out together with other organizations either for the last 5
completed financial years or for each completed financial year in case the Issuer has been operating for less then 5 years, and also for the last reporting period completed before the date of approval of the Prospectus should be described hereunder. At this, amount of investments, purpose of investments (i.e., profit earning, other purposes) and financial results for the last completed financial year and the last reporting period completed before the date of approval of the Prospectus should be specified hereunder for each kind of joint activities. The Issuer carries out no any joint activities with other organizations.
4.2.7. Additional requirements to the issuers that are either joint-stock investment funds, insurance organizations, credit organizations or mortgage agents
The Issuer is neither joint-stock investment fund, nor insurance organization, nor credit organization
nor mortgage agent.
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4.2.8. Additional requirement to the issuers which main activities are mining operations
Mining operations including extraction of precious metals and stones are not main activities of the
Issuer. The Issuer does not have affiliated or subordinated companies performing the activities specified above.
4.2.9. Additional requirement to the issuers which main activities are communication services
Rendering communication services is not the main activity of the Issuer.
4.3. Plans regarding Issuer’s future activities Summary of plans of the Issuer regarding future activities and sources of future profits including the plans
relating establishment of new production facilities, expansion or shrinkage in production capacity, development of new kinds of products, modernization and reconstruction of fixed assets, and possible alteration of main activities should be given hereunder.
Aeroflot is the leader of air transportation sector, its strategic goal is creation of world-class company. The airline is aimed to achievement of the highest international standards and improvement of its competitiveness at the global market of air transportation. In 2008 the Board of Directors of Aeroflot approved main tasks and targets of airline development strategy up to 2015. The following tasks are set within the limits of airlines development strategy:
• Preservation of higher level of flights security. • Preservation of Group leadership on Russian market and rapid growth of share of domestic services
market. • Development of routs network in cooperation with the partners of the airline. • Creation of efficient hub named as “Eastern gates of Europe” at Sheremetyevo airport. • Development of up-to-date, competitive and unified aircraft fleet of the airline. • Provision of operational profitability of the company. • Development of e-commerce. • Implementation of lean-technologies (or technologies of economic production) at key subdivision of
Aeroflot. • Development and efficient management of the brand. • Expansion of airline customers’ loyalty program. • Formation of efficient system of client’s solicitation. The following priorities are set by the company to implement its strategic goals on air transportation
market:- Strategy of growth (expansion of market-presence), implemented through organic marketing growth and acquisition of airlines.
- Market strategy understood as the best value to price ratio for selected customer segments (balance of segment parity by costs and differentiation of quality).
- Strategy of competitive advantages, i.e. using network model of transportation including formation of HUB at Sheremetyevo airport, regional HUBs in Russia and at the other target markets having widespread network of international transportation. Getting profits from better knowledge of needs of its target customers.
Factors of success Key factors of success of Aeroflot, OJSC in 2015 are as follows: - focusing on O&D (origin and destination) lines; - putting more efforts in retention of existing passengers; - competitive activity to get more high-yielding passengers; - the highest level of flight security in Russia; - full-fledged HUB at Sheremetyevo airport providing efficient connections and higher capacity; - leadership by share of regular market of Civil Aviation in Russia; - fleet of aircrafts economically efficient and suitable for the network; - additional customer value by product and brand. Major lines of development
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Position on the market Aeroflot intends to strengthen its dominant market position in the sector of Civil Aviation in Russia, first of
all via expansion of its presence on domestic market and market of transportation between Russian and CIS. Such goals imply either increase in frequencies of flights for existing routs or adoption of new lines.
On international services market, development of the company is connected with further development of cooperation with the partners via SkyTeam alliance, solicitation of transit passengers flows traveling either from Russian regions abroad or from Asia to Europe or United States and back, increasing Aeroflot share in transportation of passengers of higher classes.
Rout network Aeroflot develops network of routs intended for business class passengers. Such activity implies
introduction of straight routs, provision of high flight frequency (no less then 5-7 times a week per rout) and development of schedule convenient for businessmen.
Main principles of rout network development are concentration on the most profitable segments of the market, increase in connectivity of the network, development of closer collaboration with Russian and foreign airlines (code-sharing, interline) to increase number of destinations and frequencies of flights offered to the passengers.
Aircraft fleet Aeroflot strategy regarding development of fleet provides optimization of type and size range according to
rout network. Company fleet is one of the most advanced, young and rapidly growing fleets of the Europe. The fleet comprises 97 airliners complying with the higher requirements for economy, safety, comfort and environmental standards.
During the year of 2009, the airline is going to receive 24 new airplanes (including 18 airplanes of A320 family and 6 airplanes of A330 family).
In the year of 2007 Aeroflot signed large contracts of purchase of 22 long haul airplanes Airbus A350 and 22 airliners Boeing B787 Dreamliner to be supplied starting from 2016.
Since the end of 2008, Aeroflot started to receive airplanes of Airbus A330 type, which have already expanded company’s capabilities on distant routs and allowed to provide brand new level of services.
Arrival of Sukhoi SuperJet-100, Russian regional airplane of new generation to Aeroflot’s fleet is expected by Aeroflot (confirmed order for 30 airplanes SSJ-100 has already been made and intention to purchase 20 airplanes more have been approved documentary).
Airport Aeroflot constructs its own air terminal in Moscow. Air terminal Sheremetyevo should be opened in 2009.
International airport Sheremetyevo is the largest Russian airport providing regular international servicing. Quality management system of the airport was certified in compliance with ISO 9001:2000 standard. In 2008 Sheremetyevo airport provided services for 15 million 214 thousand passengers.
International hub of SkyTeam alliance was organized in Sheremetyevo airport. By 2015, Sheremetyevo is planned to
become the best airport in Europe by quality of passenger services. After reconstruction and construction of the third runaway, the airport will service up to 35 million passengers a year, including all flights by Aeroflot and all flights by its SkyTeam partners.
Necessary condition of preservation and reinforcement of market position of Aeroflot is creation of hub junction of international level at Sheremetyevo airport providing possibility to form “connection waves”, comfortable transfer and high quality of passenger services.
Safety Basic elements of airline product are safety and reliability. Aeroflot meets higher international standards of
safety. Aeroflot was one of the first Russian carriers entered into the register of IOSA operators by results of operational safety audit carried out by IATA (International Air Transport Association) (IOSA – IATA Operational Safety Audit). Aeroflot holds unified certificate of conformity of quality management system with requirements of ISO 9001:2000 standard.
Aeroflot is going to exert all possible efforts to keep rating of safety up to the highest level in its sector, to advance its indexes up to the values of major world airlines regarding punctuality, regularity of flights and safety of luggage.
Product During the next 2-3 years, Aeroflot is going to introduce brand new level of passenger services quality.
Aeroflot plans to switch to two-class grouping of airplanes comprising improved business class salon. New concept of service tested for several pilot routes, will be applied to all flights. It is planned to arrange special trainings for flight attendants and other staff getting in touch with customers, introduce significant changes in menu, and expand the range of entertaining programs onboard.
Development of company’s brand is of strategic importance. Program of rebranding is aimed to reinforce positive changes going on in the company visually, make outer appearance of Aeroflot more modern and attractive. New image of the company is based in key values such as attention to people, reliability and Russian nature of Aeroflot.
102
The company plans to develop Aeroflot-Bonus, the program of encouragement of loyal customers by its integration with similar programs of the other air carriers and the companies of bank, hotel and travel business sectors.
Cargo services: Cargo business development strategy implies expansion of regular transportation by cargo airplanes
between Asia and Europe. Strategy also provides activation of operations on Russian market and orientation to import and export cargo services by passenger aircrafts. Strategy also provides development of complex services of door-to-door delivery type by collaboration with forwarders and growth of express-cargo transportation.
Aeroflot fully dismissed old aircrafts of IL-76 type. To increase amount of transportation, the company will continuously substitute airplanes DC-10 for the aircrafts of higher capacity along with further expansion of cargo aircraft fleet up to 6 units.
Efficiency Strategic goal of Aeroflot in sense of economical efficiency is increase of profit rate of passenger services up
to average level of Association of European Air Carriers by optimization of rout network, solicitation of high-yielding passengers and improvement of product quality.
Aeroflot is going to increase proceeds from the other kinds of activities by expanding range of services rendered for other airlines, in particular, services in aviation personnel training and coaching, and technical and ground maintenance of aircrafts.
During 9 months of the year of 2008 net profits of Aeroflot by IAS was made up to USD 152 million, which is lower then the corresponding value for the year of 2007. Even under conditions of global economical depression, the company expects positive financial results for the current year comparable with results of the year of 2007. Aeroflot is one of the few airlines that completed the year of 2008 with profit.
Aeroflot is going to provide profitability by active reduction of non-productive outlays because of actual absence of any indebtedness and also because of the fact that recently the company has completed several projects of significant importance for company development.
Human resources development Human resources are is the key assets of the company. Major goal of Aeroflot in the field of human
resources management is attracting qualified professionals having strong potential necessary in the context of professional growth. Also the point is to provide attractive options of professional growth for company staff members, competitive level of labor compensations and provision of social security of all personnel of the company. Development of the system of efficiency indexes allowing to measure contribution of either each subdivision or separate employees into realization of strategic goals of the company and binding the system of labor compensations with realization of the strategy is of no less importance.
There are no plans regarding possible alterations of main activities.
4.4. Issuer’s participation in product, bank and financial groups, holdings, concerns and associations
Name of the group, holding, concern or association: IATA (International Air Transport Association) Participation term: From October 1989 up to now. Part (place) of the Issuer in the organization: The Issuer if the member of IATA Functions: The Issuer is represented in the Board of managers of IATA and in the following
permanent committees of IATA: Production, Financial, Cargo and Industrial subcommittees of IATA, committee for flight safety, for aviation safety, for execution of flights and maintenance.
Description of dependence of results of financial and business activities of the credit organization or the Issuer from the other members of product, bank or financial group, holding, concern or association: There is no any dependence of results of financial and business activities of the credit organization or the Issuer upon the other members of association, at the same time participation in IATA allows Aeroflot, OJSC to receive information necessary to carry out efficient business activities, i.e. information in form of IATA manuals on airlines codes, tariff policies, airport and air navigation charges, execution of passenger and cargo services, conclusion of interline agreements, guarantee of passenger rights, safety of flights, aviation security and information on legal issues of aviation business.
Participation in IATA’s activities, in particular in its regulatory bodies and committees, allows Aeroflot, OJSC to carry out its commercial activities under conditions close to optimal taking into account all aspects of current economical situation in the field of international air transportation.
Apart from aforesaid, participation of Aeroflot, OJSC in IATA allows keeping track of the last organizational and technological achievements in the sphere of provision of aviation safety and safety of flights, i.e. to remain abreast of the questions of primary importance for international civil aviation.
103
4.5. Affiliated and subordinate business companies of the Issuer 1. Full corporate name: Aeroflot-Plus, Closed Joint-Stock Company Short corporate name: Aeroflot-Plus, CJSC Place of location: Russian Federation, 125167, Leningradskoye chosse (highway), house 37, block 9 Grounds for recognizing the entity as affiliated company of the Issuer: Prevailing participation in
authorized capital of the Company: Share of the Issuer in authorized capital of the Company, %: 100 Fracture of ordinary shares of the entity owned by the Issuer, %: 100 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Main activities: Rendering air transportation services of high comfort and service (elite air
transportation) Significance of the company for Issuer’s activities: Investments Personal composition of Committee of directors of the company:
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Dmitry Petrovich Saprykin (the Chairman) 1974 0 0 Sergey Vladimirovich Aleksandrovsky 1976 0 0 Oleg Vitalyevich Novozhenin 1972 0 0 Irina Aleksandrovna Kazankova 1960 0 0 Sergey Gennadyevich Obryvalkin 1975 0 0
Sole Executive body of the company
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Sergey Valentinovich Gudkov 1965 0 0
Personal composition of collegial executive body of the company: Collegial executive body is not
provided. 2. Full corporate name: Avia-Leasing, Limited Liability Company Short corporate name: Avia-Leasing, LLC Place of location: Russian Federation, 125167, Leningradsky prospect (avenue), house 37, block 9 Reasons for recognition of the company as affiliated unit of the issuer: Prevailing participation in
authorized capital of the Company: Share of the Issuer in authorized capital of the Company, %: 100 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Main activities: Sales and purchase of aviation equipment, spare parts and ground-based equipment. Significance of the company for Issuer’s activities: Investments
104
Personal composition of Committee of directors of the company:
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary
shares of the Issuer owned by the entity,
%: Dmitry Stanislavovivh Senatorov (the Chairman) 1968 0 0 Aleksey Vladimirovich Melekhin 1977 0 0 Grounds for recognizing the entity as affiliated company of the Issuer:
1971 0 0
Sole Executive body of the company
Name, patronymic, surname Year of birth
Share of the entity in authorized capital of the
Issuer, %:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Irina Vladimirovna Balasanova
1960 0 0
Personal composition of Collegial Executive body of the company: Collegial executive body is not provided. 3. Full corporate name: Sherotel, Closed Joint-Stock Company Short corporate name: Sherotel, CJSC Reasons for recognition of the company as affiliated unit of the issuer: Prevailing participation in
authorized capital of the Company: Share of the Issuer in authorized capital of the Company, %: 100 Fracture of ordinary shares of the entity owned by the Issuer, %: 100 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Main activities: Rendering hotel services and services on offices leasing for natural persons and legal
entities. Significance of the company for Issuer’s activities: Accommodation of crews of Aeroflot, OJSC, giving
rooms for rent, investments.
Personal composition of Committee of directors of the company:
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary
shares of the Issuer owned by the entity,
%: Dmitry Petrovich Saprykin (the Chairman) 1974 0 0 Sergey Nikolaevich Kocharov 1947 0 0 Oleg Vitalyevich Novozhenin 1972 0 0 Sergey Vladimirovich Aleksandrovsky 1976 0 0 Irina Aleksandrovna Kazankova 1960 0 0 Yury Vladimirovich Nenakhov 1960 0 0
105
Sole Executive body of the company
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary
shares of the Issuer owned by the entity,
%: Sergey Nikolaevich Kocharov 1947 0 0
Personal composition of Collegial Executive body of the company: Collegial executive body is not provided. 4. Full corporate name: ALT Reiseburo A/C Short corporate name: ALT Reiseburo A/C Place of location: DK-162, Denmark, Copenhagen, Westerbrogait 6 Reasons for recognition of the company as affiliated unit of the issuer: Prevailing participation in
authorized capital of the Company: Share of the Issuer in authorized capital of the Company, %: 100 Fracture of ordinary shares of the entity owned by the Issuer, %: 100 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Main activities: Travel business Significance of the company for Issuer’s activities: Investments
Personal composition of Committee of directors of the company:
Name, patronymic, surname
Year of birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity, %:
Sergey Gennadyevich Obryvalkin (the Chairman) 1975 0 0 Aleksandr Aleksandrovich Bezlyudov 1950 0.0025 0.0025 Oleg Vitalyevich Novozhenin 1972 0 0 Saprykin Dmitry Petrovich 1974 0 0
Sole Executive body of the company
Name, patronymic, surname
Year of birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity, %:
Aleksandr Aleksandrovich Bezlyudov 1950 0.0025 0.0025 Personal composition of collegial executive body of the company: Collegial executive body is not
provided. 5. Full corporate name: Aeroflot-Riga, Limited Liability Company Short corporate name: Aeroflot-Rig, LLC Place of location: LV-1010 Latvia, Riga Skolas street, house 9 Reasons for recognition of the company as affiliated unit of the issuer: Prevailing participation in
authorized capital of the Company: Share of the Issuer in authorized capital of the Company, %: 100 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0
106
Main activities: Selling tickets, accommodation of the crews of Aeroflot, OJSC Significance of the company for Issuer’s activities: Investments Personal composition of Committee of directors of the company:
Name, patronymic, surname
Year of birth
Share of the entity in
authorized capital of the
Issuer, %:
Fracture of ordinary shares of the Issuer owned by the entity, %:
Sergey Gennadyevich Obryvalkin (the Chairman) 1975 0 0 Saprykin Dmitry Petrovich 1974 0 0 Oleg Vitalyevich Novozhenin 1972 0 0
Sole Executive body of the company
Name, patronymic, surname
Year of birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity, %:
Konstantin Nokolaevich Kozyrev 1954 0 0 Personal composition of Collegial Executive body of the company: Collegial executive body is not provided. 6. Full corporate name: Moskwa, Insurance Company, Open Joint-Stock Company Short corporate name: IC Moskwa, OJSC Reasons for recognition of the company as affiliated unit of the issuer: Prevailing participation in
authorized capital of the Company: Share of the Issuer in authorized capital of the Company, %: 100 Fracture of ordinary shares of the entity owned by the Issuer, %: 100 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Main activities: CNC insurance (comprehensive and collision insurance), liability insurance, accident
insurance, insurance of other kinds of activities Significance of the company for Issuer’s activities: CNC insurance (comprehensive and collision
insurance), liability insurance, accident insurance, insurance of affiliated and subordinate companies of Aeroflot, investments
Personal composition of Committee of directors of the company:
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Dmitry Petrovich Saprykin (the Chairman) 1974 0 0 Nikolay Borisovich Aktukhov 1970 0 0 Oleg Vitalyevich Novozhenin 1972 0 0 Sergey Ivanovich Shakhmatov 1956 0.0001 0.0001 Anatoly Vladimirovich Slyusar 1971 0 0
107
Sole Executive body of the company
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Sergey Ivanovich Shakhmatov 1956 0.0001 0.0001 Personal composition of Collegial Executive body of the company:
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Sergey Ivanovich Shakhmatov (the Chairman) 1956 0.0001 0.0001 Dmitry Anatolyevich Kallistov 1968 0 0 Elena Vasilyevna Smolyaninova 1966 0 0
7. Full corporate name: Aeroflot-Cargo, Closed Joint-Stock Company Short corporate name: Aeroflot-Cargo, CJSC
Place of location: 141580, Solnechnogorsky area, Dubrovky village, Aeroportovskaya Street, house 2 Reasons for recognition of the company as affiliated unit of the issuer: Prevailing participation in
authorized capital of the Company: Share of the Issuer in authorized capital of the Company, %: 100 Fracture of ordinary shares of the entity owned by the Issuer, %: 100 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Main activities: Cargo, post and luggage domestic and international air transportation on commercial
basis Significance of the company for Issuer’s activities: Execution of cargo air transportation including joint
projects with Aeroflot, OJSC Personal composition of Committee of directors of the company:
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Vladimir Nikolaevich Antonov (the Chairman) 1953 0.0004 0.0004 Vladimir Vladislavovich Gerasimov 1957 0.0025 0.0025 Nina Borisovna Knyazeva 1973 0 0 Oleg Konstantinovich Korolev 1963 0 0 Andrey Pavlovich Trusov 1967 0 0 Oleg Vitalyevich Novozhenin 1972 0 0 Saprykin Dmitry Petrovich 1974 0 0
108
Sole Executive body of the company
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Oleg Konstantinovich Korolev 1963 0 0
Personal composition of Collegial Executive body of the company:
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Victor Vladimirovich Glukhovsky 1964 0 0 Oleg Konstantinovich Korolev (the Chairman) 1963 0 0 Vitaly Petrovich Gapon 1954 0 0 Olga Andreevna Stepanova 1977 0 0 Aleksey Leonidovich Govorov 1977 0 0
8. Full corporate name: Aeroflot-Finance, Limited Liability Company Short corporate name: Aeroflot-Finance, LLC Place of location: Russian Federation, 127051, Moscow, Petrovka Street, house 20/1 Reasons for recognition of the company as affiliated unit of the issuer: Prevailing participation in
authorized capital of the Company: Share of the Issuer in authorized capital of the Company, %: 100 Share of the entity in authorized capital of the Issuer, %: 0.99 Fracture of ordinary shares of the Issuer owned by the entity, %: 0.99 Description of main kind of company activities: Execution of business of professional participant of equity market (on stock market). Description of significance of the company for Issuer’s activities: Execution of business of professional participant of equity market (on stock market). Personal composition of the Board of directors of the company: Board of directors has not been formed. Sole Executive body of the company
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Dmitry Eugenyevich Nelyubin 1974 0 0
Personal composition of collegial executive body of the company: Collegial executive body is not
provided by the Chart.
9. Full corporate name: DONAVIA, Open Joint-Stock Company, Short corporate name: DONAVIA, OJSC
Place of location: 344009, Russia, Rostov-on-Don, Sholokhova Street, house 272 Reasons for recognition of the company as affiliated unit of the issuer: Prevailing participation in
authorized capital of the Company: Share of the Issuer in authorized capital of the Company, %: 100
109
Fracture of ordinary shares of the entity owned by the Issuer, %: 100 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Description of main kind of company activities: Domestic and international air transportation on
regular and charter basis. Description of significance of the company for Issuer’s activities: Execution of air transportation including joint projects with Aeroflot, OJSC. Personal composition of Committee of directors of the company:
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Sergey Gennadyevich Obryvalkin (the Chairman) 1975 0 0 Ivan Gennadyevich Batanov 1980 0 0 Aleksey Vladimirovich Melekhin 1977 0 0 Oleg Vitalyevich Novozhenin 1972 0 0 Nina Borisovna Knyazeva 1973 0 0 Konstantin Petrovich Plotnikov 1967 0 0 Trusov Andrey Pavlovich 1967 0 0 Sole Executive body of the company
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Mikhail Stepanovich Kritsky 1950 0 0 Personal composition of Collegial Executive body of the company:
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Mikhail Stepanovich Kritsky (the Chairman) 1950 0 0 Valery Georgievich Chabanyan 1950 0 0 Dmitry Konstantinovich Kashilov 1969 0 0 Vladimir Ivanovich Dyshkant 1952 0 0 Denis Sergeevich Matyushenko 1978 0 0 Andrey Mikhailovich Kritsky 1977 0 0 Besyky Givievich Kvirkviya 1966 0 0
10. Full corporate name: Terminal, Opened Joint-Stock Company, Short corporate name: Terminal,
OJSC 141400, Moscow district, Khimki, Sheremetyevo-2, Building 3, office 1109 Reasons for recognition of the company as affiliated unit of the issuer: Prevailing participation in
authorized capital of the Company: Share of the Issuer in authorized capital of the Company, %: 52.82
110
Fracture of ordinary shares of the entity owned by the Issuer, %: 52.82 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Description of main kind of company activities: Organization of construction of new air terminal
complex at Sheremetyevo airport (hereinafter referred to as the “Terminal”), processing of ownership rights for the Terminal and further operation of the Terminal including by usage of other companies' services
Description of significance of the company for Issuer’s activities: Investments
Personal composition of Committee of directors of the company:
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Vadim Mikhailovich Vasilenko 1960 0 0 Mikhail Igorevich Poluboyarinov (the Chairman) 1966 0.0004 0.0004 Saprykin Dmitry Petrovich 1974 0 0 Alena Victorovna Deryabina 1970 0 0 Petr Mikhailovich Fradkov 1978 0 0 Andrey Yuryevich Chikhanchin 1982 0 0 Albert Yuryevich Sherbakov 1967 0 0 Sole Executive body of the company
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Albert Yuryevich Sherbakov 1967 0 0
Personal composition of Collegial Executive body of the company: Collegial Executive body is not
provided. 11. Full corporate name: Aeromar, Closed Joint-Stock Company Short corporate name: Aeromar, CJSC 141426, Moscow district, Khimki, Sheremetyevskoye chosse (highway), house 31 Reasons for recognition of the company as affiliated unit of the issuer: Prevailing participation in
authorized capital of the Company: Share of the Issuer in authorized capital of the Company, %: 51 Fracture of ordinary shares of the entity owned by the Issuer, %: 51 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Description of main kind of company activities: Onboard catering services and complex of other
onboard services for Russian and foreign airlines on the territory of Russian Federation and abroad Description of significance of the company for Issuer’s activities: Catering services for flights by
Aeroflot, OJSC
111
Personal composition of Committee of directors of the company:
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Vadim Yakovlevich Zingman (the Chairman) 1970 0 0 Vladimir Vladislavovich Gerasimov 1957 0.0025 0.0025 Victoriya Eugenyevna Yuryeva 1954 0 0 Vladimir Yuan-Dzenovich Dzhao 1960 0 0 Frad O'Hara 1942 0 0 Christoph Sharpe Lutz 1969 0 0 Alfred Anthony Rigler 1965 0 0 Ulrikh Ruger 1942 0 0 Sole Executive body of the company
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Vladimir Yuan-Dzenovich Dzhao 1960 0 0 Personal composition of Collegial Executive body of the company:
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Vladimir Yuan-Dzenovich Dzhao (the Chairman) 1960 0 0 Dirk Kunemund 1966 0 0 Gunnar Kind 1970 0 0 Gulkay Nigmatzyanovna Yurchuk 1956 0 0
12. Full corporate name: Nordavia-Regionalnye Avialinyiy (Nordavia-Regional Airlines), Closed Joint-
Stock Company Short corporate name: Nordavia, CJSC Place of location: 163053, Russia, Arkhangelsk, Talagy Airport Reasons for recognition of the company as affiliated unit of the issuer: Prevailing participation in
authorized capital of the Company: Share of the Issuer in authorized capital of the Company, %: 51 Fracture of ordinary shares of the entity owned by the Issuer, %: 51 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Description of main kind of company activities: Passenger, luggage, cargo, post international and
domestic air services on commercial basis in compliance with requirements of Air Code of Russian Federation and other regulations of Russian Federation and the Company
Description of significance of the company for Issuer’s activities: Execution of air transportation including joint projects with Aeroflot, OJSC.
112
Personal composition of Committee of directors of the company:
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Vladimir Nikolaevich Antonov (the Chairman) 1953 0.0004 0.0004 Aleksandr Pavlovich Voloshuk 1970 0 0Sergey Vladimirovich Aleksandrovsky 1976 0 0 Vladimir Vladislavovich Gerasimov 1957 0.0025 0.0025 Margarita Valeryevna Yakimets 1973 0 0Yury Borisovich Boyarkin 1961 0 0 Nokolay Alekseevich Soloviev 1948 0 0 Mariya Vladimirovna Kozhina 1960 0 0 Yaroslav Yaroslavovich Pronyuk 1965 0 0 Sole Executive body of the company
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Oleg Vladimirovich Usmanov 1961 0 0
Personal composition of Collegial Executive body of the company: Collegial executive body is not provided. 13. Full corporate name: Aeroport-Moskwa (Airport-Moscow), Limited Liability Company Short corporate name: Aeroport-Moskwa, LLC Place of location: 124340, Moscow district, Khimki area, Sheremetyevo-1 Reasons for recognition of the company as affiliated unit of the Issuer: Issuer's share in authorized
capital of the Company is 20%. Share of the Issuer in authorized capital of the Company, %: 50 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Description of main kind of company activities: Passenger and cargo servicing, aircrafts maintenance
and commercial airfield servicing. Description of significance of the company for Issuer’s activities: Execution of loading and unloading
works for Aeroflot, OJSC. Personal composition of Committee of directors of the company:
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Vladimir Vladimirovich Smirnov (the Chairman) 1959 0.0026 0.0026 Irina Aleksandrovna Kazankova 1960 0 0 Sergey Vladimirovich Aleksandrovsky 1976 0 0 Miki Takekhiko 1968 0 0 Thomas Watt 1958 0 0 Alan Fletcher 1950 0 0 Thomas Derichebourg 1976 0 0
113
Sole Executive body of the company
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Valery Igorevich Bolshakov 1964 0.0025 0.0025 Personal composition of Collegial Executive body of the company:
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Aleksandr Vyacheslavovich Novichkov (the Chairman) 1957 0.0026 0.0026 Aleksandr Vadimovich Andreev 1972 0 0 Valery Igorevich Bolshakov 1964 0.0025 0.0025 Natalia Mikhailovna Victorova 1953 0 0 Eugeny Petrovich Komendantsky 1953 0 0
14. Full corporate name: DATE, Closed Joint-Stock Company Short corporate name: DATE, CJSC Place of location: 125829, Russia, Leningradsky prospect, house 64, office 129 Reasons for recognition of the company as affiliated unit of the Issuer: Issuer's share in authorized
capital of the Company is 20%. Share of the Issuer in authorized capital of the Company, %: 50 Fracture of ordinary shares of the entity owned by the Issuer, %: 50 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Description of main kind of company activities: Rendering services and facilitation at airport, ground-
based servicing and other aviation servicing in the area of International Airport of Sheremetyevo-2 Description of significance of the company for Issuer’s activities: Passenger servicing in first class salon
in Sheremetyevo-2 airport. Personal composition of Committee of directors of the company:
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Sergey Gennadyevich Obryvalin (the Chairman) 1975 0 0Sergey Vladimirovich Aleksandrovsky 1976 0 0 Saprykin Dmitry Petrovich 1974 0 0Ivan Dezelik 1947 0 0 Vinay Dube 1967 0 0 Steve Jensen 1952 0 0
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Sole Executive body of the company
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Igor Genrikhovich Kuzmin 1954 0 0 Personal composition of Collegial Executive body of the company:
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Igor Genrikhovich Kuzmin (the Chairman) 1954 0 0 Ivan Dezelik 1947 0 0
15. Full corporate name: AM-Terminal, Limited Liability Company Short corporate name: AM-Terminal, LLC Place of location: 124340, Moscow district, Khimki area, Sheremetyevo-1 Airport Reasons for recognition of the company as affiliated unit of the Issuer: Issuer's share in authorized
capital of the Company is 20%. Share of the Issuer in authorized capital of the Company, %: 49 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Description of main kind of company activities: Passenger and cargo servicing, aircrafts maintenance
and commercial servicing; rendering passenger services, ground-based and commercial servicing of aircrafts at the airfields.
Description of significance of the company for Issuer’s activities: Investments Personal composition of Committee of directors of the company:
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Yury Vladimirovich Nenakhov 1960 0 0 Aleksandr Vyacheslavovich Novichkov 1957 0.0026 0.0026 Valery Igorevich Bolshakov 1964 0.0025 0.0025 Sole Executive body of the Company:
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Aleksandr Vyacheslavovich Novichkov 1957 0.0026 0.0026
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Personal composition of Collegial Executive body of the company: Collegial Executive body is not provided.
16. Full corporate name: Transnautic Aero GmbH, Air Transport Agency Short corporate name: Transnautic Aero GmbH Place of location: Germany, 60549, Frankfurt on the Main, Airport, Cargo City Zud, building
639A
Reasons for recognition of the company as affiliated unit of the Issuer: Issuer's share in authorized capital of the Company is 20%.
Share of the Issuer in authorized capital of the Company, %: 49 Fracture of ordinary shares of the entity owned by the Issuer, %: 49 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Description of main kind of company activities: Sales and accounting of cargo services. Description of significance of the company for Issuer’s activities: Investments Personal composition of Committee of directors of the company:
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Mikhail Nokolaevich Fedosov 1976 0 0 Oleg Konstantinovich Korolev 1963 0 0 Igor Eugenyevich Kotov (the Chairman) 1946 0 0 Andrey Konstantinovich Kozlov 1959 0 0 Sole Executive body of the company
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Michael Steck 1946 0 0 Vladimir Andreevich Golov 1947 0 0
Personal composition of Collegial Executive body of the company: Collegial Executive body is not
provided. 17. Full corporate name: AeroMASH-Aviatsionnaya Bezopasnost (AeroMASH-Aviation Safety), Closed
Joint-Stock Company Short corporate name: AeroMASH-AB, CJSC 141426, Moscow district, Khimki, Sheremetyevo-1, Post box No. 60 Reasons for recognition of the company as affiliated unit of the Issuer: Issuer's share in authorized
capital of the Company is 20%. Share of the Issuer in authorized capital of the Company, %: 45 Fracture of ordinary shares of the entity owned by the Issuer, %: 45 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Description of main kind of company activities: Preflight examination of passengers, crew members of
civil aircrafts, servicing staff, hand luggage, cargo, post and on-board stock of aircrafts. Description of significance of the company for Issuer’s activities: Provision of aviation safety of
passengers and aircrafts of Aeroflot, OJSC
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Personal composition of Committee of directors of the company:
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Vladimir Nikolaevich Antonov (the Chairman) 1953 0.0004 0.0004 Sergey Vladimirovich Aleksandrovsky 1976 0 0 Aleksandr Alekseevich Nevzorov 1952 0 0 Leonid Pavlovich Lyubezny 1956 0 0 Dmitry Vyacheslavovich Kalinin 1966 0 0 Elena Aleksandrovna Shmorgun 1969 0 0 Sole Executive body of the company
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Aleksandr Alekseevich Nevzorov 1952 0 0
Personal composition of Collegial Executive body of the company: Collegial Executive body is not
provided. 18. Full corporate name: Aerofirst, Closed Joint-Stock Company Short corporate name: Aerofirst, CJSC Place of location: 141400, Moscow district, Khimki area, Sheremetyevo-2, plot 309 Reasons for recognition of the company as affiliated unit of the Issuer: Issuer's share in authorized
capital of the Company is 20%. Share of the Issuer in authorized capital of the Company, %: 33.33 Fracture of ordinary shares of the entity owned by the Issuer, %: 33.33 Share of the entity in authorized capital of the Issuer, %: Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Description of main kind of company activities: Free trade via duty free stores at Sheremetyevo-1 and
Sheremetyevo-2 airports. Description of significance of the company for Issuer’s activities: Investments Personal composition of Committee of directors of the company:
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Vladimir Nikolaevich Antonov (the Chairman) 1953 0.0004 0.0004 Saprykin Dmitry Petrovich 1974 0 0 Dmitry Vyacheslavovich Kalinin 1966 0 0 Sergey Aleksandrovich Ponkin 1968 0 0 Mikhail Shalvovich Dzamashvili 1945 0.0025 0.0025 Emon Foley 1953 0 0 Nick Forbs 1970 0 0
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Sole Executive body of the company
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Mikhail Shalvovich Dzamashvili 1945 0.0025 0.0025 Personal composition of Collegial Executive body of the company:
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Mikhail Shalvovich Dzamashvili (the Chairman) 1945 0.0025 0.0025 Yury Grigoryevich Kalashnikov 1957 0.0025 0.0025 Aleksandr Illarionovich Prokhorov 1948 0.0025 0.0025 Tatiana Mikhailovna Popova 1950 0 0 Adrian Donovan 1955 0 0 Michael Hennessy 1966 0 0
19. Full corporate name: Toplivno-Zapravochny Complex Sheremetyevo (Fuel filling complex of
Sheremetyevo), Closed Joint-Stock Company Short corporate name: Toplivno-Zapravochny Complex Sheremetyevo, CJSC Place of location: 14100, Moscow district, Khimki area, Sheremetyevo International Airport Reasons for recognition of the company as affiliated unit of the Issuer: Issuer's share in authorized
capital of the Company is 20%. Share of the Issuer in authorized capital of the Company, %: 31 Fracture of ordinary shares of the entity owned by the Issuer, %: 31 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Description of main kind of company activities: Organization, supply and execution of fuels and
lubricants and special liquids filling of the aircrafts, aviation and ground-based equipment. Description of significance of the company for Issuer’s activities: Filling of aircrafts of Aeroflot, OJSC
with fuels and lubricants. Personal composition of Committee of directors of the company:
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Vladimir Vladislavovich Gerasimov 1957 0.0025 0.0025 Valery Jackovich Kazikaev 1954 0 0 Svetlana Eugenyevna Gorobtsova 1980 0 0 Vadim Mikhailovich Vasilenko (the Chairman) 1960 0 0 Dmitry Vyacheslavovich Kalinin 1966 0 0 Saprykin Dmitry Petrovich 1974 0 0
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Sole Executive body of the company
Name, patronymic, surname Year of
birth
Share of the entity in
authorized capital of the Issuer,
%:
Fracture of ordinary shares of the Issuer owned by the entity,
%: Valery Jackovich Kazikaev 1954 0 0 Personal composition of Collegial Executive body of the company: Collegial executive body is not provided.
4.6. Composition, structure and value of Issuer’s fixed assets; information on plans concerning acquisition, replacement, retirement of fixed assets, and all facts of charge of Issuer’s fixed assets
According to point 3.12 of “Regulation on disclosure of information by issuers of equity securities”
(Order No. 06-117/пз-н of FFMS (Federal Financial Markets Service) of Russia of 10.10.2006), information is not provided.
119
V. Information on financial and business activities of the Issuer According to point 3.12 of “Regulation on disclosure of information by issuers of equity securities”
(Order No. 06-117/пз-н of FFMS (Federal Financial Markets Service) of Russia of 10.10.2006), information is not provided.
120
VI. Detailed information on persons included into Issuer’s Regulatory bodies, Issuer’s bodies for control over its financial and business activities and summary on Issuer’s employees (staff members) According to point 3.12 of “Regulation on disclosure of information by issuers of equity securities”
(Order No. 06-117/пз-н of FFMS (Federal Financial Markets Service) of Russia of 10.10.2006), information is not provided.
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VII. Information on participants (shareholders) of the Issuer and transactions of interest closed by the Issuer
7.1. Information on total number of shareholders (participants) of the Issuer For the issuers registered as joint-stock companies, total number of persons entered into the register of
Issuer’s shareholders by the date of approval of the Prospectus should be specified hereunder: Total number of shareholders is 11,230 persons.
Total number of Issuer’s nominal shareholders is 11 persons.
7.2. Information on participants (shareholders) of the Issuer owing at least 5 percent of its authorized (joint-stock) capital (unit trust) or no less then 5 percent of its ordinary shares; and information on participants (shareholders) of such entities owing at least 20 percent of authorized (joint-stock) capital (unit trust) or no less then 20 percent of their ordinary shares
The present point should be filled with the Issuers registered as commercial organizations. If there are persons owing no less then 5 percent of authorized (joint-stock) capital (unit trust) of the
Issuer or no less then 5 percent of ordinary shares of the Issuer among Issuer’s shareholders (participants), the following information should be specified on each of them:
Full corporate name: The Russian Federation represented by the Federal Agency for State Property Management.
Short corporate name: Rosimushestvo TIN: 7710723134 Place of location: Russian Federation, 103685, Moscow, Nikolsky pereulok (alley), house 9 Share of the entity in authorized capital of the Issuer, %: 51,173 % Fracture of ordinary shares of the Issuer owned by the entity, %: 51,173 %
The shareholders of above mentioned entity owing no less then 20 percent of its authorized (joint-stock)
capital (unit trust) or no less then 20 percent of its ordinary shares: There are no such persons. If Issuer’s shares constituting no less then 5% of authorized capital or no less then 5 percent of ordinary
shares are entered into the Register of shareholders of the Issuer in the name of nominal holder, such fact should be mentioned hereunder. Hereunder the following information should be specified on each of nominal holders named above:
1. Full corporate name: National Dispatch Center, Closed Joint-Stock Company Short corporate name: NDC, CJSC Place of location: Moscow, Sredny Kislovsky pereulok (alley), house 1/13, building 4 Postal address: Russian Federation, 105062, Moscow, Mashkova Street, house 13, building 1 Phone: (495) 23205 20 Fax: (495) 9560938 E-mail address: [email protected] Information on the license of professional participant of equity market
Number: 177-03431-000100 Date of issue: 4.12.2000 Duration of licence: unlimited Licensing authority: Federal Securities Commission of Russia Number of ordinary shares of the Issuer entered into the Register of shareholders of the Issuer in the name
of nominal holder: 205,007,218 shares.
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2. Full corporate name: Depositarno-Kliringovaya kompaniya (Depositary and Clearing Company), Closed Joint-Stock Company
Short corporate name: DKK, CJSC Place of location: Russian Federation, Moscow, Shabolovka Street, house 31, building B Phone: (495) 956 09 99 Fax: (495) 232 68 04 E-mail address: [email protected] Information on the license of professional participant of equity market
Number: 177– 06236-000100 Date of issue: October 9, 2002 Expiration date: unlimited term of validity Authority issuing specified licence: Federal Securities Commission of Russia (FSCR) Number of ordinary shares of the Issuer entered into the Register of shareholders of the Issuer in the name
of nominal holder: 173,503,728 shares.
7.3. Information on market share of the state or municipality in authorized (joint-stock) capital (unit trust) of the Issuer and if such holder has special rights (“golden share”)
Information on market share of the state (municipality) in authorized (joint-stock) capital (unit trust) of
the Issuer and its special rights. Market share of the Issuer owned by the state (federal entity, constituent territory of the Russian
Federation) or municipality: 51.17% Portfolio manager, i.e. the person performing functions of Issuer’s shareholder in the name of the Russian
Federation: Federal Agency for State Property Management Place of location: Russian Federation, 103685, Moscow, Nikolsky pereulok (alley), house 9 If the Russian Federation, constituent territories of the Russian Federation or municipalities have a right to
participate in Issuer’s management (right of the "golden share"): Specified above right is not provided.
7.4. Limitations on participation in authorized (joint-stock) capital (unit trust) of the Issuer
The present point should be filled with the Issuers registered as commercial organizations. If any restrictions or limitations on either number of shares owned by one shareholder, and/or their total
face value and/or maximal number of voices provided for one shareholder, are set by the Chart of the Issuer (registered as Joint-Stock company), it should be mentioned hereunder: there are no such limitations.
If limitations on market share of foreign entities or persons in authorized capital of the Issuer are set by the existing legislation or regulations of the Russian Federation, it should be mentioned hereunder: there are no such limitations.
Other limitations on participation in authorized (joint-stock) capital (unit trust) of the Issuer: there are no any other conditions.
7.5. Information on alterations of composition and measure of market shares of Issuer's shareholders owing no less then 5 percent of its authorized (joint-stock) capital (unit trust) or no less then 5 percent of its ordinary shares
According to point 3.12 of “Regulation on disclosure of information by issuers of equity securities”
(Order No. 06-117/пз-н of FFMS (Federal Financial Markets Service) of Russia of 10.10.2006), information is not provided therein.
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7.6. Information on transactions of interest closed by the Issuer According to point 3.12 of “Regulation on disclosure of information by issuers of equity securities”
(Order No. 06-117/пз-н of FFMS (Federal Financial Markets Service) of Russia of 10.10.2006), information is not provided therein.
7.7. Information on measure of accounts receivable According to point 3.12 of “Regulation on disclosure of information by issuers of equity securities”
(Order No. 06-117/пз-н of FFMS (Federal Financial Markets Service) of Russia of 10.10.2006), information is not provided therein.
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VIII. Issuer’s accounting statements and other financial information
8.1. Annual accounting statements of the Issuer Composition of annual accounting statements of the Issuer attached to the Prospectus should be specified
hereunder: a) annual accounting statements of the Issuer for the last three completed financial years previous to the
date of approval of the Prospectus, which due date has expired according to the existing legislation of the Russian Federation, or for the each completed financial year in case the Issuer has been carrying out its activities for less then three years, compiled in compliance with requirements of existing legislation of the Russian Federation, including attached audit report on the specified accounting statements. (In version of Order No. 09-17/пз-н by FFMS (Federal Financial Markets Service) of 02.06.2009)
Accounting statements of the Issuer for 2006-2008 comprises of the following documents: - balance sheet (form No.1); - profit and loss statement (form No. 2); - statement of changes in equity (form No. 3); - cash flow statement (form No. 4); - appendixes to the balance sheet (forms No.5); - explanatory note; - audit report. See Appendix No. 1 to the Prospectus. b) If the Issuer has annual accounting statements composed according to International Accounting
Standards (IAS) or US GAAP (Generally Accepted Accounting Principles), such accounting statement of the Issuer for the period specified above should be attached in Russian as addition. At this, the Issuer should separately specify that such accounting statements are prepared according to International Accounting Standards (IAS) or US GAAP (Generally Accepted Accounting Principles).
The Issuer does not have annual accounting statements prepared according to International Accounting Standards (IAS) or US GAAP (Generally Accepted Accounting Principles).
8.2. Quarterly accounting statements of the Issuer for the last completed reporting quarter
Composition of quarterly accounting statements of the Issuer attached to the Prospectus should be
specified hereunder: a) Quarterly accounting statements of the Issuer for the last completed reporting quarter previous to the
date of approval of the Prospectus, which due date has expired according to the existing legislation of the Russian Federation, prepared in compliance with requirements of the existing legislation of the Russian Federation.
The following accounting statements of the Issuer for the 3rd quarter of the year of 2009 are included into the present Prospectus: (Appendix No. 1) Quarterly accounting statements comprise the following forms:
- Balance sheet (from No. 1); - Cash flow statement (form No. 2); b) If the Issuer has quarterly accounting statements prepared according to International Accounting
Standards (IAS) or US GAAP (Generally Accepted Accounting Principles), such accounting statement of the Issuer for the period specified above should be attached in Russian as addition. At this, the Issuer should separately specify that such accounting statements are prepared according to International Accounting Standards (IAS) or US GAAP (Generally Accepted Accounting Principles).
The Issuer does not have quarterly accounting statements prepared according to International Accounting Standards (IAS) or US GAAP (Generally Accepted Accounting Principles).
125
8.3. Consolidated accounting statements of the Issuer for the last three completed financial years or for each completed financial year
Composition of consolidated accounting statements of the Issuer attached to the Prospectus should be
specified hereunder: a) consolidated accounting statements of the Issuer compiled in compliance with requirements of existing
legislation of the Russian Federation for the last three completed financial years previous to the date of approval of the Prospectus (or for the each completed financial year in case the Issuer has been operating for less then three years), which due date has expired according to the existing legislation of the Russian Federation. At this, the Issuer should disclose the basis of such statements preparation including main provisions of accounting policy being of substantial importance for compilation of consolidated accounting statements of the Issuer.
Consolidated accounting statements of the Issuer for 2006-2008 comprise the following documents: - audit report; - balance sheet (form No.1); - profit and loss statement (form No. 2); - explanations to consolidated balance sheet and consolidated profit and loss statement. Consolidated accounting statements of the Issuer for the year of 2007 comprise the following
documents: - audit report; - balance sheet (form No.1); - profit and loss statement (form No. 2); - explanations to consolidated balance sheet and consolidated profit and loss statement. Consolidated accounting statements of the Issuer for the year of 2008 comprise the following
documents: - audit report; - balance sheet (form No.1); - profit and loss statement (form No. 2); - explanations to consolidated balance sheet and consolidated profit and loss statement. See Appendix No. 2 to the Prospectus. b) If the Issuer has consolidated accounting statements composed according to International Accounting
Standards (IAS), the Issuer should attach such accounting statements for the last three completed financial years previous to the date of approval of the Prospectus, or for the each completed financial year in case the Issuer has been carrying out its activities or composing its accounting statements according to International Accounting Standards (IAS) for less then three years. Audit report (if any) should be attached to the submitted consolidated accounting statements. Specified accounting statements should be submitted in Russian. At this, the Issuer should separately specify that such accounting statements are prepared according to International Accounting Standards (IAS). If the Issuer submits consolidated accounting statements composed according to International Accounting Standards (IAS), the Issuer does not have to submit consolidated accounting statements of the Issuer composed according to requirements set by the existing legislation of Russian Federation as well.
Consolidated accounting statements of the Issuer for the last three completed financial years of 2006, 2007 and 2008, previous to the date of approval of the Prospectus, prepared according to International Accounting Standards (IAS) are attached as Appendix No. 3.
8.4. Information on account policy of the Issuer Account policy of the Issuer, set on its own account in accordance with the existing legislation of the
Russian Federation for accounting and approved by the order or instruction of the person responsible for organization and state of affairs of Issuer’s accounting, should be disclosed hereunder.
Issuer’s account policy for the years from 2006 to 2009 should be included into the present Prospectus: Account policy is included into Appendix No. 1 to the present Prospectus.
126
8.5. Information on sum total of export and the share of export in the total volume of sales
According to point 3.12 of “Regulation on disclosure of information by issuers of equity securities”
(Order No. 06-117/пз-н of FFMS (Federal Financial Markets Service) of Russia of 10.10.2006), information is not provided therein.
8.6. Information on price of Issuer’s immovable property and substantial alterations concerning composition of Issuer’s property after expiration of the last completed financial year
According to point 3.12 of “Regulation on disclosure of information by issuers of equity securities”
(Order 06-117/пз-н of FFMS (Federal Financial Markets Service) of Russia of 10.10.2006 No.), information is not provided therein.
8.7. Information on Issuer’s participation in court proceedings if such participation may cause substantial influence on financial and business activities of the Issuer
Information on participation of the Issuer in court proceedings (including indication of punitive sanctions
imposed by judicial body) should be specified hereunder in case such participation may exert substantial influence on financial and business activities of the Issuer within three years previous to the date of approval of the Prospectus or within shorter period if the Issuer has been carrying out its activities for less then three years.
The Issuer has not been participant of any court proceedings which may influence its financial and business activities, within three years previous to the date of approval of the Prospectus.
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IX. Detailed information on placement and conditions of placement of equity securities
A: Exchange-traded bonds of БО-01 series
9.1. Information on placed securities
9.1.1. General information Kind of placed securities: Exchange-traded bearer bonds. Series: БО-01 Other identification features of securities to be placed: Inconvertible interest-bearing documentary
exchange-traded bearer bonds of БО-01 series with mandatory centralized storage (hereinafter referred to as the “Exchange-traded bonds”) early repayable upon demand of the owners and at discretion of the Issuer.
Maturity date: Date of start: The 1092nd (one thousand ninety second) day after start of placement of Exchange-traded bonds of the
issue. Date of end: Dates of the start and the end of redemption of issued Exchange-traded bonds are the same. Face value of each placed security (in case face value of placed securities is provided by the legislation of
Russian Federation): RUR 1,000 (one thousand rubles). Number of placed securities: 6,000,000 (six million) pieces Total amount of securities by face value (in case face value of placed securities is provided by the
legislation of Russian Federation) RUR 6,000,000,000 (six billion rubles) Form of placed securities: documentary exchange-traded bearer bonds with mandatory centralized
storage. Full and short corporate names, place of location of depositary which is going to provide centralized
storage of placed securities, number, date of issue and duration of depository business licence, and name of authority issued the license should be specified hereunder.
Mandatory centralized storage of Exchange-traded bonds is provided. Depositary undertaking centralized storage: Full corporate name: National Dispatch Center, Closed Joint-Stock Company Short corporate name: NDC, CJSC Place of location: Moscow, Sredny Kislovsky pereulok (alley), house 1/13, building Postal address: Russian Federation, 105062, Moscow, Mashkova Street, house 13, building 1 TIN: 7703394070 Phone: +7 (495) 956-27-89, +7 (495) 956-27-90 Number of depository business licence of professional participant of equity market: 177-03431-000100 Date of issue: 4.12.2000 Duration of licence: unlimited Licensing authority: Federal Securities Commission of Russia Issue of all Exchange-traded bonds should be executed by one certificate (hereunder referred to as the
“Certificate”) subject to mandatory centralized storage in NDC (hereinafter referred to as the “Depositary” or “NDC”). The Issuer should transfer the Certificate to NDC for storage before start of placement. Issuing
128
and handing separate certificates of Exchange-traded bonds over to the owners personally, is not provided. Owners of Exchange-traded bonds have no right to demand personal provision of the Certificate.
Accounting and certification of rights to Exchange-traded bonds, accounting and certification of transfer of Exchange-traded bonds including cases of charging Exchange-traded bonds by liabilities, should be undertaken by NDC performing functions of Depositary and by the depositaries being the depositors of NDC (hereinafter together referred to as the "Depositaries").
Property rights for Exchange-traded bonds should be provided by statements of deposit accounts issued
by NDC and Depositaries, which are depositors of NDC, to the holders of Exchange-traded bonds. Property right to Exchange-traded bonds is transferred from one person to another at the moment of
entering incoming item to deposit account of purchaser of Exchange-traded bonds at NDC and Depositaries, which are depositors of NDC.
At redemption, Exchange-traded bonds should be charged-off deposit accounts after the Issuer fulfils
all its obligations against the owners of Exchange-traded bonds regarding payment of face value and coupon profit of Exchange-traded bonds. Redemption of Exchange-traded bonds Certificate should be executed after charging all Exchange-traded bonds off deposit accounts opened at NDC.
Procedure of accounting and transfer of rights for documentary equity securities with mandatory
centralized storage, is regulated by the Federal law No. 39-FZ “On equity market” of 22.04.96 , Regulation on depository business in Russian Federation approved by decree of Federal Securities Commission of Russia No. 36 of 16.10.97.
According to the Federal Law “On Equity Market”: - In case of storing Certificates of documentary bearer securities and/or keeping record of rights to
such securities at the depositary, right to documentary bearer security should be transferred to the purchaser at the moment of making credit entry to the deposit account of the purchaser.
Rights empowered by equity security, should be transferred to the purchaser of such security since the moment of transfer of rights to such security.
- In case of storing documentary equity security certificates at Depositaries, the rights empowered by such securities should be exerted based on the certificates presented by such depositaries by order provided by depository contracts with the owners along with the list of such owners attached. In this case, the Issuer should provide exercise of the rights to bearer securities for the person included in above mentioned list. If information on new owner of such security, necessary for fulfilling obligations of the Issuer under Exchange-traded bonds, haven’t been provided to the Depositary responsible for the issue of Exchange-traded bonds or to nominal holder of Exchange-traded bonds by the moment of compilation of the List of owners and/or nominal holders of Exchange-traded bonds, fulfillment of obligations against the owner entered into the List of owners and/or nominal holders of Exchange-traded bonds should be recognized as appropriate. The buyers of Exchange-traded bonds bear responsibility for timely notification.
According to Regulation on depository business in Russian Federation approved by Resolution No. 36
of Federal Securities Commission of Russia of October 16, 1997 (hereinafter referred to as the “Regulation on depository business”): The Depositary should provide storage of securities and/or keeping record of rights to securities of each
client (depositor) separated from securities of the other clients (depositors) of the Depositary, in particular, by opening separate deposit account for each client (depositor). Title to security is attested by the entry of title to security made by the Depositary, if opposite is not stated juridically. The Depositary should trade securities owned by its clients (depositors) only by order of such clients (depositors) or the persons authorized by them, including account custodians, within the terms set by deposit contract. The Depositary should make entries to deposit account of the client (depositor) only if documents providing grounds for making of such entries according to Regulation on depository business and other regulations and depositary contract, are presented.
There are the following grounds for making entries to deposit account of the client (depositor): - order by the client (depositor) or the person authorized by the former, including account custodian,
meeting requirements provided by depositary contract; - the documents proving transfer of title to securities according to existing legislation and other
regulations in case of transfer of title to securities in the issue of civil transaction; The Depositary should register the facts of charging securities of the clients (depositors) by pledge or
any other rights of the third parties, in the order provided by depositary contract. Title to securities which are stored or/and titles to which are accounted by the Depositary, are
considered to be transferred since the moment of making corresponding entry to deposit account of the client
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(depositor) by the Depositary. However, if corresponding entry to deposit account is absent, the interested party should not be deprived of right to prove title to the security juridically using other evidences.
In case of alteration of existing legislation and/or regulations of the Federal Executive body for equity market of Russia, procedure of accounting and transfer of titles to Exchange-traded bonds should be regulated by taking into account altered requirements of the law and/or other regulations.
Titles provided by the each security of the issue: Each Exchange-traded bond of the current issue provides equal measure of rights to its owner: Certificate of Exchange-traded bonds and Resolution on securities issue are the documents attesting
rights empowered by Exchange-traded bond. At redemption of Exchange-traded bond, its owner is entitled to receive face value of such Exchange-
traded bond in due term provided by such bond. Owner of Exchange-traded bond is entitled to receive interest on face value of such Exchange-traded
bond (or coupon yield), corresponding procedure of setting amount of such interest is described in point 9.3 of Resolution on securities issue and point 9.1.2 of the Prospectus, and corresponding terms of payments are specified in point 9.4 of Resolution on securities issue and point 9.1.2 of the Prospectus.
Owner of Exchange-traded bonds is entitled to request the Issuer to purchase Exchange-traded bonds in cases and under conditions provided by Resolution on securities issue and the Prospectus.
Owner of Exchange-traded bonds is entitled to request early redemption of Exchange-traded bonds and
payment of accumulated coupon yield under Exchange-traded bonds calculated by the date of discharge of obligations relating early redemption of Exchange-traded bonds in the following cases:
• Delisting of Exchange-traded bonds of the current issue at all Stock Exchanges entered such Exchange-traded bonds into Quotation lists, on condition that such Exchange-traded bonds were previously entered into Quotation list B of any Stock Exchange;
• shares of all kinds and types and/or all bonds of the Issuer of Exchange-traded bonds admitted to trading at Stock Exchanges, are delisted at all Stock Exchanges admitting Exchange-traded bonds to trading (unless the bonds are delisted because of expiration of corresponding circulation term or redemption).
In case of Issuer’s liquidation, owner of Exchange-traded bond is entitled to receive due monetary
funds in the order of priority set by clause 64 of the Civil Code of Russian Federation. All indebtednesses of the Issuer under Exchange-traded bonds of the current issue should be equal de
jure and mandatory pari passu. The Issuer undertakes to provide refund of investments to the owners of Exchange-traded bonds in
case the issue of Exchange-traded bonds is recognized as failed or invalid according to the existing legislation.
Owner of Exchange-traded bonds is entitled to sell freely or alienate Exchange-traded bonds in any
other way providing that circulation of Exchange-traded bonds should take place only via Stock Exchange tenders.
Owner of Exchange-traded bonds is entitled to execute other rights provided by the existing legislation
of the Russian Federation. Owner of Exchange-traded bonds undertakes to secure rights of the owners of Exchange-traded bonds
subject to their following the procedure of exercising such rights set by the existing legislation of Russian Federation.
Mode of securities placement: public offering. Procedure of securities placement, and if securities placement is planned to be done out of the boundaries
of the Russian Federation including by means of corresponding foreign securities placement, such condition should be mentioned hereunder:
Term of securities placement: Start and end of securities placement or procedure of setting the term of securities placement:
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Placement of Exchange-traded bonds should be commenced not earlier then seven days after disclosure of information concerning admission of Exchange-traded bonds to trading at the Stock Exchange market by the Issuer and by the Exchange responsible for admission of Exchange-traded bonds to trading.
Start of placement of Exchange-traded bonds should be set by the authorized Regulatory body of the Issuer.
If at occurrence of an event, on which the Issuer should disclose information according to existing federal legislation and regulations by Federal Executive body for equity market, the other procedure and terms of disclosure of information on such event are in force, as opposed to the procedure and terms provided by Resolution on securities issue and the Prospectus, information on such event should be disclosed according to such procedure and terms provided by federal legislation and regulations by Federal Executive body for equity market which are in force at the moment of such disclosure.
Report on start of placement of Exchange-traded bonds should be published by the Issuer according to
requirements of Regulation on information disclosure by issuers of equity securities approved by the Order No. 06-117/пз-н by FFMS (Federal Financial Markets Service) of 10.10.2006 within the following terms:
- in news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 5 (five) days before the start of securities placement;
- at Issuer’s Internet-site, which address is as follows: http://www.aeroflot.ru, no later then 4 (four) days before the start of securities placement.
Start of Exchange-traded bonds placement set by Issuer’s authorized body, can be changed by
resolution of the same Issuer’s authorized body upon condition of compliance with requirements concerning procedure of disclosing information on alteration of the start of Exchange-traded bonds placement set by existing legislation of Russian Federation, Resolution on securities issue and the Prospectus.
If the Issuer decides to change the start of securities placement already disclosed according to the
procedure stated above, the Issuer should publish a report on alteration of the start of securities placement via news feed and Internet page no later then 1 (one) day before commencement of aforesaid date.
The end of securities placement or procedure of its setting:
The start and the end of Exchange-traded bonds placement are the same. Exchange-traded bonds issue is not supposed to be placed in tranches. Procedure and conditions of making contracts (procedure and conditions of submission and award of bids
in case the contracts are made by submission and awards of bids) of alienation of securities to the first owners during placement.
Placement of Exchange-traded bonds can be carried out with or without entering Exchange-traded bonds into Quotation lists of MICEX Stock Exchange, Closed Joint-Stock Company (inclusive of Quotation list B). At this, entering Exchange-traded bonds into Quotation list should be undertaken in compliance with Rules of admission of Exchange-traded bonds to trading at MICEX Stock Exchange, Closed Joint-Stock Company.
Exchange-traded bonds should be placed by closing purchase and sales transactions at the price of
placement of Exchange-traded bonds stated in point 8.4 of Resolution on securities issue and point 2.4 of the Prospectus. At placement of Exchange-traded bonds, the transactions should be closed at MICEX Stock Exchange, Closed Joint-Stock company (hereinafter referred to as the “Exchange", “MICEX Stock Exchange”) by awarding addressed bids for purchasing Exchange-traded bonds submitted via Exchange trading system according to Rules of securities trading of MICEX Stock Exchange, Closed Joint-Stock company (hereinafter referred to as the "Trading Rules of Exchange", “Rules of Exchange”).
Underwriter is an organization rendering services on Exchange-traded bonds placement and
organization of Exchange-traded bonds placement (hereinafter referred to as the “Placement Mediator” or the “Organizer”) acting by order and at the expense of the Issuer.
The following company acts as the Underwriter of Exchange-traded bonds issue: “Troika Dialog” Investment Company, Closed Joint-Stock Company
Full corporate name: “Troika Dialog” Investment Company, Closed Joint-Stock Company Short corporate name: “Troika Dialog” IC, CJSC
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TIN: 7710048970 Place of location: Russian Federation, 125009, Moscow, Romanov pereulok (alley), house 4 Postal address: Russian Federation, 125009, Moscow, Romanov pereulok (alley), house 4 Licence No. 177-06514-100000 (broker licence) Date of issue: April 8, 2003 Duration of licence: unlimited Licensing authority: Federal Securities Commission of Russia Licence No. 177-06518-010000 (dealer licence) Date of issue: April 8, 2003 Duration of licence: unlimited Licensing authority: Federal Securities Commission of Russia Trading should be carried out in compliance with Rules of Exchange registered in prescribed order by
Federal Executive body for equity market. At this, placement of Exchange-traded bonds can be carried out in form of tender for setting interest
rate of the first coupon or by collecting buyer’s direct bids for purchasing Exchange-traded bonds at fixed price and interest rate of the first coupon previously set by the Issuer according to procedure and under conditions provided by Resolution on securities issue and the Prospectus. Resolution on procedure of Exchange-traded bonds placement should be made by Issuer's authorized Regulatory body before the start of Exchange-traded bonds placement and should be disclosed according to procedure provided by point 11 of Resolution on securities issue and point 2.9 of the Prospectus.
1) Placement of Exchange-traded bonds in form of the tender for setting interest rate of the first
coupon Closure of transactions of Exchange-traded bonds placement should be initiated from the start of
Exchange-traded bonds placement after summing up results of the tender for setting interest rate of the first coupon and should be finished by the end of Exchange-traded bonds placement.
Resolution on approval of purchase and sales transaction of interest to be closed during Exchange-traded bonds placement, should be made before closure of such transaction, in compliance with procedure set by the Federal Law.
Interest rate of the first coupon should be set by carrying out the Tender among prospective buyers of Exchange-traded bonds at Stock Exchange on the start of Exchange-traded bonds placement.
If prospective buyer is not trading participant of Stock Exchange (hereinafter referred to as the "Trader”), such person should conclude corresponding agreement with any Trader and provide the latter with an order to purchase Exchange-traded bonds. Prospective buyer of Exchange-traded bonds being the Trader should act on his/her own.
Prospective buyer should open corresponding deposit account at NDC (National Dispatch Center) or any other depositary being a depositor of NDC. Procedure and terms of deposit accounts opening are regulated by provisions of corresponding depositary regulations.
On the day of the Tender, the Traders should submit direct bids for purchasing Exchange-traded bonds
on tender basis using Exchange trading system either on their own account or at their clients' expense. Terms and procedure of submitting bids to the Tender for setting interest rate of the first coupon should be set by the Stock Exchange after coordination with the Issuer and/or the Underwriter.
The bids for purchasing Exchange-traded bonds should be sent by the Traders to Placement Mediator's (Underwriter’s) address.
Purchase bid should contain the following substantial conditions: - purchase price (equal to 100% of face value); - number of Exchange-traded bonds; - value of interest rate of the first coupon; - code of calculations used at closure of securities transaction to be included into clearing pool of
Clearing organization under conditions of multilateral or ordinary clearing, specifying that the procedure of backing control should be followed during closure of the transaction and the proper date of securities transaction execution is the date of transaction closure.
- other parameters according to the Rules of Exchange. Price of Exchange-traded bonds placement set by Resolution on securities issue and the Prospectus
should be specified as purchase price.
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If authorized body of the Issuer sets interest rate of the first coupon equal to or greater then the value of interest rate specified in the bid, the number of Exchange-traded bonds which prospective buyer would like to acquire should be set as number of Exchange-traded bonds.
The value (in numerical from, correct to two places of decimals) of interest rate of the first coupon, at which announcement made by the Issuer prospective investor is ready to purchase the number of Exchange-traded bonds specified in the bid at the price equal to 100% of face value, should be specified as interest rate of the first coupon.
The value of interest rate should be set in per cent per annum correct to one hundredth of per cent. At this, monetary funds should be reserved on trading accounts of the Traders kept at Nonbanking
Credit Organization, Clearing house of Moscow Interbank Currency Exchange, Closed Joint-Stock company (hereinafter referred to as the “CH MICEX”) in sum sufficient for complete coverage of all Exchange-traded bonds mentioned in the bids for purchasing Exchange-traded bonds inclusive of all necessary commission fees.
Full corporate name: Nonbanking Credit Organization, Clearing House of Moscow Interbank Currency Exchange, Closed Joint-Stock company
Short corporate name: CH MICEX, CJSC Place of location: Moscow, Sredny Kislovsky pereulok (alley), house 1/13, building 8 Postal address: Moscow, Sredny Kislovsky pereulok (alley), house 1/13, building 8
The bids failing to meet above mentioned requirements should not be admitted to participation in the Tender for setting interest rate of the first coupon.
After due date of submission of bids to the Tender, Stock Exchange should compile consolidated register of bids for purchasing securities (hereinafter referred to as the "Consolidated register of bids") and pass it over to the Underwriter.
Consolidated register of bids contains all substantial conditions of each bid such as purchase price, number of securities, date and time of bid receipt, bid number, value of acceptable interest rate of the first coupon, and other details according to Rules of Exchange.
Based on analysis of bids submitted to Tender, authorized body of the Issuer should make resolution on the value of interest rate of the first coupon and communicate it to Stock Exchange in writing no later then 30 minutes before sending information on interest rate to the Information Agency. After publishing an announcement of the value of interest rate of the first coupon by the Information Agency (according to the procedure provided by point 11 of Resolution on issue and point 2.9 of the Prospectus), the Issuer should inform the Underwriter on the value of interest rate of the first coupon.
An announcement of the value of interest rate of the first coupon should be published by the Underwriter using Trading system of the Exchange by sending e-mail message to all Traders.
After receiving information on the value of interest rate of the first coupon from the Issuer, the Underwriter should close transactions by awarding bids according to the order stated by the Resolution on securities issue, the Prospectus and the Rules of Exchange; at this, only the bids which value of interest rate of the first coupon is equal or less then fixed interest rate of the first coupon should be awarded.
While awarding bids for purchasing Exchange-traded bonds submitted in the course of the Tender, the priority should be given to the bids of minimal value of interest rate of the first coupon.
In case there are bids of equal interest rate of the first coupon, the priority should be given to the bids submitted earlier. Rejected bids of the Traders should be refused by the Underwriter.
After fixing the interest rate of the first coupon and awarding bids submitted in the course of the Tender, in case of incomplete placement of issued Exchange-traded bonds via Tender, the Traders acting either on their own account or at the expense and by orders of prospective buyers, can submit direct bids for purchasing Exchange-traded bonds at placement price to the address of the Underwriter (who is acting as the Placement Mediator) during the whole period of placement.
Submitted bids for purchasing Exchange-traded bonds should be awarded by the Underwriter in full only if number of Exchange-traded bonds mentioned in the bid does not exceed number of outstanding Exchange-traded bonds of the issue (within the limits of total number of Exchange-traded bonds suggested for placement). If amount of a bid for purchasing Exchange-traded bonds exceeds number of outstanding Exchange-traded bonds, such bid should be awarded only to the extent of outstanding balance. If all Exchange-traded bonds suggested for placement are placed by the Underwriter, all further bids for purchasing Exchange-traded bonds should not be awarded.
Purchase of Exchange-traded bonds of the Issuer in the course of their placement cannot be executed at the expense of the Issuer.
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2) Placement of Exchange-traded bonds by collecting prospective buyers’ direct bids for purchasing
Exchange-traded bonds at fixed price and rate of the first coupon
In case of placing Exchange-traded bonds by collecting direct bids for purchasing Exchange-traded
bonds at fixed price and rate of the first coupon from prospective buyers, the authorized Regulative body of the Issuer should adopt resolution on the value of interest rate of the first coupon before the date of Exchange-traded bonds placement, and no later then one day before the start of Exchange-traded bonds placement. Information on the value of interest rate of the first coupon should be disclosed by the Issuer according to point 11 of Resolution on securities issue and point 2.9 of the Prospectus.
Placement of Exchange-traded bonds by collecting direct bids of prospective buyers for purchasing Exchange-traded bonds at fixed price and rate of the first coupon implies an invitation addressed to indefinite circle of persons to make offers to purchase placed securities. Buyer’s direct bids are traders' offers to purchase placed Exchange-traded bonds.
An answer regarding acceptance of offers to purchase placed Exchange-traded bonds should be sent to the Traders selected at discretion of the Issuer from among the Traders made such offers by submitting counter direct bids. At this, the Trader should admit that his/her bid can be refused, accepted in full or in part.
By start of placement and during the period of submission of bids for purchasing Exchange-traded bonds at fixed price and rate of the first coupon, the Traders should submit direct bids for purchasing Exchange-traded bonds using Trading system of Stock Exchange either on their own account or at their clients' expense.
Exact terms and procedure of direct bids submission during the corresponding period of submission of bids at fixed price and rate of the first coupon, should be set by Stock Exchange after coordination with the Issuer and/or Underwriter.
After expiration date of submission of bids for purchasing Exchange-traded bonds at fixed price and rate of the first coupon, Stock Exchange should compile consolidated register of bids for purchasing securities (hereinafter referred to as the "Consolidated register of bids") and pass it over to the Underwriter.
Consolidated register of bids contains all substantial conditions of each bid such as purchase price, number of securities, date and time of bid receipt, bid number, and other details according to Rules of Exchange.
Based on analysis of Consolidated register of bids, the Issuer assigns prospective buyers to whom the Issuer is going to sell Exchange-traded bonds and the number of Exchange-traded bonds to be sold to the buyers assigned and communicates this information to the Underwriter.
After receiving information concerning prospective buyers to whom the Issuer is going to sell Exchange-traded bonds and number of Exchange traded bonds to be sold to the buyers specified by the Issuer, the Underwriter closes transactions with the buyers to whom the Issuer would like to sell Exchange-traded bonds by submitting counter direct bids according to Rules of Exchange comprising number of securities the Issuer would like to sell to particular buyer according to the order set by the Resolution on issue and the Prospectus.
After awarding the bids submitted within the term of bids submission and in case of incomplete placement of Exchange-traded bonds as the result of the issue, the Traders acting either on their own account or at the expense and by orders of prospective buyers, can submit direct bids for purchasing Exchange-traded bonds at placement price to the address of the Underwriter (who’s acting as Placement Mediator) during the period of placement. The Issuer considers such bids and assigns the buyers to whom the Issuer is going to sell Exchange-traded bonds and the number of Exchange-traded bonds to be sold to the buyers assigned and communicates this information to the Underwriter.
After receiving information on the buyers to whom the Issuer is going to sell Exchange-traded bonds and number of Exchange traded bonds to be sold to the buyers specified by the Issuer, the Underwriter closes transactions with the buyers to whom the Issuer would like to sell Exchange-traded bonds by submitting counter direct bids according to Rules of Exchange comprising number of securities the Issuer would like to sell to particular buyer according to approved order set by the Resolution on securities issue and the Prospectus.
If prospective buyer is not the Trader, such person should conclude corresponding agreement with any
Trader and issue an order to purchase Exchange-traded bonds to the latter. Prospective buyer of Exchange-traded bonds being the Trader should act on his/her own.
Prospective buyer should open corresponding deposit account at NDC (National Dispatch Center) or in any other depositary being a depositor of NDC. Procedure and terms of deposit accounts opening are regulated by provisions of corresponding depositary regulations.
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Bids for purchasing Exchange-traded bonds should be sent by the Traders to Placement Mediator's
(Underwriter’s) address. Purchase bid should contain the following substantial conditions: - purchase price (equal to 100% of face value); - number of Exchange-traded bonds; - code of calculations used at closure of securities transaction to be included into clearing pool of
Clearing organization under conditions of multilateral or ordinary clearing, specifying that the procedure of backing control should be followed during transaction closure and the proper date of securities transaction execution is the date of transaction closure.
- other parameters according to the Rules of Exchange. Price of Exchange-traded bonds placement set by Resolution on securities issue and the Prospectus
should be specified as purchase price. As a number of Exchange-traded bonds, the number of Exchange-traded bonds the prospective buyer
would like to purchase at the rate of the first coupon fixed before the start of placement should be specified. At this, monetary funds should be reserved on trading accounts of the Traders kept at Nonbanking
Credit Organization, Clearing house of Moscow Interbank Currency Exchange, Closed Joint-Stock company (hereinafter referred to as the “CH MICEX”) in sum sufficient to cover all Exchange-traded bonds mentioned in the bids for purchasing Exchange-traded bonds inclusive of all necessary commission fees.
Full corporate name: Nonbanking Credit Organization, Clearing House of Moscow Interbank Currency Exchange, Closed Joint-Stock company
Short corporate name: CH MICEX, CJSC Place of location: Moscow, Sredny Kislovsky pereulok (alley), house 1/13, building 8 Postal address: Moscow, Sredny Kislovsky pereulok (alley), house 1/13, building 8 The bid failing to meeting requirements stated above should not be accepted. Purchase of Exchange-traded bonds of the Issuer in the course of their placement cannot be executed
at the expense of the Issuer. At placement of Exchange-traded bonds by collecting direct bids for purchasing Exchange-traded
bonds at fixed price and rate of the first coupon from prospective buyers, the Issuer and/or the Underwriter is/are going to conclude provisional contracts with prospective buyers of Exchange-traded bonds containing obligation to conclude principal contracts of disposal of securities placed by the Issuer and/or the Underwrite with prospective buyers or the Trader acting in their name in future.
Such provisional contracts should be concluded by means of the Issuer’s and/or the Underwriter’s acceptance of prospective investors’ offers to conclude provisional contracts (hereinafter referred to as the “Provisional contracts”) according to which the investor and the issuer undertake to conclude principal contracts of purchase and sale of Exchange-traded bonds on the start of Exchange-traded bonds placement. At this, any offer containing proposal to conclude Provisional contract can be refused, accepted in full or in part at discretion of the Issuer.
Collection of prospective investors’ offers to conclude Provisional contracts should be started not earlier then on the date of admission of Exchange-traded bonds to trading by MICEX Stock Exchange during placement and should be finished no later then on the date directly preceding the start of Exchange-traded bonds placement.
Procedure of disclosing information on terms of submitting offers to make Provisional contracts by
prospective buyers of Exchange-traded bonds The Issuer should disclose information on terms of submitting offers to conclude Provisional contract
as "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" in the following way:
- - via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 1 (one) day after execution of Issuer’s authorized body’s resolution on setting the period of submitting offers to make Provisional contract;
- via Issuer’s Internet page, which address is as follows: www. Aeroflot.ru, no later then 2 (two) days after the date of adoption of Issuer’s authorized body’s resolution on setting terms of submitting offers to make Provisional contract;
Specified information should comprise form of prospective investor's offer to make Provisional
contract along with procedure and terms of such offers’ submission.
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In submitted offers to make Provisional contract, prospective investor should indicate maximal sum which he/she is ready to spend on purchasing Exchange-traded bonds of particular issue and also minimal rate of the first coupon of Exchange-traded bonds at which he/she is ready to purchase Exchange-traded bonds up to aforementioned maximal sum. By submitting the offer to conclude Provisional contract, prospective investor admits that such offer can be either refused or accepted in full or in part.
Prospective investors offers by to make Provisional contract should be delivered starting from the date
of disclosure of information on the term of submitting prospective investor offers to make Provisional contracts via news feed.
The expiration date of submission of prospective investors’ offers to make Provisional contracts preliminary fixed by the Issuer, can be changed by resolution of the Issuer later on. Such information should be disclosed in form of "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" via news feed of INTERFAX, Information Agency authorized by Federal Executive body for equity market for disclosure of information on the equity market.
Besides, specified information should be disclosed via Issuer’s Internet page which address is as follows: http://www.aeroflot.ru, no later then one day after the date of disclosure of information on alteration of expiration date of submission of prospective investors’ offers to make Provisional contracts via news feeds.
Procedure of disclosing information on expiration date of submission of offers to make Provisional
contract by prospective buyers of Exchange-traded bonds. The Issuer should disclose information on expiration date of submission of offers to make Provisional
contract as "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" in the following way:
- - via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then the day next to expiration date of submission of offers to make Provisional contract;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, no later then the day next to due date of submission of offers to make Provisional contract.
Principal contracts of sale and purchase of Exchange-traded bonds should be made at the price of Exchange-traded bonds placement set in point 8.4 of Resolution on securities issue and point 2.4 of the Prospectus by submission of direct bids using Trading system of MICEX Stock Exchange according to the procedure set by the present subpoint.
Power of preferential purchase of placed securities including power to exercise pre-emption right to
purchase securities provided by the clauses 40 and 41 of Federal law "On joint-stock companies": Pre-emption right to purchase placed securities is not provided. Registered securities which register of owners is kept by the registrar (the person to whom the issuer
grants (sends) instrument of transfer being the basis for making credit entry to settlement account or deposit account of the first owner (i.e. the registrar, the depositary or the first owner) and other conditions of issuing instrument of transfer should be specified hereunder:
Placed securities are not registered securities. Procedure of making credit entry to deposit account of the first owner at the depositary undertaking
centralized storage should be specified hereunder: Credit entry to deposit account of the first owner opened at the Depositary should be made under the
orders submitted by Clearing organization (hereinafter referred to as the "Clearing organization") carrying out settlements of transactions closed during placement of Exchange-traded bonds at Stock Exchange.
Placed Exchange-traded bonds should be entered to deposit accounts of Exchange-traded bonds buyers by the Depositary in compliance with Rules of clearing business undertaken by Clearing organization on equity market and conditions of depository business undertaken by the Depositary.
Expenses for making credit entries of charging placed Exchange-traded bonds to deposit accounts of their
first owners (buyers) should be specified hereunder: The first owners of securities should bear expenses for making credit entries of charging Exchange-traded
bonds to deposit accounts of their first owners (buyers) opened at Depositary undertaking centralized storage of Exchange-traded bonds.
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For documentary securities without mandatory centralized storage, the procedure of issuing securities certificates to the first owners should be specified hereunder:
Securities of the present issue are provided with centralized storage. If placement of securities is planned to be done out of the borders of the Russian Federation including by
floatation of corresponding foreign securities, such condition should be mentioned hereunder: Securities are not supposed to be floated out of the borders of the Russian Federation. If securities should are placed under subscription on tendering basis, name of the person organizing
tenders (the issuer or specialized organization) should be specified hereunder: Name of the person organizing tenders: Full corporate name: MICEX Stock Exchange, Closed Joint-Stock Company Short corporate name: MICEX Stock Exchange, CJSC Place of location: Russian Federation, 125009, Moscow, Bolshoy Kislovsky pereulok (alley), house 13 Postal address: Russian Federation, 125009, Moscow, Bolshoy Kislovsky pereulok (alley), house 13 Date of state registration: 2.12.2003 Registration number: 1037789012414 Name of authority undertaking state registration: Interdistrict Tax Inspectorate of the Ministry of Taxes
and Levies of Russia No. 46 for Moscow City Licence No. 077-10489-000001 Date of issue: 23.08.2007 Duration of licence: Unlimited Licensing authority: FFMS (Federal Financial Markets Service) of Russia While placing of Exchange-traded bonds to the Tender for evaluation of the first coupon rate, in case
of compliance of bids conditions with specified above requirements, the bids should be registered at Stock Exchange and awarded by the Underwriter.
In case of placing Exchange-traded bonds by collecting direct bids for purchasing Exchange-traded bonds at fixed price and the rate of the first coupon set by the Issuer before the start of bonds placement, and under compliance of bids conditions with specified above requirements, the bids should be registered at Stock Exchange and awarded (or refused) by the Underwriter at Stock Exchange in accordance with Issuer’s resolution (as stated above).
Placed Exchange-traded bonds should be entered to deposit accounts of Exchange-traded bonds buyers
by the Depositary in compliance with Rules of clearing business undertaken by Clearing organization on equity market and conditions of depository business undertaken by the Depositary.
To close transaction of purchase and sale of Exchange-traded bonds during placing, prospective buyer
should open corresponding deposit account at the Depositary undertaking centralized storage of Exchange-traded bonds of the issue (or at any other depositary acting as a depositor of the Depositary) in advance (before start of Exchange-traded bonds placement). Procedure and terms of deposit accounts opening should be regulated by provisions of regulations of corresponding Depositaries.
Alteration and/or termination of agreements concluded at placement of Exchange-traded bonds should be carried out under and according to procedures provided by the chapter 29 of the Civil Code of Russian Federation.
Regulatory body of the Issuer approving resolution of the issue (additional issue) of securities and the
Prospectus, and also the date (the dates) of resolution on approval of each abovementioned documents, the date (the dates) of composition of such documents and number (numbers) of minutes of Issuer’s Regulatory body meeting where corresponding resolution is adopted, should be specified hereunder: Resolution of securities issue the Prospectus were approved on 18.03.2010 by the Board of Directors (Minutes No. 14 of 18.03.2010).
Unplaced securities fraction causing failure of securities issue (additional issue): Such fraction is not set.
If along with placement of securities it is planned to propose for purchase (including purchases executed
out of the borders of the Russian Federation by floatation of corresponding foreign securities) previously placed (circulating) securities of the Issuer of the same kind, category (type), the following additional information
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should be mentioned hereunder: Securities are not supposed to be floated out of the borders of the Russian Federation.
9.1.2. Additional information on placed bonds
a) Volume (procedure of evaluation of volume) of bonds yield paid off to the owners of the bonds: Exchange-traded bonds yield is sum of coupon yield charged for each coupon period. There are six
coupon periods of Exchange-traded bonds. Duration of each coupon period is set equal to 182 (one hundred eighty two) days.
Coupon yield is calculated on outstanding part of face value. Outstanding part of face value is defined as a difference between face value of one Exchange-traded bond and part of Exchange-traded bond redeemed at its partial early redemption (if resolution on partial early redemption is adopted according to point 9.5 of of Resolution on securities issue and point 9.1.2 of the Prospectus).
Coupon (interest) rate Amount of coupon (interest) yield
Date of start: Date of end: 1. Coupon: Interest rate by the first coupon (C1) can be defined as follows: A) In the course of the Tender carried out at Stock Exchange among prospective buyers of Exchange-
traded bonds on the start of Exchange-traded bonds placement. On the day of the Tender, the Traders should submit direct bids for purchasing Exchange-traded bonds
to Tender using Exchange trading system either on their own account or at their clients' expense. Terms and procedure of submission of bids to the Tender for setting interest rate of the first coupon should be set by Stock Exchange after coordination with the Issuer and/or the Underwriter.
The bids for purchasing Exchange-traded bonds should be sent by the Traders to Underwriter’s address.
Purchase bid should contain the following substantial conditions: - purchase price (equal to 100% of face value); - number of Exchange-traded bonds; - value of interest rate of the first coupon; - code of calculations used at closure of securities transaction to be included into clearing pool of
Clearing organization under conditions of multilateral or ordinary clearing, specifying that the procedure of backing control should be followed during transaction closure and the proper date of securities transaction execution is the date of transaction closure.
- other parameters according to the Rules of Exchange. Price of Exchange-traded bonds placement set by Resolution on securities issue and the Prospectus
should be specified as purchase price. Number of Exchange-traded bonds which prospective buyer would purchase in case
authorized body of the Issuer sets interest rate of the first coupon greater or equal to the rate of the first coupon mentioned in the bid, should be specified as the number of Exchange-traded bonds:
The value (in numerical from, correct to two places of decimals) of interest rate of the first coupon, at which announcement made by the Issuer, the prospective investor is ready to purchase the number of Exchange-traded bonds specified in the bid at the price equal to 100% of face value, should be specified as interest rate of the first coupon.
Value of interest rate should be set in per cent per annum correct to one hundredth of per cent. At this, reserved sum of monetary funds should be sufficient to cover redemption of all Exchange-traded
bonds mentioned in the bids for purchasing Exchange-traded bonds, inclusive of all commission fees. The bids failing to meet above mentioned requirements should not be admitted to the Tender for setting
interest rate of the first coupon. After expiration date of submitting bids to Tender, Stock Exchange should compile consolidated
register of bids for purchasing securities (hereinafter referred to as the "Consolidated register of bids") and pass it over to the Underwriter.
Consolidated register of bids should comprise all substantial conditions of each bid such as purchase price, number of securities, date and time of bid receipt, bid number, value of acceptable interest rate by the first coupon, and other details according to Rules of Exchange.
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Based on analysis of bids submitted to Tender, the authorized body of the Issuer should make resolution on the value of interest rate of the first coupon and communicate it to Stock Exchange in writing no later then 30 minutes before sending information on interest rate to the Information Agency. The Issuer should inform the Underwriter on the value of interest rate of the first coupon after publication of announcement of such value by Information Agency.
An announcement of the value of interest rate of the first coupon should be published by the Underwriter using Trading system of the Exchange by sending e-mail message to all Traders.
Information on the value of interest rate of the first coupon should be disclosed by the Issuer according to point 11 of Resolution on securities issue and point 2.9 of the Prospectus.
B) By authorized body of the Issuer, no later then one day before the start of bonds placement. Information on the value of interest rate of the first coupon should be disclosed in the order provided
by point 11 of Resolution on securities issue and point 2.9 of the Prospectus. The Issuer should inform Stock Exchange on adopted resolution relating the rate of the first coupon
no later then one day before the start of Exchange-traded bonds placement. In both cases mentioned above:
Start of the first coupon period is the start of Exchange-traded bonds placement.
End of the first coupon period is 182nd (one hundred eighty second) day after the start of Exchange-traded bonds placement.
Sum of payments on the first coupon per one Exchange-traded bond should be calculated using the following formula: CY = C1 * Nom * (T1 - T0) / (365 * 100%) where CY is the value of coupon yield per each Exchange-traded bond; Nom is outstanding part of face value per one Exchange-traded bond ; C1 - value of interest rate of the first coupon, in percent interest per annum; T0 – start of the first coupon period of Exchange-traded bonds; T1 – end of the first coupon period. Value of accrued coupon yield per one Exchange-traded bond should be calculated accurate to one kopeck (rounding should be done according to the rules of mathematical rounding, in particular: if the third decimal digit is
greater or equal to 5, the second decimal digit should be increased by 1, if the third
decimal digit is less then 5, the second decimal digit should remain unchanged.) 2. Coupon: Interest rate of the second coupon (C2) should be set according to the order described in point 9.3.1 of Resolution on securities issue and point 9.1.2 of the Prospectus. Start of the second coupon period is 182nd (one hundred eighty second) day after the start of Exchange-traded bonds placement.
End of the second coupon period is 364th (three hundred sixty fourth) day after the start of Exchange-traded bonds placement.
Sum of payments on the first coupon per one Exchange-traded bond should be calculated using the following formula:
CY= C2 * Nom * (T2 – T1) / (365 * 100%), where
CY is the value of coupon yield per each Exchange-traded bond;
Nom is outstanding part of face value per one Exchange-traded bond ;
C2 - value of interest rate of the second coupon, in percent interest per annum; T1 – start of the second coupon period of Exchange-traded bonds;
T2 – end of the second coupon period. Value of accrued coupon yield per one Exchange-traded bond should be calculated accurate to one
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kopeck (rounding should be done according to the rules of mathematical rounding, in particular: if the third decimal digit is greater or equal to 5, the second decimal digit should be increased by 1, if the third decimal digit is less then 5, the second decimal digit should remain unchanged.)
3. Coupon: Interest rate of the third coupon (C3) should be set according to the order described in point 9.3.1 of Resolution on securities issue and point 9.1.2 of the Prospectus.
Start of the third coupon period is 364th (three hundred sixty fourth) day after the start of Exchange-traded bonds placement.
End of the third coupon period is 546th (five hundred forty sixth) day after the start of Exchange-traded bonds placement.
Sum of payments on the third coupon per one Exchange-traded bond should be calculated using the following formula: CY= C3 * Nom * (T3 – T2) / (365 * 100%), where
CY is the value of coupon yield per each Exchange-traded bond;
Nom is outstanding part of face value per one Exchange-traded bond ;
C3 - value of interest rate of the third coupon, in percent interest per annum; T2 – start of the third coupon period of Exchange-traded bonds;
T3 – end of the third coupon period. Value of accrued coupon yield per one Exchange-traded bond should be calculated accurate to one kopeck (rounding should be done according to the rules of mathematical rounding, in particular: if the third decimal digit is greater or equal to 5, the second decimal digit should be increased by 1, if the third decimal digit is less then 5, the second decimal digit should remain unchanged.)
4. Coupon: Interest rate of the fourth coupon (C4) should be set according to the order described in point 9.3.1 of Resolution on securities issue and point 9.1.2 of the Prospectus.
Start of the fourth coupon period is 546th (five hundred forty sixth) day after the start of Exchange-traded bonds placement.
End of the fourth coupon period is 728th (seven hundred twenty eighth) day after the start of Exchange-traded bonds placement.
Sum of payments on the fourth coupon per one Exchange-traded bond should be calculated using the following formula: CY= C4 * Nom * (T4 – T3) / (365 * 100%), where
CY is the value of coupon yield per each Exchange-traded bond;
Nom is outstanding part of face value per one Exchange-traded bond ;
C4 - value of interest rate of the fourth coupon, in percent interest per annum; T3 – start of the fourth coupon period of Exchange-traded bonds;
T4 – end of the fourth coupon period. Value of accrued coupon yield per one Exchange-traded bond should be calculated accurate to one kopeck (rounding should be done according to the rules of mathematical rounding, in particular: if the third decimal digit is greater or equal to 5, the second
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decimal digit should be increased by 1, if the third decimal digit is less then 5, the second decimal digit should remain unchanged.)
5. Coupon: Interest rate of the fifth coupon (C5) should be set according to the order described in point 9.3.1 of Resolution on securities issue and point 9.1.2 of the Prospectus.
Start of the fifth coupon period is 728th (seven hundred twenty eighth) day after the start of Exchange-traded bonds placement.
End of the fifth coupon period is 910th (nine hundred tenth) day after the start of Exchange-traded bonds placement.
Sum of payments on the fifth coupon per one Exchange-traded bond should be calculated using the following formula:
CY= C5 * Nom * (T5 – T4) / (365 * 100%), where
CY is the value of coupon yield per each Exchange-traded bond;
Nom is outstanding part of face value per one Exchange-traded bond ;
C5 - value of interest rate of the fifth coupon, in percent interest per annum; T4 – start of the fifth coupon period of Exchange-traded bonds;
T5 – end of the fifth coupon period. Value of accrued coupon yield per one Exchange-traded bond should be calculated accurate to one kopeck (rounding should be done according to the rules of mathematical rounding, in particular: if the third decimal digit is greater or equal to 5, the second decimal digit should be increased by 1, if the third decimal digit is less then 5, the second decimal digit should remain unchanged.)
6. Coupon: Interest rate of the sixth coupon (C6) should be set according to the order described in point 9.3.1 of Resolution on securities issue and point 9.1.2 of the Prospectus.
Start of the fifth coupon period is 910th (nine hundred tenth) day after the start of Exchange-traded bonds placement.
End of the first coupon period is 1092nd (one thousand ninety second) day after the start of Exchange-traded bonds placement.
Sum of payments on the sixth coupon per one Exchange-traded bond should be calculated using the following formula: CY= C6 * Nom * (T6 – T5) / (365 * 100%), where
CY is the value of coupon yield per each Exchange-traded bond;
Nom is outstanding part of face value per one Exchange-traded bond ;
C6 - value of interest rate of the sixth coupon, in percent interest per annum;T5 – start of the sixth coupon period of Exchange-traded bonds;
T6 – end of the sixth coupon period. Value of accrued coupon yield per one Exchange-traded bond should be calculated accurate to one kopeck (rounding should be done according to the rules of mathematical rounding, in particular: if the third decimal digit is greater or equal to 5, the second decimal digit should be increased by 1, if the third decimal digit is less then 5, the second decimal digit should remain unchanged.)
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If date of payment of yield under any of six coupons of Exchange-traded bonds falls on day off, either it is a state holiday or transactions’ day off, payment of accrued sum should be executed on the first working day next to the day off. Owner of Exchange-traded bond is not entitled to request either interest charge or any other compensation for such delay of payment.
Procedure of evaluation of coupon interest rate starting from the second coupon:
Before the start of Exchange-traded bonds placement, the Issuer can adopt resolution on the rates or the procedure of evaluation of coupon rates in form of formula including variables which value cannot be changed at discretion of the Issuer, by coupon periods starting from the second and up to n-th coupon period (n=2,3,…,6).
If the Issuer fails to adopt such resolution regarding any coupon period (i-th coupon period), the Issuer should purchase Exchange-traded bonds upon request of their owners made within the last 10 (ten) days of the coupon period previous to the i-th coupon period, by which the coupon rate or procedure of its evaluation in form of the formula comprising variables unchangeable at Issuer’s discretion, should be set by the Issuer after disclosing information on results of Exchange-traded bonds issue to MICEX Stock Exchange and notification of the Federal Executive body for equity market on such results in the order prescribed.
Specified above information, including serial number of the coupons, which the rate or procedure of rate evaluation should be set by the Issuer before the date of Exchange-traded bonds placement, and also serial number of coupon period (n) during which the owners of Exchange-traded bonds are entitled to request the Issuer to purchase Exchange-traded bonds, should be disclosed by the Issuer in form of announcements on substantial facts named as “Information on charged and/or paid off interest on securities of the Issuer” and “Information on terms of fulfillment of issuer's obligations against owners of issuer's securities" no later then 1 (one) calendar day before the start of Exchange-traded bonds placement and within the following terms since the date of adoption of resolution on setting coupon interest rate or procedure of coupon interest rate (rates) evaluation.
- via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 1 (one) day;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, no later then 2 (two days).
The Issuer should inform Stock Exchange about adopted resolutions, including defined rates or procedure of rates definition no later then one day before the start of Exchange-traded bonds placement.
If the Issuer fails to adopt resolution on the rate or procedure of evaluation of the rate of the second coupon before the start of Exchange-traded bonds placement, the Issuer should adopt resolution on the rate of the second coupon no later then 14 (fourteen) calendar days before the end of the first coupon.
In this case the Issuer should provide the rights of the owners of Exchange-traded bonds to request the
Issuer’s purchasing Exchange-traded bonds at the price equal to 100% (one hundred percent) of outstanding part of face value without coupon yield accrued by the date of such purchase, which should be paid off to the seller of Exchange-traded bond in addition to its purchase price, within the last 10 (ten) days of the first coupon period.
Outstanding part of face value is defined as a difference between face value of one Exchange-traded bond and part of Exchange-traded bond redeemed by its partial early redemption (if resolution on partial early redemption is adopted by the Issuer according to point 9.5 of of Resolution on securities issue and point 9.1.2 of the Prospectus).
If coupon rates or procedure of coupon rate evaluation is defined by the authorized Regulatory body of the Issuer after disclosure of information on results of Exchange-traded bonds issue to MICEX Stock Exchange and corresponding notification of the Federal Executive body for equity market in the order prescribed simultaneously on the several coupon periods, the Issuer should purchase Exchange-traded bonds under requests of their owners made within the last 10 (ten) days of the coupon period previous to the coupon
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period In this case purchase of Exchange-traded bonds is not required before any other coupon periods such Exchange-traded bonds coupon rates or procedure of their evaluation should be defined by.
b) Interest rate or procedure of evaluation of interest rate of coupons which rate (or procedure of its evaluation) haven’t been set by the Issuer before the start of Exchange-traded bonds placement (i=(n+1),…,6), should be defined by the Issuer after disclosing information on results of Exchange-traded bonds issue to MICEX Stock Exchange and corresponding notification of the Federal Executive body for equity market in the order prescribed, on the date of i-th coupon definition, no later then 14 (fourteen) calendar days before the end of the i-th coupon. The Issuer is entitled to define coupon rate or procedure of setting the rates of any number of undefined coupons coming after the i-th coupon (at this, k is the number of the last coupon to be defined) on the date of i-th coupon definition.
c) If after announcement of coupon rates or procedure of their definition (according to previous subpoints), the rate or procedure of setting the rate of at least one following coupon of Exchange-traded bond is undefined, the Issuer should provide right of Exchange-traded bonds owners to request the Issuer to purchase Exchange-traded bonds at the price equal to 100% (one hundred percent) of outstanding part of face value without coupon yield accrued by purchase date which should be paid off to the seller of Exchange-traded bonds in addition to the specified price of purchase within the last 10 (ten) days of the k-th coupon period (if only the rate of i-th coupon is defined by the Issuer, i=k), simultaneously with announcement of the rates or procedure of setting the rates of i-th and other defined coupons of Exchange-traded bonds.
Outstanding part of face value is defined as a difference between face value of one Exchange-traded bond and part of Exchange-traded bond redeemed by its partial early redemption (if resolution on partial early redemption is adopted according to point 9.5 of of Resolution on securities issue and point 9.1.2 of the Prospectus).
d) Information on the rates or procedure of setting the rates of Exchange-traded bonds coupons starting from the second coupon, defined by the Issuer after disclosure of information on results of Exchange-traded bonds issue by MICEX Stock Exchange and corresponding notification of Federal Executive body for equity market in the order prescribed by the latter, should be communicated to prospective buyers in form of announcement of substantial facts no later then 10 (ten) calendar days before the start of i-th coupon period and within the following terms after the date of setting the rate or procedure of evaluation of the rate of i-th coupon:
- via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, within 1 (one) day;
- via Issuer’s Internet page located to the following address: http://www.aeroflot.ru, within 2 (two) days.
The Issuer should inform the Stock Exchange on adopted resolution including defined rates or procedure of rates definition no later then 10 (ten) days before the end of n-th coupon period (the period during which the interest rate of (n+1)-th and following coupons is defined).
b) Procedure and conditions redemption of the bonds and payment of interest on the bonds (coupon): Procedure and terms of bonds redemption: Date of start: 1092nd (one thousand ninety second) day after start of placement of Exchange-traded bonds of the issue. Date of end: Dates of the start and the end of redemption of issued Exchange-traded bonds are the same. Date (procedure of setting the date) of compilation of the list of owners of the bonds being the payees of
redemption: Repayment should be executed in the currency of the Russian Federation by bank transfer of funds for
the benefit of Exchange-traded bonds owners, that are such owners by the end of operation day of NDC, previous to the 3rd (third) working day before the date of Exchange-traded bonds redemption (hereinafter referred to as the “Date of compilation of the list of owners and/or nominal holders of Exchange-traded bonds intended being payees of redemption").
Other conditions and procedure of bonds redemption: Redemption of Exchange-traded bonds should be done by paying agent by order and at the expense of
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the Issuer (hereinafter referred to as the "Paying agent”). Functions of Paying agent are performed by the following organization:
Full corporate name: National Dispatch Center, Closed Joint-Stock Company Short corporate name: NDC, CJSC Place of location: Moscow, Sredny Kislovsky pereulok (alley), house 1/13, building 4 Postal address: Russian Federation, 105062, Moscow, Mashkova street, house 13, building 1
If date of redemption of Exchange-traded bonds falls on day off, either state holiday or transactions’ day off, payment of accrued sum should be executed on the first working day next to the day off. Owner of Exchange-traded bond is not entitled to request either interest charge or any other compensation for such delay of payment.
Redemption of Exchange-traded bonds should be executed by repayment of outstanding part of face value. Outstanding part of face value is defined as a difference between face value of one Exchange-traded bond and part of Exchange-traded bond redeemed at its partial early redemption (if resolution on partial early redemption is adopted according to point 9.5 of of Resolution on securities issue and point 9.1.2 of the Prospectus).
Redemption of outstanding part of face value of Exchange-traded bonds should be executed in Russian
rubles by bank transfer of funds.
Redemption of outstanding part of face value of Exchange-traded bonds should be executed in the following order:
Repayment should be executed in the currency of Russian Federation by bank transfer of funds for the benefit of Exchange-traded bonds owners, that are such owners by the end of operation day of NDC, previous to the 3rd (third) working day before the date of Exchange-traded bonds redemption (hereinafter referred to as the “Date of compilation of the list of the owners and/or nominal holders of Exchange-traded bonds being the payees of redemption").
It is presumed that nominal holders (depositors of NDC) are entitled to receive monetary funds at redemption of Exchange-traded bonds. Depositors of NDC that are not nominal holders and are not authorized to receive monetary funds at repayment of redemption sum on Exchange-traded bonds by their clients, should pass list of owners of Exchange-traded bonds to NDC no later then by 13 hours 00 minutes (Moscow time, GMT +3) of the 3rd (third) working day before the date of Exchange-traded bonds redemption. The list should contain all bank details specified below in the List of owners and/or nominal holders of Exchange-traded bonds being the payees of redemption.
If the owner of Exchange-traded bonds is not depositor of NDC, he/she can authorize a nominal holder of the bonds being the depositor of NDC to receive sums paid off as redemption of Exchange-traded bonds.
If rights of the owner of Exchange-traded bonds are accounted by a nominal holder of Exchange-traded bonds who is authorized to receive sums of Exchange-traded bonds redemption, such nominal holder is considered as the person authorized to receive sums of Exchange-traded bonds redemption.
If rights of the owner of Exchange-traded bonds are not accounted by a nominal holder of Exchange-traded bonds or the nominal holder is not authorized to receive sums of Exchange-traded bonds redemption by the owner of Exchange-traded bonds, the owner of Exchange-traded bonds is considered as the person authorized to receive sums of Exchange-traded bonds redemption.
Based on existing data and/or information provided by the depositors, NDC should compile the List of owners and/or nominal holders of Exchange-traded bonds being the payees of redemption. This list should be given to the Issuer and/or Paying agent no later then on the 2nd (second) working day before the date of Exchange-traded bonds redemption. List of owners and/or nominal holders of Exchange-traded bonds being the payees of redemption should include the following data:
a) full name of legal entity (or name, patronymic, surname of natural person) authorized to receive sums of redemption of Exchange-traded bonds;
b) number of Exchange-traded bonds accounted on deposit accounts of the person authorized to receive sums of redemption of Exchange-traded bonds;
c) place of location and postal address of the person authorized to receive sums of redemption of Exchange-traded bonds;
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d) following details of bank settlement account of the person authorized to receive sums of redemption of Exchange-traded bonds, in particular:
- number of bank account;
- name of the bank (including name of the city/town of bank location) where the account is opened;
- correspondent account of the bank, where the account is opened;
- bank identification code account of the bank, where the account is opened;
e) taxpayer identification number (TIN) of the person authorized to receive sums of redemption of Exchange-traded bonds;
f) tax position of the person authorized to receive sums of redemption of Exchange-traded bonds (resident, non-resident having permanent representative office in the Russian Federation, non-resident having no permanent representative office in the Russian Federation, etc.);
c) taxpayer record validity code (KPP code) of the person authorized to receive sums of redemption of Exchange-traded bonds (if any).
If there are natural persons or legal entities being non-residents of the Russian Federation among the owners of Exchange-traded bonds, instead of information specified above, nominal holder should submit to NDC and NDC should include into the List of owners and/or nominal holders of Exchange-traded bonds being the payees of redemption the following information regarding natural persons or legal entities being non-residents of the Russian Federation that are the owners of Exchange-traded bonds, regardless if the nominal holder is authorized to receive sums of redemption of Exchange-traded bonds or not.
- full name of legal entity (or name, patronymic, surname of natural person) the owner of Exchange-traded bonds;
- - number of Exchange-traded bonds owned;
- e) full name of the person authorized to receive sums of redemption of Exchange-traded bonds;
- place of location (or registration in case of natural persons) and postal address (including ZIP code) of Exchange-traded bonds owner;
- e) bank account details of the person authorized to receive sums of redemption of Exchange-traded bonds;
- taxpayer identification number (TIN) of the owner of Exchange-traded bonds - - tax position of the owner of Exchange-traded bonds ; a) if the owner of Exchange-traded bonds is legal entity and non-resident, FCC (foreign company
code) should be specified in addition; b) if the owner of Exchange-traded bonds is natural person, the following information should be
specified in addition: - kind, number, date and place of issue of identity proof, name of authority issuing the corresponding
document; - date, month and year of birth of identity proof holder; - number of State pension insurance certificate of identity proof holder (if any); No later then on the 3rd (third) working day before the date of redemption repayment, the nominal
holder should submit to NDC the following documents necessary to apply corresponding rates of tax at taxation of profits acquired on Exchange-traded bonds in addition to information on natural persons and legal entities and non-residents of the Russian Federation, that are the owners of Exchange-traded bonds, included into the List of owners and/or nominal holders:
a) If the owner is legal entity and non-resident, proof of the fact that such legal entity being non-resident has permanent location in the state made international contract (agreement) regulating issues of taxation with the Russian Federation, attested by competent authority of corresponding foreign state, should be provided. If such proof is composed in foreign language, translation to Russian should be provided as well.
b) If recipient of profits on Exchange-traded bonds is permanent representative office and non-
resident, notary attested copy of certificate of registration with Tax Authority of the Russian Federation issued no earlier then during the previous tax period (if profit should be repaid to permanent representative office of the recipient of profit located in Russian Federation) should be provided.
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c) In case of repayment to foreign citizens of the states having effective intergovernmental agreements regarding avoidance of double taxation with Russian Federation, nominal holder and depositor of NDC should request from such foreign citizen and submit to NDC the document of confirmation that such foreign citizen is tax resident of foreign state in view to execute effective intergovernmental agreements regarding avoidance of double taxation concluded between the Russian Federation and foreign state, processed in accordance with requirements of Russian Tax Legislation.
d) In case of repayment to citizens of Russian Federation staying out of the boundaries of the Russian Federation, nominal holder and depositor of NDC should request from such Russian Federation citizen and submit to NDC the application composed in free format to recognize status of foreign person on corresponding date of repayment according to clause 207 of Tax Code of the Russian Federation.
In case of failure to submit or undue submission of aforementioned documents, the Issuer is
responsible for non-usage of corresponding tax rates against the owners.
The owners of Exchange-traded bonds, the persons authorized by them including depositors of NDC, should monitor completeness and relevance of bank account details provided to NDC on their own. In case of failure to submit or undue submission of aforementioned details to NDC by above mentioned persons, the obligations should be fulfilled for the benefit of the person who have submitted request on obligations fulfillment and is the owner of Exchange-traded bonds by the date of request. At this, obligations on Exchange-traded bonds should be fulfilled by the Issuer based on NDC data. In this case Issuer’s obligations are considered as fulfilled completely and properly. If because of improper details of bank account provided by the owner of nominal holder or submitted to Depositary earlier or inadequacy of any other information necessary to fulfill Issuer's obligations on Exchange-traded bonds, the Paying agent is not able to transfer monetary funds in due time, such delay cannot be recognized as arrears of obligations on Exchange-traded bonds, and the owner of Exchange-traded bonds is not entitled to request to charge interest or any other compensation for such payment delay.
The Issuer should transfer monetary funds aimed to redeem Exchange-traded bonds to the account of Paying agent within the terms and in order set by the Contract made between the Issuer and Paying agent.
Based on the List of owners and/or nominal holders of Exchange-traded bonds being the payees of redemption provided by the Depositary, Paying agent should calculate sums of monetary funds to be paid off to each person authorized to receive sums of redemption on Exchange-traded bonds.
On the date of Exchange-traded bonds redemption, Paying agent should transfer necessary monetary funds to the accounts of the persons authorized to receive sums of redemption on Exchange-traded bonds to the benefit of the owners of Exchange-traded bonds mentioned in the List of owners and/or nominal holders of Exchange-traded bonds.
If one person is authorized to receive sums of redemption on Exchange-traded bonds by several owners of Exchange-traded bonds, total sum should be transferred to such person without breakdown for each owner of Exchange-traded bonds.
Nominal holders of Exchange-traded bonds being not their owners, should transfer monetary funds received as redemption on Exchange-traded bonds, to the owners of Exchange-traded bonds in order set by the contract made between the nominal holder and the owner of Exchange-traded bonds.
Fulfillment of obligations under Exchange-traded bonds against the person included into the List of
owners and/or nominal holders of Exchange-traded bonds being the payees of redemption should be recognized as proper in case of alienation of Exchange-traded bonds after the date of compilation of above mentioned List.
Obligations of the Issuer concerning repayment of sums of redemption of Exchange-traded bonds are considered as fulfilled since the moment of entering monetary funds to correspondent account of the bank receiving the payment.
Mode of bonds redemption (monetary funds, property, conversion, etc.): Exchange-traded bonds should be redeemed in monetary form via bank transfer of funds in currency
of Russian Federation. Option to select mode of redemption of Exchange-traded bonds by the owners is not provided.
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Procedure and terms of bonds interest (coupon) repayment, including terms of each coupon repayment:
Coupon (interest) period Date of coupon (interest) yield repayment
Date of compilation of the list of bonds owners
for repayment of coupon (interest) yield
Date of start: Date of end: 1. Coupon: 1
Start of Exchange-traded bonds placement:
182nd (one hundred eighty second) day after start of placement of Exchange-traded bonds of the issue.
182nd (one hundred eighty second) day after start of placement of Exchange-traded bonds of the issue.
Repayment of Exchange-traded bonds yield for the benefit of the owners of Exchange-traded bonds being the owners of such bonds by the end of NDC operation day previous to the third working day before the end of the first coupon period.
Procedure of coupon yield repayment:
If date of redemption of coupon yield falls on day off, either state holiday or transactions’ day off, payment of accrued sum should be executed on the first working day next to the day off. The owner of Exchange-traded bonds is not entitled to request to charge interest or any other compensation for such delay of repayment.
Redemption of coupon yield on Exchange-traded bonds should be executed in Russian rubles by bank transfer of funds.
Redemption of coupon yield should be executed in the following order:
Repayment should be executed in the currency of Russian Federation by bank transfer of funds for the benefit of Exchange-traded bonds owners, that are such owners by the end of operation day of NDC, previous to the 3rd (third) working day before the date of repayment of coupon yield on Exchange-traded bonds (hereinafter referred to as the “Date of compilation of the list of owners and/or nominal holders of Exchange-traded bonds being the payees of coupon yield").
It is presumed that nominal holders (depositors of NDC) are entitled to receive monetary funds at repayment of coupon yield on Exchange-traded bonds. Depositors of NDC that are not nominal holders and are not authorized to receive monetary funds at repayment of coupon yield on Exchange-traded bonds by their clients, should pass the List of owners of Exchange-traded bonds to NDC no later then by 12 hours 00 minutes (Moscow time, GMT +3) of the 3rd (third) working day before the date of repayment of coupon yield on Exchange-traded bonds. The list should contain all bank details specified below in the List of owners and/or nominal holders of Exchange-traded bonds being the payees of coupon yield.
If the owner of Exchange-traded bonds is not depositor of NDC, he/she can authorize a nominal holder of the bonds who is the depositor of NDC to receive sums repaid as coupon yield on Exchange-traded bonds.
If rights of the owner of Exchange-traded bonds are accounted by a nominal holder of Exchange-traded bonds authorized to receive sums of coupon yield on Exchange-traded bonds, such nominal holder is considered as the person authorized to receive sums of coupon yield on Exchange-traded bonds.
If rights of the owner of Exchange-traded bonds are not accounted by a nominal holder of Exchange-traded bonds or the nominal holder is not authorized to receive sums of coupon yield on Exchange-traded bonds by the owner of Exchange-traded bonds, the owner of Exchange-traded bonds is considered as the person authorized to receive sums of coupon yield on Exchange-traded bonds.
Based on existing data and/or information provided by the depositors, NDC should compile the List of owners and/or nominal holders of Exchange-traded bonds being the payees of coupon yield. This list should be given to the Issuer and/or Paying agent no later then on the 2nd (second) working day before the date of repayment of coupon yield on Exchange-traded bonds. List of owners and/or nominal holders of Exchange-traded bonds being the payees of
coupon yield should include the following data: a) full name of legal entity (or name, patronymic, surname of natural person) authorized to receive sums of
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yield on Exchange-traded bonds;
b) number of Exchange-traded bonds accounted on deposit account of the person authorized to receive sums of yield on Exchange-traded bonds;
c) place of location and postal address of the person authorized to receive sums of yield on Exchange-traded bonds;
d) details of the bank account opened in the name of the person authorized to receive sums of yield on Exchange-traded bonds, in particular:
- number of bank account;
- name of the bank (including name of the city/town of bank location) where the account is opened;
- correspondent account of the bank, where the account is opened;
- bank identification code account of the bank, where the account is opened;
e) taxpayer identification number (TIN) of the person authorized to receive sums of yield on Exchange-traded bonds;
f) tax position of the person authorized to receive sums of yield on Exchange-traded bonds (resident, non-resident having permanent representative office in the Russian Federation, non-resident having no permanent representative office in the Russian Federation, etc.);
c) taxpayer record validity code (KPP code) of the person authorized to receive sums of yield on Exchange-traded bonds (if any).
If there are natural persons or legal entities being non-residents of the Russian Federation among the owners of Exchange-traded bonds, instead of information specified above, nominal holder should submit to NDC and NDC should include into the List of owners and/or nominal holders of Exchange-traded being the payees of yield the following information regarding natural persons or legal entities being non-residents of the Russian Federation that are the owners of Exchange-traded bonds, regardless if the nominal holder is authorized to receive sums of redemption of Exchange-traded bonds or not.
- full name of legal entity (or name, patronymic, surname of natural person) the owner of Exchange-traded bonds;
- - number of Exchange-traded bonds owned;
- e) full name of the person authorized to receive sums of yield on Exchange-traded bonds;
- place of location (or registration in case of natural persons) and postal address (including ZIP code) of Exchange-traded bonds owner;
- e) bank account details of the person authorized to receive sums of yield on Exchange-traded bonds; - taxpayer identification number (TIN) of the owner of Exchange-traded bonds - - tax position of the owner of Exchange-traded bonds ;
a) if the owner of Exchange-traded bonds is legal entity and non-resident, FCC (foreign company code) should be specified in addition; b) if the owner of Exchange-traded bonds is natural person, the following information should be specified in addition: - kind, number, date and place of issue of identity proof, name of authority issuing the corresponding document; - date, month and year of birth of identity proof holder; - number of State pension insurance certificate of identity proof holder (if any); No later then on the 2nd (second) working day before the date of repayment of coupon yield, the nominal holder should submit to NDC the following documents necessary to apply corresponding rates of tax at taxation of profits acquired on the bonds in addition to information on natural persons and legal entities being non-residents of the Russian Federation, that are the owners of Exchange-traded bonds, included into the List of the owners and/or nominal holders: b) if the owner of Exchange-traded bonds is legal entity being non-resident, the following information should be specified in addition: - proof of the fact that such legal entity and non-resident has permanent location in the state made international contract (agreement) regulating issues of taxation with the Russian Federation (if such agreement/contract was concluded/made), attested by competent authority of corresponding foreign state, should be provided. If such
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proof is composed in foreign language, translation to Russian should be provided as well. b) if recipient of yield on the bonds is permanent representative office of legal entity and non-resident: - notary attested copy of certificate of registration with Tax Authority of the Russian Federation issued no earlier then during the previous tax period (if profit should be repaid to permanent representative office of the recipient of profit located in Russian Federation) should be provided. c) In case of repayment to foreign citizens of the states having effective intergovernmental agreements regarding avoidance of double taxation with Russian Federation, nominal holder and depositor of NDC should request from such foreign citizen and submit to NDC the document of confirmation that such foreign citizen is tax resident of foreign state in view to execute effective intergovernmental agreements regarding avoidance of double taxation concluded between the Russian Federation and foreign state, processed in accordance with requirements of Russian Tax Legislation. d) In case of repayment to citizens of Russian Federation staying out of the boundaries of the Russian Federation, nominal holder and depositor of NDC should request from such Russian Federation citizen and submit to NDC the application composed in free format to recognize status of foreign person on corresponding date of repayment according to clause 207 of Tax Code of the Russian Federation. In case of failure to submit or undue submission of aforementioned documents, the Issuer is responsible for non-usage of corresponding tax rates against the owners. The owners of Exchange-traded bonds, the persons authorized by them including depositors of NDC, should monitor completeness and relevance of bank account details provided to NDC on their own. In case of failure to submit or undue submission of aforementioned details to NDC by above mentioned persons, the obligations should be fulfilled for the benefit of the person who have submitted request on obligations fulfillment and is the owner of Exchange-traded bonds by the date of request. At this, obligations on Exchange-traded bonds should be fulfilled by the Issuer based on NDC data. In this case Issuer’s obligations are considered as fulfilled completely and properly. If because of incorrect details of bank account provided by the owner of nominal holder or submitted to Depositary earlier or any other incorrect information necessary to fulfill Issuer's obligations on Exchange-traded bonds, the Paying agent is not able to transfer monetary funds in due time, such delay cannot be recognized as arrears of obligations on Exchange-traded bonds, and the owner of Exchange-traded bonds is not entitled to request to charge interest or any other compensation for such payment delay.
The Issuer should transfer monetary funds aimed to repay coupon yield on the bonds to the account of Paying agent within the terms and in order set by the Contract made between the Issuer and Paying agent.
Based on the List of owners and/or nominal holders of Exchange-traded bonds being the payees of coupon yield provided by the Depositary, Paying agent should calculate sums of monetary funds to be paid off to each person mentioned in the List of owners and/or nominal holders of Exchange-traded bonds.
On the date of repayment of yield on Exchange-traded bonds, Paying agent should transfer necessary monetary funds to the accounts of the persons mentioned in the List of owners and/or nominal holders of Exchange-traded bonds to the benefit of the owners of Exchange-traded bonds.
If one person is authorized to receive sums of yield on Exchange-traded bonds by several owners of Exchange-traded bonds, total sum should be transferred to such person without breakdown for each owner of Exchange-traded bonds.
Nominal holders of Exchange-traded bonds that are not the owners of Exchange-traded bonds, should transfer monetary funds to the owners of Exchange-traded bonds in order set by the contract made between the nominal holder and the owner of Exchange-traded bonds. Fulfillment of obligations under Exchange-traded bonds against the person included into the List of owners and/or nominal holders of Exchange-traded bonds being the payees of coupon yield should be recognized as proper in case of alienation of Exchange-traded bonds after the date of compilation of above mentioned List.
Coupon yield on partially placed Exchange-traded bonds should not be charged and paid off.
Obligations of the Issuer concerning repayment of coupon yield are considered as fulfilled since the moment of entering monetary funds in correspondent account of the bank receiving the payment.
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2. Coupon: 2 182nd (one hundred eighty second) day after start of placement of Exchange-traded bonds of the issue.
364th (three hundred sixty fourth) day after start of placement of Exchange-traded bonds of the issue.
364th (three hundred sixty fourth) day after start of placement of Exchange-traded bonds of the issue.
Repayment of Exchange-traded bonds yield should be executed for the benefit of the owners of Exchange-traded bonds being the owners of such bonds by the end of NDC operation day previous to the third working day before the end of the second coupon period.
Procedure of coupon (interest) yield repayment:
Order of repayment of the second coupon yield is similar to the procedure of repayment of the first coupon yield.
3. Coupon: 3
364th (three hundred sixty fourth) day after start of placement of Exchange-traded bonds of the issue.
546th (five hundred forty sixth) day after start of placement of Exchange-traded bonds of the issue.
546th (five hundred forty sixth) day after start of placement of Exchange-traded bonds of the issue.
Repayment of Exchange-traded bonds yield should be executed for the benefit of the owners of Exchange-traded bonds being the owners of such bonds by the end of NDC operation day previous to the third working day before the end of the third coupon period.
Procedure of coupon (interest) yield repayment:
Order of repayment of the third coupon yield is similar to the procedure of repayment of the first coupon yield. 4. Coupon: 4
546th (five hundred forty sixth) day after start of placement of Exchange-traded bonds of the issue.
728th (seven hundred twenty eighth) day after start of placement of Exchange-traded bonds of the issue.
728th (seven hundred twenty eighth) day after start of placement of Exchange-traded bonds of the issue.
Repayment of Exchange-traded bonds yield for the benefit of the owners of Exchange-traded bonds being the owners of such bonds by the end of NDC operation day previous to the third working day before the end of the fourth coupon period.
Procedure of coupon (interest) yield repayment:
Order of repayment of the fourth coupon yield is similar to the procedure of repayment of the first coupon yield.
5. Coupon: 5
728th (seven hundred twenty eighth) day after start of placement of Exchange-traded bonds of the issue.
910th (nine hundred tenth) day after start of placement of Exchange-traded bonds of the issue.
910th (nine hundred tenth) day after start of placement of Exchange-traded bonds of the issue.
Repayment of Exchange-traded bonds yield for the benefit of the owners of Exchange-traded bonds being the owners of such bonds by the end of NDC operation day previous to the third working day before the end of the fifth coupon period.
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Procedure of coupon (interest) yield repayment:
Order of repayment of the fifth coupon yield is similar to the procedure of repayment of the first coupon yield. 6. Coupon: 6
910th (nine hundred tenth) day after start of placement of Exchange-traded bonds of the issue.
1092nd (one thousand ninety second) day after start of placement of Exchange-traded bonds of the issue.
1092nd (one thousand ninety second) day after start of placement of Exchange-traded bonds of the issue.
Repayment of Exchange-traded bonds yield for the benefit of the owners of Exchange-traded bonds being the owners of such bonds by the end of NDC operation day previous to the third working day before the end of the sixth coupon period.
Procedure of coupon (interest) yield repayment:
Order of repayment of the sixth coupon yield is similar to the procedure of repayment of the first coupon yield. Sixth coupon period yield should be repaid along with redemption of outstanding part of face value of Exchange-traded bonds. Outstanding part of face value is defined as a difference between face value of one Exchange-traded bond and the part of Exchange-traded bond redeemed by its partial early redemption (if resolution on partial early redemption is adopted according to point 9.5 of of Resolution on securities issue and point 9.1.2 of the
Prospectus).
Prospective sources of fulfillment of obligations under issuer’s bonds and prognosis of the issuer
regarding availability of specified sources for the whole period of bonds circulation: The Issuer considers proceeds from main activities as sources of funds necessary to fulfill obligations
under Exchange-traded bonds. The Issuer assumes, that results of financial and business activities will allow to fulfill its obligations
under Exchange-traded bonds in due time and in full, during the whole period of Exchange-traded bonds circulation.
In case of placement of registered bonds or bonds provided with mandatory centralized storage, the
following data should be specified: Mandatory centralized storage of Exchange-traded bonds is provided. Date of compilation of the list of the owners of bonds to be discharged (repayment of interest (coupon),
redemption): Redemption (including early redemption): Repayment should be executed in the currency of Russian Federation by bank transfer of funds for the
benefit of Exchange-traded bonds owners, that are such owners by the end of operation day of NDC, previous to the 3rd (third) working day before the date of Exchange-traded bonds redemption (hereinafter referred to as the “Date of compilation of the list of owners and/or nominal holders of Exchange-traded bonds being the payees of redemption").
Repayment of coupon yield: Repayment should be executed in the currency of Russian Federation by bank transfer of funds for the
benefit of Exchange-traded bonds owners, that are such owners by the end of operation day of NDC, previous to the 3rd (third) working day before the date of repayment of coupon yield on Exchange-traded bonds (hereinafter referred to as the “Date of compilation of the list of owners and/or nominal holders of Exchange-traded bonds being the payees of coupon yield").
Fulfillment of obligations under Exchange-traded bonds against the person included into the List of
owners and/or nominal holders of Exchange-traded bonds being the payees of coupon yield should be recognized as proper in case of alienation of Exchange-traded bonds after the date of compilation of above mentioned List.
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In case of failure to submit or undue submission of information necessary for the Issuer to fulfill its obligation under Exchange-traded bonds to the registrar (the depositary undertaking centralized storage), the obligations should be fulfilled for the benefit of the person who have submitted request on obligations fulfillment and is the owner of Exchange-traded bonds by the date of request.
c) Procedure and conditions of early redemption of bonds: Possibility of early redemption of Exchange-traded bonds at consideration of the Issuer and by request
of bonds’ owners is provided. Early redemption of Exchange-traded bonds is allowed only after complete repayment and completion
of placement of the bonds, except of early redemption because of delisting of all kinds and types of shares or/and all bonds of the Issuer of Exchange-traded bonds at all Stock Exchanges admitting Exchange-traded bonds to trading (unless the bonds are delisted because of expiration of circulation period or redemption).
1. Early redemption by request of the owners:
A) In case of delisting of all kinds and types of shares or/and all bonds of the Issuer of Exchange-traded bonds at all Stock Exchanges admitting Exchange-traded bonds to trading (unless the bonds are delisted because of expiration of circulation period or redemption).
Early redemption of Exchange-traded bonds should be executed by outstanding part of face value. At this, accumulated coupon yield (hereinafter referred to as the “ACY”) calculated by the date of early redemption, should be paid off extra.
Procedure of early redemption by request of the owners: Early redemption of Exchange-traded bonds should be executed in monetary form via bank transfer of
funds in currency of Russian Federation. Option to select mode of redemption of Exchange-traded bonds by the owners is not provided.
Early redemption of Exchange-traded bonds should be done by Paying agent by order and at the
expense of the Issuer (hereinafter referred to as the "Paying agent”). Functions of Paying agent are performed by the following organization:
Full corporate name: National Dispatch Center, Closed Joint-Stock Company Short corporate name: NDC, CJSC Place of location: Moscow, Sredny Kislovsky pereulok (alley), house 1/13, building 4 Postal address: Russian Federation, 105062, Moscow, Mashkova street, house 13, building 1
If date of redemption of Exchange-traded bonds falls on day off, either state holiday or transactions’ day off, payment of accrued sum should be executed on the first working day next to the day off. Owner of Exchange-traded bond is not entitled to request either interest charge or any other compensation for such delay of payment.
Early redemption of Exchange-traded bonds should be executed by outstanding part of face value. At this, accumulated coupon yield (hereinafter referred to as the “ACY”) calculated by the date of early redemption, should be paid off extra.
Amount of ACY on Exchange-traded bond by the date of early redemption should be calculated by the following formula:
Procedure of evaluation of accumulated coupon yield on Exchange-traded bonds: ACY = = Cj * Nom * (T - T(j -1))/ 365/ 100%, where j – serial number of coupon period, j=1, 2, 3...6; ACY - accumulated coupon yield, in rubles; Nom - outstanding part of face value per one Exchange-traded bond, in rubles; Cj - value of interest rate of the j-th coupon, in percent interest per annum; T(j -1) – start of j-th coupon period (for the first coupon period Т (j-1) is the start of Exchange-traded
bonds placement); T – date of evaluation of accumulated coupon yield inside the j-th coupon period; Value of accumulated coupon yield should be calculated accurate within one kopeck.(Rounding should
be done according to the rules of mathematical rounding. At this, the following method of rounding is implied as the rule of mathematical rounding: value of integer should not be changed if followed by number from 0 to 4; value of integer should be increased by 1 if followed by number from 5 to 9.
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At redemption of Exchange-traded bonds, payment of outstanding part of face value of the bonds and
accumulated coupon yield should be executed in Russian rubles by bank transfer of funds. Terms (procedure of setting terms) during which the bonds could be early redeemed by the issuer or the
owners could submit (present) applications comprising request of early redemption: Owners of Exchange-traded bonds can submit applications of early redemption of Exchange-traded
bonds within 30 days after the date of Issuer’s disclosure of information that owners of Exchange-traded bonds are entitled to request early redemption of the bonds and conditions of such redemption via news feed, otherwise, if within 30 days after delisting the shares of the Issuer of Exchange-traded bonds are not included into the list of securities admitted to trading by the Stock Exchange, applications of early redemption of Exchange-traded bonds can be submitted by the owners of Exchange-traded bonds before the date of Exchange-traded bonds redemption.
Procedure of Issuer’s disclosure of information on early redemption of the bonds: If the Issuer receives notification from the Stock Exchange admitting Exchange-traded bonds to
trading concerning adoption of resolution on delisting of shares of all categories and kinds and/or all bonds of the Issuer at all Stock Exchanges admitting Exchange-traded bonds to trading (except of delisting of bonds because of expiration of their circulation period or redemption) and on accrual of Exchange-traded bonds owners’ right to request advanced repayment of Exchange-traded bonds (if the shares of all categories and kinds and/or all bonds of the Issuer are delisted at all Stock Exchanges admitting Exchange-traded bonds to trading, unless the bonds are delisted because of expiration of their circulation period or redemption), corresponding notification should be published by the Issuer under the title of "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" within the following terms after the date of Issuer’s receipt of above mentioned notification from the Stock Exchange:
• within 1 (one) day, via news feed of INTERFAX, information agency authorized by Federal
executive body for equity market for disclosure of information at equity market;
• within 2 (two) days via Issuer’s Internet page located to the following address: http://www.aeroflot.ru.
Specified notification should contain conditions of early redemption (including the price of early redemption).
In addition, the Issuer should sent an announcement of the fact that Stock Exchange has sent the notification on adoption of resolution on delisting of shares of all categories and kinds and/or all bonds of the Issuer of Exchange-traded bonds at all Stock Exchanges admitting Exchange-traded bonds to trading (unless the bonds were delisted because of expiration of their circulation period or redemption) and the fact that the Issuer accepts Requirements of early redemption of Exchange-traded bonds (if the shares of all categories and kinds and/or all bonds of the Issuer of Exchange-traded bonds admitted to trading at Stock Exchanges are delisted at all Stock Exchanges admitting Exchange-traded bonds to trading, except of delisting of bonds because of expiration of their circulation period or redemption) to National Dispatch Center.
It is presumed that depositors of NDC are duly authorized to receive sums of early redemption under
Exchange-traded bonds and/or undertake any other actions necessary for early redemption of Exchange-traded bonds for the benefit of the owners of Exchange-traded bonds.
Depositor of NDC or nominal holder and depositor of NDC, authorized by the owner of Exchange-traded bonds to perform actions on early redemption of Exchange-traded bonds, should submit order of transfer of Exchange-traded bonds subject to early redemption to NDC, to the section of its deposit account intended for accounting of Exchange-traded bonds subject to early redemption.
Afterwards, the owner of Exchange-traded bonds or the person authorized by the owner of Exchange-
traded bonds to perform actions on early redemption of Exchange-traded bonds (including depositors of NDC or nominal holders and depositors of NDC) should present the Issuer with written Requirement of early redemption of Exchange-traded bonds along with the following documents appended:
- Copy of NDC report on transaction under deposit account of the owner (nominal holder) of Exchange-traded bonds relating transfer of Exchange-traded bonds to the section of its deposit account intended for accounting of Exchange-traded bonds subject to early redemption;
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- copy of account statement of deposit account of the owner of Exchange-traded bonds; - - documents providing authorities of the persons signing request in the name of the owner of
Exchange-traded bonds (if such request is presented by a representative of the owner of Exchange-traded bonds);
The request should comprise name of event, providing the owner of Exchange-traded bonds with title to early redemption, and also the following information:
a) full name of legal entity (or name, patronymic, surname of natural person) authorized to receive sums of redemption on Exchange-traded bonds;
b) number of Exchange-traded bonds accounted on deposit account of the person authorized to receive sums of redemption on Exchange-traded bonds;
c) place of location and postal address of the person authorized to receive sums of redemption of Exchange-traded bonds;
d) name and details of bank account of the person authorized to receive sums of redemption on Exchange-traded bonds, in particular:
- account number; - name of the bank (including name of the city/town of bank location) where the account is opened; - correspondent account of the bank, where the account is opened; - bank identification code account of the bank, where the account is opened; e) taxpayer identification number (TIN) of the person authorized to receive sums of redemption on
Exchange-traded bonds; f) tax position of the person authorized to receive sums of redemption on Exchange-traded bonds
(resident, non-resident having permanent representative office in the Russian Federation, non-resident having no permanent representative office in the Russian Federation, etc.);
g) taxpayer record validity code (KPP code) of the person authorized to receive sums of redemption on Exchange-traded bonds (if any).
h) Russian Classificatory of Companies & Enterprises code (OKPO); i) All-Russian Classifier of Types of Economic Activity code (OKVED); j) Bank Identification Code (BIC) (for credit organizations only). Legal entities being non-residents and natural persons should specify the following information if the
Request:
- full name of legal entity (or name, patronymic, surname of natural person) the owner of Exchange-traded bonds;
- - number of Exchange-traded bonds owned;
- e) full name of the person authorized to receive sums of redemption on Exchange-traded bonds;
- place of location (or registration in case of natural persons) and postal address (including ZIP code) of Exchange-traded bonds owner;
- e) bank account details of the person authorized to receive sums of redemption of Exchange-traded bonds;
- taxpayer identification number (TIN) of the owner of Exchange-traded bonds - - tax position of the owner of Exchange-traded bonds ; b) if the owner of Exchange-traded bonds is legal entity and non-resident, the following information
should be specified in addition:
- FCC foreign company code (if any); b) if the owner of Exchange-traded bonds is natural person, the following information should be
specified in addition:
- - kind, number, date and place of issue of identity proof of the owner of Exchange-traded bonds, name of authority issuing the corresponding document;
- place of registration and postal address (including ZIP code) of the owner of Exchange-traded bonds;
- - date, month and year of birth of identity proof of the owner of Exchange-traded bonds; - - number of State pension insurance certificate of identity proof of the owner of Exchange-traded
bonds (if any); Requests containing provisions of payment in cash should not be allowed. The Issuer is not responsible for early redemption of Exchange-traded bonds against the following
persons: - the persons failed to provide their applications in due time; - the persons whose application do not meet existing requirements.
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In addition to information on natural persons and legal entities being non-residents of the Russian Federation, that are the owners of Exchange-traded bonds, the nominal holder should give to the Issuer the following documents necessary to apply corresponding rates of tax at taxation of profits acquired on Exchange-traded bonds:
a) If the owner is legal entity being non-resident, confirmation of the fact that such legal entity being non-resident has permanent location in the state made international contract (agreement) regulating issues of taxation with the Russian Federation, attested by competent authority of corresponding foreign state, should be provided. If such proof is composed in foreign language, translation to Russian should be provided as well.
b) If recipient of profits on Exchange-traded bonds is permanent representative office being non-
resident, notary attested copy of certificate of registration with Tax Authority of the Russian Federation issued no earlier then during the previous tax period (if profit should be repaid to permanent representative office of the recipient of profit located in Russian Federation) should be provided.
c) In case of repayment to foreign citizens of the states having effective intergovernmental agreements
regarding avoidance of double taxation with Russian Federation, nominal holder and depositor of NDC should request from such foreign citizen and submit to NDC the document of confirmation that such foreign citizen is tax resident of foreign state in view to execute effective intergovernmental agreements regarding avoidance of double taxation concluded between the Russian Federation and foreign state, processed in accordance with requirements of Russian Tax Legislation.
d) In case of repayment to citizens of Russian Federation staying out of the boundaries of the Russian
Federation, nominal holder and depositor of NDC should request from such Russian Federation citizen and submit to NDC the application composed in free format to recognize status of foreign person on corresponding date of repayment according to clause 207 of Tax Code of the Russian Federation.
In case of failure to submit or undue submission of aforementioned documents, the Issuer is
responsible for non-usage of corresponding tax rates against the owners. The request should be presented to the Issuer's location address, from 9 to 18 o'clock on any working
day or sent via post to the Issuer’s postal address after the date when the owner of Exchange-traded bonds became entitled to request early redemption of Exchange-traded bonds.
Within 7 (seven) working days after the date of receipt of above mentioned documents, the Issuer should examine the documents and if the documents comply with Issuer’s requirements specified in the Resolution on securities issue and the Prospectus regarding such documents’ form and contents, within 14 (fourteen days) after the date of receipt of mentioned Request the Issuer should transfer necessary sum of monetary funds (due to the owner of Exchange-traded bonds) to the account of the Paying agent and provide the Paying agent with notification comprising information mentioned in the Request of early redemption of Exchange-traded bonds and also all data necessary for execution of payment by the Paying agent to the benefit of the owner of Exchange-traded bonds. Copy of NDC report on transaction under deposit account of the owner (nominal holder) of Exchange-traded bonds relating transfer of Exchange-traded bonds to the section of its deposit account intended for accounting of Exchange-traded bonds subject to early redemption should be attached to the notification by the Issuer.
If form or contains of the documents provided by the owner of Exchange-traded bonds does not comply
with requirements set by the Resolution on securities issue and the Prospectus, and also in case of other grounds making execution of the Request impossible, the Issuer should sent notification on reasons of documents decline to the owner of Exchange-traded bonds within 7 (seven) working days after the date of such documents receipt. Receipt of above mentioned notification does not deprive the owner of Exchange-traded bonds of the right to apply for early redemption of Exchange-traded bonds again.
If the Request on early redemption presented to the Issuer and/or ant other required documents do not comply with conditions of the Resolution on securities issue and the Prospectus, the Issuer should sent information on allowance/refusal to allow Request of early redemption to NDC (including information on the name, Name, Patronymic, Surname of the owner as natural person, number of Exchange-traded bonds, name of the Depositary where owner’s deposit account is opened).
Procedure of charging Exchange-traded bonds to/off the section of deposit account intended for
accounting of Exchange-traded bonds subject to early redemption should be set according to conditions of depositary business and other internal documents of NDC.
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Within 2 (two)days after receipt of monetary funds and information required for execution of
corresponding payment to the benefit of the owner of Exchange-traded bonds from the Issuer, the Paying agent should transfer monetary funds to the benefit of the owner of Exchange-traded bonds using specified bank details. Paying agent should notify the Issuer on executed transfer no later then on the next working day after the date of repayment of monetary funds to the person/persons mentioned in Issuer’s order.
After the Issuer fulfills its obligations on early redemption and notifies NDC on it, the latter should
charge redeemed Exchange-traded bonds off the corresponding section of deposit account of the depositor intended for accounting of Exchange-traded bonds subject to early redemption and enter the bonds to the section of issue deposit account of the Issuer intended for accounting of redeemed Exchange-traded bonds in order set by NDC.
Exchange-traded bonds early redeemed by the Issuer cannot be issued to circulation. Based on the information provided by the Issuer, the Paying agent should calculate sums of monetary
funds to be repaid to each person authorized to receive sums of early redemption on Exchange-traded bonds to whose benefit required monetary funds were transferred by the Issuer.
If one person is authorized to receive sums of redemption on Exchange-traded bonds by several owners of Exchange-traded bonds, total sum should be transferred to such person without breakdown for each owner of Exchange-traded bonds.
Nominal holders of Exchange-traded bonds that are not the owners of Exchange-traded bonds, should transfer monetary funds received as redemption on Exchange-traded bonds, to the owners of Exchange-traded bonds in order set by the contract made between the nominal holder and the owner of Exchange-traded bonds.
Obligations of the Issuer concerning repayment of sums of redemption on Exchange-traded bonds are considered as fulfilled since the moment of entering monetary funds in correspondent account of the bank receiving the payment.
The Issuer should publish information on results of early redemption of the bonds (including information on the number of early redeemed bonds) within the terms and in order prescribed by point 11 of Resolution on securities issue and point 2.9 of the Prospectus. .
There are no other conditions of early redemption. B) If Exchange-traded bonds are entered into Quotation list B, their owners would become entitled to
request early redemption of such Exchange-traded bonds in case of delisting of the bonds at all Stock Exchanges entered such bonds into their Quotation lists.
Early redemption of Exchange-traded bonds should be executed by outstanding part of face value. At
this, accumulated coupon yield (hereinafter referred to as the “ACY”) calculated by the date of early redemption, should be paid off extra.
Procedure of early redemption by request of the owners: Early redemption of Exchange-traded bonds should be executed in monetary form via bank transfer of
funds in currency of Russian Federation. Option to select mode of redemption of Exchange-traded bonds by the owners is not provided.
Early redemption of Exchange-traded bonds should be done by Paying agent by order and at the
expense of the Issuer (hereinafter referred to as the "Paying agent”). Functions of Paying agent are performed by the following organization:
Full corporate name: National Dispatch Center, Closed Joint-Stock Company Short corporate name: NDC, CJSC Place of location: Moscow, Sredny Kislovsky pereulok (alley), house 1/13, building 4 Postal address: Russian Federation, 105062, Moscow, Mashkova street, house 13, building 1
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If date of redemption of Exchange-traded bonds falls on day off, either state holiday or transactions’
day off, payment of accrued sum should be executed on the first working day next to the day off. The owner of Exchange-traded bond is not entitled to request either interest charge or any other compensation for such delay of payment.
Amount of ACY on Exchange-traded bond by the date of early redemption, should be calculated by the following formula:
Procedure of evaluation of accumulated coupon yield on Exchange-traded bonds:
ACY = Cj * Nom * (T - T(j -1))/ 365/ 100%, where
j – serial number of coupon period, j=1, 2, 3...6;
ACY - accumulated coupon yield, in rubles;
Nom - outstanding part of face value per one Exchange-traded bond, in rubles;
Cj - value of interest rate of the j-th coupon, in percent interest per annum; T(j -1) – start of j-th coupon period (for the first coupon period Т (j-1) is the start of Exchange-traded
bonds placement);
T – date of evaluation of accumulated coupon yield inside the j-th coupon period; Value of accumulated coupon yield should be calculated accurate within one kopeck.(Rounding should be done
according to the rules of mathematical rounding. At this, the following method of rounding is implied as the rule of mathematical rounding: value of integer should not be changed if followed by number from 0 to 4; value of integer should be increased by 1 if followed by number from 5 to 9.
Redemption of outstanding part of face value of Exchange-traded bonds and accumulated yield at
redemption of the bonds should be executed in Russian rubles by bank transfer of funds.
Terms (procedure of setting terms) of possible early redemption of the bonds by the issuer or possible submission (presentation) of applications comprising request of early redemption by the owners:
Date of early redemption. Exchange-traded bonds should be redeemed by request of the owners on expiration of 50 working days after the date of Issuer’s receipt of corresponding notification by Stock Exchange on adoption of resolution on delisting of Exchange-traded bonds if Exchange-traded bonds of the Issuer are not entered into Quotation lists of other Stock Exchanges.
Applications comprising request of early redemption of Exchange-traded bonds should be sent to the
Issuer within 15 working days after the date of disclosure of information on early redemption via news feed. Procedure of Issuer’s disclosure of information on early redemption of the bonds: Announcement of Issuer’s receipt of Stock Exchange’s notification on adoption of resolution on
delisting of Exchange-traded bonds (in case the Exchange-traded bonds of the Issuer are not entered into Quotation lists of the other Stock Exchanges) and on advanced repayment of Exchange-traded bonds should be published by the Issuer on form of “Report of information, which may exert substantial influence upon price of Joint-Stock company securities”, within the following terms after the date of Issuer’s receipt of Stock Exchange’s notification on adoption of resolution on delisting of Exchange-traded bonds:
• via news feed of INTERFAX, information agency authorized by Federal executive body for equity
market for disclosure of information at equity market, within 1 (one) day;
• via Issuer’s Internet page located to the following address: http://www.aeroflot.ru, within 2 (two) days.
The Issuer should also send notification to NDC concerning receipt of Stock Exchange’s notification on adoption of resolution on delisting of Exchange-traded bonds (in case the Exchange-traded bonds are not entered into Quotation list of the other Stock Exchanges).The fact that the Issuer accepts Requirements of advanced repayment of Exchange-traded bonds and the date of advanced repayment of Exchange-traded bonds should also be specified in the notification.
It is presumed that depositors of NDC are duly authorized to receive sums of early redemption under
Exchange-traded bonds and/or undertake any other actions necessary to carry out early redemption of Exchange-traded bonds for the benefit of the owners of Exchange-traded bonds.
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Depositor of NDC or nominal holder being the depositor of NDC, authorized by the owner of
Exchange-traded bonds to perform actions necessary to carry out early redemption of Exchange-traded bonds, should submit order of transfer of Exchange-traded bonds subject to early redemption to NDC, to the section of its deposit account intended for accounting of Exchange-traded bonds subject to early redemption.
Afterwards, the owner of Exchange-traded bonds or the person authorized by the owner of Exchange-
traded bonds to perform actions necessary to carry out early redemption of Exchange-traded bonds (including depositors of NDC or nominal holders being the depositors of NDC) should present the Issuer with written Request of early redemption of Exchange-traded bonds along with the following documents appended:
- Copy of NDC report on transaction under deposit account of the owner (nominal holder) of Exchange-traded bonds relating transfer of Exchange-traded bonds to the section of its deposit account intended for accounting of Exchange-traded bonds subject to early redemption;
- copy of statement of deposit account of the owner of Exchange-traded bonds; - - documents proving authority of the persons signing request in the name of the owner of Exchange-
traded bonds (if such request is presented by a representative of the owner of Exchange-traded bonds); The request should comprise the name of event, providing the owner of Exchange-traded bonds with
title to early redemption, and also the following information: a) full name of legal entity (or name, patronymic, surname of natural person) authorized to receive
sums of redemption on Exchange-traded bonds; b) number of Exchange-traded bonds accounted on deposit account of the person authorized to receive
sums of redemption on Exchange-traded bonds; c) place of location and postal address of the person authorized to receive sums of redemption of
Exchange-traded bonds; d) name and details of bank account of the person authorized to receive sums of redemption on
Exchange-traded bonds, in particular: - account number; - name of the bank (including name of the city/town of bank location) where the account is opened; - correspondent account of the bank, where the account is opened; - bank identification code account of the bank, where the account is opened; e) taxpayer identification number (TIN) of the person authorized to receive sums of redemption of
Exchange-traded bonds; f) tax position of the person authorized to receive sums of redemption of Exchange-traded bonds
(resident, non-resident having permanent representative office in the Russian Federation, non-resident having no permanent representative office in the Russian Federation, etc.);
c) taxpayer record validity code (KPP code) of the person authorized to receive sums of redemption on Exchange-traded bonds (if any).
h) Russian Classificatory of Companies & Enterprises code (OKPO); i) All-Russian Classifier of Types of Economic Activity code (OKVED); j) Bank Identification Code (BIC) (for credit organizations only). Non-residents and natural persons should specify the following information in the Request:
- full name (or name, patronymic, surname of natural person) the owner of Exchange-traded bonds;
- e) full name of the person authorized to receive sums of redemption on Exchange-traded bonds;
- place of location (or registration in case of natural persons) and postal address (including ZIP code) of Exchange-traded bonds owner;
- e) bank account details of the person authorized to receive sums of redemption of Exchange-traded bonds;
- taxpayer identification number (TIN) of the owner of Exchange-traded bonds - - tax position of the owner of Exchange-traded bonds ; If the owner of Exchange-traded bonds is legal entity and non-resident, the following information
should be specified: - FCC foreign company code (if any); If the owner of Exchange-traded bonds is natural person, the following information should be
specified:
- - kind, number, date and place of issue of identity proof of the owner of Exchange-traded bonds, name of authority issuing the corresponding document;
- - date, month and year of birth of identity proof of the owner of Exchange-traded bonds. Requests containing provisions of repayment in cash should not be allowed.
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The Issuer is not responsible for early redemption of Exchange-traded bonds against the following
persons: - the persons failed to provide their applications in due time; - the persons submitting an application which does not comply with existing requirements. No later then on the 2nd (second) working day before the date of redemption repayment, the nominal
holder should submit to NDC the following documents necessary to apply corresponding rates of tax at taxation of profits acquired on Exchange-traded bonds in addition to information on natural persons and legal entities and non-residents of the Russian Federation, that are the owners of Exchange-traded bonds, included into the List of owners and/or nominal holders:
a) If the owner is legal entity being non-resident, confirmation of the fact that such legal entity being non-resident has permanent location in the state made international contract (agreement) regulating issues of taxation with the Russian Federation, attested by competent authority of corresponding foreign state, should be provided. If such confirmation is composed in foreign language, translation to Russian should be provided as well.
b) If recipient of profits on Exchange-traded bonds is permanent representative office of legal entity
being non-resident, notary attested copy of certificate of registration with Tax Authority of the Russian Federation issued no earlier then during the previous tax period (if profit should be repaid to permanent representative office of the recipient of profit located in Russian Federation) should be provided.
c) In case of repayment to foreign citizens of the states having effective intergovernmental agreements regarding avoidance of double taxation with Russian Federation, nominal holder being the depositor of NDC should request from such foreign citizen and submit to NDC the document of confirmation that such foreign citizen is tax resident of foreign state in view to execute effective intergovernmental agreements regarding avoidance of double taxation concluded between the Russian Federation and foreign state, processed in accordance with requirements of Russian Tax Legislation.
d) In case of repayment to citizens of Russian Federation staying out of the boundaries of the Russian
Federation, nominal holder being the depositor of NDC should request from such Russian Federation citizen and submit to NDC the application composed in free format to recognize status of foreign person on corresponding date of repayment according to clause 207 of Tax Code of the Russian Federation.
In case of failure to submit or undue submission of aforementioned documents, the Issuer is not
responsible for non-usage of corresponding tax rates against the owners. Request should be delivered to Issuer’s address of location, from 9 to 18 o’clock or sent to Issuer’s
postal address within 15 working days after the day of disclosure of information on early redemption via news feed.
Within 7 (seven) working days after the date of receipt of above mentioned documents, the Issuer should examine the documents and if the documents comply with Issuer’s requirements specified in the Resolution on securities issue and the Prospectus regarding such documents’ form and contents, the Issuer should transfer necessary sum of monetary funds (due to the owner of Exchange-traded bonds) to the account of the Paying agent and provide the Paying agent with notification comprising information mentioned in the Request of early redemption of Exchange-traded bonds and also all data necessary for execution of payment by the Paying agent to the benefit of the owner of Exchange-traded bonds. Copy of NDC report on transaction under deposit account of the owner (nominal holder) of Exchange-traded bonds relating transfer of Exchange-traded bonds to the section of its deposit account intended for accounting of Exchange-traded bonds subject to early redemption should be attached to the notification by the Issuer.
If form or contents of the documents provided by the owner of Exchange-traded bonds does not comply
with requirements set by the Resolution on securities issue and the Prospectus, and also in case of other grounds making execution of the Request impossible, the Issuer should sent notification on reasons of non-acceptance of the documents to the owner of Exchange-traded bonds within 7 (seven) working days after the date of such documents receipt. Receipt of above mentioned notification does not deprive the owner of Exchange-traded bonds of the right to apply for early redemption of Exchange-traded bonds again.
If the Request on early redemption presented to the Issuer and/or any other required documents do not comply with conditions of the Resolution on securities issue and the Prospectus, the Issuer should sent information on allowance/refusal to allow Request of early redemption to NDC (including information on the name, Name, Patronymic, Surname of the owner as natural person, number of Exchange-traded bonds, name of the Depositary where owner’s deposit account is opened).
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Procedure of charging Exchange-traded bonds to/off the section of deposit account intended for
accounting of Exchange-traded bonds subject to early redemption should be set according to conditions of depositary business and other internal documents of NDC.
Within 2 (two) days after receipt of monetary funds and information required for execution of
corresponding payment to the benefit of the owner of Exchange-traded bonds from the Issuer, the Paying agent should transfer monetary funds to the benefit of the owner of Exchange-traded bonds using specified bank details. Paying agent should notify the Issuer on executed transfer no later then on the next working day after the date of repayment of monetary funds to the persons mentioned in Issuer’s order.
All Requests of early redemption of Exchange-traded bonds meeting requirements specified in the
present point above should be satisfied and corresponding early redemption should be carried out. After the Issuer fulfills its obligations on early redemption and notifies NDC on it, the latter should
charge redeemed Exchange-traded bonds off the corresponding section of deposit account of the depositor intended for accounting of Exchange-traded bonds subject to early redemption and enter the bonds to the section of issue deposit account of the Issuer intended for accounting of redeemed Exchange-traded bonds, in order set by NDC.
Exchange-traded bonds early redeemed by the Issuer cannot be issued to circulation. The Issuer should publish information on results of early redemption of the bonds (including
information on the number of early redeemed bonds) within the terms and in order prescribed by point 11 of Resolution on securities issue and point 2.9 of the Prospectus.
The Issuer should transfer monetary funds aimed for early redemption of Exchange-traded bonds to
the account of Paying agent within the terms and in order set by the Contract made between the Issuer and Paying agent.
Based on the notification and data provided by the Issuer, the Paying agent should calculate sums of monetary funds to be repaid to each person authorized to receive sums of early redemption on Exchange-traded bonds to whose benefit required monetary funds were transferred by the Issuer.
On the date of early redemption of Exchange-traded bonds the Paying agent should transfer required monetary funds to accounts of the persons authorized to receive sums of early redemption on Exchange-traded bonds for the benefit of the owners of Exchange-traded bonds.
If one person is authorized to receive sums of redemption on Exchange-traded bonds by several owners of Exchange-traded bonds, total sum should be transferred to such person without breakdown for each owner of Exchange-traded bonds.
Nominal holders of Exchange-traded bonds that are not the owners of Exchange-traded bonds, should transfer monetary funds received as redemption on Exchange-traded bonds, to the owners of Exchange-traded bonds in order set by the contract made between the nominal holder and the owner of Exchange-traded bonds.
Obligations of the Issuer concerning repayment of sums of redemption on Exchange-traded bonds are considered as fulfilled since the moment of entering monetary funds into correspondent account of payee bank.
The Issuer should publish information on results of early redemption of the bonds (including information on the number of early redeemed bonds) within the terms and in order prescribed by point 11 of Resolution on securities issue and point 2.9 of the Prospectus.
Other conditions and procedure of early redemption of bonds set by the Standards of securities issue and
registration of prospectus approved by the Order No. 07-4/ пз-н by FFMS (Federal Financial Markets Service) of Russia of 25.01.2007, subject to if early redemption is carried out at discretion of the Issuer or by request of bonds owners:
There are no any other conditions. 2. Early redemption at discretion of the Issuer. A) Possibility or impossibility of early redemption of Exchange-traded bonds within the period of their
circulation at discretion of the Issuer should be set by resolution of Issuer’s authorized Regulatory body
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before the start of Exchange-traded bonds placement. At this, if the Issuer adopts resolution on possibility of early redemption of Exchange-traded bonds at its own discretion, the Issuer should specify the date of such possible early redemption of Exchange-traded bonds at its own discretion by aforesaid resolution.
If the Issuer adopts resolution on possibility of early redemption of Exchange-traded bonds at its own discretion, purchase of Exchange-traded bonds should imply consent of the buyer of Exchange-traded bonds to possibility of early redemption of the bonds at discretion of the Issuer.
Procedure of disclosure of information on adoption of resolution on possibility or impossibility of early
redemption of Exchange-traded bonds at discretion of the Issuer. The announcement of Issuer's adoption of resolution on possibility or impossibility of early redemption
of Exchange-traded bonds at discretion of the Issuer should be published in form of "Report of information, which may exert substantial influence upon price of Joint-Stock company securities” in the following way:
- via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity
market for disclosure of information at equity market, no later then 1 (one) day after the date of adoption of resolution on possibility or impossibility of advance repayment of Exchange-traded bonds and no later then on the day previous to the start of Exchange-traded bonds placement;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, no later then 2 (two) days after the date of execution of resolution on possibility or impossibility of early redemption of Exchange-traded bonds and no later then the day previous to start of Exchange-traded bonds placement.
Text of announcement comprising information, which may exert substantial influence upon price of
securities of Joint-Stock company, should be available via Internet page during the whole period of Exchange-traded bonds circulation.
In case of adoption of resolution on possibility of early redemption of Exchange-traded bonds at
discretion of the Issuer, such announcement should comprise procedure of adoption of resolution on early redemption of Exchange-traded bonds by the Issuer, terms and procedure of disclosure of information on adoption of resolution on early redemption of Exchange-traded bonds, and the date of possible early redemption of Exchange-traded bonds at discretion of the Issuer among the other data.
The Issuer should inform Stock Exchange and NDC on all adopted resolutions including resolution on either possibility/date, terms and conditions of execution or non-execution of early redemption of Exchange-traded bonds at discretion of the Issuer on the date set forth earlier, but no later then the second working day after the date of adoption of corresponding resolution.
Procedure of early redemption of Exchange-traded bonds at discretion of the Issuer. In case resolution on possibility of early redemption of Exchange-traded bonds at discretion of the
Issuer is not adopted, authorized Regulatory body of the Issuer can adopt resolution on early redemption of Exchange-traded bonds no later then 20 working days before the date of such possible redemption set by Issuer’s resolution on early redemption of Exchange-traded bonds at discretion of the Issuer.
Early redemption of Exchange-traded bonds should be executed in monetary form via bank transfer of funds in currency of Russian Federation. Option to select mode of redemption of Exchange-traded bonds by the owners is not provided.
Early redemption of Exchange-traded bonds at discretion of the Issuer should be applied to all
Exchange-traded bonds of the issue. Early redemption of Exchange-traded bonds should be done by Paying agent by order and at the
expense of the Issuer (hereinafter referred to as the "Paying agent”). Functions of Paying agent are performed by the following organization:
Full corporate name: National Dispatch Center, Closed Joint-Stock Company Short corporate name: NDC, CJSC Place of location: Moscow, Sredny Kislovsky pereulok (alley), house 1/13, building 4 Postal address: Russian Federation, 105062, Moscow, Mashkova street, house 13, building 1 If date of redemption of Exchange-traded bonds falls on day off, either state holiday or transactions’
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day off, payment of accrued sum should be executed on the first working day next to the day off. The owner of Exchange-traded bond is not entitled to request either interest charge or any other compensation for such delay of payment.
Early redemption of Exchange-traded bonds should be executed by outstanding part of face value. At this, ACY calculated on the date of early redemption of Exchange-traded bonds should be repaid extra.
Amount of ACY on Exchange-traded bond on the date of early redemption, should be calculated by the following formula:
Procedure of evaluation of accumulated coupon yield on Exchange-traded bonds: ACY = = Cj * Nom * (T - T(j -1))/ 365/ 100%, where j – serial number of coupon period, j=1, 2, 3...6; ACY - accumulated coupon yield, in rubles; Nom - outstanding part of face value per one Exchange-traded bond, in rubles; Cj - value of interest rate of the j-th coupon, in percent interest per annum; T(j -1) – start of j-th coupon period (for the first coupon period Т (j-1) is the start of Exchange-traded
bonds placement); T – date of evaluation of accumulated coupon yield inside the j-th coupon period; Repayment of face value of Exchange-traded bonds and ACY should be executed in the currency of
Russian Federation by bank transfer of funds for the benefit of Exchange-traded bonds owners, that are such owners by the end of operation day of NDC, previous to the 3rd (third) working day before the date of early redemption of Exchange-traded bonds (hereinafter referred to as the “Date of compilation of the list of owners and/or nominal holders of Exchange-traded bonds being the payees of early redemption").
It is presumed that nominal holders and depositors of NDC are entitled to receive monetary funds received as sum of early redemption on Exchange-traded bonds. Depositors of NDC that are not nominal holders and are not authorized by their clients to receive monetary funds at repayment of sum of early redemption on Exchange-traded bonds, should pass list of owners of Exchange-traded bonds to NDC no later then by 12 hours 00 minutes (Moscow time, GMT +3) of the 3rd (third) working day before the date of early redemption of Exchange-traded bond. The list should comprise all bank details specified below in the List of owners and/or nominal holders of Exchange-traded bonds being the payees of early redemption.
If the owner of Exchange-traded bonds is not depositor of NDC, he/she can authorize a nominal holder of the bonds and the depositor of NDC to receive sums paid off as early redemption of Exchange-traded bonds.
If rights of the owner of Exchange-traded bonds are accounted by a nominal holder of Exchange-traded bonds and the nominal holder of Exchange-traded binds is authorized to receive sums of early redemption of Exchange-traded bonds, such nominal holder is considered as the person authorized to receive sums of early redemption of Exchange-traded bonds. .
If rights of the owner of Exchange-traded bonds are not accounted by a nominal holder of Exchange-traded bonds or the nominal holder is not authorized to receive sums of early redemption of Exchange-traded bonds by the owner, the owner of Exchange-traded bonds is considered as the person authorized to receive sums of early redemption of Exchange-traded bonds.
Based on existing data and/or information provided by the depositors, NDC should compile the List of owners and/or nominal holders of Exchange-traded bonds being the payees of early redemption. This list should be given to the Issuer and/or Paying agent no later then on the 2nd (second) working day before the date of early redemption of Exchange-traded bonds. List of owners and/or nominal holders of Exchange-traded bonds being the payees of redemption should include the following data:
a) full name of legal entity (or name, patronymic, surname of natural person) authorized to receive
sums of early redemption of Exchange-traded bonds; b) number of Exchange-traded bonds accounted on deposit accounts of the person authorized to
receive sums of early redemption of Exchange-traded bonds; c) place of location and postal address of the person authorized to receive sums of early redemption of
Exchange-traded bonds; d) following details of bank settlement account of the person authorized to receive sums of early
redemption of Exchange-traded bonds, in particular: - number of bank account; - name of the bank (including name of the city/town of bank location) where the account is opened; - correspondent account of the bank, where the account is opened; - bank identification code account of the bank, where the account is opened; e) taxpayer identification number (TIN) of the person authorized to receive sums of early redemption of
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Exchange-traded bonds; f) tax position of the person authorized to receive sums of early redemption of Exchange-traded bonds
(resident, non-resident having permanent representative office in the Russian Federation, non-resident having no permanent representative office in the Russian Federation, etc.);
c) taxpayer record validity code (KPP code) of the person authorized to receive sums of early redemption of Exchange-traded bonds (if any).
If there are natural persons or legal entities that being non-residents of the Russian Federation among the owners of Exchange-traded bonds, instead of information specified above, nominal holder should submit to NDC and NDC should include into the List of owners and/or nominal holders of Exchange-traded bonds being the payees of early redemption, the following information regarding natural persons or legal entities being non-residents of the Russian Federation that are the owners of Exchange-traded bonds, regardless if the nominal holder is authorized to receive sums of redemption of Exchange-traded bonds or not.
- full name (or name, patronymic, surname of natural person) the owner of Exchange-traded bonds;
- - number of Exchange-traded bonds owned;
- e) full name of the person authorized to receive sums of early redemption on Exchange-traded bonds;
- place of location (or registration in case of natural persons) and postal address (including ZIP code) of Exchange-traded bonds owner;
- e) bank account details of the person authorized to receive sums of early redemption of Exchange-traded bonds;
- taxpayer identification number (TIN) of the owner of Exchange-traded bonds; - - tax position of the owner of Exchange-traded bonds ; a) if the owner of Exchange-traded bonds is legal entity being non-resident, FCC (foreign company
code) should be specified in addition; b) if the owner of Exchange-traded bonds is natural person, the following information should be
specified in addition: - kind, number, date and place of issue of identity proof, name of authority issuing the corresponding
document; - date, month and year of birth of identity proof holder; - number of State pension insurance certificate of identity proof holder (if any); No later then on the 3rd (third) working day before the date of redemption repayment, the nominal
holder should submit to NDC the following documents necessary to apply corresponding rates of tax at taxation of profits acquired on Exchange-traded bonds in addition to information on natural persons and legal entities being non-residents of the Russian Federation, that are the owners of Exchange-traded bonds, included into the List of owners and/or nominal holders:
a) If the owner of Exchange-traded bonds is legal entity being non-resident, confirmation of the fact that such legal entity being non-resident has permanent location in the state made international contract (agreement) regulating issues of taxation with the Russian Federation, attested by competent authority of corresponding foreign state, should be provided. If such confirmation is composed in foreign language, translation to Russian should be provided as well.
b) If recipient of profits on Exchange-traded bonds is permanent representative office of legal entity
being non-resident, notary attested copy of certificate of registration with Tax Authority of the Russian Federation issued no earlier then during the previous tax period (if profit should be repaid to permanent representative office of the recipient of profit located in Russian Federation) should be provided.
c) In case of repayment to foreign citizens of the states having effective intergovernmental agreements regarding avoidance of double taxation with Russian Federation, nominal holder and depositor of NDC should request from such foreign citizen and submit to NDC the document of confirmation that such foreign citizen is tax resident of foreign state in view to execute effective intergovernmental agreements regarding avoidance of double taxation concluded between the Russian Federation and foreign state, processed in accordance with requirements of Russian Tax Legislation.
d) In case of repayment to citizens of Russian Federation staying out of the boundaries of the Russian
Federation, nominal holder and depositor of NDC should request from such Russian Federation citizen and submit to NDC the application composed in free format to recognize status of foreign person on corresponding date of repayment according to clause 207 of Tax Code of the Russian Federation.
In case of failure to submit or undue submission of aforementioned documents, the Issuer is not
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responsible for non-usage of corresponding tax rates against the owners. The owners of Exchange-traded bonds, the persons authorized by them including depositors of NDC,
should monitor completeness and relevance of bank account details provided to NDC on their own. In case of failure to submit or undue submission of aforementioned details to NDC by above mentioned persons, the obligations should be fulfilled for the benefit of the person who have submitted request on obligations fulfillment and is the owner of Exchange-traded bonds on the date of such request. At this, obligations under Exchange-traded bonds should be fulfilled by the Issuer based on NDC data. In this case Issuer’s obligations are considered as fulfilled completely and properly. If because of incorrect details of bank account provided by the owner of nominal holder or submitted to Depositary earlier or any other improper information necessary to fulfillment of Issuer's obligations under Exchange-traded bonds, the Paying agent is not able to transfer monetary funds in due time, such delay cannot be recognized as arrears of obligations on Exchange-traded bonds, and the owner of Exchange-traded bonds is not entitled to request to charge interest or any other compensation for such delay of payment.
The Issuer should transfer monetary funds intended for early redemption of Exchange-traded bonds to the account of Paying agent within the terms and in order set by the Contract made between the Issuer and Paying agent.
Based on the List of owners and/or nominal holders of Exchange-traded bonds being the payees of early redemption of Exchange-traded bonds provided by the Depositary, Paying agent should calculate sums of monetary funds to be paid off to each person authorized to receive sums of early redemption on Exchange-traded bonds.
On the date of early redemption of Exchange-traded bonds the Paying agent should transfer required monetary funds to accounts of the persons authorized to receive sums of early redemption on Exchange-traded bonds for the benefit of the owners of Exchange-traded bonds.
If one person is authorized to receive sums of early redemption on Exchange-traded bonds by several owners of Exchange-traded bonds, total sum should be transferred to such person without breakdown for each owner of Exchange-traded bonds.
Nominal holders of Exchange-traded bonds that are not the owners of Exchange-traded bonds, should transfer monetary funds received as redemption on Exchange-traded bonds, to the owners of Exchange-traded bonds in order set by the contract made between the nominal holder and the owner of Exchange-traded bonds.
Fulfillment of obligations under Exchange-traded bonds against the person included into the List of
owners and/or nominal holders of Exchange-traded bonds being the payees of early redemption should be recognized as proper in case of alienation of Exchange-traded bonds after the date of compilation of above mentioned List.
Obligations of the Issuer concerning repayment of sums of redemption on Exchange-traded bonds are considered as fulfilled since the moment of entering monetary funds into correspondent account of payee bank.
Exchange-traded bonds early redeemed by the Issuer cannot be issued to circulation. Term of early redemption of Exchange-traded bonds by the Issuer If the Issuer adopts resolution on early redemption of Exchange-traded bonds at discretion of the
Issuer, Exchange-traded bonds should be early redeemed on such date set by aforementioned resolution when such early redemption is considered as possible by the Issuer.
Start of early redemption: The date set by Issuer’s resolution on possibility of early redemption at discretion of the Issuer when
such early redemption of Exchange-traded bonds is possible at discretion of the Issuer. End of early redemption: Dates of the start and the end of early redemption of Exchange-traded bonds are the same. Procedure of disclosure of information on early redemption of Exchange-traded bonds: The announcement containing information on Issuer’s adoption of resolution on early redemption of
Exchange-traded bonds should be published by the Issuer as "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" in the following way:
- - via news feed of INTERFAX, information agency authorized by Federal executive body for equity
market for disclosure of information at equity market, no later then 1 (one) day after the date of adoption of
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resolution on early redemption of Exchange-traded bonds;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, no later then 2 (two) days after the date of adoption of resolution on early redemption of Exchange-traded bonds;
Among the other data, such announcement should include information on the price, terms and
procedure of early redemption of Exchange-traded bonds to be executed by the Issuer. Disclosure of information on early redemption of the bonds at discretion of the Issuer should be done
no later then 14 days before the day of execution of such early redemption. Text of announcement comprising information, which may exert substantial influence upon price of
securities of Joint-Stock company, should be available via Internet page during the whole period of Exchange-traded bonds circulation.
The Issuer should inform Stock Exchange on all adopted resolutions including resolution on either
possibility/date, terms and conditions of execution or non-execution of early repayment of Exchange-traded bonds at discretion of the Issuer on the date set forth earlier, but no later then the second working day after the date of adoption of corresponding resolution.
No later then 14 (fourteen) days before the date of possible early redemption of Exchange-traded bonds
at discretion of the Issuer, the latter should send to NDC a notification on Issuer’s adoption of resolution on early redemption of Exchange-traded bonds at discretion of the Issuer and request for compilation of the List of the owners and/or nominal holders of Exchange-traded bonds being the payees of early redemption according to terms provided by the present point.
B) Before start of Exchange-traded bonds placement, authorized Regulatory body of the Issuer can
adopt resolution on partial early redemption of Exchange-traded bonds on the end of the regular coupon period (periods). At this, the Issuer should set number (numbers) of coupon period (periods) on end of which the Issuer should execute early redemption of certain part of face value of Exchange-traded bonds and interest of face value to be redeemed on the end of specified coupon period.
If resolution on partial early redemption of Exchange-traded bonds is adopted, purchase of Exchange-traded bonds implies consent of the buyer of Exchange-traded bonds to possibility of partial early redemption of the bonds at discretion of the Issuer.
Procedure of disclosure of information on adoption of resolution on partial early redemption of Exchange-
traded bonds on the end of regular coupon period (periods). Announcement of Issuer's adoption of resolution on partial early redemption of Exchange-traded
bonds on the end of regular coupon period (periods), should be published as "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" in the following way:
- - via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity
market for disclosure of information at equity market, no later then 1 (one) day after the date of adoption of resolution on partial early redemption of Exchange-traded bonds on the end of regular coupon period (periods) and no later then the day previous to the start of Exchange-traded bonds placement;
- - at Issuer’s Internet-site, which address is as follows: http://www.aeroflot.ru, no later then 2 (two) days after the date of adoption of resolution on partial early redemption of Exchange-traded bonds on the end of regular coupon period (periods) and no later then the day previous to the start of Exchange-traded bonds placement;
Text of announcement comprising information, which may exert substantial influence upon price of
securities of Joint-Stock company, should be available via Internet page during the whole period of Exchange-traded bonds circulation.
At this, the Issuer should set number (numbers) of coupon period (periods) on end of which the Issuer
should execute early redemption of certain part of face value of Exchange-traded bonds and interest of face value to be redeemed on the end of specified coupon period.
The Issuer should inform Stock Exchange on adopted resolutions no later then within 2 (two) working
days after the date of adoption of corresponding resolution.
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Procedure of partial early redemption of Exchange-traded bonds at discretion of the Issuer. Partial early redemption of Exchange-traded bonds at discretion of the Issuer should be executed on
condition of equal percentage of face value of Exchange-traded bonds applicable to all bonds of the issue. Partial early redemption of Exchange-traded bonds should be done by Paying agent by order and at the
expense of the Issuer (hereinafter referred to as the "Paying agent”). Functions of Paying agent are performed by the following organization:
Full corporate name: National Dispatch Center, Closed Joint-Stock Company Short corporate name: NDC, CJSC Place of location: Moscow, Sredny Kislovsky pereulok (alley), house 1/13, building 4 Postal address: Russian Federation, 105062, Moscow, Mashkova street, house 13, building 1 If date of partial early redemption of Exchange-traded bonds falls on day off, either state holiday or
transactions’ day off, payment of accrued sum should be executed on the first working day next to the day off. The owner of Exchange-traded bond is not entitled to request either interest charge or any other compensation for such delay of payment.
Partial early redemption of Exchange-traded bonds at discretion of the Issuer implies repayment of percentage of face value of Exchange-traded bond set by the Issuer before the start of Exchange-traded bonds placement. At this, coupon yield of i-th coupon period (where i is serial number of the coupon period on repayment date of which partial early redemption of issued bonds should be executed) should be paid off.
Partial early redemption of Exchange-traded bonds and repayment of coupon yield on Exchange-traded bonds at early redemption, should be executed in Russian rubles by bank transfer of funds for benefit of the owners of Exchange-traded bonds as of the end of NDC operations day previous to the 3-rd (third) working day before the date of partial early redemption of Exchange-traded bonds (hereinafter referred to as the “Date of compilation of the list of owners and/or nominal holders of Exchange-traded bonds intended being the payees of early redemption”).
It is presumed that nominal holders and depositors of NDC are entitled to receive monetary funds at repayment of sums of partial early redemption on Exchange-traded bonds. Depositors of NDC that are not nominal holders and are not authorized by their clients to receive monetary funds at repayment of sum of partial early redemption on Exchange-traded bonds, should pass list of owners of Exchange-traded bonds to NDC no later then by 12 hours 00 minutes (Moscow time, GMT +3) of the 3rd (third) working day before the date of partial early redemption of Exchange-traded bonds. The list should comprise all bank details specified below in the List of owners and/or nominal holders of Exchange-traded bonds being the payees of partial early redemption.
If the owner of Exchange-traded bonds is not depositor of NDC, he/she can authorize a nominal holder
of the bonds and the depositor of NDC to receive sums paid off as partial early redemption of Exchange-traded bonds.
If rights of the owner of Exchange-traded bonds are accounted by a nominal holder of Exchange-traded bonds and the nominal holder of Exchange-traded bonds is authorized to receive sums of partial early redemption of Exchange-traded bonds, such nominal holder is considered as the person authorized to receive sums of partial early redemption of Exchange-traded bonds.
If rights of the owner of Exchange-traded bonds are not accounted by a nominal holder of Exchange-traded bonds or the nominal holder is not authorized by the owner to receive sums of partial early redemption of Exchange-traded bonds, the owner of Exchange-traded bonds is considered as the person authorized to receive sums of partial early redemption of Exchange-traded bonds.
Based on existing data and/or information provided by the depositors, NDC should compile the List of owners and/or nominal holders of Exchange-traded bonds being the payees of partial early redemption. This list should be given to the Issuer and/or Paying agent no later then on the 2nd (second) working day before the date of partial early redemption of Exchange-traded bonds. List of owners and/or nominal holders of Exchange-traded bonds being the payees of partial early redemption should comprise the following data:
a) full name of legal entity (or name, patronymic, surname of natural person) authorized to receive sums of partial early redemption of Exchange-traded bonds;
b) number of Exchange-traded bonds accounted on deposit accounts of the person authorized to receive sums of partial early redemption of Exchange-traded bonds;
c) place of location and postal address of the person authorized to receive sums of partial early redemption of Exchange-traded bonds;
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d) following details of bank settlement account of the person authorized to receive sums of partial early redemption of Exchange-traded bonds, in particular:
- number of bank account; - name of the bank (including name of the city/town of bank location) where the account is opened; - correspondent account of the bank, where the account is opened; - bank identification code account of the bank, where the account is opened; e) taxpayer identification number (TIN) of the person authorized to receive sums of partial early
redemption of Exchange-traded bonds; f) tax position of the person authorized to receive sums of partial early redemption of Exchange-traded
bonds (resident, non-resident having permanent representative office in the Russian Federation, non-resident having no permanent representative office in the Russian Federation, etc.);
If there are natural persons or legal entities being non-residents of the Russian Federation among the owners of Exchange-traded bonds, instead of information specified above, nominal holder should submit to NDC and NDC should include into the List of owners and/or nominal holders of Exchange-traded bonds being the payees of partial early redemption, the following information regarding natural persons or legal entities being non-residents of the Russian Federation that are the owners of Exchange-traded bonds, regardless if the nominal holder is authorized to receive sums of redemption of Exchange-traded bonds or not.
− full name (or name, patronymic, surname of natural person) the owner of Exchange-traded bonds;
− - number of Exchange-traded bonds owned;
− e) full name of the person authorized to receive sums of redemption on Exchange-traded bonds;
− place of location (or registration in case of natural persons) and postal address (including ZIP code) of Exchange-traded bonds owner;
− e) bank account details of the person authorized to receive sums of redemption of Exchange-traded bonds;
− taxpayer identification number (TIN) of the owner of Exchange-traded bonds; − tax position of the owner of Exchange-traded bonds.
a) if the owner of Exchange-traded bonds is legal entity being non-resident, FCC (foreign company code) should be specified in addition (if any);
b) if the owner of Exchange-traded bonds is natural person, the following information should be specified in addition:
- kind, number, date and place of issue of identity proof, name of authority issuing the corresponding document;
- date, month and year of birth of identity proof holder; - number of State pension insurance certificate of identity proof holder (if any); No later then on the 3rd (third) working day before the date of redemption repayment, the nominal
holder should submit to NDC the following documents necessary to apply corresponding rates of tax at taxation of profits acquired on Exchange-traded bonds in addition to information on natural persons and legal entities and non-residents of the Russian Federation, that are the owners of Exchange-traded bonds, included into the List of owners and/or nominal holders:
a) If the owner of Exchange-traded bonds is legal entity being non-resident, confirmation of the fact that such legal entity being non-resident has permanent location in the state made international contract (agreement) regulating issues of taxation with the Russian Federation, attested by competent authority of corresponding foreign state, should be provided. If such confirmation is composed in foreign language, translation to Russian should be provided as well.
b) If recipient of profits on Exchange-traded bonds is permanent representative office of legal entity
being non-resident, notary attested copy of certificate of registration with Tax Authority of the Russian Federation issued no earlier then during the previous tax period (if profit should be repaid to permanent representative office of the recipient of profit located in Russian Federation) should be provided.
c) In case of repayment to foreign citizens of the states having effective intergovernmental agreements regarding avoidance of double taxation with Russian Federation, nominal holder and depositor of NDC should request from such foreign citizen and submit to NDC the document of confirmation that such foreign citizen is tax resident of foreign state in view to execute effective intergovernmental agreements regarding avoidance of double taxation concluded between the Russian Federation and foreign state, processed in accordance with requirements of Russian Tax Legislation.
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d) In case of repayment to citizens of Russian Federation staying out of the boundaries of the Russian Federation, nominal holder and depositor of NDC should request from such Russian Federation citizen and submit to NDC the application composed in free format to recognize status of foreign person on corresponding date of repayment according to clause 207 of Tax Code of the Russian Federation.
In case of failure to submit or undue submission of aforementioned documents, the Issuer is not
responsible for non-usage of corresponding tax rates against the owners. The owners of Exchange-traded bonds, the persons authorized by them including depositors of NDC,
should monitor completeness and relevance of bank account details provided to NDC on their own. In case of failure to submit or undue submission of aforementioned details to NDC by above mentioned persons, the obligations should be fulfilled for the benefit of the person who have submitted request on obligations fulfillment and is the owner of Exchange-traded bonds on the date of such request. At this, obligations under Exchange-traded bonds should be fulfilled by the Issuer based on NDC data. In this case Issuer’s obligations are considered as fulfilled completely and properly. If because of improper details of bank account provided by the owner of nominal holder or submitted to Depositary earlier or any other incorrect information necessary to fulfillment of Issuer's obligations under Exchange-traded bonds, the Paying agent is not able to transfer monetary funds in due time, such delay cannot be recognized as arrears of obligations on Exchange-traded bonds, and the owner of Exchange-traded bonds is not entitled to request to charge interest or any other compensation for such delay of payment.
The Issuer should transfer monetary funds intended for early redemption of Exchange-traded bonds to the account of Paying agent within the terms and in order set by the Contract made between the Issuer and Paying agent.
Based on the List of owners and/or nominal holders of Exchange-traded bonds being the payees of partial early redemption of Exchange-traded bonds provided by the Depositary, Paying agent should calculate sums of monetary funds to be paid off to each person authorized to receive sums of partial early redemption on Exchange-traded bonds.
On the date of partial early redemption of Exchange-traded bonds, Paying agent should transfer necessary monetary funds to the accounts of the persons authorized to receive sums of partial early redemption on Exchange-traded bonds to the benefit of the owners of Exchange-traded bonds mentioned in the List of owners and/or nominal holders of Exchange-traded bonds.
If one person is authorized to receive sums of partial early redemption on Exchange-traded bonds by several owners of Exchange-traded bonds, total sum should be transferred to such person without breakdown for each owner of Exchange-traded bonds.
Nominal holders of Exchange-traded bonds that are not the owners of Exchange-traded bonds, should transfer monetary funds received as redemption on Exchange-traded bonds, to the owners of Exchange-traded bonds in order set by the contract made between the nominal holder and the owner of Exchange-traded bonds.
Fulfillment of obligations under Exchange-traded bonds against the person included into the List of
owners and/or nominal holders of Exchange-traded bonds being the payees of partial early redemption should be recognized as proper in case of alienation of Exchange-traded bonds after the date of compilation of above mentioned List.
Obligations of the Issuer regarding repayment of sums of partial early redemption on Exchange-traded bonds are considered as fulfilled since the moment of entering monetary funds into correspondent account of payee bank.
Exchange-traded bonds early redeemed by the Issuer cannot be issued to circulation. Term of partial early redemption of Exchange-traded bonds by the Issuer. If the Issuer adopts resolution on partial early redemption of Exchange-traded bonds before the start of
Exchange-traded bonds placement, Exchange-traded bonds should be partially early redeemed on the end of coupon period (periods) set by abovementioned resolution of the Issuer.
Start of partial early redemption: End of coupon period (periods) set the Issuer before the start of Exchange-traded bonds placement by
resolution on partial early redemption of Exchange-traded bonds. End of partial early redemption: Dates of the start and the end of partial early redemption of Exchange-traded bonds are the same.
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B) Authorized Regulatory body of the Issuer is entitled to adopt the resolution on early redemption of Exchange-traded bonds on the end of j-th coupon period (j<6) previous to the coupon period, interest rate for which should be set after disclosure of information on results of Exchange-traded bonds issue by MICEX Stock Exchange and corresponding notification of Federal Executive body for equity market in order prescribed.
Purchase of Exchange-traded bonds implies consent of the buyer of Exchange-traded bonds to possibility of early redemption of the bonds at discretion of the Issuer.
Procedure of disclosure of information on adoption of resolution on early redemption of Exchange-traded
bonds at discretion of the Issuer. The announcement containing information on Issuer’s adoption of resolution on early redemption of
Exchange-traded bonds should be published by the Issuer as "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" in the following way:
- via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity
market for disclosure of information at equity market, no later then 1 (one) day after the date of adoption of resolution on early redemption of Exchange-traded bonds and no later then 14 (fourteen) days before the date of execution of early redemption of Exchange-traded bonds;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, no later then 2 (two) days after the date of adoption of resolution on early redemption of Exchange-traded bonds and no later then 14 (fourteen) days before the date of execution of early redemption of Exchange-traded bonds;
Among other information, such announcement should include information on the price of advance
repayment, terms and procedure of advance repayment of Exchange-traded bonds to be executed by the Issuer.
Disclosure of information on early redemption of the bonds at discretion of the Issuer should be done no later then 14 days before the day of execution of such early redemption.
Text of announcement comprising information, which may exert substantial influence upon price of
securities of Joint-Stock company, should be available via Internet page during the whole period of Exchange-traded bonds circulation.
The Issuer should inform Stock Exchange on adopted resolution no later then within 2 (two) working
days after the date of adoption of corresponding resolution. Procedure of early redemption of Exchange-traded bonds at discretion of the Issuer. Early redemption of Exchange-traded bonds should be executed in monetary form via bank transfer of
funds in currency of Russian Federation. Option to select mode of redemption of Exchange-traded bonds by the owners is not provided.
Early redemption of Exchange-traded bonds at discretion of the Issuer should be applied to all
Exchange-traded bonds of the issue. Early redemption of Exchange-traded bonds should be done by Paying agent by order and at the
expense of the Issuer (hereinafter referred to as the "Paying agent”). Functions of Paying agent are performed by the following organization:
Full corporate name: National Dispatch Center, Closed Joint-Stock Company Short corporate name: NDC, CJSC Place of location: Moscow, Sredny Kislovsky pereulok (alley), house 1/13, building 4 Postal address: Russian Federation, 105062, Moscow, Mashkova street, house 13, building 1 If date of redemption of Exchange-traded bonds falls on day off, either state holiday or transactions’
day off, payment of accrued sum should be executed on the first working day next to the day off. The owner of Exchange-traded bond is not entitled to request either interest charge or any other compensation for such delay of payment.
Early redemption of Exchange-traded bonds should be executed by outstanding part of face value. At this, coupon yield of j-th coupon period (where j is serial number of the coupon period on repayment date of
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which partial early redemption of issued bonds should be executed) should be paid off. Repayment of face value and coupon yield of Exchange-traded bonds should be executed in the
currency of Russian Federation by bank transfer of funds for the benefit of Exchange-traded bonds owners, as of the end of operation day of NDC, previous to the 3rd (third) working day before the date of early redemption of Exchange-traded bonds (hereinafter referred to as the “Date of compilation of the list of owners and/or nominal holders of Exchange-traded bonds being the payees of early redemption").
It is presumed that nominal holders being depositors of NDC are entitled to receive monetary funds as repayment of outstanding part of face value of Exchange-traded bonds at early redemption. Depositors of NDC that are nominal holders and are not authorized by their clients to receive monetary funds at repayment of sum of early redemption on Exchange-traded bonds, should pass list of owners of Exchange-traded bonds to NDC no later then by 12 hours 00 minutes (Moscow time, GMT +3) of the 3rd (third) working day before the date of early redemption of Exchange-traded bond. The list should comprise all bank details specified below in the List of owners and/or nominal holders of Exchange-traded bonds being the payees of early redemption.
If the owner of Exchange-traded bonds is not depositor of NDC, he/she can authorize a nominal holder of the bonds and the depositor of NDC to receive sums paid off as partial early redemption of Exchange-traded bonds.
If rights of the owner of Exchange-traded bonds are accounted by a nominal holder of Exchange-traded bonds and the nominal holder of Exchange-traded bonds is authorized to receive sums of early redemption of Exchange-traded bonds, such nominal holder is considered as the person authorized to receive sums of early redemption of Exchange-traded bonds. .
If rights of the owner of Exchange-traded bonds are not accounted by a nominal holder of Exchange-traded bonds or the nominal holder is not authorized to receive sums of early redemption of Exchange-traded bonds by the owner, the owner of Exchange-traded bonds is considered as the person authorized to receive sums of early redemption of Exchange-traded bonds.
Based on existing data and/or information provided by the depositors, NDC should compile the List of owners and/or nominal holders of Exchange-traded bonds being the payees of early redemption. This list should be given to the Issuer and/or Paying agent no later then on the 2nd (second) working day before the date of early redemption of Exchange-traded bonds. List of owners and/or nominal holders of Exchange-traded bonds being the payees of
early redemption should include the following data: a) full name of legal entity (or name, patronymic, surname of natural person) authorized to receive
sums of early redemption of Exchange-traded bonds; b) number of Exchange-traded bonds accounted on deposit accounts of the person authorized to
receive sums of early redemption of Exchange-traded bonds; c) place of location and postal address of the person authorized to receive sums of early redemption of
Exchange-traded bonds; d) following details of bank settlement account of the person authorized to receive sums of early
redemption of Exchange-traded bonds, in particular: - number of bank account; - name of the bank (including name of the city/town of bank location) where the account is opened; - correspondent account of the bank, where the account is opened; - bank identification code account of the bank, where the account is opened; e) taxpayer identification number (TIN) of the person authorized to receive sums of early redemption of
Exchange-traded bonds; f) tax position of the person authorized to receive sums of early redemption of Exchange-traded bonds
(resident, non-resident having permanent representative office in the Russian Federation, non-resident having no permanent representative office in the Russian Federation, etc.);
If there are natural persons or legal entities being non-residents of the Russian Federation among the owners of Exchange-traded bonds, instead of information specified above, nominal holder should submit to NDC and NDC should include into the List of owners and/or nominal holders of Exchange-traded bonds being the payees of early redemption, the following information regarding natural persons or legal entities being non-residents of the Russian Federation that are the owners of Exchange-traded bonds, regardless if the nominal holder is authorized to receive sums of redemption of Exchange-traded bonds or not.
- full name (or name, patronymic, surname of natural person) the owner of Exchange-traded bonds;
- - number of Exchange-traded bonds owned;
- e) full name of the person authorized to receive sums of redemption on Exchange-traded bonds;
- place of location (or registration in case of natural persons) and postal address (including ZIP code) of Exchange-traded bonds owner;
- e) bank account details of the person authorized to receive sums of redemption of Exchange-traded
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bonds; - taxpayer identification number (TIN) of the owner of Exchange-traded bonds - - tax position of the owner of Exchange-traded bonds ; a) if the owner of Exchange-traded bonds is legal entity being non-resident, FCC (foreign company
code) should be specified in addition (if any); b) if the owner of Exchange-traded bonds is natural person, the following information should be
specified in addition: - kind, number, date and place of issue of identity proof, name of authority issuing the corresponding
document; - date, month and year of birth of identity proof holder; - number of State pension insurance certificate of identity proof holder (if any); No later then on the 3rd (third) working day before the date of repayment of sum of early redemption,
the nominal holder should submit to NDC the following documents necessary to apply corresponding rates of tax at taxation of profits acquired on Exchange-traded bonds in addition to information on natural persons and legal entities being non-residents of the Russian Federation, that are the owners of Exchange-traded bonds, included into the List of owners and/or nominal holders:
b) if the owner of Exchange-traded bonds is legal entity, the following information should be specified in addition:
- proof of the fact that such legal entity and non-resident has permanent location in the state made international contract (agreement) regulating issues of taxation with the Russian Federation (if such agreement/contract was concluded/made), attested by competent authority of corresponding foreign state, should be provided. If such proof is composed in foreign language, translation to Russian should be provided as well.
b) if recipient of yield on the bonds is permanent representative office of legal entity being non-
resident: - notary attested copy of certificate of registration with Tax Authority of the Russian Federation issued
no earlier then during the previous tax period (if profit should be repaid to permanent representative office of the recipient of profit located in Russian Federation) should be provided.
c) In case of repayment to foreign citizens of the states having effective intergovernmental agreements regarding avoidance of double taxation with Russian Federation, nominal holder and depositor of NDC should request from such foreign citizen and submit to NDC the document of confirmation that such foreign citizen is tax resident of foreign state in view to execute effective intergovernmental agreements regarding avoidance of double taxation concluded between the Russian Federation and foreign state, processed in accordance with requirements of Russian Tax Legislation.
d) In case of repayment to citizens of Russian Federation staying out of the boundaries of the Russian
Federation, nominal holder and depositor of NDC should request from such Russian Federation citizen and submit to NDC the application composed in free format to recognize status of foreign person on corresponding date of repayment according to clause 207 of Tax Code of the Russian Federation.
In case of failure to submit or undue submission of aforementioned documents, the Issuer is not
responsible for non-usage of corresponding tax rates against the owners. The owners of Exchange-traded bonds, the persons authorized by them including depositors of NDC,
should monitor completeness and relevance of bank account details provided to NDC on their own. In case of failure to submit or undue submission of aforementioned details to NDC by above mentioned persons, the obligations should be fulfilled for the benefit of the person who have submitted request on obligations fulfillment and is the owner of Exchange-traded bonds on the date of such request. At this, obligations under Exchange-traded bonds should be fulfilled by the Issuer based on NDC data. In this case Issuer’s obligations are considered as fulfilled completely and properly. If because of improper details of bank account provided by the owner of nominal holder or submitted to Depositary earlier or any other incorrect information necessary to fulfillment of Issuer's obligations under Exchange-traded bonds, the Paying agent is not able to transfer monetary funds in due time, such delay cannot be recognized as arrears of obligations on Exchange-traded bonds, and the owner of Exchange-traded bonds is not entitled to request to charge interest or any other compensation for such delay of payment.
The Issuer should transfer monetary funds intended for early redemption of Exchange-traded bonds to the account of Paying agent within the terms and in order set by the Contract made between the Issuer and
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Paying agent. Based on the List of owners and/or nominal holders of Exchange-traded bonds being the payees of
early redemption of Exchange-traded bonds provided by the Depositary, Paying agent should calculate sums of monetary funds to be paid off to each person authorized to receive sums of early redemption on Exchange-traded bonds.
On the date of partial early redemption of Exchange-traded bonds, Paying agent should transfer necessary monetary funds to the accounts of the persons authorized to receive sums of partial early redemption on Exchange-traded bonds to the benefit of the owners of Exchange-traded bonds mentioned in the List of owners and/or nominal holders of Exchange-traded bonds.
If one person is authorized to receive sums of redemption on Exchange-traded bonds by several owners of Exchange-traded bonds, total sum should be transferred to such person without breakdown for each owner of Exchange-traded bonds.
Nominal holders of Exchange-traded bonds that are not the owners of Exchange-traded bonds, should transfer monetary funds received as redemption on Exchange-traded bonds, to the owners of Exchange-traded bonds in order set by the contract made between the nominal holder and the owner of Exchange-traded bonds.
Fulfillment of obligations under Exchange-traded bonds against the person included into the List of
owners and/or nominal holders of Exchange-traded bonds being the payees of early redemption should be recognized as proper in case of alienation of Exchange-traded bonds after the date of compilation of above mentioned List.
Obligations of the Issuer concerning repayment of sums of redemption on Exchange-traded bonds are considered as fulfilled since the moment of entering monetary funds into correspondent account of payee bank.
Term of early redemption of Exchange-traded bonds by the Issuer If the Issuer adopts resolution on early redemption of Exchange-traded bonds at discretion of the
Issuer, Exchange-traded binds should be early redeemed on the end of j-th coupon period (j<6) previous to the coupon period, interest rate for which should be set after disclosure of information on results of Exchange-traded bonds issue by MICEX Stock Exchange and corresponding notification of Federal Executive body for equity market in order prescribed.
Start of early redemption: The end of j-th coupon period (j<6) previous to the coupon period, interest rate for which should be set
after disclosure of information on results of Exchange-traded bonds issue by MICEX Stock Exchange and corresponding notification of Federal Executive body for equity market in order prescribed.
End of early redemption: Dates of the start and the end of early redemption of Exchange-traded bonds are the same. d) Procedure and conditions of bonds purchase by the Issuer with possibility of their further circulation: The following conventional term is used thereto:
Trading agent appointed by authorized body of the Issuer to purchase Exchange-traded bonds (hereinafter referred to also as Agent of the Issuer, Agent for purchase of Exchange-traded bonds)
1 Purchase of Exchange-traded bonds by the Issuer on request of the owner (owners) of the bonds The Issuer should provide right of the owner of Exchange-traded bonds to request the Issuer to
purchase Exchange-traded bonds within the last 10 (ten) calendar days of coupon period previous to coupon period, which coupon rate or procedure of which coupon rate evaluation should be set after disclosure of information on results of Exchange-traded bonds issue to MICEX Stock Exchange and corresponding notification of Federal Executive body for equity market in order prescribed (hereinafter referred to as the “Period of presentation of Exchange-traded bonds for purchase by the Issuer”). Owners of Exchange-traded bonds are entitled to request the Issuer to purchase Exchange-traded bonds in cases specified in point 9.3.1 of the Resolution on securities issue and point 9.1.2 of the Prospectus.
If coupon rates or procedure of coupon rate evaluation is defined by the authorized Regulatory body of the Issuer after disclosure of information on results of Exchange-traded bonds issue to MICEX Stock Exchange and corresponding notification of the Federal Executive body for equity market in the order prescribed simultaneously on the several coupon periods, the Issuer should purchase Exchange-traded bonds under requests of their owners made within the last 10 (ten) days of the coupon period previous to the coupon period for which above mentioned coupon rates or procedure of coupon rates evaluation is set by the Issuer along with other coupon periods (at this, the coupon period which starts earlier should be selected). Purchase of Exchange-traded bonds is not required before any other coupon periods used for definition of above mentioned coupon rates of Exchange-traded bonds or procedure of their evaluation.
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The following conventional signs are used thereto: (i-1) - number of coupon period during which the owners are entitled to request the Issuer to purchase
Exchange-traded bonds. i - number of coupon period during which coupon or procedure of its evaluation should be set by the
Issuer after disclosure of information on results of Exchange-traded bonds issue to MICEX Stock Exchange and corresponding notification of Federal Executive body for equity market in order prescribed.
Underwriter is an agent of the Issuer acting by order and at the expense of the Issuer for purchase of Exchange-traded bonds upon request of the owners.
Procedure and conditions of purchase of Exchange-traded bonds by the Issuer upon request of the owners
of Exchange-traded bonds: 1) If the owner of Exchange-traded bonds is the Trader, he/she should act on his/her own. If the owner
of Exchange-traded bonds is not the Trader, he/she should make corresponding contract with any broker who is the Trader, and provide such broker with order to undertake all actions necessary to sell Exchange-traded bonds to the Issuer. The Trader acting by order and at the expense of the owners of Exchange-traded bonds and also acting in his/her own name and at his/her own expense, hereinafter is referred to as the “Holder” or the “Holder of Exchange-traded bonds”.
2) During the Period of presentation of Exchange-traded bonds for purchase by the Issuer, the Holder of Exchange-traded bonds should give to the Agent of the Issuer (i.e. company Troika Dialog, CJSC, located to the following address: 125009, Russian Federation, Moscow, Romanov pereulok (alley), house 4, Phone number: +7 (495) 258-05-00), written notification of intent to sell certain number of Exchange-traded bonds (hereinafter referred to as the “Notification”). Notification should be signed by authorized person of the Holder of Exchange-traded bonds. Only whose Notifications should be allowed that are prepared properly and received by the Agent of the Issuer during the Period of presentation of Exchange-traded bonds for purchase by the Issuer de facto. The Notifications received by the Agent of the Issuer after expiration of the Period of presentation of Exchange-traded bonds for purchase by the Issuer should not be allowed regardless of the date such Notification was sent.
The Notification should be written on letter-head of the Holder according to the following template: Notice is hereby given that _______________________ (full name of the Holder of Exchange-traded
bonds) is planning to sell non-convertible interest-bearing documentary exchange-traded bearer bonds of Aeroflot-Russian Airlines, Open Joint-Stock Company provided with mandatory centralized storage, which series is BO-01 and identification number of the issue is as follows: __________, owned by __________________ (full name of the owner of Exchange-traded bonds) in compliance with conditions of the Resolution on securities issue and the Prospectus, to Aeroflot-Russian Airlines, Open Joint-Stock Company.
________________________________________________________________________________ Full name of the Holder: ________________________________________________________________________________ Number of Exchange-traded bonds proposed for selling (in number and in words): ________________________________________________________________________________ Signature and seal of the Issuer 3) After submitting the Notification, the Holder of Exchange-traded bonds should submit direct bid to
sell number of Exchange-traded bonds specified in the Notification, to Trading system of the Stock Exchange according to its Rules of securities trading and other regulations concerning securities trading at the Stock Exchange (hereinafter referred to as the “Rules of trading”), addressed to the Agent of the Issuer who is the Trader. Price of Exchange-traded bonds purchase should be specified in such direct bid (as set below). The bid should be posted to Trading system by the Holder from 11 hours 00 minutes up to 13 hours 00 minutes (Moscow time, GMT +3) on the Date of purchase of Exchange-traded bonds by the Issuer.
Date of purchase of Exchange-traded bonds should be set as the second working day after the date of start of i-th coupon period of Exchange-traded bonds. Price of purchase of Exchange-traded bonds should be set as equal to 100% (one hundred percent) of outstanding part of face value of Exchange-traded bonds. At this, accumulated coupon yield calculated on the date of purchase of Exchange-traded bonds, should be redeemed extra. Outstanding part of face value is defined as a difference between face value of one Exchange-traded bond and part of Exchange-traded bond redeemed at its partial early redemption (if resolution on partial early redemption is adopted according to point 9.5 of Resolution on securities issue and point 9.1.2 of the Prospectus).
4) Transactions of purchase of Exchange-traded bonds by the Issuer from the Holders of Exchange-
traded bonds should be executed at the Stock Exchange in compliance with the Rules of trading.
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The Issuer undertakes to submit direct bids counter to the bids of the Holders of Exchange-traded bonds (from whom the Agent of the Issuer received the Notifications) submitted in compliance with pp. 10.1 (2) of the Resolution on securities issue and pp. 9.1.2 (d) of the Prospectus and posted to Trading system of the Stock Exchange by the moment of transaction closure. Such direct bids should be submitted through an agent from 16 hours 00 minutes up to 18 hours 00 minutes (Moscow time, GMT +3) on the date of purchase of Exchange-traded bonds by the Issuer.
Adoption of resolution on purchasing Exchange-traded bonds by authorized Regulatory body of the Issuer is not required as procedure of purchase of Exchange-traded bonds by the Issuer upon request of the owners is specified in the Resolution on securities issue and the Prospectus.
Possibility of appointment of other agents for purchasing of Exchange-traded bonds by authorized Regulatory body of the Issuer and cancellation of such appointments is provided.
Information on appointment of other Agents for purchasing Exchange-traded bonds and cancelation of such appointments should be disclosed by the Issuer in the following way:
- in news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 5 (five) days after the date of specified appointments or their cancellation;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, within 5 (five) days after the date of such appointments execution or cancellation.
Information on execution or cancellation of appointments of the Agents for purchasing Exchange-traded bonds should be published by the Issuer via Issuer’s Internet page after publication via news feed.
2. Purchase of Exchange-traded bonds by the Issuer under agreement with the owner (owners): The Issuer can purchase Exchange-traded bonds under agreement with the owner (owners) with
possibility of further circulation of the bonds, according to the Resolution on securities issue and the present Prospectus. The Issuer is entitled to purchase Exchange-traded bonds by making contracts of sales and purchase of Exchange-traded bonds in compliance with existing legislation of the Russian Federation including purchases under public irrevocable offers of the Issuer published via mass media and/or new feed of Interfax, Information Agency authorized by the Federal Executive body for equity market for disclosure of information at equity market. Resolution on purchase of Exchange-traded bonds including purchases under public irrevocable offers should be adopted by authorized Regulatory body of the Issuer. Terms and conditions of purchase of Exchange-traded bonds should be set at adoption of specified above resolution by authorized Regulatory body of the Issuer and published via news feeds and Issuer's Internet page located to the following address: : http://www.aeroflot.ru. At this, term of purchase of Exchange-traded bonds cannot commence before the date of disclosing information on results of the issue of Exchange-traded bonds to MICEX Stock Exchange and submitting corresponding notification to Federal Executive body for equity market in the order prescribed.
Purchase of Exchange-traded bonds under agreement with the owner (owners) with possibility of further circulation of the bonds upon proposal made by the Issuer should be executed according to the following procedure:
a) Resolution on purchase of Exchange-traded bonds should be adopted by authorized Regulatory body
of the Issuer taking into account provisions of the Resolution on securities issue and the Prospectus. b) According to terms and conditions and procedure of purchase of Exchange-traded bonds, published
via news feeds and Internet page of the Issuer located to the following address: http://www.aeroflot.ru, the Issuer should purchase Exchange-traded bonds from the owners of Exchange-traded bonds by closing sales and purchase transactions using Trading system of the Stock Exchange. The owner of Exchange-traded bonds who is the Trader of the Stock Exchange and would like to sell Exchange-traded bonds to the Issuer, should act on his/her own account. If potential purchaser is not the Trader, such person should conclude corresponding agreement with any Trader and issue an order to sell Exchange-traded bonds to the Issuer to the latter.
The Holder of Exchange-traded bonds should pass Notification of intent to sell certain number of Exchange-traded bonds to the Issuer under terms and conditions specified in published notification on purchase of Exchange-traded bonds over to an agent of the Issuer within the term specified in published notification of purchase of Exchange-traded bonds. Above mentioned notification should be signed by authorized person of the Holder of Exchange-traded bonds and should comprise information on full name of the Holder, series and number of Exchange-traded bonds proposed for selling, address of the Holder to be used for correspondence, contact phone and fax.
Notification is considered as received by an agent since the date of delivery to the addressee under condition of such Notification compliance with all requirements set in the notification of purchase of
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Exchange-traded bonds. The Issuer is not liable to purchase Exchange-traded bonds against the following persons:
- the persons failed to provide their Notifications in due time; - the persons submitting the Notification which does not comply with existing requirements. c) Starting from 11 hours 00 minutes and up to 13 hours 00 minutes (Moscow time, GMT+3) on
corresponding date of purchase of Exchange-traded bonds mentioned in notification, the Holder previously passed the Notification to the agent, should post direct bid (hereinafter referred to as the “Bid”) to sell certain number of Exchange-traded bonds to Trading system of the Stock Exchange in compliance with the Rules of trading. The bid should be addressed to Issuer’s agent and contain price of Exchange-traded bond set in notification on purchase of Exchange-traded bonds. Number of Exchange-traded bonds mentioned in the Bid should meet number of Exchange-traded bonds specified in the Notification. Number of Exchange-traded bonds kept on deposit account of the Holder at National Dispatch Center, Closed Joint-Stock Company as of the moment of submission of the bid by the Issuer of Exchange-traded bonds, should be less then the number of Exchange-traded bonds specified in the Notification. Extract from the register of bids composed by template set by corresponding Appendix to the Rules of securities trading at the Stock Exchange and attested by signature of authorize person of the Stock Exchange, is considered as sufficient proof of posting the bid to sell Exchange-traded bonds by the Holder.
The Issuer undertakes to submit direct bids, counter to the Bids submitted in compliance with terms and conditions set in published notification on purchase of Exchange-traded bonds and kept in Trading system as of the moment of submission of such counter bids, through its agent from 16 hours 00 minutes up to 18 hours 00 minutes (Moscow time, GMT+3) on the corresponding date of purchase of Exchange-traded bonds specified in the notification on purchase of Exchange-traded bonds.
If the owners accept Issuer’s offer to purchase the bonds regarding greater number of bonds then the number mentioned in such offer, the Issuer should purchase Exchange-traded bonds from the owners to the extent of declared amount required, under condition that only whole number of bonds should be purchased.
Possibility of appointment of other agents for purchasing Exchange-traded bonds and cancellation of such appointments by authorized Regulatory body of the Issuer is provided.
Information on appointment of other Agents to purchase Exchange-traded bonds and cancelation of such appointments should be disclosed by the Issuer in the following way:
- in news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 5 (five) days after the date of such appointments or their cancellation;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, within 5 (five) days after the date of such appointments execution or cancellation.
Information on execution or cancellation of appointments of the Agents for purchasing Exchange-
traded bonds should be published by the Issuer via its Internet page after publication via news feed.
3. If the Issuer purchases Exchange-traded bonds of the issue, such bonds should be credited to deposit account of the Issuer at NDC.
In future, Exchange-traded bonds purchased by the Issuer could be issued to secondary market again
(under condition of compliance with requirements of existing legislation of the Russian Federation). Term of purchase of the bonds or procedure of setting such term: - if purchase of Exchange-traded bonds is executed upon request of the owners of Exchange-traded
bonds, the date of purchase of Exchange-traded bonds by the Issuer should be set according to point 10.1 of the Resolution on securities issue and point 9.1.2 of the Prospectus.
- if the Issuer adopts resolution on purchasing Exchange-traded bonds under agreement with the owners according to point 10.2 of the Resolution on securities issue and point 9.1.2 of the Prospectus, including under public irrevocable offers of the Issuer published via mass media, terms and other conditions of purchasing Exchange-traded bonds should be set by the Issuer and published via news feeds and Internet page of the Issuer located to the following address: : http://www.aeroflot.ru
Procedure of Issuer’s disclosure of information on purchase of Exchange-traded bonds: Information on coupon rates set by the Issuer or procedure of evaluation of such coupon rates of
Exchange-traded bonds starting from the second coupon, and also on serial number of coupon period (n) during which the owners of Exchange-traded bonds are entitled to request the Issuer to purchase Exchange-traded bonds, should be communicated to prospective buyers in form of report on substantial facts, in order prescribed by point 9.3.1 of the Resolution on securities issuer and point 9.1.2 of the Prospectus.
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Information on defined rate or procedure of definition of coupon rate should be disclosed by the Issuer in the following order:
- via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market no later then 1 (one) day after the date of setting the rate or procedure of evaluation of the rate of i-th coupon;
- via Issuer’s Internet page located to the following address: http://www.aeroflot.ru, no later then 2 (two) days after the date of setting the rate or procedure of evaluation of the rate of i-th coupon.
If the Issuer adopts resolution on rates or procedure of evaluation of coupon rates in form of formula including variables unchangeable at discretion of the Issuer, for coupon periods starting from the second and up to n-th (n=2,3,…,6) before the start of Exchange-traded bonds placement, the Issuer should inform Stock Exchange on adopted resolutions including information on set rates or the procedure of setting rates no later then 1 (one) day before the start of Exchange-traded bonds placement.
If resolution on defined rate or procedure of definition of coupon rate is adopted by the Issuer after disclosure of information on results of Exchange-traded bonds issue to MICEX Stock Exchange and notification of Federal Executive body for equity market on such results in the order prescribed by the latter, the Issuer should inform Stock Exchange on set rate or procedure of evaluation of coupon rate no later then 5 (five) working days before the end of i-th coupon period (i.e. the period for which interest rate is set or procedure of evaluation of the rate is defined for i-th and the following coupons).
2. If the Issuer adopts resolution on purchasing Exchange-traded bonds under agreement with the owner (the owners) of the bonds (including under public irrevocable offers), announcement of corresponding resolution should be disclosed no later then:
- - via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, within 1 (one) day;
- - via Issuer’s Internet page located to the following address: http://www.aeroflot.ru, within 2 (two) days.
after the date of compilation of minutes of Issuer's authorized body meeting where resolution on purchasing Exchange-traded bonds is adopted by the Issuer, no later then 7 (seven) days before commencement of the date of accepting an offer to purchase Exchange-traded bonds.
Mentioned above announcement should include following information: - date of adoption of resolution on purchasing (redemption of) Exchange-traded bonds of the issue; - series and form of Exchange-traded bonds, identification number and date of admission of
Exchange-traded bonds to trading at Stock Exchange during placement; - number of Exchange-traded bonds to be purchased; - The term during which the holder of Exchange-traded bonds can give written letter of intent to sell
certain amount of Exchange-traded bonds to the Issuer under conditions set in Issuer’s resolution on purchasing Exchange-traded bonds and specified in published announcement of purchasing Exchange-traded bonds, to the agent of the Issuer.
- start of Issuer's purchase of Exchange-traded bonds of the issue; - end of Issuer's purchase of Exchange-traded bonds of the issue; - purchase price of Exchange-traded bonds of the issue or procedure of its evaluation; - procedure of purchase of Exchange-traded bonds of the issue; - mode and terms of payment; - name of the Agent authorized by the Issuer to purchase (to redeem) Exchange-traded bonds, its place
of location, information on bank details of its licence of professional participant of equity market. 3. Publication of information on Exchange-traded bonds purchase via Internet page of the Issuer
should be done after corresponding publication via news feeds. 4. The Issuer should disclose information on results of Issuer’s purchase of Exchange-traded bonds
including information on the number of purchased bonds, in order of disclosure of information on substantial facts according to regulations by Federal Executive body for equity market:
• via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, within 1 (one) day after expiration date of set term of Exchange-traded bonds purchase;
• via Issuer’s Internet page located to the following address: http://www.aeroflot.ru, within 2 (two) days after expiration date of set term of Exchange-traded bonds purchase.
If at occurrence of an event, on which the Issuer should disclose information according to existing federal legislation and regulations by Federal Executive body for equity market, the other procedure and terms of disclosure of information on such event are in force, as opposed to the procedure and terms provided by Resolution on securities issue and the Prospectus, information on such event should be disclosed
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according to such procedure and terms provided by Federal legislation and regulations by Federal Executive Body for equity market which are in force at the moment of such disclosure.
The Issuer should disclose information on its own. e) Information on bonds paying agents: The Issuer should execute redemption via paying agent which functions are performed by the following
organization: Full corporate name: National Dispatch Center, Closed Joint-Stock Company Short corporate name: NDC, CJSC Place of location: Moscow, Sredny Kislovsky pereulok (alley), house 1/13, building Postal address: Russian Federation, 105062, Moscow, Mashkova street, house 13, building 1 TIN: 7703394070 Phone: +7 (495) 956-27-89, +7 (495) 956-27-90 Number of depository business licence of professional participant of equity market: 177-03431-000100 Date of issue: 4.12.2000 Duration of licence: unlimited Licensing authority: Federal Securities Commission of Russia Obligations and functions of paying agent:
• to transfer monetary funds to the persons specified in the List of the holders of Exchange-traded bonds being the payees of coupon yield/early redemption in the name and at the expense of the Issuer, to the amount, within terms and in order prescribed by the Resolution on securities issue and the contract made between the Issuer and the Paying agent;
• at this, Issuer’s monetary funds intended for redemption of Exchange traded bonds or repayment of coupon yield on Exchange-traded bonds to be executed by the Paying agent, should be transferred in advance by the Issuer to bank account which details should be provided by Paying agent, in order and within the terms set by the Resolution on securities issue and the contract made between the Issuer and the Paying agent;
• To provide depositors of the Depositary and also all interested persons with information on terms and conditions of repayment of coupon yield on Exchange-traded bonds and/or redemption of Exchange-traded bonds by publishing corresponding information via official Web-site of the Depositary which Internet address is as follows: www.ndc.ru;
• provide confidentiality of information received by the Paying agent in the source fulfillment of its duties, in case such information is not generally accessible or should be disclosed according to regulations and law of the Russian Federation.
The Issuer is entitled to appoint other paying agents and cancel such appointments. Official
announcement of the Issuer on above mentioned actions should be published by the Issuer within the following terms:
- in news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, within 5 (five) days after the date of execution of such appointments or their cancellation;
via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, within 5 (five) days after the date of execution of such appointments or their cancellation.
Information on execution or cancellation of appointments of paying agents should be published by the
Issuer via Issuer’s Internet page after publication via news feed. Redemption of Exchange-traded bonds should be executed in currency of the Russian Federation, by
bank transfer of funds for benefit of the owners of Exchange-traded bonds. f) Actions to be undertaken by the owners of the bonds in case of non-fulfillment or undue fulfillment of
obligations under the bonds by the Issuer: According to clauses 810 and 811 of the Civil Code of the Russian Federation, the Issuer should repay
face value of Exchange-traded bonds to the owners at redemption within terms and in order provided by the Resolution on securities issue and the Prospectus.
Default is defined as failure to fulfill obligations of the Issuer under Exchange-traded bonds in the following cases:
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• delay in fulfillment of obligation concerning repayment of coupon yield on Exchange-traded bonds to be repaid in order and within terms specified in the Resolution on securities issue and the Prospectus, for more then 7 (seven) days or refusal to fulfill above mentioned obligation;
• delay in fulfillment of obligation concerning repayment of face value of Exchange-traded bonds to be repaid in order and within terms specified in the Resolution on securities issue and the Prospectus, for more then 30 (thirty) days or refusal to fulfill above mentioned obligation;
Delayed fulfillment of corresponding obligations within mentioned in the present point terms is considered as technical default.
In case of default or technical default of the Issuer on Exchange-traded bonds, the owners of Exchange-traded bonds or the persons authorized by them are entitled to request the Issuer to repay the following sums:
1) in case of default: face value of Exchange-traded bond and/or repay yield provided by the bonds; also repay interest for undue redemption of Exchange-traded bonds and/or repayment of corresponding profits according to clauses 395 and 811 of Civil Code of the Russian Federation.
2) in case of technical default: interest for undue fulfillment of obligations on Exchange-traded bonds according to clauses 395 and 811 of Civil Code of the Russian Federation.
Issuer should be presented with request composed in writing, named as the "Claim” and signed by the owner of Exchange-traded bonds, the person authorized by the owner including authorized person of nominal holder of Exchange-traded bonds.
The claim should be sent by registered letter, via advise-of-receipt post with list of contents attached to the postal address of the Issuer (119002, Russia, Moscow, Arbat street, house 10) or delivered against receipt to the person authorized by the Issuer.
In case of technical default in repayment of regular interest (coupon), if the Issuer repays due sum of
coupon yield but fails to repay interest accrued for undue repayment of yield according to clause 395 of Civil Code of the Russian Federation within 7 (seven) days after due date of such obligation, the owners of Exchange-traded bonds or the persons authorized by then are entitled to request the Issuer to repay such interest. In this case the Issuer should consider the Claim by the owners of Exchange-traded bonds within 5 (five) days after such Claim receipt and transfer due sums to the owners of Exchange-traded bonds rising such a Clime within 3 (three) working days after the date of the Claim.
In case of delay in fulfillment of obligation of repayment of sum of principal indebtedness on Exchange-traded bonds or refusal to fulfill such obligation, according to clause 395 of Civil Code of the Russian Federation, the owners of Exchange-traded bonds or the persons authorized by them are entitled to rise a claim of repayment of sum of principal indebtedness on Exchange-traded bonds and interest accrued for undue redemption of Exchange-traded bonds starting from due date of above mentioned obligation. In this case the Issuer should consider such Claim within 5 (five) days after the date of receipt of the Claim risen by the owners of Exchange-traded bonds and transfer due sums to the address of the owners of Exchange-traded bonds rising such Claim no later then within 30 (thirty) days after due date of fulfillment of obligation concerning repayment of principal indebtedness sum.
If either the person authorized by the Issuer refuses to receive the Claim or registered letter containing such Claim against signature, or the Claim sent to postal address of the Issuer is not delivered because of Issuer’s absence to the address specified, or the Issuer refuses to allow the Claim, the owners of Exchange-traded bonds, the persons authorized by them are entitles to apply to the court or arbitration tribunal and bring an action against the Issuer for recovery of corresponding sums.
If the Issuer fails to transfer or transfers not in full due sums of principal debt on Exchange-traded bonds and interest for undue redemption of Exchange-traded bonds in accordance with clause 395 of Civil Code of the Russian Federation to the owners of Exchange-traded bonds within 30 (thirty) days after due date of obligation concerning repayment of principal debt, the owners of Exchange-traded bonds or the persons authorized by them are entitled to apply to a court or arbitration tribunal and bring an action against the Issuer for recovery of corresponding sums.
If demands concerning Exchange-traded bonds made against the Issuer by the owners of Exchange-traded bonds cannot be allowed, the owners are entitled to apply to a court (arbitration tribunal or common law jurisdiction court) and file a claim against the Issuer.
According to clause 196 of Civil Code of the Russian Federation, general period of limitation is set
equal to three years. According to clause 200 of Civil Code of the Russian Federation, period of limitation starts by maturity date of Issuer's obligations.
Jurisdiction of the courts over civil actions is set by clause 22 of Civil Code of the Russian Federation. According to specified clause, courts of general jurisdiction should judge and adjudicate ordinary
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proceedings on protection of violated or disputed rights, freedoms and legitimate interests, disputes arising from civil, family, labor, housing, land, environmental or other legal relationships with participation of citizens, organizations, governmental and local authorities.
Jurisdiction of arbitration court over actions is set by clause 27 of Arbitration Procedure Code of the Russian Federation (hereinafter referred to as the “APC RF”). According to specified clause, action concerning economical disputes and other cases relating business or economical undertakings are within jurisdiction of arbitration court. Arbitration courts should settle economic disputes and judge other cases involving organizations being legal entities, citizens carrying out entrepreneurial business unincorporated (without forming a legal entity) and having status of sole proprietor duly registered (hereinafter referred to as the "Sole proprietors"), the Russian Federation (in cases provided by Arbitration Procedure Code of the Russian Federation and other Federal law), constituent entities of the Russian Federation, municipal units, state authorities, local authorities, other authorities, officials, entities without legal status and citizens without status of Sole proprietor (hereinafter referred to as the “Organizations and citizens”).
In case of default and/or technical default, the Issuer should disclose information on such an event in order of disclosure of information on substantial facts according to regulations of the Federal Executive body for equity market. Information should be disclosed by the Issuer within the following terms:
- via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 1 (one) day after expiration date of the period during which the obligation of repayment of face value of Exchange-traded bonds and/or repayment of dividends on them should be fulfilled by the Issuer;
- - via Internet page of the Issuer, located to the following address: http://www.aeroflot.ru, no later then 2 (two) days after expiration date of the period during which the obligation of repayment of principal value of Exchange-traded bonds and/or repayment of dividends on them should be fulfilled by the Issuer.
Such announcement should include: - - amount of non-fulfilled obligations; - - reason for non-fulfillment of obligations; - List of possible actions, which the owners of Exchange-traded bonds can undertake to settle their
claims. g) Information on the person providing security: Fulfillment of obligations on Exchange-traded bonds is not secured by the third party (parties). Evaluation of sum of values provided by subpoints from a) to e) of point 3.13 of Regulation on disclosure
of information by Issuers of equity securities No. 06-117/ пз-н of 10.10.2006 should be specified hereunder. If such sum is less then total value of Issuer’s obligations under the bonds, it should be mentioned that purchase of such bonds should be attributed to the category of investments of increased risk.
According to pp. 3.13 of Regulation on disclosure of information by Issuers of equity securities No. 06-
117/pz-n of 10.10.2006, requirements of the present point are not applicable to Exchange-traded bonds. As securities of the current issue are Exchange-traded bonds, information is not provided. h) Conditions of enforceability (ensuring performance of obligations) under the bonds: Performance of obligations under Exchange-traded bonds is not ensured by the third party (parties).
9.1.3. Additional information on convertible securities Placed Exchange-traded bonds are inconvertible securities.
9.1.4. Additional information on placed options of the issuer Information is not provided for securities of this kind.
9.1.5. Additional information on placed mortgage-backed bonds Placed Exchange-traded bonds are not mortgage-backed bonds.
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9.1.6. Additional information on placed Russian depositary receipt Placed Exchange-traded bonds are not depositary receipts.
9.2. Price (procedure of price evaluation) of equity securities placement Price (prices) or procedure of price (prices) evaluation of placement of each security. Price of Exchange-traded bonds placement is set equal to RUR 1,000 (one thousand rubles) per one
Exchange-traded bond (100% of principal value). If pre-emption purchase right is granted while placement of securities of the issue (additional issue), the
price or procedure of evaluation of securities placement price should be specified for persons having such pre-emption right.
Pre-emption right is not granted.
9.3. Pre-emption rights to purchase of placed equity securities Pre-emption right to purchase securities of the issue is not provided.
9.4. Restrictions on purchase and circulation of placed equity securities Restrictions on maximal number of shares owned by one shareholder or their face value set by joint-stock
company according to its Articles of association: There are no such restrictions. Restriction provided by the Articles of association of the Issuer and existing legislation of the Russian
Federation for prospective buyers being non-residents including restriction on amount of market share of foreign entities in authorized (joint-stock) capital (unit trust) of the issuer.
There are no such restrictions. Circulation of Exchange-traded bonds up to their complete repayment and completion of placement is not
allowed. Exchange-traded bonds are allowed for free circulation on Stock Exchange market. Non-residents can purchase Exchange-traded bonds according to existing legislation and regulations
of Russian Federation. Exchange-traded bonds should be circulated on Stock Exchange market with withdrawals set by
organizers of trading at equity market. Other restriction provided by existing legislation of the Russian Federation, constituent instruments of the
issuer concerning circulation of laced securities. Other restrictions on issuer of Exchange-traded bonds and limitations on possible buyers of placed
bonds are not provided.
9.5. Information on price trend of Issuer’s equity securities If securities of the Issuer of the same kind as placed securities are admitted to trading at least by one
organizer of trading at securities market, for each quarter during which no less then 10 transactions with such securities are closed by the organizer of trading on securities market, but no more then for 5 last completed years or for each completed financial year (if the Issuer has been carrying out its activities for less then 5 years), should be specified: Such securities are not available.
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9.6. Information on persons rendering services on organization of placement and/or placement of equity securities
If securities are placed by the Issuer by assistance of the persons rendering services on placement and/or
organization of securities placement, the following information regarding each person above mentioned should be specified hereunder:
Underwriter is an organization rendering services on Exchange-traded bonds placement and
organization of Exchange-traded bonds placement (hereinafter referred to as the “Placement Mediator” or the “Organizer”) acting by order and at the expense of the Issuer.
The following company acts as the Underwriter of Exchange-traded bonds issue: “Troika Dialog” Investment Company, Closed Joint-Stock Company
Full corporate name: “Troika Dialog” Investment Company, Closed Joint-Stock Company Short corporate name: “Troika Dialog” IC, CJSC TIN: 7710048970 Place of location: Russian Federation, 125009, Moscow, Romanov pereulok (alley), house 4 Postal address: Russian Federation, 125009, Moscow, Romanov pereulok (alley), house 4 Licence No. 177-06514-100000 (broker licence) Date of issue: April 8, 2003 Duration of licence: unlimited Licensing authority: Federal Securities Commission of Russia Licence No. 177-06518-010000 (dealer licence) Date of issue: April 8, 2003 Duration of licence: unlimited Licensing authority: Federal Securities Commission of Russia Major functions of the person rendering services on placement and/or organization of placement of
securities, including the following: • Awarding bids for closing transactions of Exchange-traded bonds purchase; at this, the
Underwriter should act by order and at the expense of the Issuer according to terms and conditions of the contract and the procedure set by Resolution on securities issue and the Prospectus.
• Executing actions relating admission of Exchange-traded bonds to trading during the process of placement at Stock Exchange in the name and at the expense of the Issuer.
• Informing the Issuer on number of actually placed Exchange-traded bonds and amount of monetary funds acquired as result of selling Exchange-traded bonds.
• Transfer of monetary funds received by the Underwriter from purchasers of Exchange-traded bonds as payment to settlement account of the Issuer according to terms and conditions of the executed contract.
• Undertaking other actions necessary for discharge of Underwriter’s obligations on Exchange-traded bonds placement in accordance with corresponding legislation of Russian Federation and the contract made between the Issuer and the Underwriter.
If such person undertakes to purchase the securities not placed in due time, it should be mentioned hereunder. In case of such obligation, number (or procedure of setting number) of securities not placed in due time which the specified person should purchase and term (or procedure of setting term) after expiration of which the specified person should purchase mentioned number of securities, should be specified hereunder.
According to the contract, the Organizer is not liable to purchase securities not placed in due time. If such person undertakes to keep prices of securities to be placed up to certain level within certain period
after completion of securities placement (i.e. stabilization), including obligation to render services of market-maker, it should be mentioned hereunder. In case of such undertakings, the term (or procedure of term setting) within which specified person undertakes to provide stabilization or render services of market-maker should also be specified hereunder.
Obligation regarding keeping prices of securities to be placed up to certain level within certain period after completion of securities placement (i.e. stabilization) is not provided by the contract made between the
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Issuer and the Organizer. The Organizer assumes to conclude an agreement of performing functions of market-maker in case of entering Exchange-traded bonds into Quotation list B of Stock Exchange.
If such person has a right to purchase additional amount of securities of the Issuer from among placed (circulating) securities of the Issuer of the same kind, category (type) as securities to be placed, that may be either sold or not subject to results of securities placement, it should be mentioned hereunder. If such right is granted, additional amount (or procedure of additional amount setting) of securities that can be purchased by the person specified, and the period (or procedure of setting period) within which the right of purchasing additional amount of securities can be used, should be specified hereunder as well.
Such right is not granted. Amount of compensation due to the person rendering services on placement and/or organization of
placement of securities is as follows: Amount of compensation due to the persons rendering services on placement and/or organization of
placement of securities should not exceed 1.0% (one percent) of principal value of Exchange-traded bonds issue.
In case of concluding agreement of rendering services of market-maker, compensation due to the Organizer for rendering services of market-maker should not exceed RUR 10,000 (ten thousand rubles).
9.7. Information on the circle of prospective buyers of equity securities
Exchange-traded bonds of the current issue should be placed by public offering. Circle of prospective
buyers of placed securities is not limited. Non-residents can purchase Exchange-traded bonds according to existing legislation and regulations
of Russian Federation.
9.8. Information on organizers of trading on equity market including Stock Exchanges where placed securities are assumed to be placed and/or circulated
Name of the person organizing tendering: Full corporate name: MICEX Stock Exchange, Closed Joint-Stock Company Short corporate name: MICEX Stock Exchange, CJSC Place of location: Russian Federation, 125009, Moscow, Bolshoy Kislovsky pereulok (alley), house 13 Postal address: Russian Federation, 125009, Moscow, Bolshoy Kislovsky pereulok (alley), house 13 Date of state registration: 2.12.2003 Registration number: 1037789012414 Name of authority undertaking state registration: Interdistrict Tax Inspectorate of the Ministry of Taxes
and Levies of Russia No. 46 for Moscow City Licence No. 077-10489-000001 Date of issue: 23.08.2007 Duration of licence: Unlimited Licensing authority: FFMS (Federal Financial Markets Service) of Russia If the issuer is going to apply to Stock Exchange or any other organizer of trading on equity market to get
admission of placed securities to trading via such organizer of trading on equity market, this condition should be mentioned along with assumed term of circulation of securities of the issuer.
The Issuer is going to apply to MICEX Stock Exchange, CJSC to get admission of Exchange-traded bonds to trading during placement. Assumed period of circulation starts from date of admission of Exchange-traded bonds to trading during placement and lasts by redemption of Exchange-traded bonds.
Other information on Stock Exchanges or other organizers of trading on equity market, where placed securities are assumed to be placed and/or circulated, should be mentioned upon consideration of the Issuer:
Prospective buyer of Exchange-traded bonds being the Trader can act on his/her own. If prospective buyer is not the Trader, such person should conclude corresponding agreement with any
Trader and issue an order to purchase Exchange-traded bonds to the latter.
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Compulsory condition of purchasing Exchange-traded bonds at Stock Exchange at placement is preliminary reservation of sufficient amount of monetary funds on account of the Trader in whose name the bid for purchasing Exchange-traded bonds is submitted, opened at Nonbanking Credit Organization, Clearing House of Moscow Interbank Currency Exchange, Closed Joint-Stock company (hereinafter referred to as the “Clearing House of MICEX, CJSC”).
Full corporate name: Nonbanking Credit Organization, Clearing House of Moscow Interbank Currency Exchange, Closed Joint-Stock company
Short corporate name: CH MICEX, CJSC Place of location: 125 009, Russian Federation, Moscow, Sredny Kislovsky pereulok (alley), house
1/13, building Postal address: 125 009, Russian Federation, Moscow, Sredny Kislovsky pereulok (alley), house 1/13,
building 8 At this, reserved sum of monetary funds should be sufficient to cover redemption of all Exchange-
traded bonds mentioned in the bids for purchasing Exchange-traded bonds, inclusive of all commission fees. If conditions of bonds comply with all above mentioned requirements, such bids should be registered at Stock Exchange and then accepted by the Underwriter at Stock Exchange.
Placed Exchange-traded bonds should be entered to deposit accounts of buyer of Exchange-traded bonds by the Depositary in compliance with Rules of clearing business undertaken by Clearing organization on equity market and conditions of depository business undertaken by the Depositary.
To close transaction of purchase and sale of Exchange-traded bonds during their placing, potential purchaser should open corresponding deposit account at the Depositary undertaking centralized storage of Exchange-traded bonds of the issue (or in any other depositary acting as a depositor of the Depositary) in advance (before start of Exchange-traded bonds placement). Procedure and terms of deposit accounts opening should be regulated by provisions of regulations of corresponding Depositaries.
Alteration and/or termination of agreements concluded at placement of Exchange-traded bonds should be carried out under and according to procedures provided by the chapter 29 of the Civil Code of Russian Federation.
9.9. Information on possible alteration of market share of shareholders in authorized capital of the Issuer in result of equity securities placement
Market share of shareholders in authorized capital of the Issuer in result of placement of securities will
not be changed.
9.10. Information on expenses relating issue of securities Expenses related issue of Exchange-traded bonds of БО-01 series placed in number equal to 6,000,000
(six million) pieces. The following data should be specified: Total amount of expenses of the Issuer relating issue of Exchange-traded bonds: No more then 1.027% of
face value of the issue of Exchange-traded bonds of БО-01 series (or 61,600 thousand rubles). Inclusive of the following sums to be paid off: Sum of paid state due charged according to existing legislation of the Russian Federation on taxes and
dues during securities issue: Issue of Exchange-traded bonds is not subject to state registration. Amount of expenses of the Issuer relating repayment of services of the consultants participating
(participated) in preparation and execution of securities issue and the persons rendering services on placement and/or organization of placement of securities to the issuer: No more then 1% of total face value of Exchange-traded bonds of БО-01series (60,000,000 rubles).
Amount of expenses of the Issuer relating admission of securities of the issuer to trading by the organizer
of trading on equity market, including entering securities of the issuer into quotation list of Stock Exchange (securities listing): Admission of Exchange-traded bonds to trading during placement at MICEX Stock
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Exchange, CJSC: 150,000 rubles (exclusive of VAT) + 27,000 rubles (VAT at the rate of 18%) = 177,000 rubles (0.003% of face value of Exchange-traded bonds of БО-01 series).
Amount of expenses of the Issuer relating disclosure of information during securities issue, including
expenses on manufacture of booklets or other printed output relating issue of securities: 100,000 rubles (0.002% of face value of Exchange-traded bonds of БО-01 series).
Amount of expenses of the Issuer relating advertising of placed securities, securities field investigation
(marketing), organization and carrying out meeting with investors, presentation of placed securities (road-show): 50,000 rubles (0.001% of face value of Exchange-traded bonds of БО-01 series).
Other expenses of the Issuer relating securities issue: Certificates storage: 1,061,424 rubles (exclusive of VAT) + 191,056.32 rubles (VAT at the rate of
18%) = 1,252,480.32 rubles (0.021% of face value of Exchange-traded bonds of БО-01 series). If expenses of the Issuer relating issue of securities are paid off by the third parties, this condition should
be specified hereunder and information on such parties and issuer’s expenses paid by them should be disclosed. Expenses of the Issuer are not paid off by the third parties.
9.11. Information on methods and procedure of repayment of funds received as payment for placed equity securities in case of recognition of the issue (additional issue) of equity securities as failed or invalid and in other cases provided by existing legislation of the Russian Federation
If the issue is recognized as failed or invalid and in other cases provided by existing legislation of the
Russian Federation, monetary funds should be repaid to the buyers in order provided by Regulation of Federal Securities Commission of Russia "On procedure of repayment of monetary funds (other property) received by the Issuer as payment for securities of the issue recognized as failed or invalid, to owners of the securities” (approved by Regulation No. 36 of Federal Securities Commission of Russia of September 8, 1998). № 36).
Within 3 (three) days after the date of receipt of official notification on recognition of securities issue as failed or invalid, the Issuer should establish a committee on organization of repayment of funds used to purchase Exchange-traded bonds to the owners of such Exchange-traded bonds.
The committee should undertake the following actions: - to notify owners/nominal holders of Exchange-traded bonds on procedure of repayment of funds
used to purchase Exchange-traded bonds; - to organize repayment of funds used to purchase Exchange-traded bonds to the owners/nominal
holders of Exchange-traded bonds; - to define amount of funds to be repaid to each owner/nominal holder of Exchange-traded bonds used
to purchase Exchange-traded bonds; - to compile list of funds to be repaid to the owners/nominal holders of Exchange-traded bonds used to
purchase Exchange-traded bonds; The committee should compile the list of investment funds to be repaid to the owners of securities
(hereinafter referred to as the “List”) within 45 days after receiving official notification on recognition of securities issue as failed or invalid. Specified List should be compiled based on the list of securities owners composed by NDC on the date of placement of Exchange-traded bonds of the issue recognized as failed or invalid.
Upon demand of the owner of securities to be withdrawn or other interested persons (including heirs of securities owners), the Issuer should provide them with the List for insight after its approval.
Funds used to purchase Exchange-traded bonds should be repaid to buyers in monetary form. The committee should provide the owners and nominal holders of securities with notification
(hereinafter referred to as the “Notification”) within 2 months after receiving official written notification on recognition of securities issue as failed or invalid. Such Notification should contain the following information:
Full corporate name of securities Issuer: Name of registering authority adopted resolution on recognition of securities issue as failed:
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Name of the court, date of the plea on recognition of securities issue as invalid, effective date of the plea on recognition of securities issue as invalid;
Full corporate name of the Registrar, its postal address (if the Register of the owners of registered securities is undertaken by the Registrar);
Kind, category (type), series, forms of securities, identification number of securities issue and date of admission of securities to trading during placement, name of Stock Exchange admitted securities of the issue recognized as failed or invalid to trading;
Date of cancellation of identification number of securities issue; Surname, name, patronymic (or full corporate name) of securities owner: Place of residence (postal address) of securities owner; Category of securities owner (the first and/or other buyer); Number of securities to be withdrawn from the owner including kind, category (type) and series
specifications; Amount of investment funds to be repaid to securities owner: Procedure and terms of withdrawal of securities from circulation and repayment of investment funds. Indication of the fact, the closure of transactions over securities of the issue recognized as failed or
invalid; Indication of the fact that repayment of investment funds should be executed only after provision of
certificates by securities owners (for securities in documentary form); Address for sending application on repayment of investment funds and contact phones of the Issuer. Form of application on repayment of investment funds by owner of securities should be attached to the
Notification. The committee should publish announcement of procedure of withdrawal of securities and repayment
of investment funds within 2 months after the date of receiving official notification on recognition of securities issue as failed or invalid. Such announcement should be published in periodical printing available for the majority of the owners of securities to be withdrawn (such newspapers as Vedomosti, Amendment to News of Federal service for financial markets, news feeds of AK&M, Interfax). Information should be published via Internet (http://www.aeroflot.ru).
Application of the owner/nominal holder of Exchange-traded bonds on repayment of funds used to purchase Exchange-traded bonds should contain the following data:
Surname, name, patronymic (or full corporate name) of Exchange-traded bonds owner: Place of residence (postal address) of Exchange-traded bonds owner; Sum of funds (in rubles) to be repaid to Exchange-traded bonds owner. Application should be signed by the owner of withdrawn Exchange-traded bonds or his/her
representative. Documents proving authorities of representative of the owner of Exchange-traded bonds should be attached to the application after its signature by the representative.
Application on repayment of funds should be sent by the owner of withdrawn Exchange-traded bonds to the Issuer within 10 days after the date of receipt of Notification by the owner of Exchange-traded bonds.
If the owner of Exchange-traded bonds is not agree with amount of repaid funds mentioned in the Notification, he/she can sent to the Issuer corresponding application within the term provided by the present point. The application should contain reasons and grounds for disagreement of the owner of Exchange-traded bonds and also documents proving his/her arguments.
The owner of Exchange-traded bonds is entitled to bring a claim for recovery of funds from the Issuer without preliminary submission of application on disagreement with amount and conditions of repayment of funds.
Within 10 days after the date of receipt of application on disagreement with amount of repaid funds submitted by the owner of Exchange-traded bonds, the Committee should consider it and sent the owner of Exchange-traded bonds repeated notification.
In case of disagreement with condition of investment funds repayment provided by repeated notification, the owner of security is entitled to bring a claim for recovery of funds from the Issuer according to existing legislation of the Russian Federation.
After withdrawal of Exchange-traded bonds, the Issuer should execute repayment of funds to the owners of Exchange-traded bonds. At this, term of repayment should not exceed 1 month.
Repayment of funds should be executed by transfer of funds to account of the owner of Exchange-traded bonds or in other way provided by existing legislation of the Russian Federation or by the contract between the Issuer and the owner of Exchange-traded bonds.
Methods and procedure of repayment of monetary funds in other cases provided by existing legislation of the Russian Federation, are similar to above described procedure of repayment of funds in case the issue is recognized as failed or invalid, if the other method and/or procedure is not provided by the law or other regulations.
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Repayment of monetary funds should be executed by the Issuer. Effects of non-fulfillment or undue fulfillment of obligations concerning repayment of funds received as
payment for placed securities by the Issuer and punitive measures applicable to the Issuer: In case of Issuer’s non-fulfillment or undue fulfillment of obligations concerning repayment of funds
received as payment for placed Exchange-traded bonds, along with repayment of delayed sums the Issuer should repay interest to the owners of Exchange-traded bonds according to clause 395 of Civil Code of the Russian Federation.
Any other substantial information on methods and procedure of repayment of funds received as payment for placed Exchange-traded bonds is provided.
B: Exchange-traded bonds of БО -02 series
9.1. Information on placed securities
9.1.1. General information
Kind of placed securities: Exchange-traded bearer bonds. Series: БО-02 Other identification features of securities to be placed: Inconvertible interest-bearing documentary
exchange-traded bearer bonds of БО-02 series with mandatory centralized storage (hereinafter referred to as the “Exchange-traded bonds”) early repayable upon demand of owners and at discretion of the Issuer.
Maturity date: Date of start: 1092nd (one thousand ninety second) day after start of placement of Exchange-traded bonds of the issue. Date of end: Dates of the start and the end of redemption of issued Exchange-traded bonds are the same. Face value of each placed security (in case face value of placed securities is provided by the legislation of
Russian Federation): RUR 1,000 (one thousand rubles). Number of placed securities: 6,000,000 (six million) pieces Total amount of securities by face value (in case face value of placed securities is provided by the
legislation of Russian Federation) RUR 6,000,000,000 (six billion rubles) Form of placed securities: documentary exchange-traded bearer bonds with mandatory centralized
storage. Full and short corporate names, place of location of depositary which is going to provide centralized
storage of placed securities, number, date of issue and duration of depository business licence, and name of authority issued the license should be specified hereunder.
Mandatory centralized storage of Exchange-traded bonds is provided. Depositary undertaking centralized storage: Full corporate name: National Dispatch Center, Closed Joint-Stock Company Short corporate name: NDC, CJSC Place of location: Moscow, Sredny Kislovsky pereulok (alley), house 1/13, building Postal address: Russian Federation, 105062, Moscow, Mashkova street, house 13, building 1 TIN: 7703394070 Phone: +7 (495) 956-27-89, +7 (495) 956-27-90 Number of depository business licence of professional participant of equity market: 177-03431-000100 Date of issue: 4.12.2000
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Duration of licence: unlimited Licensing authority: Federal Securities Commission of Russia Issue of all Exchange-traded bonds should be executed by one certificate (hereunder referred to as the
“Certificate”) subject to mandatory centralized storage at NDC (hereinafter referred to as the “Depositary” or “NDC”). The Issuer should transfer the Certificate to NDC for storage before start of placement. Issue of separate certificates of Exchange-traded bonds and handing it over to owners of Exchange-traded bonds, is not provided. Owners of Exchange-traded bonds have no right to demand provision of separate the Certificate.
Accounting and certification of rights to Exchange-traded bonds, accounting and certification of
transfer of Exchange-traded bonds including cases of charging Exchange-traded bonds by liabilities, should be undertaken by NDC performing functions of Depositary and by the depositaries which are deponents of NDC (hereinafter together referred to as the "Depositaries").
Property rights to Exchange-traded bonds are provided by statements of deposit accounts issued by
NDC and Depositaries, which are depositors of NDC, to holders of Exchange-traded bonds. Property right to Exchange-traded bonds is transferred from one person to another at the moment of
entering incoming item to deposit account of purchaser of Exchange-traded bonds opened at NDC and Depositaries being depositors of NDC.
After the Issuer fulfils all its obligations against the owners of Exchange-traded bonds regarding
payment of face value and coupon profit of Exchange-traded bonds after their redemption, Exchange-traded bonds should be charged off deposit accounts. Redemption of Exchange-traded bonds Certificate should be done after charging all Exchange-traded bonds off deposit accounts opened at NDC.
Procedure of accounting and transfer of rights for documentary equity securities with mandatory
centralized storage, should be regulated by the Federal law No. 39-FZ “On equity market” of 22.04.96 , Regulation on depository business in Russian Federation approved by decree of Federal Securities Commission of Russia No. 36 of 16.10.97.
According to the Federal Law “On Equity Market”: - In case of storing Certificates of documentary bearer securities and/or accounting right for such
securities at the depositary, right for documentary bearer security should be transferred to the purchaser at the moment of making credit entry to deposit account of the purchaser.
Rights empowered by equity security, should be transferred to the purchaser of such security since the moment of transfer of rights to such security.
- In case of storing documentary equity security certificates at Depositaries, the rights empowered by such securities should be exerted based on certificates presented by such depositaries by order provided by depository contracts with the owners along with the list of such owners attached. In this case, the Issuer should provide execution of the right of the person included in above mentioned list to bearer securities. If information on new owner of such security, necessary for fulfilling obligations of the Issuer under Exchange-traded bonds, haven’t been provided to the Depositary responsible for the issue of Exchange-traded bonds or to nominal holder of Exchange-traded bonds by the moment of compilation of the List of owners and/or nominal holders of Exchange-traded bonds, fulfillment of obligations against the owner entered into the List of owners and/or nominal holders of Exchange-traded bonds should be recognized as appropriate. Purchase of Exchange-traded bonds bears responsibility for timely notification.
According to Regulation on depository business in Russian Federation approved by Resolution No. 36
of Federal Securities Commission of Russia of October 16, 1997 (hereinafter referred to as the “Regulation on depository business”):
The Depositary should provide storage of securities and/or keeping record of rights to securities of each client (depositor) separated from securities of the other clients (depositors) of the Depositary, in particular, by opening separate deposit account for each client (depositor). Title to security is attested by the entry of title to security made by the Depositary, if opposite is not stated juridically. The Depositary should trade securities owned by its clients (depositors) only by order of such clients (depositors) or the persons authorized by them, including account custodians, within the terms set by deposit contract. The Depositary should make entries to deposit account of the client (depositor) only if documents providing grounds for execution of such entries according to Regulation on depository business and other regulations and depositary contract are presented.
There are the following grounds for making entry to deposit account of the client (depositor):
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- order by the client (depositor) or the person authorized by the former, including account custodian, meeting requirements provided by depositary contract;
- the documents proving transfer of title to securities according to existing legislation and other regulations in case of transfer of title to securities in the issue of civil transaction;
The Depositary should register the facts of charging securities of the clients (depositors) by pledge or any other rights of the third parties, in the order provided by depositary contract.
Title to securities which are stored or/and titles to which are accounted by the Depositary, are considered to be transferred since the moment of making corresponding entry to deposit account of the client (depositor) by the Depositary. However, if corresponding entry to deposit account is absent, the interested party should not be deprived of right to prove
title to the security juridically using other evidences. In case of alteration of exiling legislation and/or regulations of the Federal Executive body for equity
market of Russia, procedure of accounting and transfer of titles to Exchange-traded bonds should be regulated by taking into account altered requirements of the law and/or other regulations.
Titles provided by the each security of the issue: Each Exchange-traded bond of the current issue provides equal measure of rights to its owner: Certificate of Exchange-traded bonds and Resolution on securities issue are the documents attesting
rights empowered by Exchange-traded bond. At redemption of Exchange-traded bond, its owner is entitled to receive face value of such Exchange-
traded bond in due term provided by such bond. Owner of Exchange-traded bond is entitled to receive interest on face value of such Exchange-traded
bond (or coupon yield), corresponding procedure of setting amount of such interest is described in pp. 9.3 of Resolution on securities issue and pp. 9.1.2 of the Prospectus, and corresponding terms of payments are specified in pp. 9.4 of Resolution on securities issue and pp. 9.1.2 of the Prospectus.
Owner of Exchange-traded bonds is entitled to demand the Issuer to purchase Exchange-traded bonds in cases and under conditions provided by Resolution on securities issue and the Prospectus.
Owner of Exchange-traded bonds is entitled to demand early redemption of Exchange-traded bonds
and payment of accumulated coupon yield under Exchange-traded bonds calculated by the date of discharge of obligations relating early redemption of Exchange-traded bonds in the following cases:
• Delisting of Exchange-traded bonds of the current issue at all Stock Exchanges entered such Exchange-traded bonds into Quotation lists, subject to such Exchange-traded bonds have been entered into Quotation list B of any Stock Exchange previously;
• In case the shares of all kinds and types and/or all bonds of the Issuer of Exchange-traded bonds admitted to trading at Stock Exchanges, are delisted at all Stock Exchanges admitted Exchange-traded bonds to trading (except of bonds delisting because of expiration of corresponding circulation term or redemption).
In case of Issuer’s liquidation, owner of Exchange-traded bond is entitled to receive due monetary
funds in the order of priority set by clause 64 of the Civil Code of Russian Federation. All indebtednesses of the Issuer under Exchange-traded bonds of the current issue should be equal de
jure and mandatory pari passu. The Issuer undertakes to provide refund of investments to the owners of Exchange-traded bonds in
case the issue of Exchange-traded bonds is recognized as failed or invalid according to the existing legislation.
Owner of Exchange-traded bonds is entitled to sell freely or alienate Exchange-traded bonds in any
other way providing that circulation of Exchange-traded bonds should take place only via Stock Exchange tenders.
Owner of Exchange-traded bonds is entitled to execute other rights provided by the existing legislation
of Russian Federation. Owner of Exchange-traded bonds is entitled to demand the Issuer to purchase Exchange-traded bonds
in cases and under conditions provided by Resolution on securities issue and the Prospectus.
Mode of securities placement: public offering.
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Procedure of securities placement, and if securities placement is planned to be done out of the boundaries
of the Russian Federation including by means of floatation of corresponding foreign securities, such condition should be mentioned hereunder:
Term of securities placement: Start and end of securities placement or procedure of setting the term of securities placement: Placement of Exchange-traded bonds should be commenced not earlier then seven days after
disclosure of information concerning admission of Exchange-traded bonds to trading at the Stock Exchange market by the Issuer and by the Exchange responsible for admission of Exchange-traded bonds to trading.
The start of placement of Exchange-traded bonds should be set by the authorized body of the Issuer. If at occurrence of an event, on which the Issuer should disclose information according to existing federal
legislation and regulations by Federal Executive body for equity market, the other procedure and terms of disclosure of information on such event are in force, as opposed to the procedure and terms provided by Resolution on securities issue and the Prospectus, information on such event should be disclosed according to such procedure and terms provided by federal legislation and regulations by Federal Executive body for equity market which are in force at the moment of such disclosure.
Report on the start of placement of Exchange-traded bonds should be published by the Issuer according to
requirements of Regulation on disclosure of information by issuers of equity securities approved by the Order No. 06-117/ пз-н by FFMS (Federal Financial Markets Service) of 10.10.2006 within the following terms:
- in news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 5 (five) days before the start of securities placement;
- at Issuer’s Internet-site, which address is as follows: http://www.aeroflot.ru, no later then 4 (four) days before the start of securities placement.
The start of Exchange-traded bonds placement set by Issuer’s authorized body, can be changed by
resolution of the same Issuer’s authorized body upon condition of compliance with requirements concerning procedure of disclosing information on alteration of the start of Exchange-traded bonds placement stated by existing legislation of the Russian Federation, Resolution on securities issue and the Prospectus.
If the Issuer decides to change the start of securities placement, which have already been disclosed
according to the procedure stated above, the Issuer should publish a report on alteration of the start of securities placement via news feed and Internet page no later then 1 (one) day before aforesaid date.
The end of securities placement or procedure of its setting: The start and the end of Exchange-traded bonds placement are the same. Exchange-traded bonds issue is not supposed to be placed in tranches. Procedure and conditions of making contracts (procedure and conditions of submitting and awarding the
bids in case the contracts are made by submission and award of bids) of alienation of securities to the first owners during placement.
Placement of Exchange-traded bonds can be carried out with or without entering Exchange-traded bonds into Quotation lists of MICEX Stock Exchange, Closed Joint-Stock Company (inclusive of Quotation list B). At this, entering Exchange-traded bonds into Quotation list should be undertaken in compliance with Rules of admission of Exchange-traded bonds to trading at MICEX Stock Exchange, Closed Joint-Stock Company.
Exchange-traded bonds should be placed by closing purchase and sales transactions at the price of
placement of Exchange-traded bonds stated in pp. 8.4 of Resolution on securities issue and pp. 2.4 of the Prospectus. At placement of Exchange-traded bonds, the transactions should be closed at MICEX Stock Exchange, Closed Joint-Stock company (hereinafter referred to as the “Exchange", “MICEX Stock Exchange”) by awarding direct bids for purchasing of Exchange-traded bonds submitted via Exchange trading system according to Rules of securities trading of MICEX Stock Exchange, Closed Joint-Stock company (hereinafter referred to as the "Trading Rules of Exchange", “Rules of Exchange”).
Underwriter is an organization rendering services on Exchange-traded bonds placement and
organization of Exchange-traded bonds placement (hereinafter referred to as the “Placement Mediator” or the “Organizer”) acting by order and at the expense of the Issuer.
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The following company acts as the Underwriter of Exchange-traded bonds issue: “Troika Dialog” Investment Company, Closed Joint-Stock Company
Full corporate name: “Troika Dialog” Investment Company, Closed Joint-Stock Company Short corporate name: “Troika Dialog” IC, CJSC TIN: 7710048970 Place of location: Russian Federation, 125009, Moscow, Romanov pereulok (alley), house 4 Postal address: Russian Federation, 125009, Moscow, Romanov pereulok (alley), house 4 Licence No. 177-06514-100000 (broker licence) Date of issue: April 8, 2003 Duration of licence: unlimited Licensing authority: Federal Securities Commission of Russia Licence No. 177-06518-010000 (dealer licence) Date of issue: April 8, 2003 Duration of licence: unlimited Licensing authority: Federal Securities Commission of Russia Trading should be carried out in compliance with Rules of Exchange registered in prescribed order by
Federal Executive body for equity market. At this, placement of Exchange-traded bonds can be carried out in form of Tender for setting interest
rate of the first coupon or by collecting direct bids for purchasing Exchange-traded bonds at fixed price and interest rate of the first coupon previously set by the Issuer according to procedure and under terms and conditions provided by Resolution on issue of securities and the Prospectus. Resolution on procedure of Exchange-traded bonds placement should be made by Issuer's authority before the start of Exchange-traded bonds placement and should be disclosed according to procedure provided by pp. 11 of Resolution on securities issue and pp. 2.9 of the Prospectus.
1) Placement of Exchange-traded bonds in form of Tender for setting interest rate of the first coupon Closure of transactions relating placement of Exchange-traded bonds begins with the start of
Exchange-traded bonds placement after summing up results of Tender for evaluation of interest rate of the first coupon and ends on the end of Exchange-traded bonds placement.
Resolution on approval of purchase and sales transaction to be closed during Exchange-traded bonds placement, should be made before closure of such transaction, in compliance with procedure set by the Federal law.
Interest rate of the first coupon should be evaluated in the course of the Tender carried out at Stock Exchange among potential purchasers of Exchange-traded bonds on the start of Exchange-traded bonds placement.
If prospective buyer is not trading participant of Stock Exchange (hereinafter referred to as the "Trader”), such person should conclude corresponding agreement with any Trader and provide the latter with an order to purchase Exchange-traded bonds. If prospective buyer of Exchange-traded bonds is the Trader, he/she should act on his/her own.
Prospective buyer should open corresponding deposit account at NDC (National Dispatch Center) or in any other depositary being a depositor of NDC. Procedure and terms of deposit accounts opening are regulated by provisions of corresponding depositary regulations.
On the day of Tender, the Traders should submit direct bids for purchasing Exchange-traded bonds on
tender basis using Exchange trading system either on their own account or at their clients' expense. Terms and procedure of submitting bids to Tender for setting interest rate of the first coupon should be set by Stock Exchange after coordination with the Issuer and/or the Underwriter.
Bids for purchasing Exchange-traded bonds should be sent by the Traders to Placement Mediator's (Underwriter’s) address.
Purchase bid should contain the following substantial conditions: - purchase price (equal to 100% of face value); - number of Exchange-traded bonds; - value of interest rate of the first coupon; - code of calculations used at closure of securities transaction to be included into clearing pool of
Clearing organization under conditions of multilateral or ordinary clearing, specifying that the procedure of backing control should be followed during transaction closure and the proper date of securities transaction execution is the date of transaction closure.
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- other parameters according to the Rules of Exchange. Price of Exchange-traded bonds placement set by Resolution on securities issue and the Prospectus
should be specified as purchase price. In case the authorized body of the Issuer sets interest rate by the first coupon equal to or greater then
the value of interest rate specified in the bid, the number of Exchange-traded bonds which prospective buyer would like to acquire should be set as number of Exchange-traded bonds.
The value (in numerical from, correct to two places of decimals) of interest rate of the first coupon, at which announcement made by the Issuer, the prospective investor is ready to purchase the number of Exchange-traded bonds specified in the bid at the price equal to 100% of face value, should be specified as interest rate of the first coupon.
Value of interest rate should be set in per cent per annum correct to one hundredth of per cent. At this, monetary funds should be reserved on trading accounts of the Traders kept at Nonbanking
Credit Organization, Clearing house of Moscow Interbank Currency Exchange, Closed Joint-Stock company (hereinafter referred to as the “CH MICEX”) in sum sufficient to cover all Exchange-traded bonds mentioned in the bids for purchasing Exchange-traded bonds inclusive of all necessary commission fees.
Full corporate name: Nonbanking Credit Organization, Clearing House of Moscow Interbank Currency Exchange, Closed Joint-Stock company
Short corporate name: CH MICEX, CJSC Place of location: Moscow, Sredny Kislovsky pereulok (alley), house 1/13, building 8 Postal address: Moscow, Sredny Kislovsky pereulok (alley), house 1/13, building 8 The applications failing to meet above mentioned requirements should not be admitted to participation
in the Tender for setting of interest rate of the first coupon. After expiration date of submitting bids to Tender, Stock Exchange should compile consolidated
register of bids for purchasing securities (hereinafter referred to as the "Consolidated register of bids") and pass it over to the Underwriter.
Consolidated register of bids should comprise all substantial conditions of each bid such as purchase price, number of securities, date and time of bid receipt, bid number, value of acceptable interest rate of the first coupon, and other details according to Rules of Exchange.
Based on analysis of bids submitted to Tender, the authorized body of the Issuer should make resolution on the value of interest rate of the first coupon and communicate it to Stock Exchange in writing no later then 30 minutes before sending information on interest rate to the Information Agency. After publishing an announcement of the value of interest rate of the first coupon by the Information Agency (according to the procedure provided by pp. 11 of Resolution on issue and pp. 2.9 of the Prospectus), the Issuer should inform the Underwriter on the value of interest rate of the first coupon.
An announcement of the value of interest rate of the first coupon should be published by the Underwriter using Trading system of the Exchange by sending e-mail message to all Traders.
After receiving information on the value of interest rate of the first coupon from the Issuer, the Underwriter should close transactions by awarding bids according to the order stated by the Resolution on securities issue, the Prospectus and the Rules of Exchange; at this, only the bids which value of interest rate of the first coupon is equal or less then fixed interest rate of the first coupon, should be awarded.
While allowing bids for purchasing Exchange-traded bonds submitted in the course of the Tender, the priority should be given to the bids of minimal value of interest rate of the first coupon.
In case there are bids of equal interest rate of the first coupon, the priority should be given to the bids submitted earlier. Traders’ bids that are not awarded should be refused by the Underwriter.
After fixing the interest rate of the first coupon and awarding bids submitted in the course of the Tender, in case of incomplete placement of issued Exchange-traded bonds via Tender, the Traders acting either on their own account or at the expense and by orders of prospective buyers, can submit direct bids for purchasing Exchange-traded bonds at placement price to the address of the Underwriter (who is acting as the Placement Mediator) during the whole period of placement.
Submitted bids for purchasing Exchange-traded bonds should be awarded by the Underwriter in full only if number of Exchange-traded bonds mentioned in the bid does not exceed number of outstanding Exchange-traded bonds of the issue (within the limits of total number of Exchange-traded bonds suggested for placement). If amount of bid for purchasing Exchange-traded bonds exceeds number of outstanding Exchange-traded bonds, such bid should be awarded to the extent of outstanding balance. If all Exchange-traded bonds suggested for placement have been placed by the Underwriter, all further bids for purchasing Exchange-traded bonds should not be allowed.
Purchase of Exchange-traded bonds of the Issuer in the course of their placement cannot be executed at the expense of the Issuer.
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2) Placement of Exchange-traded bonds by collecting direct bids for purchasing Exchange-traded
bonds at fixed price and rate of the first coupon
In case of placing Exchange-traded bonds by collecting direct bids for purchasing Exchange-traded
bonds at fixed price and rate of the first coupon from prospective buyers, the authorized Regulative body of the Issuer should adopt resolution on the value of interest rate of the first coupon before the date of Exchange-traded bonds placement, and no later then one day before start of Exchange-traded bonds placement. Information on the value of interest rate of the first coupon should be disclosed by the Issuer according to pp. 11 of Resolution on securities issue and pp. 2.9 of the Prospectus.
Placement of Exchange-traded bonds by collecting direct bids for purchasing Exchange-traded bonds at fixed price and rate of the first coupon from prospective buyers implies an invitation addressed to indefinite circle of persons for making offers to purchase placed securities. Direct bids by purchasers are traders' offers to
purchase placed Exchange-traded bonds. An answer regarding acceptance of offers to purchase placed Exchange-traded bonds should be sent to
the Traders selected at discretion of the Issuer from among the Traders who have made such offers by submitting counter direct bids. At this, the Trader should admit that his/her bid can be refused, accepted in full or in part.
By start of placement and during the period of submission of bids for purchasing Exchange-traded bonds at fixed price and rate of the first coupon, the Traders should submit direct bids for purchasing Exchange-traded bonds using Trading system of Stock Exchange either on their own account or at their clients' expense.
Terms and procedure of submitting direct bids during the period of submission of bids at fixed price and rate of the first coupon should be set by Stock Exchange after coordination with the Issuer and/or Underwriter.
After expiration date of submission of bids for purchasing Exchange-traded bonds at fixed price and rate of the first coupon, Stock Exchange should compile consolidated register of bids for purchasing securities (hereinafter referred to as the "Consolidated register of bids") and pass it over to the Underwriter.
Consolidated register of bids contains all substantial conditions of each bid such as purchase price, number of securities, date and time of bid receipt, bid number, and other details according to Rules of Exchange.
Based on analysis of Consolidated register of bids, the Issuer should assign prospective buyers to whom the Issuer is going to sell Exchange-traded bonds and the numbers of Exchange-traded bonds to be sold to the buyers assigned, and communicate this information to the Underwriter.
After receiving information concerning prospective buyers to whom the Issuer is going to sell Exchange-traded bonds and number of Exchange traded bonds to be sold to the buyers specified by the Issuer, the Underwriter closes transactions with the buyers to whom the Issuer would like to sell Exchange-traded bonds by submitting counter direct bids according to Rules of Exchange comprising number of securities the Issuer would like to sell to particular buyer according to the order set by the Resolution on issue and the Prospectus.
After accepting the bids submitted within the term of bids submission and in case of incomplete placement of Exchange-traded bonds as the result of the issue, the Traders acting either on their own account or at the expense and by orders of prospective buyers, can submit direct bids for purchasing Exchange-traded bonds at placement price to the address of the Underwriter (who’s acting as Placement Mediator). The Issuer should consider such bids and assign the buyers to whom the Issuer is going to sell Exchange-traded bonds and the numbers of Exchange-traded bonds to be sold to the buyers assigned, and communicate this information to the Underwriter.
After receiving information on the buyers to whom the Issuer is going to sell Exchange-traded bonds and number of Exchange traded bonds to be sold to the buyers specified by the Issuer, the Underwriter closes transactions with the buyers to whom the Issuer would like to sell Exchange-traded bonds by submitting counter direct bids according to Rules of Exchange comprising number of securities the Issuer would like to sell to particular buyer according to approved order set by the Resolution on securities issue and the Prospectus.
If prospective buyer is not the Trader, such person should conclude corresponding agreement with any
Trader and issue an order to purchase Exchange-traded bonds to the latter. If prospective buyer of Exchange-traded bonds is the Trader, he/she should act on his/her own.
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Prospective buyer should open corresponding deposit account at NDC (National Dispatch Center) or in any other depositary being a depositor of NDC. Procedure and terms of deposit accounts opening are regulated by provisions of corresponding depositary regulations.
Bids for purchasing Exchange-traded bonds should be sent by the Traders to Placement Mediator's
(Underwriter’s) address. Purchase bid should contain the following substantial conditions: - purchase price (equal to 100% of face value); - number of Exchange-traded bonds; - code of calculations used at closure of securities transaction to be included into clearing pool of
Clearing organization under conditions of multilateral or ordinary clearing, specifying that the procedure of backing control should be followed during transaction closure and the proper date of securities transaction execution is the date of transaction closure.
- other parameters according to the Rules of Exchange. Price of Exchange-traded bonds placement set by Resolution on securities issue and the Prospectus
should be specified as purchase price. As a number of Exchange-traded bonds, the number of Exchange-traded bonds the prospective buyer
would like to acquire at the rate of the first coupon fixed before the start of placement should be specified. At this, monetary funds should be reserved on trading accounts of the Traders kept at Nonbanking
Credit Organization, Clearing house of Moscow Interbank Currency Exchange, Closed Joint-Stock company (hereinafter referred to as the “CH MICEX”) in sum sufficient to cover all Exchange-traded bonds mentioned in the bids for purchasing Exchange-traded bonds inclusive of all necessary commission fees.
Full corporate name: Nonbanking Credit Organization, Clearing House of Moscow Interbank Currency Exchange, Closed Joint-Stock company
Short corporate name: CH MICEX, CJSC Place of location: Moscow, Sredny Kislovsky pereulok (alley), house 1/13, building 8 Postal address: Moscow, Sredny Kislovsky pereulok (alley), house 1/13, building 8 The bid failing to meet requirements stated above should not be accepted. Purchase of Exchange-traded bonds of the Issuer in the course of their placement cannot be executed
at the expense of the Issuer. At placement of Exchange-traded bonds by collecting direct bids for purchasing Exchange-traded
bonds at fixed price and rate of the first coupon from prospective buyers, the Issuer and/or the Underwriter is/are going to conclude provisional contracts with prospective buyers of Exchange-traded bonds containing obligation to conclude principal contracts of disposal of securities placed by the Issuer and/or the Underwrite with prospective buyers or the Trader acting in their name in future.
Such provisional contracts should be concluded by means of the Issuer’s and/or the Underwriter’s acceptance of prospective investors’ offers to conclude provisional contracts (hereinafter referred to as the “Provisional contracts”) according to which the investor and the issuer undertake to conclude principal contracts of purchase and sale of Exchange-traded bonds on the start of Exchange-traded bonds placement. At this, any offer containing proposal to conclude Provisional contract can be refused, accepted in full or in part at discretion of the Issuer.
Collection of prospective investors’ offers to conclude Provisional contracts should be started not earlier then on the date of admission of Exchange-traded bonds to trading by MICEX Stock Exchange during placement and should be finished no later then on the date directly preceding the start of Exchange-traded bonds placement.
Procedure of disclosing information on terms of submission of offers to make Provisional contracts by
prospective buyers of Exchange-traded bonds The Issuer should disclose information on terms of submission of offers to conclude Provisional
contract as "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" in the following way:
- - via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 1 (one) day after execution of Issuer’s authorized body’s resolution on setting the period of submission of offers to make Provisional contract;
- via Issuer’s Internet page, which address is as follows: : http://www.aeroflot.ru, no later then 2 (two) days after the date of adoption of Issuer’s authorized body’s resolution on setting terms of submission of offers to make Provisional contract;
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Specified information should comprise form of prospective investor's offer to make Provisional contract along with procedure and terms of such offers’ submission.
In submitted offers to conclude Provisional contract, prospective investor should indicate maximal sum
which he/she is ready to spend on purchasing Exchange-traded bonds of particular issue and also minimal rate of the first coupon of Exchange-traded bonds at which he/she is ready to purchase Exchange-traded bonds up to aforementioned maximal sum. By submitting the offer to conclude Provisional contract, prospective investor admits that such offer can be either refused or accepted in full or in part.
Prospective investors offers by to make Provisional contract should be delivered starting from the date
of disclosure of information on the term of submitting prospective investors offers to make Provisional contracts via news feed.
The expiration date of submission of prospective investors’ offers to make Provisional contracts preliminary fixed by the Issuer, can be changed by resolution of the Issuer later on. Such information should be disclosed in form of "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" via news feed of INTERFAX, Information Agency authorized by Federal Executive body for equity market for disclosure of information on the equity market.
Besides, specified information should be disclosed via Issuer’s Internet page which address is as follows: http://www.aeroflot.ru, no later then one day after the date of disclosure of information on alteration of expiration date of submission of prospective investors’ offers to make Provisional contracts via news feeds.
Procedure of disclosing information on expiration date of submission of offers to make Provisional
contract by prospective buyers of Exchange-traded bonds. The Issuer should disclose information on expiration date of submission of offers to make Provisional
contract as "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" in the following way:
- - via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then the day next to expiration date of submission of offers to make Provisional contract;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, no later then the day next to due date of submission of offers to make Provisional contract.
Principal contracts of Exchange-traded bonds sale and purchase should be made at the price of Exchange-traded bonds placement stated in pp. 8.4 of Resolution on securities issue and pp. 2.4 of the Prospectus by submitting direct bids using Trading system of MICEX Stock Exchange according to the procedure set by the present subpoint.
Power of preferential purchase of placed securities including power to exercise pre-emption right to
purchase securities provided by the clauses 40 and 41 of Federal law "On joint-stock companies": Pre-emption right to purchase placed securities is not provided. Registered securities which register of owners is kept by the registrar (the person to whom the issuer
grants (sends) instrument of transfer being the basis for making credit entry to settlement account or deposit account of the first owner (i.e. the registrar, the depositary or the first owner) and other conditions of issuing instrument of transfer should be specified hereunder:
Placed securities are not registered securities. Procedure of making credit entry to deposit account of the first owner at the depositary undertaking
centralized storage should be specified hereunder: Credit entry to deposit account of the first owner opened at the Depositary should be made under the
orders submitted by Clearing organization (hereinafter referred to as the "Clearing organization") carrying out settlements of transactions closed during placement of Exchange-traded bonds at Stock Exchange.
Placed Exchange-traded bonds should be entered to deposit accounts of Exchange-traded bonds buyers by the Depositary in compliance with Rules of clearing business undertaken by Clearing organization on equity market and conditions of depository business undertaken by the Depositary.
Expenses for making credit entries on entering placed Exchange-traded bonds to deposit accounts of their
first owners (buyers) should be specified hereunder: The first owners of securities should bear expenses for making credit entries of charging Exchange-traded
bonds to deposit accounts of their first owners (buyers) opened at Depositary undertaking centralized storage of Exchange-traded bonds.
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In case of documentary securities without mandatory centralized storage, the procedure of issuing
securities certificates to the first owners should be specified hereunder: Securities of the present issue are provided with centralized storage. If placement of securities is planned to be done out of the borders of the Russian Federation including by
means of floatation of corresponding foreign securities, such condition should be mentioned hereunder: Securities are not supposed to be floated out of the borders of the Russian Federation. If securities should are placed by subscription through tendering, name of the person organizing tenders
(the issuer or specialized organization) should be specified hereunder: Name of the person organizing tendering: Full corporate name: MICEX Stock Exchange, Closed Joint-Stock Company Short corporate name: MICEX Stock Exchange, CJSC Place of location: Russian Federation, 125009, Moscow, Bolshoy Kislovsky pereulok (alley), house 13 Postal address: Russian Federation, 125009, Moscow, Bolshoy Kislovsky pereulok (alley), house 13 Date of state registration: 2.12.2003 Registration number: 1037789012414 Name of authority undertaking state registration: Interdistrict Tax Inspectorate of the Ministry of Taxes
and Levies of Russia No. 46 for Moscow City Licence No. 077-10489-000001 Date of issue: 23.08.2007 Duration of licence: Unlimited Licensing authority: FFMS (Federal Financial Markets Service) of Russia At placement of Exchange-traded bonds at Tender for evaluation of the first coupon rate, in case of
compliance of bids conditions with specified above requirements, the bids should be registered and then awarded by the Underwriter at Stock Exchange.
In case of placing Exchange-traded bonds by collecting direct bids for purchasing Exchange-traded bonds at fixed price and the rate of the first coupon set by the Issuer before the start of bonds placement, and under compliance of bids conditions with specified above requirements, the bids should be registered and awarded (or refused) by the Underwriter at Stock Exchange in accordance with Issuer’s resolution (as stated above).
Placed Exchange-traded bonds should be entered to deposit accounts of Exchange-traded bonds buyers
by the Depositary in compliance with Rules of clearing business undertaken by Clearing organization on equity market and conditions of depository business undertaken by the Depositary.
To close transaction of purchase and sale of Exchange-traded bonds during their placing, potential
purchaser should open corresponding deposit account at the Depositary undertaking centralized storage of Exchange-traded bonds of the issue (or in any other depositary acting as a depositor of the Depositary) in advance (before start of Exchange-traded bonds placement). Procedure and terms of deposit accounts opening should be regulated by provisions of regulations of corresponding Depositaries.
Alteration and/or termination of agreements concluded at placement of Exchange-traded bonds should be carried out under and according to procedures provided by the chapter 29 of the Civil Code of Russian Federation.
Regulatory body of the Issuer approving resolution of the issue (additional issue) of securities and the
Prospectus, and also the date (the dates) of resolution on approval of each of above mentioned documents, the date (the dates) of composition of such documents and number (numbers) of minutes of Issuer’s Regulatory body meeting where corresponding resolution is adopted, should be specified hereunder: Resolution of securities issue the Prospectus was approved on 18.03.2010 by the Board of Directors (Minutes No. 14 of 18.03.2010).
Unplaced fraction of securities causing failure of securities issue (additional issue): Such fraction is not
set.
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If along with placement of securities it is planned to propose for purchase (including purchases executed out of the boundaries of the Russian Federation by floatation of corresponding foreign securities) previously placed (outstanding) securities of the Issuer of the same kind, category (type), the following additional information should be mentioned hereunder: Securities are not supposed to be floated out of the borders of the Russian Federation.
9.1.2. Additional information on placed bonds
a) Volume (procedure of evaluation of volume) of profits by bonds paid off to the owners of bonds: Exchange-traded bonds yield is sum of coupon yield charged for each coupon period. There are six
periods of Exchange-traded bonds. Duration of each coupon period is set equal to 182 (one hundred eighty two) days.
Coupon yield is calculated by outstanding part of face value. Outstanding part of face value is defined as a difference between face value of one Exchange-traded bond and its part redeemed at partial early redemption of Exchange-traded bonds (if resolution on partial early redemption is adopted according to pp. 9.5 of Resolution on securities issue and pp. 9.1.2 of the Prospectus). Coupon (interest) rate Amount of coupon (interest) yield
Date of start: Date of end: 1. Coupon: Interest rate of the first coupon (C1) can be defined as follows: A) In the course of Tender carried out at Stock Exchange among prospective buyers of Exchange-
traded bonds on the start of Exchange-traded bonds placement. On the day of Tender, the Traders should submit direct bids for purchasing Exchange-traded bonds to
Tender using Exchange trading system either on their own account or at their clients' expense. Terms and procedure of submission of bids to Tender for setting interest rate of the first coupon should be set by Stock Exchange after coordination with the Issuer and/or the Underwriter.
The bids for purchasing Exchange-traded bonds should be sent by the Traders to Underwriter address. Purchase bid should contain the following substantial conditions: - purchase price (equal to 100% of face value); - number of Exchange-traded bonds; - value of interest rate of the first coupon; - code of calculations used at closure of securities transaction to be included into clearing pool of
Clearing organization under conditions of multilateral or ordinary clearing, specifying that the procedure of backing control should be followed during transaction closure and the proper date of securities transaction execution is the date of transaction closure.
- other parameters according to the Rules of Exchange. Price of Exchange-traded bonds placement set by Resolution on securities issue and the Prospectus
should be specified as purchase price. In case the authorized body of the Issuer sets interest rate of the first coupon equal to or more
then the value of interest rate specified in the bid, the number of Exchange-traded bonds which prospective buyer would like to acquire should be set as number of Exchange-traded bonds.
The value (in numerical from, correct to two places of decimals) of interest rate of the first coupon, at which announcement made by the Issuer, the prospective investor is ready to purchase the number of Exchange-traded bonds specified in the bid at the price equal to 100% of face value, should be specified as interest rate of the first coupon.
Value of interest rate should be set in per cent per annum correct to one hundredth of per cent. At this, reserved sum of monetary funds should be sufficient to cover redemption of all Exchange-
traded bonds mentioned in the bids for purchasing Exchange-traded bonds, inclusive of all commission fees. The bids failing to meet above mentioned requirements should not be admitted to the Tender for setting
interest rate of the first coupon. After expiration date of submitting bids to Tender, Stock Exchange should compile consolidated
register of bids for purchasing securities (hereinafter referred to as the "Consolidated register of bids") and pass it over to the Underwriter.
Consolidated register of bids should comprise all substantial conditions of each bid such as purchase price, number of securities, date and time of bid receipt, bid number, value of acceptable interest rate of the first coupon, and other details according to Rules of Exchange.
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Based on analysis of bids submitted to Tender, the authorized body of the Issuer should make resolution on the value of interest rate of the first coupon and communicate it to Stock Exchange in writing no later then 30 minutes before sending information on interest rate to the Information Agency. The Issuer should inform the Underwriter on the value of the rate of the first coupon after publication of announcement of such value by Information Agency.
An announcement of the value of interest rate of the first coupon should be published by the Underwriter using Trading system of the Exchange by sending e-mail message to all Traders.
Information on the value of interest rate of the first coupon should be disclosed by the Issuer according to pp. 11 of Resolution on securities issue and pp. 2.9 of the Prospectus.
B) By authorized body of the Issuer, no later then one day before the start of bonds placement. Information on the value of interest rate of the first coupon should be disclosed in the order provided
by pp. 11 of Resolution on securities issue and pp. 2.9 of the Prospectus. The Issuer should inform Stock Exchange on adopted resolution relating the rate of the first coupon
no later then one day before the start of Exchange-traded bonds placement. In both cases mentioned above:
Start of the first coupon period is the start of Exchange-traded bonds placement.
End of the first coupon period is 182nd (one hundred eighty second) day after the start of Exchange-traded bonds placement.
Sum of payments of the first coupon per one Exchange-traded bond should be calculated using the following formula: CP= C1 * Nom * (T1 - T0) / (365 * 100%) where CY is the value of coupon yield per each Exchange-traded bond; Nom is outstanding part of face value per one Exchange-traded bond ; C1 - value of interest rate of the first coupon, in percent interest per annum; T0 – start of the first coupon period of Exchange-traded bonds; T1 – end of the first coupon period. Value of accrued coupon yield per one Exchange-traded bond should be calculated accurate to one kopeck (rounding should be done according to the rules of mathematical rounding, in particular: if the third decimal digit is greater or equal to 5, the second decimal digit should be increased by 1, if the third decimal digit is less then 5, the second decimal digit should remain unchanged.)
2. Coupon: Interest rate of the second coupon (C2) should be set according to the order described in pp. 9.3.1 of Resolution on securities issue and pp. 9.1.2 of the Prospectus. Start of the second coupon period is 182nd (one hundred eighty second) day after the start of Exchange-traded bonds placement.
End of the second coupon period is 364th (three hundred sixty fourth) day after the start of Exchange-traded bonds placement.
Sum of payments of the first coupon per one Exchange-traded bond should be calculated using the following formula: CY= C2 * Nom * (T2 – T1) / (365 * 100%), where
CY is the value of coupon yield per each Exchange-traded bond;
Nom is outstanding part of face value per one Exchange-traded bond ;
C2 - value of interest rate of the second coupon, in percent interest per annum; T1 – start of the second coupon period of Exchange-traded bonds;
T2 – end of the second coupon period.
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Value of accrued coupon yield per one Exchange-traded bond should be calculated accurate to one kopeck (rounding should be done according to the rules of mathematical rounding, in particular: if the third decimal digit is greater or equal to 5, the second decimal digit should be increased by 1, if the third decimal digit is less then 5, the second decimal digit should remain unchanged.)
3. Coupon: Interest rate of the third coupon (C3) should be set according to the order described in pp. 9.3.1 of Resolution on securities issue and pp. 9.1.2 of the Prospectus.
Start of the third coupon period is 364th (three hundred sixty fourth) day after the start of Exchange-traded bonds placement.
End of the third coupon period is 546th (five hundred forty sixth) day after the start of Exchange-traded bonds placement.
Sum of payments of the third coupon per one Exchange-traded bond should be calculated using the following formula: CY= C3 * Nom * (T3 – T2) / (365 * 100%), where
CY is the value of coupon yield per each Exchange-traded bond;
Nom is outstanding part of face value per one Exchange-traded bond ;
C3 - value of interest rate of the third coupon, in percent interest per annum; T2 – start of the third coupon period of Exchange-traded bonds;
T3 – end of the third coupon period. Value of accrued coupon yield per one Exchange-traded bond should be calculated accurate to one kopeck (rounding should be done according to the rules of mathematical rounding, in particular: if the third decimal digit is greater or equal to 5, the second decimal digit should be increased by 1, if the third decimal digit is less then 5, the second decimal digit should remain unchanged.)
4. Coupon: Interest rate of the fourth coupon (C4) should be set according to the order described in pp. 9.3.1 of Resolution on securities issue and pp. 9.1.2 of the Prospectus.
Start of the fourth coupon period is 546th (five hundred forty sixth) day after the start of Exchange-traded bonds placement.
End of the fourth coupon period is 728th (seven hundred twenty eighth) day after the start of Exchange-traded bonds placement.
Sum of payments of the fourth coupon per one Exchange-traded bond should be calculated using the following formula: CY= C4 * Nom * (T4 – T3) / (365 * 100%), where
CY is the value of coupon yield per each Exchange-traded bond;
Nom is outstanding part of face value per one Exchange-traded bond ;
C4 - value of interest rate of the fourth coupon, in percent interest per annum; T3 – start of the fourth coupon period of Exchange-traded bonds;
T4 – end of the fourth coupon period. Value of accrued coupon yield per one Exchange-traded bond should be calculated accurate to one kopeck (rounding should be done according to the
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rules of mathematical rounding, in particular: if the third decimal digit is greater or equal to 5, the second decimal digit should be increased by 1, if the third decimal digit is less then 5, the second decimal digit should remain unchanged.)
5. Coupon: Interest rate of the fifth coupon (C5) should be set according to the order described in pp. 9.3.1 of Resolution on securities issue and pp. 9.1.2 of the Prospectus.
Start of the fifth coupon period is 728th (seven hundred twenty eighth) day after the start of Exchange-traded bonds placement.
End of the fifth coupon period is 910th (nine hundred tenth) day after the start of Exchange-traded bonds placement.
Sum of payments of the fifth coupon per one Exchange-traded bond should be calculated using the following formula:
CY= C5 * Nom * (T5 – T4) / (365 * 100%), where
CY is the value of coupon yield per each Exchange-traded bond;
Nom is outstanding part of face value per one Exchange-traded bond ;
C5 - value of interest rate of the fifth coupon, in percent interest per annum; T4 – start of the fifth coupon period of Exchange-traded bonds;
T5 – end of the fifth coupon period. Value of accrued coupon yield per one Exchange-traded bond should be calculated accurate to one kopeck (rounding should be done according to the rules of mathematical rounding, in particular: if the third decimal digit is greater or equal to 5, the second decimal digit should be increased by 1, if the third decimal digit is less then 5, the second decimal digit should remain unchanged.)
6. Coupon: Interest rate of the sixth coupon (C6) should be set according to the order described in pp. 9.3.1 of Resolution on securities issue and pp. 9.1.2 of the Prospectus.
Start of the fifth coupon period is 910th (nine hundred tenth) day after the start of Exchange-traded bonds placement.
End of the first coupon period is 1092nd (one thousand ninety second) day after the start of Exchange-traded bonds placement.
Sum of payments of the sixth coupon per one Exchange-traded bond should be calculated using the following formula: CY= C6 * Nom * (T6 – T5) / (365 * 100%), where
CY is the value of coupon yield per each Exchange-traded bond;
Nom is outstanding part of face value per one Exchange-traded bond ;
C6 - value of interest rate of the sixth coupon, in percent interest per annum; T5 – start of the sixth coupon period of Exchange-traded bonds;
T6 – end of the sixth coupon period. Value of accrued coupon yield per one Exchange-traded bond should be calculated accurate to one kopeck (rounding should be done according to the rules of mathematical rounding, in particular: if the third decimal digit is greater or equal to 5, the second decimal digit should be increased by 1, if the third decimal digit is less then 5, the second decimal digit
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should remain unchanged.)
If date of payment of yield under any of six coupons of Exchange-traded bonds falls on day off, either state holiday or transactions’ day off, payment of accrued sum should be executed on the first working day next to the day off. Owner of Exchange-traded bond is not entitled to request either interest charge or any other compensation for such delay of payment.
Procedure of evaluation of coupon interest rate starting from the second coupon:
Before start of Exchange-traded bonds placement, the Issuer can adopt resolution on the rates or procedure of evaluation of coupon rates in form of formula including variables which value cannot be changed at discretion of the Issuer, by coupon periods starting from the second and up to n-th coupon period (n=2,3,…,6).
If the Issuer fails to adopt such resolution regarding any coupon period (i-th coupon period), the Issuer should purchase Exchange-traded bonds upon request of their owners made within the last 10 (ten) days of the coupon period previous to the i-th coupon period, by which the coupon rate or procedure of its evaluation in form of the formula comprising variables unchangeable at Issuer’s discretion, should be set by the Issuer after disclosing information on results of Exchange-traded bonds issue to MICEX Stock Exchange and notification of the Federal Executive body for equity market on such results in the order prescribed.
Specified above information, including serial number of the coupons, which the rate or procedure of rate evaluation should be set by the Issuer before the date of Exchange-traded bonds placement, and also serial number of coupon period (n) during which the owners of Exchange-traded bonds are entitled to request the Issuer to purchase Exchange-traded bonds, should be disclosed by the Issuer in form of announcements on substantial facts named as “Information on charged and/or paid off interest on securities of the Issuer” and “Information on terms of fulfillment of issuer's obligations against owners of issuer's securities" no later then 1 (one) calendar day before the start of Exchange-traded bonds placement and within the following terms since the date of adoption of resolution on setting coupon interest rate or procedure of coupon interest rate (rates) evaluation.
- via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, within 1 (one) day;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, no later then 2 (two days).
The Issuer should inform Stock Exchange about adopted resolutions, including defined rates or procedure of rates definition no later then one day before the start of Exchange-traded bonds placement.
If the Issuer fails to adopt resolution on the rate or procedure of evaluation of the rate of the second coupon before the start of Exchange-traded bonds placement, the Issuer should adopt resolution on the rate of the second coupon no later then 14 (fourteen) calendar days before the end of the first coupon.
In this case the Issuer should provide the rights of the owners of Exchange-traded bonds to request the
Issuer’s purchasing Exchange-traded bonds at the price equal to 100% (one hundred percent) of outstanding part of face value without coupon yield accrued by the date of such purchase, which should be paid off to the seller of Exchange-traded bond in addition to its purchase price, within the last 10 (ten) days of the first coupon period.
Outstanding part of face value is defined as a difference between face value of one Exchange-traded bond and its part redeemed at partial early redemption of Exchange-traded bonds (if resolution on partial early redemption is adopted by the Issuer according to pp. 9.5 of Resolution on securities issue and pp. 9.1.2 of the Prospectus).
If coupon rates or procedure of coupon rate evaluation is defined by the authorized Regulatory body of the Issuer after disclosure of information on results of Exchange-traded bonds issue to MICEX Stock Exchange and corresponding notification of the Federal Executive body for equity market in the order
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prescribed simultaneously on the several coupon periods, the Issuer should purchase Exchange-traded bonds under requests of their owners made within the last 10 (ten) days of the coupon period previous to the coupon period Purchase of Exchange-traded bonds is not required before any other coupon periods by which such coupon rates of Exchange-traded bonds or procedure of such rates evaluation should be set..
b) Interest rate or procedure of evaluation of interest rate of coupons which rate (or procedure of its evaluation) haven’t been set by the Issuer before the start of Exchange-traded bonds placement (i=(n+1),…,6), should be defined by the Issuer after disclosing information on results of Exchange-traded bonds issue to MICEX Stock Exchange and corresponding notification of the Federal Executive body for equity market in the order prescribed, on the date of i-th coupon definition, no later then 14 (fourteen) calendar days before the end of the i-th coupon. The Issuer is entitled to define coupon rate or procedure of setting the rates of any number of undefined coupons coming after the i-th coupon (at this, k is the number of the last coupon to be defined) on the date of i-th coupon definition.
c) If after announcement of coupon rates or procedure of their definition (according to previous subpoints), the rate or procedure of setting the rate of at least one following coupon of Exchange-traded bond is undefined, the Issuer should provide right of Exchange-traded bonds owners to request the Issuer to purchase Exchange-traded bonds at the price equal to 100% (one hundred percent) of outstanding part of face value without coupon yield accrued by purchase date which should be paid off to the seller of Exchange-traded bonds in addition to the specified price of purchase within the last 10 (ten) days of the k-th coupon period (if only the rate of i-th coupon is defined by the Issuer, i=k), simultaneously with announcement of the rates or procedure of setting the rates of i-th and other defined coupons of Exchange-traded bonds.
Outstanding part of face value is defined as a difference between face value of one Exchange-traded bond and its part redeemed at partial early redemption of Exchange-traded bonds (if resolution on partial early redemption is adopted according to pp. 9.5 of Resolution on securities issue and pp. 9.1.2 of the Prospectus).
d) Information on the rates or procedure of setting the rates of Exchange-traded bonds coupons starting from the second coupon, defined by the Issuer after disclosure of information on results of Exchange-traded bonds issue by MICEX Stock Exchange and corresponding notification of Federal Executive body for equity market in the order prescribed by the latter, should be communicated to prospective buyers in form of announcement of substantial facts no later then 10 (ten) calendar days before the start of i-th coupon period and within the following terms after the date of setting the rate or procedure of evaluation of the rate of i-th coupon:
- via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, within 1 (one) day;
- via Issuer’s Internet page located to the following address: http://www.aeroflot.ru, within 2 (two) days.
The Issuer should inform the Stock Exchange on adopted resolution including defined rates or procedure of rates definition no later then 10 (ten) days before the end of n-th coupon period (the period during which the interest rate of (n+1)-th and following coupons is defined).
b) Procedure and conditions redemption of the bonds and payment of interest on the bonds (coupon): Procedure and terms of bonds redemption: Date of start: 1092nd (one thousand ninety second) day after start of placement of Exchange-traded bonds of the issue. Date of end: Dates of the start and the end of redemption of issued Exchange-traded bonds are the same. Date (procedure of setting the date) of compilation of the list of owners of the bonds being the payees of
redemption: Payment should be executed in the currency of Russian Federation by bank transfer of funds for the
benefit of Exchange-traded bonds owners, that are such owners by the end of operation day of NDC, previous to the 3rd (third) working day before the date of Exchange-traded bonds redemption (hereinafter referred to as the “Date of compilation of the list of owners and/or nominal holders of Exchange-traded bonds being the payees of redemption").
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Other conditions and procedure of bonds redemption: Redemption of Exchange-traded bonds should be done by paying agent by order and at the expense of
the Issuer (hereinafter referred to as the "Paying agent”). Functions of Paying agent are performed by the following organization:
Full corporate name: National Dispatch Center, Closed Joint-Stock Company Short corporate name: NDC, CJSC Place of location: Moscow, Sredny Kislovsky pereulok (alley), house 1/13, building 4 Postal address: Russian Federation, 105062, Moscow, Mashkova street, house 13, building 1
If date of redemption of Exchange-traded bonds falls on day off, either state holiday or transactions’ day off, payment of accrued sum should be executed on the first working day next to the day off. Owner of Exchange-traded bond is not entitled to request either interest charge or any other compensation for such delay of payment.
Redemption of Exchange-traded bonds should be executed by repayment of outstanding part of face value. Outstanding part of face value is defined as a difference between face value of one Exchange-traded bond and its part redeemed at partial early redemption of Exchange-traded bonds (if resolution on partial early redemption is adopted according to pp. 9.5 of of Resolution on securities issue and pp. 9.1.2 of the Prospectus).
Redemption of outstanding part of face value of Exchange-traded bonds should be executed in Russian
rubles by bank transfer of funds.
Redemption of outstanding part of face value of Exchange-traded bonds should be executed in the following order:
Payment should be executed in the currency of Russian Federation by bank transfer of funds for the benefit of Exchange-traded bonds owners, that are such owners by the end of operation day of NDC, previous to the 3rd (third) working day before the date of Exchange-traded bonds redemption (hereinafter referred to as the “Date of compilation of the list of owners and/or nominal holders of Exchange-traded bonds being the payees of redemption").
It is presumed that nominal holders (depositors of NDC) are entitled to receive monetary funds as redemption of Exchange-traded bonds. Depositors of NDC that are not nominal holders and are not authorized to receive monetary funds at repayment of redemption sum on Exchange-traded bonds by their clients, should pass list of owners of Exchange-traded bonds to NDC no later then by 13 hours 00 minutes (Moscow time, GMT +3) of the 3rd (third) working day before the date of Exchange-traded bonds redemption. The list should contain all bank details specified below in the List of owners and/or nominal holders of Exchange-traded bonds being the payees of redemption.
If the owner of Exchange-traded bonds is not depositor of NDC, he/she can authorize a nominal holder of the bonds who is the depositor of NDC to receive sums paid off as redemption of Exchange-traded bonds.
If rights of the owner of Exchange-traded bonds are accounted by a nominal holder of Exchange-traded bonds who is authorized to receive sums of Exchange-traded bonds redemption, such nominal holder is considered as the person authorized to receive sums of Exchange-traded bonds redemption.
If rights of the owner of Exchange-traded bonds are not accounted by a nominal holder of Exchange-traded bonds or the nominal holder is not authorized to receive sums of Exchange-traded bonds redemption by the owner of Exchange-traded bonds, the owner of Exchange-traded bonds is considered as the person authorized to receive sums of Exchange-traded bonds redemption.
Based on existing data and/or information provided by the depositors, NDC should compile the List of owners and/or nominal holders of Exchange-traded bonds being the payees of redemption. This list should be given to the Issuer and/or Paying agent no later then on the 2nd (second) working day before the date of Exchange-traded bonds redemption. List of owners and/or nominal holders of Exchange-traded bonds being the payees of redemption should include the following data:
a) full name of legal entity (or name, patronymic, surname of natural person) authorized to receive sums of redemption of Exchange-traded bonds;
b) number of Exchange-traded bonds accounted on deposit accounts of the person authorized to receive sums of redemption of Exchange-traded bonds;
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c) place of location and postal address of the person authorized to receive sums of redemption of Exchange-traded bonds;
d) following details of bank settlement account of the person authorized to receive sums of redemption of Exchange-traded bonds, in particular:
- number of bank account;
- name of the bank (including name of the city/town of bank location) where the account is opened;
- correspondent account of the bank, where the account is opened;
- bank identification code account of the bank, where the account is opened;
e) taxpayer identification number (TIN) of the person authorized to receive sums of redemption of Exchange-traded bonds;
f) tax position of the person authorized to receive sums of redemption of Exchange-traded bonds (resident, non-resident having permanent representative office in the Russian Federation, non-resident having no permanent representative office in the Russian Federation, etc.);
c) taxpayer record validity code (KPP code) of the person authorized to receive sums of redemption of Exchange-traded bonds (if any).
If there are natural persons or legal entities being non-residents of the Russian Federation among the owners of Exchange-traded bonds, instead of information specified above, nominal holder should submit to NDC and NDC should include into the List of owners and/or nominal holders of Exchange-traded bonds being the payees of redemption the following information regarding natural persons or legal entities being non-residents of the Russian Federation that are the owners of Exchange-traded bonds, regardless if the nominal holder is authorized to receive sums of redemption of Exchange-traded bonds or not.
- full name (or name, patronymic, surname of natural person) the owner of Exchange-traded bonds;
- - number of Exchange-traded bonds owned;
- e) full name of the person authorized to receive sums of redemption on Exchange-traded bonds;
- place of location (or registration in case of natural persons) and postal address (including ZIP code) of Exchange-traded bonds owner;
- e) bank account details of the person authorized to receive sums of redemption of Exchange-traded bonds;
- taxpayer identification number (TIN) of the owner of Exchange-traded bonds - - tax position of the owner of Exchange-traded bonds ; a) if the owner of Exchange-traded bonds is legal entity being non-resident, FCC (foreign company
code) should be specified in addition; b) if the owner of Exchange-traded bonds is natural person, the following information should be
specified in addition: - kind, number, date and place of issue of identity proof, name of authority issuing the corresponding
document; - date, month and year of birth of identity proof holder; - number of State pension insurance certificate of identity proof holder (if any). No later then on the 3rd (third) working day before the date of redemption repayment, the nominal
holder should submit to NDC the following documents necessary to apply corresponding rates of tax at taxation of profits acquired on Exchange-traded bonds in addition to information on natural persons and legal entities and non-residents of the Russian Federation, that are the owners of Exchange-traded bonds, included into the List of owners and/or nominal holders:
a) If the owner of Exchange-traded bonds is legal entity being non-resident, confirmation of the fact that such legal entity being non-resident has permanent location in the state made international contract (agreement) regulating issues of taxation with the Russian Federation, attested by competent authority of corresponding foreign state, should be provided. If such confirmation is composed in foreign language, translation to Russian should be provided as well.
b) If recipient of profits on Exchange-traded bonds is permanent representative office of legal entity
being non-resident, notary attested copy of certificate of registration with Tax Authority of the Russian
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Federation issued no earlier then during the previous tax period (if profit should be repaid to permanent representative office of the recipient of profit located in Russian Federation) should be provided.
c) In case of repayment to foreign citizens of the states having effective intergovernmental agreements
regarding avoidance of double taxation with Russian Federation, nominal holder and depositor of NDC should request from such foreign citizen and submit to NDC the document of confirmation that such foreign citizen is tax resident of foreign state in view to execute effective intergovernmental agreements regarding avoidance of double taxation concluded between the Russian Federation and foreign state, processed in accordance with requirements of Russian Tax Legislation.
d) In case of repayment to citizens of Russian Federation staying out of the boundaries of the Russian Federation, nominal holder and depositor of NDC should request from such Russian Federation citizen and submit to NDC the application composed in free format to recognize status of foreign person on corresponding date of repayment according to clause 207 of Tax Code of the Russian Federation.
In case of failure to submit or undue submission of aforementioned documents, the Issuer is not
responsible for non-usage of corresponding tax rates against the owners.
The owners of Exchange-traded bonds, the persons authorized by them including depositors of NDC, should monitor completeness and relevance of bank account details provided to NDC on their own. In case of failure to submit or undue submission of aforementioned details to NDC by above mentioned persons, the obligations should be fulfilled for the benefit of the person who have submitted request on obligations fulfillment and is the owner of Exchange-traded bonds by the date of request. At this, obligations under Exchange-traded bonds should be fulfilled by the Issuer based on NDC data. In this case Issuer’s obligations are considered as fulfilled completely and properly. If because of details of bank account provided by the owner or the nominal holder, or submitted to Depositary earlier or because of any other information necessary to fulfillment of Issuer's obligations under Exchange-traded bonds the Paying agent is not able to transfer monetary funds in due time, such delay cannot be recognized as arrears of obligations on Exchange-traded bonds, and the owner of Exchange-traded bonds is not entitled to request to charge interest or any other compensation for such delay of payment.
The Issuer should transfer monetary funds aimed to redeem Exchange-traded bonds to the account of Paying agent within the terms and in order set by the Contract made between the Issuer and Paying agent.
Based on the List of owners and/or nominal holders of Exchange-traded bonds being the payees of redemption provided by the Depositary, Paying agent should calculate sums of monetary funds to be paid off to each person authorized to receive sums of redemption on Exchange-traded bonds.
On the date of Exchange-traded bonds redemption, Paying agent should transfer necessary monetary funds to the accounts of the persons authorized to receive sums of redemption on Exchange-traded bonds to the benefit of the owners of Exchange-traded bonds mentioned in the List of owners and/or nominal holders of Exchange-traded bonds.
If one person is authorized to receive sums of redemption on Exchange-traded bonds by several owners of Exchange-traded bonds, total sum without breakdown for each owner of Exchange-traded bonds should be transferred to such person.
Nominal holders of Exchange-traded bonds that are not the owners of Exchange-traded bonds, should transfer monetary funds received as redemption on Exchange-traded bonds, to the owners of Exchange-traded bonds in order set by the contract made between the nominal holder and the owner of Exchange-traded bonds.
Fulfillment of obligations under Exchange-traded bonds against the person included into the List of
owners and/or nominal holders of Exchange-traded bonds being the payees of redemption should be recognized as proper in case of alienation of Exchange-traded bonds after the date of compilation of above mentioned List.
Obligations of the Issuer concerning repayment of sums of redemption on Exchange-traded bonds are considered as fulfilled since the moment of entering monetary funds into correspondent account of payee bank.
Mode of bonds redemption (monetary funds, property, conversion, etc.):
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Exchange-traded bonds should be redeemed in monetary form via bank transfer of funds in currency of Russian Federation. Option to select mode of redemption of Exchange-traded bonds by the owners is not provided.
Procedure and terms of bonds interest (coupon) repayment, including terms of each coupon repayment:
Coupon (interest) rate Date of coupon (interest) yield repayment
Date of compilation of the list of bonds owners
for repayment of coupon (interest) yield
Date of start: Date of end: 1. Coupon: 1
Start of Exchange-traded bonds placement:
182nd (one hundred eighty second) day after start of placement of Exchange-traded bonds of the issue.
182nd (one hundred eighty second) day after start of placement of Exchange-traded bonds of the issue.
Repayment of Exchange-traded bonds yield for the benefit of the owners of Exchange-traded bonds being the owners of such bonds by the end of NDC operation day previous to the third working day before the end of the first coupon period.
Procedure of coupon yield repayment:
If date of redemption of coupon yield falls on day off, either state holiday or transactions’ day off, payment of accrued sum should be executed on the first working day next to the day off. Owner of Exchange-traded bond is not entitled to request either interest charge or any other compensation for such delay of payment.
Redemption of coupon yield on Exchange-traded bonds should be executed in Russian rubles by bank transfer of funds.
Redemption of coupon yield should be executed in the following order:
Repayment should be executed in the currency of Russian Federation by bank transfer of funds for the benefit of Exchange-traded bonds owners, that are such owners by the end of operation day of NDC, previous to the 3rd (third) working day before the date of repayment of coupon yield on Exchange-traded bonds (hereinafter referred to as the “Date of compilation of the list of owners and/or nominal holders of Exchange-traded bonds being the payees of coupon yield").
It is presumed that nominal holders (depositors of NDC) are entitled to receive monetary funds at repayment of coupon yield on Exchange-traded bonds. Depositors of NDC that are not nominal holders and are not authorized to receive monetary funds at repayment of coupon yield on Exchange-traded bonds by their clients, should pass the List of owners of Exchange-traded bonds to NDC no later then by 12 hours 00 minutes (Moscow time, GMT +3) of the 3rd (third) working day before the date of repayment of coupon yield on Exchange-traded bonds. The list should contain all bank details specified below in the List of owners and/or nominal holders of Exchange-traded bonds being the payees of coupon yield.
If the owner of Exchange-traded bonds is not depositor of NDC, he/she can authorize a nominal holder of the bonds who is the depositor of NDC to receive sums repaid as coupon yield on Exchange-traded bonds.
If rights of the owner of Exchange-traded bonds are accounted by a nominal holder of Exchange-traded bonds authorized to receive sums of coupon yield on Exchange-traded bonds, such nominal holder is considered as the person authorized to receive sums of coupon yield on Exchange-traded bonds.
If rights of the owner of Exchange-traded bonds are not accounted by a nominal holder of Exchange-traded bonds or the nominal holder is not authorized to receive sums of coupon yield on Exchange-traded bonds by the owner of Exchange-traded bonds, the owner of Exchange-traded bonds is considered as the person authorized to receive sums of coupon yield on Exchange-traded bonds.
Based on existing data and/or information provided by the depositors, NDC should compile the List of owners and/or nominal holders of Exchange-traded bonds being the payees of coupon yield. This list should
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be given to the Issuer and/or Paying agent no later then on the 2nd (second) working day before the date of repayment of coupon yield on Exchange-traded bonds. List of owners and/or nominal holders of Exchange-traded bonds being the payees of coupon yield should include the following data:
a) full name of legal entity (or name, patronymic, surname of natural person) authorized to receive sums of yield on Exchange-traded bonds;
Based on existing data and/or information provided by the depositors, NDC should compile the List of owners and/or nominal holders of Exchange-traded bonds being the payees of coupon yield. This list should be given to the Issuer and/or Paying agent no later then on the 2nd (second) working day before the date of repayment of coupon yield on Exchange-traded bonds.
c) place of location and postal address of the person authorized to receive sums of yield on Exchange-traded bonds;
d) details of the bank account opened in the name of the person authorized to receive sums of yield on Exchange-traded bonds, in particular:
- number of bank account;
- name of the bank (including name of the city/town of bank location) where the account is opened;
- correspondent account of the bank, where the account is opened;
- bank identification code account of the bank, where the account is opened;
e) taxpayer identification number (TIN) of the person authorized to receive sums of yield on Exchange-traded bonds;
f) tax position of the person authorized to receive sums of yield on Exchange-traded bonds (resident, non-resident having permanent representative office in the Russian Federation, non-resident having no permanent representative office in the Russian Federation, etc.);
c) taxpayer record validity code (KPP code) of the person authorized to receive sums of yield on Exchange-traded bonds (if any).
If there are natural persons or legal entities being non-residents of the Russian Federation among the owners of Exchange-traded bonds, instead of information specified above, nominal holder should submit to NDC and NDC should include into the List of owners and/or nominal holders of Exchange-traded being the payees of yield the following information regarding natural persons or legal entities being non-residents of the Russian Federation that are the owners of Exchange-traded bonds, regardless if the nominal holder is authorized to receive sums of redemption of Exchange-traded bonds or not.
- full name (or name, patronymic, surname of natural person) the owner of Exchange-traded bonds;
- - number of Exchange-traded bonds owned;
- e) full name of the person authorized to receive sums of yield on Exchange-traded bonds;
- place of location (or registration in case of natural persons) and postal address (including ZIP code) of Exchange-traded bonds owner;
- e) bank account details of the person authorized to receive sums of yield on Exchange-traded bonds; - taxpayer identification number (TIN) of the owner of Exchange-traded bonds - tax position of the owner of Exchange-traded bonds.
a) if the owner of Exchange-traded bonds is legal entity being non-resident, FCC (foreign company code) should be specified in addition; b) if the owner of Exchange-traded bonds is natural person, the following information should be specified in addition: - kind, number, date and place of issue of identity proof, name of authority issuing the corresponding document; - date, month and year of birth of identity proof holder; - number of State pension insurance certificate of identity proof holder (if any); No later then on the 2nd (second) working day before the date of repayment of coupon yield, the nominal holder should submit to NDC the following documents necessary to apply corresponding rates of tax at taxation of profits acquired on the bonds in addition to information on natural persons and legal entities being non-residents of the Russian Federation, that are the owners of Exchange-traded bonds, included into the List of owners and/or nominal holders:
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a) if the owner of Exchange-traded bonds is legal entity being non-resident: - confirmation of the fact that such legal entity being non-resident has permanent location in the state made international contract (agreement) regulating issues of taxation with the Russian Federation (if such agreement/contract was concluded/made), attested by competent authority of corresponding foreign state, should be provided. If such confirmation is composed in foreign language, translation to Russian should be provided as well. b) if recipient of yield on the bonds is permanent representative office of legal entity being non-resident: - notary attested copy of certificate of registration with Tax Authority of the Russian Federation issued no earlier then during the previous tax period (if profit should be repaid to permanent representative office of the recipient of profit located in Russian Federation) should be provided. c) In case of repayment to foreign citizens of the states having effective intergovernmental agreements regarding avoidance of double taxation with Russian Federation, nominal holder being the depositor of NDC should request from such foreign citizen and submit to NDC the document of confirmation that such foreign citizen is tax resident of foreign state in view to execute effective intergovernmental agreements regarding avoidance of double taxation concluded between the Russian Federation and foreign state, processed in accordance with requirements of Russian Tax Legislation. d) In case of repayment to citizens of Russian Federation staying out of the boundaries of the Russian Federation, nominal holder and depositor of NDC should request from such Russian Federation citizen and submit to NDC the application composed in free format to recognize status of foreign person on corresponding date of repayment according to clause 207 of Tax Code of the Russian Federation. In case of failure to submit or undue submission of aforementioned documents, the Issuer is not responsible for non-usage of corresponding tax rates against the owners. The owners of Exchange-traded bonds, the persons authorized by them including depositors of NDC, should monitor completeness and relevance of bank account details provided to NDC on their own. In case of failure to submit or undue submission of aforementioned details to NDC by above mentioned persons, the obligations should be fulfilled for the benefit of the person who have submitted request on obligations fulfillment and is the owner of Exchange-traded bonds by the date of request. At this, obligations on Exchange-traded bonds should be fulfilled by the Issuer based on NDC data. In this case Issuer’s obligations are considered as fulfilled completely and properly. If because of details of bank account provided by the owner of nominal holder or submitted to Depositary earlier or any other information necessary to fulfill Issuer's obligations on Exchange-traded bonds, the Paying agent is not able to transfer monetary funds in due time, such delay cannot be recognized as arrears of obligations on Exchange-traded bonds, and the owner of Exchange-traded bonds is not entitled to request to charge interest or any other compensation for such payment delay.
The Issuer should transfer monetary funds aimed to repay coupon yield on the bonds to the account of Paying agent within the terms and in order set by the Contract made between the Issuer and Paying agent.
Based on the List of owners and/or nominal holders of Exchange-traded bonds being the payees of coupon yield provided by the Depositary, Paying agent should calculate sums of monetary funds to be paid off to each person mentioned in the List of owners and/or nominal holders of Exchange-traded bonds.
On the date of repayment of yield on Exchange-traded bonds, Paying agent should transfer necessary monetary funds to the accounts of the persons mentioned in the List of owners and/or nominal holders of Exchange-traded bonds to the benefit of the owners of Exchange-traded bonds.
If one person is authorized to receive sums of yield on Exchange-traded bonds by several owners of Exchange-traded bonds, total sum without breakdown for each owner of Exchange-traded bonds should be transferred to such person.
Nominal holders of Exchange-traded bonds that are not the owners of Exchange-traded bonds, should transfer monetary funds to the owners of Exchange-traded bonds in order set by the contract made between the nominal holder and the owner of Exchange-traded bonds. Fulfillment of obligations under Exchange-traded bonds against the person included into the List of owners and/or nominal holders of Exchange-traded bonds being the payees of coupon yield should be recognized as proper in case of alienation of Exchange-traded bonds after the date of compilation of above mentioned List.
Coupon yield on partially placed Exchange-traded bonds should not be charged and paid off.
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Obligations of the Issuer concerning repayment of coupon yield are considered as fulfilled since the moment of charging monetary funds to correspondent account of payee bank.
2. Coupon: 2
182nd (one hundred eighty second) day after start of placement of Exchange-traded bonds of the issue.
364th (three hundred sixty fourth) day after start of placement of Exchange-traded bonds of the issue.
364th (three hundred sixty fourth) day after start of placement of Exchange-traded bonds of the issue.
Repayment of Exchange-traded bonds yield should be executed for the benefit of the owners of Exchange-traded bonds being the owners of such bonds by the end of NDC operation day previous to the third working day before the end of the second coupon period.
Procedure of coupon (interest) yield repayment:
Order of repayment of the second coupon yield is similar to the procedure of repayment of the first coupon yield.
3. Coupon: 3
364th (three hundred sixty fourth) day after start of placement of Exchange-traded bonds of the issue.
546th (five hundred forty sixth) day after start of placement of Exchange-traded bonds of the issue.
546th (five hundred forty sixth) day after start of placement of Exchange-traded bonds of the issue.
Repayment of Exchange-traded bonds yield should be executed for the benefit of the owners of Exchange-traded bonds being the owners of such bonds by the end of NDC operation day previous to the third working day before the end of the third coupon period.
Procedure of coupon (interest) yield repayment:
Order of repayment of the third coupon yield is similar to the procedure of repayment of the first coupon yield. 4. Coupon: 4
546th (five hundred forty sixth) day after start of placement of Exchange-traded bonds of the issue.
728th (seven hundred twenty eighth) day after start of placement of Exchange-traded bonds of the issue.
728th (seven hundred twenty eighth) day after start of placement of Exchange-traded bonds of the issue.
Repayment of Exchange-traded bonds yield for the benefit of the owners of Exchange-traded bonds being the owners of such bonds by the end of NDC operation day previous to the third working day before the end of the fourth coupon period.
Procedure of coupon (interest) yield repayment:
Order of repayment of the fourth coupon yield is similar to the procedure of repayment of the first coupon yield.
5. Coupon: 5
728th (seven hundred twenty eighth) day after start of placement of Exchange-traded bonds of the issue.
910th (nine hundred tenth) day after start of placement of Exchange-traded bonds of the issue.
910th (nine hundred tenth) day after start of placement of Exchange-traded bonds of the issue.
Repayment of Exchange-traded bonds yield for the benefit of the owners of Exchange-traded bonds being the owners of such bonds by the end of NDC operation day previous to
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the third working day before the end of the fifth coupon period.
Procedure of coupon (interest) yield repayment:
Order of repayment of the fifth coupon yield is similar to the procedure of repayment of the first coupon yield. 6. Coupon: 6
910th (nine hundred tenth) day after start of placement of Exchange-traded bonds of the issue.
1092nd (one thousand ninety second) day after start of placement of Exchange-traded bonds of the issue.
1092nd (one thousand ninety second) day after start of placement of Exchange-traded bonds of the issue.
Repayment of Exchange-traded bonds yield for the benefit of the owners of Exchange-traded bonds being the owners of such bonds by the end of NDC operation day previous to the third working day before the end of the sixth coupon period.
Procedure of coupon (interest) yield repayment:
Order of repayment of the sixth coupon yield is similar to the procedure of repayment of the first coupon yield. Sixth coupon period yield should be repaid along with redemption of outstanding part of face value of Exchange-traded bonds. Outstanding part of face value is defined as a difference between face value of one Exchange-traded bond and its part redeemed at partial early redemption of Exchange-traded bonds (if resolution on partial early redemption is adopted according to pp. 9.5 of Resolution on securities issue and pp. 9.1.2 of the Prospectus).
Prospective sources of fulfillment of obligations under issuer’s bonds and prognosis of the issuer
regarding availability of specified sources for the whole period of bonds circulation: The Issuer considers proceeds from main activities as sources of funds necessary to fulfill obligations
under Exchange-traded bonds. The Issuer supposes that results of financial and business activities will allow to fulfill Issuer's obligations
under Exchange-traded bonds in due time and in full, during the whole period of Exchange-traded bonds circulation.
In case of placement of registered bonds or bonds provided with mandatory centralized storage, the
following data should be specified: Mandatory centralized storage of Exchange-traded bonds is provided. Date of compilation of the list of the owners of bonds to be discharged of obligations (repayment of
interest (coupon), redemption): Redemption (including early redemption): Repayment should be executed in the currency of Russian Federation by bank transfer of funds for the
benefit of Exchange-traded bonds owners, that are such owners by the end of operation day of NDC, previous to the 3rd (third) working day before the date of Exchange-traded bonds redemption (hereinafter referred to as the “Date of compilation of the list of owners and/or nominal holders of Exchange-traded bonds being the payees of redemption").
Repayment of coupon yield: Repayment should be executed in the currency of Russian Federation by bank transfer of funds for the
benefit of Exchange-traded bonds owners, that are such owners by the end of operation day of NDC, previous to the 3rd (third) working day before the date of repayment of coupon yield on Exchange-traded bonds (hereinafter referred to as the “Date of compilation of the list of owners and/or nominal holders of Exchange-traded bonds being the payees of coupon yield").
Fulfillment of obligations under Exchange-traded bonds against the person included into the List of
owners and/or nominal holders of Exchange-traded bonds being the payees of coupon yield should be
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recognized as proper in case of alienation of Exchange-traded bonds after the date of compilation of above mentioned List.
In case of failure to submit or undue submission of information necessary for the Issuer to fulfill its obligation under Exchange-traded bonds to the registrar (the depositary undertaking centralized storage), the obligations should be fulfilled for the benefit of the person who have submitted request on obligations fulfillment and is the owner of Exchange-traded bonds by the date of request.
c) Procedure and terms of bonds redemption: Possibility of early redemption of Exchange-traded bonds at discretion of the Issuer and upon demand
of the owners is provided. Early redemption of Exchange-traded bonds is allowed only after complete repayment and competition
of placement of the bonds, except of the cases of early redemption because of delisting of all share of all kinds and types and/or all bonds of the Issuer of Exchange-traded bonds at all Stock Exchanges admitted Exchange-traded bonds to trading (unless delisting was caused by expiration of circulation period or redemption of the bonds).
1. Early redemption by request of the owners:
A) If shares of all kinds and types and/or all bonds of the Issuer of Exchange-traded bonds admitted to trading at Stock Exchanges, are delisted at all Stock Exchanges admitted Exchange-traded bonds to trading (unless delisting was caused by expiration of corresponding circulation term or redemption of the bonds).
Early redemption of Exchange-traded bonds should be executed by outstanding part of face value. At this, accumulated coupon yield (hereinafter referred to as the “ACY”) calculated by the date of early redemption, should be paid off in addition.
Procedure of early redemption by request of the owners: Early redemption of Exchange-traded bonds should be executed in monetary form via bank transfer of
funds in currency of Russian Federation. Option to select mode of redemption of Exchange-traded bonds by the owners is not provided.
Early redemption of Exchange-traded bonds should be done by Paying agent by order and at the
expense of the Issuer (hereinafter referred to as the "Paying agent”). Functions of Paying agent are performed by the following organization:
Full corporate name: National Dispatch Center, Closed Joint-Stock Company Short corporate name: NDC, CJSC Place of location: Moscow, Sredny Kislovsky pereulok (alley), house 1/13, building 4 Postal address: Russian Federation, 105062, Moscow, Mashkova street, house 13, building 1
If date of redemption of Exchange-traded bonds falls on day off, either state holiday or transactions’ day off, payment of accrued sum should be executed on the first working day next to the day off. The owner of Exchange-traded bond is not entitled to request either interest charge or any other compensation for such delay of payment.
Early redemption of Exchange-traded bonds should be executed by outstanding part of face value. At this, accumulated coupon yield (hereinafter referred to as the “ACY”) calculated by the date of early redemption, should be paid off in addition.
Amount of ACY on Exchange-traded bond by the date of early redemption, should be calculated by the following formula:
Procedure of evaluation of accumulated coupon yield on Exchange-traded bonds: ACY = = Cj * Nom * (T - T(j -1))/ 365/ 100%, where j – serial number of coupon period, j=1, 2, 3...6; ACY - accumulated coupon yield, in rubles; Nom - outstanding part of face value per one Exchange-traded bond, in rubles; Cj - value of interest rate of the j-th coupon, in percent interest per annum; T(j -1) – start of j-th coupon period (for the first coupon period Т (j-1) is the start of Exchange-traded
bonds placement); T – date of evaluation of accumulated coupon yield inside the j-th coupon period;
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Value of accumulated coupon yield should be calculated accurate within one kopeck.(Rounding should be done
according to the rules of mathematical rounding. At this, the following method of rounding is implied as the rule of mathematical rounding: value of integer should not be changed if followed by number from 0 to 4; value of integer should be increased by 1 if followed by number from 5 to 9.
Redemption of outstanding part of face value of Exchange-traded bonds and accumulated yield at
redemption of the bonds should be executed in Russian rubles by bank transfer of funds. Terms (procedure of setting terms) during which the bonds could be early redeemed by the issuer or the
owners could submit (present) applications comprising request of early redemption: Owners of Exchange-traded bonds can submit applications of early redemption of Exchange-traded
bonds within 30 days after the date of Issuer’s disclosure of information that owners of Exchange-traded bonds are entitled to request early redemption of the bonds and conditions of such redemption via news feed, otherwise, if the shares of the Issuer of Exchange-traded bonds are not included into the list of securities admitted to trading by the Stock Exchange within 30 days after exclusion, applications of early redemption of Exchange-traded bonds can be submitted by the owners of Exchange-traded bonds before the date of Exchange-traded bonds redemption.
Procedure of Issuer’s disclosure of information on early redemption of the bonds: If the Issuer receives notification from the Stock Exchange admitting Exchange-traded bonds to
trading concerning adoption of resolution on delisting of shares of all categories and kinds and/or all bonds of the Issuer at all Stock Exchanges admitting Exchange-traded bonds to trading (except of delisting of bonds because of expiration of their circulation period or redemption) and on accrual of Exchange-traded bonds owners’ right to request advanced repayment of Exchange-traded bonds (if the shares of all categories and kinds and/or all bonds of the Issuer are delisted at all Stock Exchanges admitting Exchange-traded bonds to trading, unless the bonds are delisted because of expiration of their circulation period or redemption), corresponding announcement should be published by the Issuer under the title of "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" within the following terms after the date of Issuer’s receipt of above mentioned notification from the Stock Exchange:
• no later then 1 (one) day, via news feed of INTERFAX, information agency authorized by Federal
executive body for equity market for disclosure of information at equity market;
• via Issuer’s Internet page located to the following address: http://www.aeroflot.ru, within 2 (two) days.
Specified notification should contain conditions of early redemption (including the price of early redemption).
In addition, the Issuer should sent an announcement of the fact that Stock Exchange has sent the notification on adoption of resolution on delisting of shares of all categories and kinds and/or all bonds of the Issuer of Exchange-traded bonds at all Stock Exchanges admitting Exchange-traded bonds to trading (unless the bonds were delisted because of expiration of their circulation period or redemption) and the fact that the Issuer accepts Requirements of early redemption of Exchange-traded bonds (if the shares of all categories and kinds and/or all bonds of the Issuer of Exchange-traded bonds admitted to trading at Stock Exchanges are delisted at all Stock Exchanges admitting Exchange-traded bonds to trading, except of delisting of bonds because of expiration of their circulation period or redemption) to National Dispatch Center.
It is presumed that depositors of NDC are duly authorized to receive sums of early redemption under
Exchange-traded bonds and/or undertake any other actions necessary to carry out early redemption of Exchange-traded bonds for the benefit of the owners of Exchange-traded bonds.
Depositor of NDC or nominal holder being the depositor of NDC, authorized by the owner of Exchange-traded bonds to perform actions necessary to carry out early redemption of Exchange-traded bonds, should submit order of transfer of Exchange-traded bonds subject to early redemption to NDC, to the section of its deposit account intended for accounting of Exchange-traded bonds subject to early redemption.
Afterwards, the owner of Exchange-traded bonds or the person authorized by the owner of Exchange-
traded bonds to perform actions necessary to carry out early redemption of Exchange-traded bonds (including depositors of NDC or nominal holders and depositors of NDC) should present the Issuer with
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written Request of early redemption of Exchange-traded bonds along with the following documents appended:
- Copy of NDC report on transaction under deposit account of the owner (nominal holder) of Exchange-traded bonds relating transfer of Exchange-traded bonds to the section of its deposit account intended for accounting of Exchange-traded bonds subject to early redemption;
- copy of statement of deposit account of the owner of Exchange-traded bonds; - documents proving authority of the persons signing request in the name of the owner of Exchange-
traded bonds (if such request is presented by a representative of the owner of Exchange-traded bonds); The request should comprise name of event, providing the owner of Exchange-traded bonds with title
to early redemption, and also the following information: a) full name of legal entity (or name, patronymic, surname of natural person) authorized to receive
sums of redemption on Exchange-traded bonds; b) number of Exchange-traded bonds accounted on deposit account of the person authorized to receive
sums of redemption on Exchange-traded bonds; c) place of location and postal address of the person authorized to receive sums of redemption of
Exchange-traded bonds; d) name and details of bank account of the person authorized to receive sums of redemption on
Exchange-traded bonds, in particular: - account number; - name of the bank (including name of the city/town of bank location) where the account is opened; - correspondent account of the bank, where the account is opened; - bank identification code account of the bank, where the account is opened; e) taxpayer identification number (TIN) of the person authorized to receive sums of redemption of
Exchange-traded bonds; f) tax position of the person authorized to receive sums of redemption of Exchange-traded bonds
(resident, non-resident having permanent representative office in the Russian Federation, non-resident having no permanent representative office in the Russian Federation, etc.);
c) taxpayer record validity code (KPP code) of the person authorized to receive sums of redemption on Exchange-traded bonds (if any).
h) Russian Classificatory of Companies & Enterprises code (OKPO); i) All-Russian Classifier of Types of Economic Activity code (OKVED); j) Bank Identification Code (BIC) (for credit organizations only). Legal entities being non-residents and natural persons should specify the following information if the
Request:
- full name (or name, patronymic, surname of natural person) the owner of Exchange-traded bonds;
- - number of Exchange-traded bonds owned;
- e) full name of the person authorized to receive sums of redemption on Exchange-traded bonds;
- place of location (or registration in case of natural persons) and postal address (including ZIP code) of Exchange-traded bonds owner;
- e) bank account details of the person authorized to receive sums of redemption of Exchange-traded bonds;
- taxpayer identification number (TIN) of the owner of Exchange-traded bonds - - tax position of the owner of Exchange-traded bonds ; b) if the owner of Exchange-traded bonds is legal entity being non-resident, the following information
should be specified in addition: - FCC foreign company code (if any); b) if the owner of Exchange-traded bonds is natural person, the following information should be
specified in addition:
- - kind, number, date and place of issue of identity proof of the owner of Exchange-traded bonds, name of authority issuing the corresponding document;
- place of registration and postal address (including ZIP code) of the owner of Exchange-traded bonds;
- - date, month and year of birth of identity proof of the owner of Exchange-traded bonds; - - number of State pension insurance certificate of identity proof of the owner of Exchange-traded
bonds (if any); Requests containing provisions of repayment in cash should not be allowed. The Issuer is not responsible for early redemption of Exchange-traded bonds against the following
persons: - the persons failed to provide their applications in due time;
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- the persons submitting an application which does not comply with existing requirements. In addition to information on natural persons and legal entities being non-residents of the Russian
Federation, that are the owners of Exchange-traded bonds, the nominal holder should give to the Issuer the following documents necessary to apply corresponding rates of tax at taxation of profits acquired on Exchange-traded bonds:
a) If the owner of Exchange-traded bonds is legal entity being non-resident, confirmation of the fact that such legal entity being non-resident has permanent location in the state made international contract (agreement) regulating issues of taxation with the Russian Federation, attested by competent authority of corresponding foreign state, should be provided. If such confirmation is composed in foreign language, translation to Russian should be provided as well.
b) If recipient of profits on Exchange-traded bonds is permanent representative office of legal entity
being non-resident, notary attested copy of certificate of registration with Tax Authority of the Russian Federation issued no earlier then during the previous tax period (if profit should be repaid to permanent representative office of profit payee located in Russian Federation) should be provided.
c) In case of repayment to foreign citizens of the states having effective intergovernmental agreements
regarding avoidance of double taxation with Russian Federation, nominal holder and depositor of NDC should request from such foreign citizen and submit to NDC the document of confirmation that such foreign citizen is tax resident of foreign state in view to execute effective intergovernmental agreements regarding avoidance of double taxation concluded between the Russian Federation and foreign state, processed in accordance with requirements of Russian Tax Legislation.
d) In case of repayment to citizens of Russian Federation staying out of the boundaries of the Russian
Federation, nominal holder and depositor of NDC should request from such Russian Federation citizen and submit to NDC the application composed in free format to recognize status of foreign person on corresponding date of repayment according to clause 207 of Tax Code of the Russian Federation.
In case of failure to submit or undue submission of aforementioned documents, the Issuer is not
responsible for non-usage of corresponding tax rates against the owners. The request should be delivered to the address of Issuer’s location from 9 to 18 o'clock, on any working
day after the date when the owner of Exchange-traded bonds became entitled to request early redemption of Exchange-traded bonds or sent via post to the postal address of the Issuer.
Within 7 (seven) working days after the date of receipt of above mentioned documents, the Issuer should examine the documents and if the documents comply with Issuer’s requirements specified in the Resolution on securities issue and the Prospectus regarding such documents’ form and contents, within 14 (fourteen days) after the date of receipt of mentioned Request the Issuer should transfer necessary sum of monetary funds (due to the owner of Exchange-traded bonds) to the account of the Paying agent and provide the Paying agent with notification comprising information mentioned in the Request of early redemption of Exchange-traded bonds and also all data necessary for execution of payment by the Paying agent to the benefit of the owner of Exchange-traded bonds. Copy of NDC report on transaction under deposit account of the owner (nominal holder) of Exchange-traded bonds relating transfer of Exchange-traded bonds to the section of its deposit account intended for accounting of Exchange-traded bonds subject to early redemption should be attached to the notification by the Issuer.
If form or contents of the documents provided by the owner of Exchange-traded bonds does not comply
with requirements set by the Resolution on securities issue and the Prospectus, and also in case of other grounds making execution of the Request impossible, the Issuer should sent notification on reasons of documents decline to the owner of Exchange-traded bonds within 7 (seven) working days after the date of such documents receipt. Receipt of above mentioned notification does not deprive the owner of Exchange-traded bonds of the right to apply for early redemption of Exchange-traded bonds again.
If the Request on early redemption presented to the Issuer and/or ant other required documents do not comply with conditions of the Resolution on securities issue and the Prospectus, the Issuer should sent information on allowance/refusal to allow Request of early redemption to NDC (including information on the name, Name, Patronymic, Surname of the owner as natural person, number of Exchange-traded bonds, name of the Depositary where owner’s deposit account is opened).
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Procedure of charging Exchange-traded bonds to/off the section of deposit account intended for accounting of Exchange-traded bonds subject to early redemption should be set according to conditions of carrying out depositary business and other internal documents of NDC.
Within 2 (two)days after receipt of monetary funds and information required for execution of
corresponding payment to the benefit of the owner of Exchange-traded bonds from the Issuer, the Paying agent should transfer monetary funds to the benefit of the owner of Exchange-traded bonds using specified bank details. Paying agent should notify the Issuer on executed transfer no later then on the next working day after the date of repayment of monetary funds to the person/persons mentioned in Issuer’s order.
After the Issuer fulfills its obligations on early redemption and notifies NDC on it, NDC should charge
redeemed Exchange-traded bonds off the corresponding section of deposit account of the depositor intended for accounting of Exchange-traded bonds subject to early redemption and enter the bonds to the section of issue deposit account of the Issuer intended for accounting of redeemed Exchange-traded bonds in order set by NDC.
Exchange-traded bonds early redeemed by the Issuer cannot be issued to circulation. Based on the information provided by the Issuer, the Paying agent should calculate sums of monetary
funds to be repaid to each person authorized to receive sums of early redemption on Exchange-traded bonds to whose benefit required monetary funds were transferred by the Issuer.
If one person is authorized to receive sums of redemption on Exchange-traded bonds by several owners of Exchange-traded bonds, total sum should be transferred to such person without breakdown for each owner of Exchange-traded bonds.
Nominal holders of Exchange-traded bonds that are not the owners of Exchange-traded bonds, should transfer monetary funds received as redemption on Exchange-traded bonds, to the owners of Exchange-traded bonds in order set by the contract made between the nominal holder and the owner of Exchange-traded bonds.
Obligations of the Issuer concerning repayment of sums of redemption on Exchange-traded bonds are considered as fulfilled since the moment of charging monetary funds to correspondent account of payee bank.
The Issuer should publish information on results of early redemption of the bonds (including information on the number of early redeemed bonds) within the terms and in order prescribed by pp. 11 of Resolution on securities issue and pp. 2.9 of the Prospectus. .
There are no other conditions of early redemption. B) If Exchange-traded bonds are entered into Quotation list B, their owners would become entitled to
request early redemption of such Exchange-traded bonds in case of delisting of the bonds at all Stock Exchanges entered such bonds into their Quotation lists.
Early redemption of Exchange-traded bonds should be executed by outstanding part of face value. At
this, accumulated coupon yield (hereinafter referred to as the “ACY”) calculated by the date of early redemption, should be paid off in addition.
Procedure of early redemption by request of the owners: Early redemption of Exchange-traded bonds should be executed in monetary form via bank transfer of
funds in currency of Russian Federation. Option to select mode of redemption of Exchange-traded bonds by the owners is not provided.
Early redemption of Exchange-traded bonds should be done by Paying agent by order and at the
expense of the Issuer (hereinafter referred to as the "Paying agent”). Functions of Paying agent are performed by the following organization:
Full corporate name: National Dispatch Center, Closed Joint-Stock Company Short corporate name: NDC, CJSC
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Place of location: Moscow, Sredny Kislovsky pereulok (alley), house 1/13, building 4 Postal address: Russian Federation, 105062, Moscow, Mashkova street, house 13, building 1
If date of redemption of Exchange-traded bonds falls on day off, either state holiday or transactions’
day off, payment of accrued sum should be executed on the first working day next to the day off. Owner of Exchange-traded bond is not entitled to request either interest charge or any other compensation for such delay of payment.
Amount of ACY on Exchange-traded bond by the date of early redemption, should be calculated by the following formula:
Procedure of evaluation of accumulated coupon yield on Exchange-traded bonds:
ACY = Cj * Nom * (T - T(j -1))/ 365/ 100%, where
j – serial number of coupon period, j=1, 2, 3...6;
ACY - accumulated coupon yield, in rubles;
Nom - outstanding part of face value per one Exchange-traded bond, in rubles;
Cj - value of interest rate of the j-th coupon, in percent interest per annum; T(j -1) – start of j-th coupon period (for the first coupon period Т (j-1) is the start of Exchange-traded
bonds placement);
T – date of evaluation of accumulated coupon yield inside the j-th coupon period; Value of accumulated coupon yield should be calculated accurate within one kopeck.(Rounding should
be done according to the rules of mathematical rounding. At this, the following method of rounding is implied as the rule of mathematical rounding: value of integer should not be changed if followed by number from 0 to 4; value of integer should be increased by 1 if followed by number from 5 to 9.
Redemption of outstanding part of face value of Exchange-traded bonds and accumulated yield at
redemption of the bonds should be executed in Russian rubles by bank transfer of funds.
Terms (procedure of setting terms) during which the bonds could be early redeemed by the issuer or the owners could submit (present) applications comprising request of early redemption:
Date of early redemption. Exchange-traded bonds should be redeemed by request of the owners on
expiration of 50 working days after the date of Issuer’s receipt of corresponding notification by Stock Exchange on adoption of resolution on delisting of Exchange-traded bonds if Exchange-traded bonds of the Issuer are not entered into Quotation lists of other Stock Exchanges.
Applications comprising request of early redemption of Exchange-traded bonds should be sent to the
Issuer within 15 working days after the date of disclosure of information on early redemption via news feed. Procedure of Issuer’s disclosure of information on early redemption of the bonds: Announcement of Issuer’s receipt of Stock Exchange’s notification on adoption of resolution on
delisting of Exchange-traded bonds (in case the Exchange-traded bonds of the Issuer are not entered into Quotation lists of the other Stock Exchanges) and on early redemption of Exchange-traded bonds should be published by the Issuer on form of “Report of information, which may exert substantial influence upon price of Joint-Stock company securities”, within the following terms after the date of Issuer’s receipt of Stock Exchange’s notification on adoption of resolution on delisting of Exchange-traded bonds:
• via news feed of INTERFAX, information agency authorized by Federal executive body for equity
market for disclosure of information at equity market, within 1 (one) day;
• via Issuer’s Internet page located to the following address: http://www.aeroflot.ru, within 2 (two) days.
The Issuer should also send notification on receipt of Stock Exchange’s notification on adoption of resolution on delisting of Exchange-traded bonds (in case the Exchange-traded bonds are not entered into Quotation list of the other Stock Exchanges) and on the fact that the Issuer accepts Requirements of early redemption of Exchange-traded bonds and on the date of early redemption of Exchange-traded bonds, to NDC.
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It is presumed that depositors of NDC are duly authorized to receive sums of early redemption under Exchange-traded bonds and/or undertake any other actions necessary to carry out early redemption of Exchange-traded bonds for the benefit of the owners of Exchange-traded bonds.
Depositor of NDC or nominal holder being the depositor of NDC, authorized by the owner of
Exchange-traded bonds to perform actions necessary to carry out early redemption of Exchange-traded bonds, should submit order of transfer of Exchange-traded bonds subject to early redemption to NDC, to the section of its deposit account intended for accounting of Exchange-traded bonds subject to early redemption.
Afterwards, the owner of Exchange-traded bonds or the person authorized by the owner of Exchange-
traded bonds to perform actions necessary to carry out early redemption of Exchange-traded bonds (including depositors of NDC or nominal holders being the depositors of NDC) should present the Issuer with written Request of early redemption of Exchange-traded bonds along with the following documents appended:
- Copy of NDC report on transaction under deposit account of the owner (nominal holder) of Exchange-traded bonds relating transfer of Exchange-traded bonds to the section of its deposit account intended for accounting of Exchange-traded bonds subject to early redemption;
- copy of statement of deposit account of the owner of Exchange-traded bonds; - documents proving authority of the persons signing request in the name of the owner of Exchange-
traded bonds (if such request is presented by a representative of the owner of Exchange-traded bonds); The request should comprise name of event, providing the owner of Exchange-traded bonds with title
to early redemption, and also the following information: a) full name of legal entity (or name, patronymic, surname of natural person) authorized to receive
sums of redemption on Exchange-traded bonds; b) number of Exchange-traded bonds accounted on deposit account of the person authorized to receive
sums of redemption on Exchange-traded bonds; c) place of location and postal address of the person authorized to receive sums of redemption of
Exchange-traded bonds; d) name and details of bank account of the person authorized to receive sums of redemption on
Exchange-traded bonds, in particular: - account number; - name of the bank (including name of the city/town of bank location) where the account is opened; - correspondent account of the bank, where the account is opened; - bank identification code account of the bank, where the account is opened; e) taxpayer identification number (TIN) of the person authorized to receive sums of redemption of
Exchange-traded bonds; f) tax position of the person authorized to receive sums of redemption of Exchange-traded bonds
(resident, non-resident having permanent representative office in the Russian Federation, non-resident having no permanent representative office in the Russian Federation, etc.);
c) taxpayer record validity code (KPP code) of the person authorized to receive sums of redemption on Exchange-traded bonds (if any).
h) Russian Classificatory of Companies & Enterprises code (OKPO); i) All-Russian Classifier of Types of Economic Activity code (OKVED); j) Bank Identification Code (BIC) (for credit organizations only). Non-residents and natural persons should specify the following information in the Request:
- full name (or name, patronymic, surname of natural person) the owner of Exchange-traded bonds;
- e) full name of the person authorized to receive sums of redemption on Exchange-traded bonds;
- place of location (or registration in case of natural persons) and postal address (including ZIP code) of Exchange-traded bonds owner;
- e) bank account details of the person authorized to receive sums of redemption of Exchange-traded bonds;
- taxpayer identification number (TIN) of the owner of Exchange-traded bonds - tax position of the owner of Exchange-traded bonds. If the owner of Exchange-traded bonds is legal entity and non-resident, the following information
should be specified: - FCC foreign company code (if any); If the owner of Exchange-traded bonds is natural person, the following information should be
specified:
- - kind, number, date and place of issue of identity proof of the owner of Exchange-traded bonds,
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name of authority issuing the corresponding document;
- - date, month and year of birth of identity proof of the owner of Exchange-traded bonds; Requests containing provisions of repayment in cash should not be allowed. The Issuer is not responsible for early redemption of Exchange-traded bonds against the following
persons: - the persons failed to provide their applications in due time; - the persons submitting an application which does not comply with existing requirements. No later then on the 2nd (second) working day before the date of redemption repayment, the nominal
holder should submit to NDC the following documents necessary to apply corresponding rates of tax at taxation of profits acquired on Exchange-traded bonds in addition to information on natural persons and legal entities being non-residents of the Russian Federation, that are the owners of Exchange-traded bonds, included into the List of owners and/or nominal holders:
a) If the owner is legal entity being non-resident, confirmation of the fact that such legal entity being non-resident has permanent location in the state made international contract (agreement) regulating issues of taxation with the Russian Federation, attested by competent authority of corresponding foreign state, should be provided. If such confirmation is composed in foreign language, translation to Russian should be provided as well.
b) If recipient of profits on Exchange-traded bonds is permanent representative office of legal entity
being non-resident, notary attested copy of certificate of registration with Tax Authority of the Russian Federation issued no earlier then during the previous tax period (if profit should be repaid to permanent representative office of profit payee located in Russian Federation) should be provided.
c) In case of repayment to foreign citizens of the states having effective intergovernmental agreements regarding avoidance of double taxation with Russian Federation, nominal holder and depositor of NDC should request from such foreign citizen and submit to NDC the document of confirmation that such foreign citizen is tax resident of foreign state in view to execute effective intergovernmental agreements regarding avoidance of double taxation concluded between the Russian Federation and foreign state, processed in accordance with requirements of Russian Tax Legislation.
d) In case of repayment to citizens of Russian Federation staying out of the boundaries of the Russian
Federation, nominal holder and depositor of NDC should request from such Russian Federation citizen and submit to NDC the application composed in free format to recognize status of foreign person on corresponding date of repayment according to clause 207 of Tax Code of the Russian Federation.
In case of failure to submit or undue submission of aforementioned documents, the Issuer is not
responsible for non-usage of corresponding tax rates against the owners. Request should be delivered to Issuer’s address of location, from 9 to 18 o’clock or sent to Issuer’s
postal address within 15 working days after the day of disclosure of information on early redemption via news feed.
Within 7 (seven) working days after the date of receipt of above mentioned documents, the Issuer should examine the documents and if the documents comply with Issuer’s requirements specified in the Resolution on securities issue and the Prospectus regarding such documents’ form and contents, the Issuer should transfer necessary sum of monetary funds (due to the owner of Exchange-traded bonds) to the account of the Paying agent and provide the Paying agent with notification comprising information mentioned in the Request of early redemption of Exchange-traded bonds and also all data necessary for execution of payment by the Paying agent to the benefit of the owner of Exchange-traded bonds. Copy of NDC report on transaction under deposit account of the owner (nominal holder) of Exchange-traded bonds relating transfer of Exchange-traded bonds to the section of its deposit account intended for accounting of Exchange-traded bonds subject to early redemption should be attached to the notification by the Issuer.
If form or contents of the documents provided by the owner of Exchange-traded bonds does not comply
with requirements set by the Resolution on securities issue and the Prospectus, and also in case of other grounds making execution of the Request impossible, the Issuer should sent notification on reasons of non-acceptance of the documents to the owner of Exchange-traded bonds within 7 (seven) working days after the date of such documents receipt. Receipt of above mentioned notification does not deprive the owner of Exchange-traded bonds of the right to apply for early redemption of Exchange-traded bonds again.
If the Request on early redemption presented to the Issuer and/or any other required documents do not comply with conditions of the Resolution on securities issue and the Prospectus, the Issuer should sent
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information on allowance/refusal to allow Request of early redemption to NDC (including information on the name, Name, Patronymic, Surname of the owner as natural person, number of Exchange-traded bonds, name of the Depositary where owner’s deposit account is opened).
Procedure of charging Exchange-traded bonds to/off the section of deposit account intended for
accounting of Exchange-traded bonds subject to early redemption should be set according to conditions of carrying out depositary business and other internal documents of NDC.
Within 2 (two) days after receipt of monetary funds and information required for execution of
corresponding payment to the benefit of the owner of Exchange-traded bonds from the Issuer, the Paying agent should transfer monetary funds to the benefit of the owner of Exchange-traded bonds using specified bank details. Paying agent should notify the Issuer on executed transfer no later then on the next working day after the date of repayment of monetary funds to the persons mentioned in Issuer’s order.
All Requests of early redemption of Exchange-traded bonds meeting requirements specified in the
present point above should be satisfied and corresponding early redemption should be carried out. After the Issuer fulfills its obligations on early redemption and notifies NDC on it, NDC should charge
redeemed Exchange-traded bonds off the corresponding section of deposit account of the depositor intended for accounting of Exchange-traded bonds subject to early redemption and enter the bonds, to the section of issue deposit account of the Issuer intended for accounting of redeemed Exchange-traded bonds, in order set by NDC.
Exchange-traded bonds early redeemed by the Issuer cannot be issued to circulation. The Issuer should publish information on results of early redemption of the bonds (including
information on the number of early redeemed bonds) within the terms and in order prescribed by pp. 11 of Resolution on securities issue and pp. 2.9 of the Prospectus.
The Issuer should transfer monetary funds intended for early redemption of Exchange-traded bonds to
the account of Paying agent within the terms and in order set by the Contract made between the Issuer and Paying agent.
Based on the notification and data provided by the Issuer, the Paying agent should calculate sums of monetary funds to be repaid to each person authorized to receive sums of early redemption on Exchange-traded bonds to whose benefit required monetary funds were transferred by the Issuer.
On the date of early redemption of Exchange-traded bonds the Paying agent should transfer required monetary funds to accounts of the persons authorized to receive sums of early redemption on Exchange-traded bonds for the benefit of the owners of Exchange-traded bonds.
If one person is authorized to receive sums of redemption on Exchange-traded bonds by several owners of Exchange-traded bonds, total sum should be transferred to such person without breakdown for each owner of Exchange-traded bonds.
Nominal holders of Exchange-traded bonds that are not the owners of Exchange-traded bonds, should transfer monetary funds received as redemption on Exchange-traded bonds, to the owners of Exchange-traded bonds in order set by the contract made between the nominal holder and the owner of Exchange-traded bonds.
Obligations of the Issuer concerning repayment of sums of redemption on Exchange-traded bonds are considered as fulfilled since the moment of entering monetary funds into correspondent account of payee bank.
The Issuer should publish information on results of early redemption of the bonds (including information on the number of early redeemed bonds) within the terms and in order prescribed by pp. 11 of Resolution on securities issue and pp. 2.9 of the Prospectus.
Other conditions and procedure of early redemption of bonds set by the Standards of securities issue and
registration of prospectus approved by the Order No. 07-4/ пз-н by FFMS (Federal Financial Markets Service) of Russia of 25.01.2007, subject to if early redemption is carried out at discretion of the Issuer or by request of bonds owners:
There are no any other conditions. 2. Early redemption at discretion of the Issuer.
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A) Possibility or impossibility of early redemption of Exchange-traded bonds within the period of their
circulation at discretion of the Issuer should be set by resolution of Issuer’s authorized Regulatory body before the start of Exchange-traded bonds placement. At this, if the Issuer adopts resolution on possibility of early redemption of Exchange-traded bonds at its own discretion, the Issuer should specify the date of such possible early redemption of Exchange-traded bonds at its own discretion by aforesaid resolution.
If the Issuer adopts resolution on possibility of early redemption of Exchange-traded bonds at its own discretion, purchase of Exchange-traded bonds should imply consent of the buyer of Exchange-traded bonds to possibility of early redemption of the bonds at discretion of the Issuer.
Procedure of disclosure of information on adoption of resolution on possibility or impossibility of early
redemption of Exchange-traded bonds at discretion of the Issuer. The announcement of Issuer's adoption of resolution on possibility or impossibility of early redemption
of Exchange-traded bonds at discretion of the Issuer should be published in form of "Report of information, which may exert substantial influence upon price of Joint-Stock company securities” in the following way:
- - via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity
market for disclosure of information at equity market, no later then 1 (one) day after the date of adoption of resolution on possibility or impossibility of early redemption of Exchange-traded bonds and no later then on the day previous to the start of Exchange-traded bonds placement;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, no later then 2 (two) days after the date of execution of resolution on possibility or impossibility of early redemption of Exchange-traded bonds and no later then the day previous to start of Exchange-traded bonds placement.
Text of announcement comprising information, which may exert substantial influence upon price of
securities of Joint-Stock company, should be available via Internet page during the whole period of Exchange-traded bonds circulation.
In case of adoption of resolution on possibility of early redemption of Exchange-traded bonds at
discretion of the Issuer, such announcement should comprise procedure of adoption of resolution on early redemption of Exchange-traded bonds by the Issuer, terms and procedure of disclosure of information on adoption of resolution on early redemption of Exchange-traded bonds, and the date of possible early redemption of Exchange-traded bonds at discretion of the Issuer among the other data.
The Issuer should inform Stock Exchange and NDC on all adopted resolutions including resolution on either possibility/date, terms and conditions of execution or non-execution of early redemption of Exchange-traded bonds at discretion of the Issuer on the date set forth earlier, but no later then the second working day after the date of adoption of corresponding resolution.
Procedure of early redemption of Exchange-traded bonds at discretion of the Issuer. In case resolution on possibility of early redemption of Exchange-traded bonds at discretion of the
Issuer is not adopted, authorized Regulatory body of the Issuer can adopt resolution on early redemption of Exchange-traded bonds no later then 20 working days before the date of such possible redemption set by Issuer’s resolution on early redemption of Exchange-traded bonds at discretion of the Issuer.
Early redemption of Exchange-traded bonds should be executed in monetary form via bank transfer of funds in currency of Russian Federation. Option to select mode of redemption of Exchange-traded bonds by the owners is not provided.
Early redemption of Exchange-traded bonds at discretion of the Issuer should be applied to all
Exchange-traded bonds of the issue. Early redemption of Exchange-traded bonds should be done by Paying agent by order and at the
expense of the Issuer (hereinafter referred to as the "Paying agent”). Functions of Paying agent are performed by the following organization:
Full corporate name: National Dispatch Center, Closed Joint-Stock Company Short corporate name: NDC, CJSC Place of location: Moscow, Sredny Kislovsky pereulok (alley), house 1/13, building 4 Postal address: Russian Federation, 105062, Moscow, Mashkova street, house 13, building 1
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If date of redemption of Exchange-traded bonds falls on day off, either state holiday or transactions’
day off, payment of accrued sum should be executed on the first working day next to the day off. Owner of Exchange-traded bond is not entitled to request either interest charge or any other compensation for such delay of payment.
Early redemption of Exchange-traded bonds should be executed by outstanding part of face value. At this, ACY calculated on the date of early redemption of Exchange-traded bonds should be repaid extra.
Amount of ACY on Exchange-traded bond by the date of early redemption, should be calculated by the following formula:
Procedure of evaluation of accumulated coupon yield on Exchange-traded bonds: ACY = Cj * Nom * (T - T(j -1))/ 365/ 100%, where j – serial number of coupon period, j=1, 2, 3...6; ACY - accumulated coupon yield, in rubles; Nom - outstanding part of face value per one Exchange-traded bond, in rubles; Cj - value of interest rate of the j-th coupon, in percent interest per annum; T(j -1) – start of j-th coupon period (for the first coupon period Т (j-1) is the start of Exchange-traded
bonds placement); T – date of evaluation of accumulated coupon yield inside the j-th coupon period; Repayment of face value of Exchange-traded bonds and ACY should be executed in the currency of
Russian Federation by bank transfer of funds for the benefit of Exchange-traded bonds owners, that are such owners by the end of operation day of NDC, previous to the 3rd (third) working day before the date of early redemption of Exchange-traded bonds (hereinafter referred to as the “Date of compilation of the list of owners and/or nominal holders of Exchange-traded bonds being the payees of early redemption").
It is presumed that nominal holders and depositors of NDC are entitled to receive monetary funds received as sum of early redemption on Exchange-traded bonds. Depositors of NDC that are not nominal holders and are not authorized by their clients to receive monetary funds at repayment of sum of early redemption on Exchange-traded bonds, should pass list of owners of Exchange-traded bonds to NDC no later then by 12 hours 00 minutes (Moscow time, GMT +3) of the 3rd (third) working day before the date of early redemption of Exchange-traded bond. The list should comprise all bank details specified below in the List of owners and/or nominal holders of Exchange-traded bonds being the payees of early redemption.
If the owner of Exchange-traded bonds is not depositor of NDC, he/she can authorize a nominal holder of the bonds and the depositor of NDC to receive sums paid off as early redemption of Exchange-traded bonds.
If rights of the owner of Exchange-traded bonds are accounted by a nominal holder of Exchange-traded bonds and the nominal holder of Exchange-traded binds is authorized to receive sums of early redemption of Exchange-traded bonds, such nominal holder is considered as the person authorized to receive sums of early redemption of Exchange-traded bonds. .
If rights of the owner of Exchange-traded bonds are not accounted by a nominal holder of Exchange-traded bonds or the nominal holder is not authorized to receive sums of early redemption of Exchange-traded bonds by the owner, the owner of Exchange-traded bonds is considered as the person authorized to receive sums of early redemption of Exchange-traded bonds.
Based on existing data and/or information provided by the depositors, NDC should compile the List of owners and/or nominal holders of Exchange-traded bonds being the payees of early redemption. This list should be given to the Issuer and/or Paying agent no later then on the 2nd (second) working day before the date of early redemption of Exchange-traded bonds. List of owners and/or nominal holders of Exchange-traded bonds being the payees of early redemption should include the following data:
a) full name of legal entity (or name, patronymic, surname of natural person) authorized to receive
sums of early redemption of Exchange-traded bonds; b) number of Exchange-traded bonds accounted on deposit accounts of the person authorized to
receive sums of early redemption of Exchange-traded bonds; c) place of location and postal address of the person authorized to receive sums of early redemption of
Exchange-traded bonds; d) following details of bank settlement account of the person authorized to receive sums of early
redemption of Exchange-traded bonds, in particular: - number of bank account; - name of the bank (including name of the city/town of bank location) where the account is opened; - correspondent account of the bank, where the account is opened;
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- bank identification code account of the bank, where the account is opened; e) taxpayer identification number (TIN) of the person authorized to receive sums of early redemption of
Exchange-traded bonds; f) tax position of the person authorized to receive sums of early redemption of Exchange-traded bonds
(resident, non-resident having permanent representative office in the Russian Federation, non-resident having no permanent representative office in the Russian Federation, etc.);
c) taxpayer record validity code (KPP code) of the person authorized to receive sums of early redemption of Exchange-traded bonds (if any).
If there are natural persons or legal entities that being non-residents of the Russian Federation among the owners of Exchange-traded bonds, instead of information specified above, nominal holder should submit to NDC and NDC should include into the List of owners and/or nominal holders of Exchange-traded bonds being the payees of early redemption, the following information regarding natural persons or legal entities being non-residents of the Russian Federation that are the owners of Exchange-traded bonds, regardless if the nominal holder is authorized to receive sums of redemption of Exchange-traded bonds or not.
- full name (or name, patronymic, surname of natural person) the owner of Exchange-traded bonds;
- - number of Exchange-traded bonds owned;
- e) full name of the person authorized to receive sums of early redemption on Exchange-traded bonds;
- place of location (or registration in case of natural persons) and postal address (including ZIP code) of Exchange-traded bonds owner;
- e) bank account details of the person authorized to receive sums of early redemption of Exchange-traded bonds;
- taxpayer identification number (TIN) of the owner of Exchange-traded bonds - - tax position of the owner of Exchange-traded bonds ; a) if the owner of Exchange-traded bonds is legal entity being non-resident, FCC (foreign company
code) should be specified in addition; b) if the owner of Exchange-traded bonds is natural person, the following information should be
specified in addition: - kind, number, date and place of issue of identity proof, name of authority issuing the corresponding
document; - date, month and year of birth of identity proof holder; - number of State pension insurance certificate of identity proof holder (if any); No later then on the 3rd (third) working day before the date of redemption repayment, the nominal
holder should submit to NDC the following documents necessary to apply corresponding rates of tax at taxation of profits acquired on Exchange-traded bonds in addition to information on natural persons and legal entities and non-residents of the Russian Federation, that are the owners of Exchange-traded bonds, included into the List of owners and/or nominal holders:
a) If the owner of Exchange-traded bonds is legal entity being non-resident, confirmation of the fact that such legal entity being non-resident has permanent location in the state made international contract (agreement) regulating issues of taxation with the Russian Federation, attested by competent authority of corresponding foreign state, should be provided. If such confirmation is composed in foreign language, translation to Russian should be provided as well.
b) If recipient of profits on Exchange-traded bonds is permanent representative office of legal entity
being non-resident, notary attested copy of certificate of registration with Tax Authority of the Russian Federation issued no earlier then during the previous tax period (if profit should be repaid to permanent representative office of profit payee located in Russian Federation) should be provided.
c) In case of repayment to foreign citizens of the states having effective intergovernmental agreements regarding avoidance of double taxation with Russian Federation, nominal holder and depositor of NDC should request from such foreign citizen and submit to NDC the document of confirmation that such foreign citizen is tax resident of foreign state in view to execute effective intergovernmental agreements regarding avoidance of double taxation concluded between the Russian Federation and foreign state, processed in accordance with requirements of Russian Tax Legislation.
d) In case of repayment to citizens of Russian Federation staying out of the boundaries of the Russian
Federation, nominal holder and depositor of NDC should request from such Russian Federation citizen and submit to NDC the application composed in free format to recognize status of foreign person on corresponding date of repayment according to clause 207 of Tax Code of the Russian Federation.
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In case of failure to submit or undue submission of aforementioned documents, the Issuer is not
responsible for non-usage of corresponding tax rates against the owners. The owners of Exchange-traded bonds, the persons authorized by them including depositors of NDC,
should monitor completeness and relevance of bank account details provided to NDC on their own. In case of failure to submit or undue submission of aforementioned details to NDC by above mentioned persons, the obligations should be fulfilled for the benefit of the person who have submitted request on obligations fulfillment and is the owner of Exchange-traded bonds on the date of such request. At this, obligations under Exchange-traded bonds should be fulfilled by the Issuer based on NDC data. In this case Issuer’s obligations are considered as fulfilled completely and properly. If because of details of bank account provided by the owner or the nominal holder, or submitted to Depositary earlier or because of any other information necessary to fulfillment of Issuer's obligations under Exchange-traded bonds the Paying agent is not able to transfer monetary funds in due time, such delay cannot be recognized as arrears of obligations on Exchange-traded bonds, and the owner of Exchange-traded bonds is not entitled to request to charge interest or any other compensation for such delay of payment.
The Issuer should transfer monetary funds intended for early redemption of Exchange-traded bonds to the account of Paying agent within the terms and in order set by the Contract made between the Issuer and Paying agent.
Based on the List of owners and/or nominal holders of Exchange-traded bonds being the payees of early redemption of Exchange-traded bonds provided by the Depositary, Paying agent should calculate sums of monetary funds to be paid off to each person authorized to receive sums of early redemption on Exchange-traded bonds.
On the date of early redemption of Exchange-traded bonds the Paying agent should transfer required monetary funds to accounts of the persons authorized to receive sums of early redemption on Exchange-traded bonds for the benefit of the owners of Exchange-traded bonds.
If one person is authorized to receive sums of early redemption on Exchange-traded bonds by several owners of Exchange-traded bonds, total sum should be transferred to such person without breakdown for each owner of Exchange-traded bonds.
Nominal holders of Exchange-traded bonds that are not the owners of Exchange-traded bonds, should transfer monetary funds received as redemption on Exchange-traded bonds, to the owners of Exchange-traded bonds in order set by the contract made between the nominal holder and the owner of Exchange-traded bonds.
Fulfillment of obligations under Exchange-traded bonds against the person included into the List of
owners and/or nominal holders of Exchange-traded bonds being the payees of early redemption should be recognized as proper in case of alienation of Exchange-traded bonds after the date of compilation of above mentioned List.
Obligations of the Issuer concerning repayment of sums of redemption on Exchange-traded bonds are considered as fulfilled since the moment of entering monetary funds into correspondent account of payee bank.
Exchange-traded bonds early redeemed by the Issuer cannot be issued to circulation. Term of early redemption of Exchange-traded bonds by the Issuer If the Issuer adopts resolution on early redemption at discretion of the Issuer, Exchange-traded bonds
should be early redeemed on such date set by Issuer’s resolution on possibility of early redemption at discretion of the Issuer when such early redemption of Exchange-traded bonds is possible at discretion of the Issuer.
Start of early redemption: The date set by Issuer’s resolution on possibility of early redemption at discretion of the Issuer when
such early redemption of Exchange-traded bonds is possible at discretion of the Issuer. End of early redemption: Dates of the start and the end of early redemption of Exchange-traded bonds are the same. Procedure of disclosure of information on early redemption of Exchange-traded bonds: The announcement containing information on Issuer’s adoption of resolution on early redemption of
Exchange-traded bonds should be published by the Issuer as "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" in the following way:
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- - via news feed of INTERFAX, information agency authorized by Federal executive body for equity
market for disclosure of information at equity market, no later then 1 (one) day after the date of adoption of resolution on early redemption of Exchange-traded bonds;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, no later then 2 (two) days after the date of adoption of resolution on early redemption of Exchange-traded bonds;
Among the other information, such announcement should include information on the price of early
redemption along with terms and procedure of early redemption of Exchange-traded bonds to be executed by the Issuer.
Disclosure of information on early redemption of the bonds at discretion of the Issuer should be done no later then 14 days before the day of execution of such early redemption.
Text of announcement comprising information, which may exert substantial influence upon price of
securities of Joint-Stock company, should be available via Internet page during the whole period of Exchange-traded bonds circulation.
The Issuer should inform Stock Exchange on all adopted resolutions including resolution on either
possibility/date, terms and conditions of execution or non-execution of early repayment of Exchange-traded bonds at discretion of the Issuer on the date set forth earlier, but no later then the second working day after the date of adoption of corresponding resolution.
No later then 14 (fourteen) days before the date of possible early redemption of Exchange-traded bonds
at discretion of the Issuer, the latter should send to NDC a notification on Issuer’s adoption of resolution on early redemption of Exchange-traded bonds at discretion of the Issuer and request for compilation of the List of the owners and/or nominal holders of Exchange-traded bonds being the payees of early redemption according to terms provided by the present point.
B) Before start of Exchange-traded bonds placement, authorized Regulatory body of the Issuer can
adopt resolution on partial early redemption of Exchange-traded bonds on the end of the regular coupon period (periods). At this, the Issuer should set number (numbers) of coupon period (periods) on end of which the Issuer should execute early redemption of certain part of face value of Exchange-traded bonds and interest of face value to be redeemed on the end of specified coupon period.
If resolution on partial early redemption of Exchange-traded bonds is adopted, purchase of Exchange-traded bonds implies consent of the buyer of Exchange-traded bonds to possibility of partial early redemption of the bonds at discretion of the Issuer.
Procedure of disclosure of information on adoption of resolution on partial early redemption of Exchange-
traded bonds on the end of regular coupon period (periods). Announcement of Issuer's adoption of resolution on partial early redemption of Exchange-traded
bonds on the end of regular coupon period (periods), should be published as "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" in the following way:
- - via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity
market for disclosure of information at equity market, no later then 1 (one) day after the date of adoption of resolution on partial early redemption of Exchange-traded bonds on the end of regular coupon period (periods) and no later then the day previous to the start of Exchange-traded bonds placement;
- - at Issuer’s Internet-site, which address is as follows: http://www.aeroflot.ru, no later then 2 (two) days after the date of adoption of resolution on partial early redemption of Exchange-traded bonds on the end of regular coupon period (periods) and no later then the day previous to the start of Exchange-traded bonds placement;
Text of announcement comprising information, which may exert substantial influence upon price of
securities of Joint-Stock company, should be available via Internet page during the whole period of Exchange-traded bonds circulation.
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At this, the Issuer should set number (numbers) of coupon period (periods) on end of which the Issuer should execute early redemption of certain part of face value of Exchange-traded bonds and interest of face value to be redeemed on the end of specified coupon period.
The Issuer should inform Stock Exchange on adopted resolutions no later then within 2 (two) working
days after the date of adoption of corresponding resolution. Procedure of partial early redemption of Exchange-traded bonds at discretion of the Issuer. Partial early redemption of Exchange-traded bonds at discretion of the Issuer should be executed on
condition of equal percentage of face value of Exchange-traded bonds for all bonds of the issue. Partial early redemption of Exchange-traded bonds should be done by Paying agent by order and at the
expense of the Issuer (hereinafter referred to as the "Paying agent”). Functions of Paying agent are performed by the following organization:
Full corporate name: National Dispatch Center, Closed Joint-Stock Company Short corporate name: NDC, CJSC Place of location: Moscow, Sredny Kislovsky pereulok (alley), house 1/13, building 4 Postal address: Russian Federation, 105062, Moscow, Mashkova street, house 13, building 1 If date of partial early redemption of Exchange-traded bonds falls on day off, either state holiday or
transactions’ day off, payment of accrued sum should be executed on the first working day next to the day off. Owner of Exchange-traded bond is not entitled to request either interest charge or any other compensation for such delay of payment.
Partial early redemption of Exchange-traded bonds at discretion of the Issuer implies payment of percentage of face value of Exchange-traded bond set by the Issuer before the start of Exchange-traded bonds placement. At this, coupon yield of i-th coupon period (where i is serial number of the coupon period on repayment date of which partial early redemption of issued bonds should be executed) should be paid off.
Partial early redemption of Exchange-traded bonds and repayment of coupon yield on Exchange-traded bonds at early redemption, should be executed in Russian rubles by bank transfer of funds for benefit of the owners of Exchange-traded bonds as of the end of NDC operations day previous to the 3-rd (third) working day before the date of partial early redemption of Exchange-traded bonds (hereinafter referred to as the “Date of compilation of the list of owners and/or nominal holders of Exchange-traded bonds being the payees of early redemption”).
It is presumed that nominal holders and depositors of NDC are entitled to receive monetary funds at repayment of sums of partial early redemption on Exchange-traded bonds. Depositors of NDC that are not nominal holders and are not authorized by their clients to receive monetary funds at repayment of sum of partial early redemption on Exchange-traded bonds, should pass list of owners of Exchange-traded bonds to NDC no later then by 12 hours 00 minutes (Moscow time, GMT +3) of the 3rd (third) working day before the date of partial early redemption of Exchange-traded bonds. The list should comprise all bank details specified below in the List of owners and/or nominal holders of Exchange-traded bonds being the payees of partial early redemption.
If the owner of Exchange-traded bonds is not depositor of NDC, he/she can authorize a nominal holder
of the bonds and the depositor of NDC to receive sums paid off as partial early redemption of Exchange-traded bonds.
If rights of the owner of Exchange-traded bonds are accounted by a nominal holder of Exchange-traded bonds and the nominal holder of Exchange-traded binds is authorized to receive sums of partial early redemption of Exchange-traded bonds, such nominal holder is considered as the person authorized to receive sums of partial early redemption of Exchange-traded bonds.
If rights of the owner of Exchange-traded bonds are not accounted by a nominal holder of Exchange-traded bonds or the nominal holder is not authorized by the owner to receive sums of partial early redemption of Exchange-traded bonds, the owner of Exchange-traded bonds is considered as the person authorized to receive sums of partial early redemption of Exchange-traded bonds.
Based on existing data and/or information provided by the depositors, NDC should compile the List of owners and/or nominal holders of Exchange-traded bonds being the payees of partial early redemption. This list should be given to the Issuer and/or Paying agent no later then on the 2nd (second) working day before the date of partial early redemption of Exchange-traded bonds. List of owners and/or nominal holders of Exchange-traded bonds being
the payees of partial early redemption should comprise the following data:
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a) full name of legal entity (or name, patronymic, surname of natural person) authorized to receive sums of partial early redemption of Exchange-traded bonds;
b) number of Exchange-traded bonds accounted on deposit accounts of the person authorized to receive sums of partial early redemption of Exchange-traded bonds;
c) place of location and postal address of the person authorized to receive sums of partial early redemption of Exchange-traded bonds;
d) following details of bank settlement account of the person authorized to receive sums of partial early redemption of Exchange-traded bonds, in particular:
- number of bank account; - name of the bank (including name of the city/town of bank location) where the account is opened; - correspondent account of the bank, where the account is opened; - bank identification code account of the bank, where the account is opened; e) taxpayer identification number (TIN) of the person authorized to receive sums of partial early
redemption of Exchange-traded bonds; f) tax position of the person authorized to receive sums of partial early redemption of Exchange-traded
bonds (resident, non-resident having permanent representative office in the Russian Federation, non-resident having no permanent representative office in the Russian Federation, etc.);
If there are natural persons or legal entities that being non-residents of the Russian Federation among the owners of Exchange-traded bonds, instead of information specified above, nominal holder should submit to NDC and NDC should include into the List of owners and/or nominal holders of Exchange-traded bonds being the payees of partial early redemption, the following information regarding natural persons or legal entities being non-residents of the Russian Federation that are the owners of Exchange-traded bonds, regardless if the nominal holder is authorized to receive sums of redemption of Exchange-traded bonds or not.
− full name (or name, patronymic, surname of natural person) the owner of Exchange-traded bonds;
− - number of Exchange-traded bonds owned;
− e) full name of the person authorized to receive sums of redemption on Exchange-traded bonds;
− place of location (or registration in case of natural persons) and postal address (including ZIP code) of Exchange-traded bonds owner;
− e) bank account details of the person authorized to receive sums of redemption of Exchange-traded bonds;
− taxpayer identification number (TIN) of the owner of Exchange-traded bonds − tax position of the owner of Exchange-traded bonds. − a) if the owner of Exchange-traded bonds is legal entity and non-resident, FCC (foreign company code)
should be specified in addition (if any); b) if the owner of Exchange-traded bonds is natural person, the following information should be
specified in addition: - kind, number, date and place of issue of identity proof, name of authority issuing the corresponding
document; - date, month and year of birth of identity proof holder; - number of State pension insurance certificate of identity proof holder (if any); No later then on the 3rd (third) working day before the date of redemption repayment, the nominal
holder should submit to NDC the following documents necessary to apply corresponding rates of tax at taxation of profits acquired on Exchange-traded bonds in addition to information on natural persons and legal entities being non-residents of the Russian Federation, that are the owners of Exchange-traded bonds, included into the List of owners and/or nominal holders:
a) If the owner of Exchange-traded bonds is legal entity being non-resident, confirmation of the fact that such legal entity being non-resident has permanent location in the state made international contract (agreement) regulating issues of taxation with the Russian Federation, attested by competent authority of corresponding foreign state, should be provided. If such confirmation is composed in foreign language, translation to Russian should be provided as well.
b) If recipient of profits on Exchange-traded bonds is permanent representative office of legal entity
being non-resident, notary attested copy of certificate of registration with Tax Authority of the Russian Federation issued no earlier then during the previous tax period (if profit should be repaid to permanent representative office of the recipient of profit located in Russian Federation) should be provided.
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c) In case of repayment to foreign citizens of the states having effective intergovernmental agreements regarding avoidance of double taxation with Russian Federation, nominal holder and depositor of NDC should request from such foreign citizen and submit to NDC the document of confirmation that such foreign citizen is tax resident of foreign state in view to execute effective intergovernmental agreements regarding avoidance of double taxation concluded between the Russian Federation and foreign state, processed in accordance with requirements of Russian Tax Legislation.
d) In case of repayment to citizens of Russian Federation staying out of the boundaries of the Russian
Federation, nominal holder and depositor of NDC should request from such Russian Federation citizen and submit to NDC the application composed in free format to recognize status of foreign person on corresponding date of repayment according to clause 207 of Tax Code of the Russian Federation.
In case of failure to submit or undue submission of aforementioned documents, the Issuer is not
responsible for non-usage of corresponding tax rates against the owners. The owners of Exchange-traded bonds, the persons authorized by them including depositors of NDC,
should monitor completeness and relevance of bank account details provided to NDC on their own. In case of failure to submit or undue submission of aforementioned details to NDC by above mentioned persons, the obligations should be fulfilled for the benefit of the person who have submitted request on obligations fulfillment and is the owner of Exchange-traded bonds on the date of such request. At this, obligations under Exchange-traded bonds should be fulfilled by the Issuer based on NDC data. In this case Issuer’s obligations are considered as fulfilled completely and properly. If because of details of bank account provided by the owner or the nominal holder, or submitted to Depositary earlier or because of any other information necessary to fulfillment of Issuer's obligations under Exchange-traded bonds the Paying agent is not able to transfer monetary funds in due time, such delay cannot be recognized as arrears of obligations on Exchange-traded bonds, and the owner of Exchange-traded bonds is not entitled to request to charge interest or any other compensation for such delay of payment.
The Issuer should transfer monetary funds intended for early redemption of Exchange-traded bonds to the account of Paying agent within the terms and in order set by the Contract made between the Issuer and Paying agent.
Based on the List of owners and/or nominal holders of Exchange-traded bonds being the payees of partial early redemption of Exchange-traded bonds provided by the Depositary, Paying agent should calculate sums of monetary funds to be paid off to each person authorized to receive sums of partial early redemption on Exchange-traded bonds.
On the date of partial early redemption of Exchange-traded bonds, Paying agent should transfer necessary monetary funds to the accounts of the persons authorized to receive sums of partial early redemption on Exchange-traded bonds to the benefit of the owners of Exchange-traded bonds mentioned in the List of owners and/or nominal holders of Exchange-traded bonds.
If one person is authorized to receive sums of partial early redemption on Exchange-traded bonds by several owners of Exchange-traded bonds, total sum should be transferred to such person without breakdown for each owner of Exchange-traded bonds.
Nominal holders of Exchange-traded bonds that are not the owners of Exchange-traded bonds, should transfer monetary funds received as redemption on Exchange-traded bonds, to the owners of Exchange-traded bonds in order set by the contract made between the nominal holder and the owner of Exchange-traded bonds.
Fulfillment of obligations under Exchange-traded bonds against the person included into the List of
owners and/or nominal holders of Exchange-traded bonds being the payees of partial early redemption should be recognized as proper in case of alienation of Exchange-traded bonds after the date of compilation of above mentioned List.
Obligations of the Issuer regarding repayment of sums of partial early redemption on Exchange-traded bonds are considered as fulfilled since the moment of entering monetary funds into correspondent account of payee bank.
Exchange-traded bonds early redeemed by the Issuer cannot be issued to circulation. Term of partial early redemption of Exchange-traded bonds by the Issuer. If the Issuer adopts resolution on partial early redemption of Exchange-traded bonds before the start of
Exchange-traded bonds placement, Exchange-traded bonds should be partially early redeemed on the end of coupon period (periods) set by abovementioned resolution of the Issuer.
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Start of partial early redemption: End of coupon period (periods) set the Issuer before the start of Exchange-traded bonds placement by
resolution on partial early redemption of Exchange-traded bonds. End of partial early redemption: Dates of the start and the end of partial early redemption of issued Exchange-traded bonds are the
same. B) Authorized Regulatory body of the Issuer is entitled to adopt the resolution on early redemption of
Exchange-traded bonds on the end of j-th coupon period (j<6) previous to the coupon period, interest rate for which should be set after disclosure of information on results of Exchange-traded bonds issue by MICEX Stock Exchange and corresponding notification of Federal Executive body for equity market in order prescribed.
Purchase of Exchange-traded bonds implies consent of the buyer of Exchange-traded bonds to possibility of early redemption of the bonds at discretion of the Issuer.
Procedure of disclosure of information on adoption of resolution on early redemption of Exchange-traded
bonds at discretion of the Issuer. The announcement containing information on Issuer’s adoption of resolution on early redemption of
Exchange-traded bonds should be published by the Issuer as "Report of information, which may exert substantial influence upon price of Joint-Stock company securities" in the following way:
- via news feed of INTERFAX, Information Agency authorized by Federal executive body for equity
market for disclosure of information at equity market, no later then 1 (one) day after the date of adoption of resolution on early redemption of Exchange-traded bonds and no later then 14 (fourteen) days before the date of execution of early redemption of Exchange-traded bonds;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, no later then 2 (two) days after the date of adoption of resolution on early redemption of Exchange-traded bonds and no later then 14 (fourteen) days before the date of execution of early redemption of Exchange-traded bonds;
- Among other information, such announcement should include information on the price of early
redemption, terms and procedure of early redemption of Exchange-traded bonds to be executed by the Issuer. Disclosure of information on early redemption of the bonds at discretion of the Issuer should be done
no later then 14 days before the day of execution of such early redemption. Text of announcement comprising information, which may exert substantial influence upon price of
securities of Joint-Stock company, should be available via Internet page during the whole period of Exchange-traded bonds circulation.
The Issuer should inform Stock Exchange on adopted resolution no later then within 2 (two) working
days after the date of adoption of corresponding resolution. Procedure of early redemption of Exchange-traded bonds at discretion of the Issuer. Early redemption of Exchange-traded bonds should be executed in monetary form via bank transfer of
funds in currency of Russian Federation. Option to select mode of redemption of Exchange-traded bonds by the owners is not provided.
Early redemption of Exchange-traded bonds at discretion of the Issuer should be applied to all
Exchange-traded bonds of the issue. Early redemption of Exchange-traded bonds should be done by Paying agent by order and at the
expense of the Issuer (hereinafter referred to as the "Paying agent”). Functions of Paying agent are performed by the following organization:
Full corporate name: National Dispatch Center, Closed Joint-Stock Company Short corporate name: NDC, CJSC Place of location: Moscow, Sredny Kislovsky pereulok (alley), house 1/13, building 4 Postal address: Russian Federation, 105062, Moscow, Mashkova street, house 13, building 1
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If date of redemption of Exchange-traded bonds falls on day off, either state holiday or transactions’
day off, payment of accrued sum should be executed on the first working day next to the day off. Owner of Exchange-traded bond is not entitled to request either interest charge or any other compensation for such delay of payment.
Early redemption of Exchange-traded bonds should be executed by outstanding part of face value. At this, coupon yield of j-th coupon period (where j is serial number of the coupon period on repayment date of which partial early redemption of issued bonds should be executed) should be paid off.
Repayment of face value and coupon yield of Exchange-traded bonds should be executed in the
currency of Russian Federation by bank transfer of funds for the benefit of Exchange-traded bonds owners, as of the end of operation day of NDC, previous to the 3rd (third) working day before the date of early redemption of Exchange-traded bonds (hereinafter referred to as the “Date of compilation of the list of owners and/or nominal holders of Exchange-traded bonds being the payees of early redemption").
It is presumed that nominal holders and depositors of NDC are entitled to receive monetary funds at repayment of outstanding part of face value of Exchange-traded bonds at early redemption. Depositors of NDC that are not nominal holders and are not authorized by their clients to receive monetary funds at repayment of sum of early redemption on Exchange-traded bonds, should pass list of owners of Exchange-traded bonds to NDC no later then by 12 hours 00 minutes (Moscow time, GMT +3) of the 3rd (third) working day before the date of early redemption of Exchange-traded bond. The list should comprise all bank details specified below in the List of owners and/or nominal holders of Exchange-traded bonds being the payees of early redemption.
If the owner of Exchange-traded bonds is not depositor of NDC, he/she can authorize a nominal holder of the bonds and the depositor of NDC to receive sums paid off as partial early redemption of Exchange-traded bonds.
If rights of the owner of Exchange-traded bonds are accounted by a nominal holder of Exchange-traded bonds and the nominal holder of Exchange-traded binds is authorized to receive sums of early redemption of Exchange-traded bonds, such nominal holder is considered as the person authorized to receive sums of early redemption of Exchange-traded bonds. .
If rights of the owner of Exchange-traded bonds are not accounted by a nominal holder of Exchange-traded bonds or the nominal holder is not authorized to receive sums of early redemption of Exchange-traded bonds by the owner, the owner of Exchange-traded bonds is considered as the person authorized to receive sums of early redemption of Exchange-traded bonds.
Based on existing data and/or information provided by the depositors, NDC should compile the List of owners and/or nominal holders of Exchange-traded bonds being the payees of early redemption. This list should be given to the Issuer and/or Paying agent no later then on the 2nd (second) working day before the date of early redemption of Exchange-traded bonds. List of owners and/or nominal holders of Exchange-traded bonds being the payees of early redemption should include the following data:
a) full name of legal entity (or name, patronymic, surname of natural person) authorized to receive sums of early redemption of Exchange-traded bonds;
b) number of Exchange-traded bonds accounted on deposit accounts of the person authorized to receive sums of early redemption of Exchange-traded bonds;
c) place of location and postal address of the person authorized to receive sums of early redemption of Exchange-traded bonds;
d) following details of bank settlement account of the person authorized to receive sums of early redemption of Exchange-traded bonds, in particular:
- number of bank account; - name of the bank (including name of the city/town of bank location) where the account is opened; - correspondent account of the bank, where the account is opened; - bank identification code account of the bank, where the account is opened; e) taxpayer identification number (TIN) of the person authorized to receive sums of early redemption of
Exchange-traded bonds; f) tax position of the person authorized to receive sums of early redemption of Exchange-traded bonds
(resident, non-resident having permanent representative office in the Russian Federation, non-resident having no permanent representative office in the Russian Federation, etc.);
If there are natural persons or legal entities that are non-residents of the Russian Federation among the owners of Exchange-traded bonds, instead of information specified above, nominal holder should submit to NDC and NDC should include into the List of owners and/or nominal holders of Exchange-traded bonds being the payees of early redemption, the following information regarding natural persons or legal entities
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being non-residents of the Russian Federation that are the owners of Exchange-traded bonds, regardless if the nominal holder is authorized to receive sums of redemption of Exchange-traded bonds or not.
- full name (or name, patronymic, surname of natural person) the owner of Exchange-traded bonds;
- - number of Exchange-traded bonds owned;
- e) full name of the person authorized to receive sums of redemption on Exchange-traded bonds;
- place of location (or registration in case of natural persons) and postal address (including ZIP code) of Exchange-traded bonds owner;
- e) bank account details of the person authorized to receive sums of redemption of Exchange-traded bonds;
- taxpayer identification number (TIN) of the owner of Exchange-traded bonds - - tax position of the owner of Exchange-traded bonds ; a) if the owner of Exchange-traded bonds is legal entity and non-resident, FCC (foreign company code)
should be specified in addition (if any); b) if the owner of Exchange-traded bonds is natural person, the following information should be
specified in addition: - kind, number, date and place of issue of identity proof, name of authority issuing the corresponding
document; - date, month and year of birth of identity proof holder; - number of State pension insurance certificate of identity proof holder (if any); No later then on the 3rd (third) working day before the date of repayment of sum of early redemption,
the nominal holder should submit to NDC the following documents necessary to apply corresponding rates of tax at taxation of profits acquired on Exchange-traded bonds in addition to information on natural persons and legal entities being non-residents of the Russian Federation, that are the owners of Exchange-traded bonds, included into the List of owners and/or nominal holders:
b) if the owner of Exchange-traded bonds is legal entity, the following information should be specified in addition:
- conformation of the fact that such legal entity being non-resident has permanent location in the state made international contract (agreement) regulating issues of taxation with the Russian Federation (if such agreement/contract was concluded/made), attested by competent authority of corresponding foreign state, should be provided. If such confirmation is composed in foreign language, translation to Russian should be provided as well.
b) if recipient of yield on the bonds is permanent representative office of legal entity being non-
resident: - notary attested copy of certificate of registration with Tax Authority of the Russian Federation issued
no earlier then during the previous tax period (if profit should be repaid to permanent representative office of the recipient of profit located in Russian Federation) should be provided.
c) In case of repayment to foreign citizens of the states having effective intergovernmental agreements regarding avoidance of double taxation with Russian Federation, nominal holder and depositor of NDC should request from such foreign citizen and submit to NDC the document of confirmation that such foreign citizen is tax resident of foreign state in view to execute effective intergovernmental agreements regarding avoidance of double taxation concluded between the Russian Federation and foreign state, processed in accordance with requirements of Russian Tax Legislation.
d) In case of repayment to citizens of Russian Federation staying out of the boundaries of the Russian
Federation, nominal holder and depositor of NDC should request from such Russian Federation citizen and submit to NDC the application composed in free format to recognize status of foreign person on corresponding date of repayment according to clause 207 of Tax Code of the Russian Federation.
In case of failure to submit or undue submission of aforementioned documents, the Issuer is not
responsible for non-usage of corresponding tax rates against the owners. The owners of Exchange-traded bonds, the persons authorized by them including depositors of NDC,
should monitor completeness and relevance of bank account details provided to NDC on their own. In case of failure to submit or undue submission of aforementioned details to NDC by above mentioned persons, the obligations should be fulfilled for the benefit of the person who have submitted request on obligations fulfillment and is the owner of Exchange-traded bonds on the date of such request. At this, obligations under Exchange-traded bonds should be fulfilled by the Issuer based on NDC data. In this case Issuer’s obligations are considered as fulfilled completely and properly. If because of details of bank account provided by the
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owner of nominal holder or submitted to Depositary earlier or any other information necessary to fulfillment of Issuer's obligations under Exchange-traded bonds, the Paying agent is not able to transfer monetary funds in due time, such delay cannot be recognized as arrears of obligations on Exchange-traded bonds, and the owner of Exchange-traded bonds is not entitled to request to charge interest or any other compensation for such delay of payment.
The Issuer should transfer monetary funds intended for early redemption of Exchange-traded bonds to the account of Paying agent within the terms and in order set by the Contract made between the Issuer and Paying agent.
Based on the List of owners and/or nominal holders of Exchange-traded bonds being the payees of early redemption of Exchange-traded bonds provided by the Depositary, Paying agent should calculate sums of monetary funds to be paid off to each person authorized to receive sums of early redemption on Exchange-traded bonds.
On the date of partial early redemption of Exchange-traded bonds, Paying agent should transfer necessary monetary funds to the accounts of the persons authorized to receive sums of partial early redemption on Exchange-traded bonds to the benefit of the owners of Exchange-traded bonds mentioned in the List of owners and/or nominal holders of Exchange-traded bonds.
If one person is authorized to receive sums of redemption on Exchange-traded bonds by several owners of Exchange-traded bonds, total sum should be transferred to such person without breakdown for each owner of Exchange-traded bonds.
Nominal holders of Exchange-traded bonds that are not the owners of Exchange-traded bonds, should transfer monetary funds received as redemption on Exchange-traded bonds, to the owners of Exchange-traded bonds in order set by the contract made between the nominal holder and the owner of Exchange-traded bonds.
Fulfillment of obligations under Exchange-traded bonds against the person included into the List of
owners and/or nominal holders of Exchange-traded bonds being the payees of early redemption should be recognized as proper in case of alienation of Exchange-traded bonds after the date of compilation of above mentioned List.
Obligations of the Issuer concerning repayment of sums of redemption on Exchange-traded bonds are considered as fulfilled since the moment of entering monetary funds into correspondent account of payee bank.
Term of early redemption of Exchange-traded bonds by the Issuer If the Issuer adopts resolution on early redemption of Exchange-traded bonds at discretion of the
Issuer, Exchange-traded binds should be early redeemed on the end of j-th coupon period (j<6) previous to the coupon period, interest rate for which should be set after disclosure of information on results of Exchange-traded bonds issue by MICEX Stock Exchange and corresponding notification of Federal Executive body for equity market in order prescribed.
Start of early redemption: The end of j-th coupon period (j<6) previous to the coupon period, interest rate for which should be set
after disclosure of information on results of Exchange-traded bonds issue by MICEX Stock Exchange and corresponding notification of Federal Executive body for equity market in order prescribed.
End of early redemption: Dates of the start and the end of early redemption of issued Exchange-traded bonds are the same. d) Procedure and conditions of bonds purchase by the Issuer with possibility of their further circulation: The following conventional term is used thereto:
Trading agent appointed by authorized body of the Issuer to purchase Exchange-traded bonds (hereinafter referred to also as Agent of the Issuer, Agent for purchasing Exchange-traded bonds)
1 Purchase of Exchange-traded bonds by the Issuer on request of the owner (owners) of the bonds The Issuer should provide right of the owner of Exchange-traded bonds to request the Issuer to
purchase Exchange-traded bonds within the last 10 (ten) calendar days of coupon period previous to the coupon period, which coupon rate or procedure of its evaluation should be set after disclosure of information on results of Exchange-traded bonds issue to MICEX Stock Exchange and submission of corresponding notification to Federal Executive body for equity market in order prescribed (hereinafter referred to as the “Period of presentation of Exchange-traded bonds for purchase by the Issuer”). Owners of Exchange-traded bonds are entitled to request the Issuer to purchase Exchange-traded bonds in cases specified in pp. 9.3.1 of the Resolution on securities issue and pp. 9.1.2 of the Prospectus.
If coupon rates or procedure of coupon rate evaluation is defined by the authorized Regulatory body of the Issuer after disclosure of information on results of Exchange-traded bonds issue to MICEX Stock
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Exchange and corresponding notification of the Federal Executive body for equity market in the order prescribed simultaneously on the several coupon periods, the Issuer should purchase Exchange-traded bonds under requests of their owners made within the last 10 (ten) days of the coupon period previous to the coupon period for which above mentioned coupon rates or procedure of coupon rates evaluation is set by the Issuer along with other coupon periods (at this, the coupon period which starts earlier should be selected). Purchase of Exchange-traded bonds is not required before any other coupon periods by which such coupon rates of Exchange-traded bonds or procedure of such rates evaluation should be set.
The following conventional signs are used thereto: (i-1) - number of coupon periods during which the owners are entitled to request the Issuer to purchase
Exchange-traded bonds. i - number of coupon period during which coupon or procedure of its evaluation should be set by the
Issuer after disclosure of information on results of Exchange-traded bonds issue to MICEX Stock Exchange and corresponding notification of Federal Executive body for equity market in order prescribed.
Underwriter is an agent of the Issuer acting by order and at the expense of the Issuer for purchase of Exchange-traded bonds upon request of the owners.
Procedure and conditions of purchase of Exchange-traded bonds by the Issuer upon request of the owners of Exchange-traded bonds:
1) If the owner of Exchange-traded bonds is the Trader, he/she should act on his/her own. If the owner of Exchange-traded bonds is not the Trader, he/she should make corresponding contract with any broker who is the Trader, and provide such broker with order to undertake all actions necessary to sell Exchange-traded bonds to the Issuer. The Trader acting by order and at the expense of the owners of Exchange-traded bonds and also acting in his/her own name and at his/her own expense, hereinafter is referred to as the “Holder” or the “Holder of Exchange-traded bonds”.
2) During the period of presentation of Exchange-traded bonds for purchase by the Issuer, the Holder of Exchange-traded bonds should give to the Agent of the Issuer (i.e. company Troika Dialog, CJSC, located to the following address: 125009, Russian Federation, Moscow, Romanov pereulok (alley), house 4, Phone number: +7 (495) 258-05-00), written notification of intent to sell certain number of Exchange-traded bonds (hereinafter referred to as the “Notification”). Notification should be signed by authorized person of the Holder of Exchange-traded bonds. Only whose Notifications should be allowed that are prepared properly and received by the Agent of the Issuer during the Period of presentation of Exchange-traded bonds for purchase by the Issuer de facto. The Notifications received by the Agent of the Issuer after expiration of the Period of presentation of Exchange-traded bonds for purchase by the Issuer should not be allowed regardless of the date such Notification was sent.
The Notification should be written on letter-head of the Holder according to the following template: Notice is hereby given that _______________________ (full name of the Holder of Exchange-traded
bonds) is planning to sell non-convertible interest-bearing documentary exchange-traded bearer bonds of Aeroflot-Russian Airlines, Open Joint-Stock Company provided with mandatory centralized storage, which series is BO-01 and identification number of the issue is as follows: __________, owned by __________________ (full name of the owner of Exchange-traded bonds) in compliance with conditions of the Resolution on securities issue and the Prospectus, to Aeroflot-Russian Airlines, Open Joint-Stock Company.
________________________________________________________________________________ Full name of the Holder: ________________________________________________________________________________ Number of Exchange-traded bonds proposed for selling (in number and in words): ________________________________________________________________________________ Signature and seal of the Issuer 3) After submitting the Notification, the Holder of Exchange-traded bonds should submit direct bid to
sell number of Exchange-traded bonds specified in the Notification, to Trading system of the Stock Exchange according to its Rules of securities trading and other regulations concerning securities trading at the Stock Exchange (hereinafter referred to as the “Rules of trading”), addressed to the Agent of the Issuer who is the Trader. Price of Exchange-traded bonds purchase should be specified in such direct bid (as set below). The bid should be posted to Trading system by the Holder from 11 hours 00 minutes up to 13 hours 00 minutes (Moscow time, GMT +3) on the Date of purchase of Exchange-traded bonds by the Issuer.
Date of purchase of Exchange-traded bonds should be set as the second working day after the date of start of i-th coupon period of Exchange-traded bonds. Price of purchase of Exchange-traded bonds should be set as equal to 100% (one hundred percent) of outstanding part of face value of Exchange-traded bonds. At this, accumulated coupon yield calculated on the date of purchase of Exchange-traded bonds, should be paid off extra. Outstanding part of face value is defined as a difference between face value of one Exchange-
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traded bond and its part redeemed at partial early redemption of Exchange-traded bonds (if resolution on partial early redemption is adopted according to pp. 9.5 of Resolution on securities issue and pp. 9.1.2 of the Prospectus).
4) Transactions of purchasing Exchange-traded bonds by the Issuer from the Holders of Exchange-
traded bonds should be executed at the Stock Exchange in compliance with the Rules of trading. The Issuer undertakes to submit direct bids counter to the bids of the Holders of Exchange-traded
bonds (provided notifications to the Agent of the Issuer) submitted in compliance with pp. 10.1 (2) of the Resolution on securities issue and pp. 9.1.2 (d) of the Prospectus and posted to Trading system of the Stock Exchange by the moment of transaction closure. Such direct bids should be submitted through an agent from 16 hours 00 minutes up to 18 hours 00 minutes (Moscow time, GMT +3) on the date of purchase of Exchange-traded bonds by the Issuer.
Adoption of resolution on purchase of Exchange-traded bonds by authorized Regulatory body of the Issuer is not required as procedure of purchase of Exchange-traded bonds by the Issuer upon request of the owners is specified in the Resolution on securities issue and the Prospectus.
Possibility of appointment of other agents for purchasing Exchange-traded bonds and cancellation of such appointments by authorized Regulatory body of the Issuer is provided.
Information on appointment of other Agents for purchasing Exchange-traded bonds and cancelation of such appointments should be disclosed by the Issuer in the following way:
- in news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 5 (five) days after the date of such appointments or their cancellation;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, within 5 (five) days after the date of such appointments execution or cancellation.
Information on execution or cancellation of appointments of the Agents for purchasing Exchange-traded bonds should be published by the Issuer via Issuer’s Internet page after publication via news feed.
2. Purchase of Exchange-traded bonds under agreement with the owner (owners): Power to purchase Exchange-traded bonds by the Issuer under agreement with the owner (owners)
providing possibility of further circulation of the bonds, is provided by the Resolution on securities issue and the present Prospectus. The Issuer is entitled to purchase Exchange-traded bonds by making contracts of sales and purchase of Exchange-traded bonds in compliance with existing legislation of the Russian Federation including purchases under public irrevocable offers of the Issuer published via mass media and/or new feed of Interfax, Information Agency authorized by the Federal Executive body for equity market for disclosure of information at equity market. Resolution on purchase of Exchange-traded bonds including purchases under public irrevocable offers should be adopted by authorized Regulatory body of the Issuer. Terms and conditions of purchase of Exchange-traded bonds should be set at adoption of specified above resolution by authorized Regulatory body of the Issuer and published via news feeds and Issuer's Internet page located to the following address: http://www.aeroflot.ru. At this, term of purchase of Exchange-traded bonds cannot commence before the date of disclosing information on results of the issue of Exchange-traded bonds to MICEX Stock Exchange and submitting corresponding notification to Federal Executive body for equity market in the order prescribed.
Purchase of Exchange-traded bonds under agreement with the owner (owners) with possibility of further circulation of the bonds upon proposal made by the Issuer should be executed according to the following procedure:
a) Resolution on purchase of Exchange-traded bonds should be adopted by authorized Regulatory body
of the Issuer taking into account provisions of the Resolution on securities issue and the Prospectus. b) According to terms and conditions and procedure of purchase of Exchange-traded bonds, published
via news feeds and Internet page of the Issuer located to the following address: : http://www.aeroflot.ru the Issuer should purchase Exchange-traded bonds from the owners of Exchange-traded bonds by closing sales and purchase transactions using Trading system of the Stock Exchange. The owner of Exchange-traded bonds being the Trader of the Stock Exchange ready to sell Exchange-traded bonds to the Issuer, should act on his/her own account. If potential purchaser is not the Trader, such person should conclude corresponding agreement with any Trader and provide the latter with an order to sell Exchange-traded bonds to the Issuer.
The Holder of Exchange-traded bonds should pass Notification of intent to sell certain number of Exchange-traded bonds to the Issuer under terms and conditions specified in published notification on purchase of Exchange-traded bonds over to an agent of the Issuer within the term specified in published notification of purchase of Exchange-traded bonds. Above mentioned notification should be signed by authorized person of the Holder of Exchange-traded bonds and should comprise information on full name of
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the Holder, series and number of Exchange-traded bonds proposed for selling, address of the Holder to be used for correspondence, contact phone and fax.
Notification is considered as received by an agent since the date of delivery to the addressee under condition of such Notification compliance with all requirements set in the notification of purchase of Exchange-traded bonds. The Issuer is not liable to purchase Exchange-traded bonds against the following persons:
- the persons failed to provide their Notifications in due time; - the persons submitting the Notification which does not comply with existing requirements. c) Starting from 11 hours 00 minutes and up to 13 hours 00 minutes (Moscow time, GMT+3) on
corresponding date of purchase of Exchange-traded bonds by the Issuer mentioned in notification, the Holder previously passed the Notification to the agent, should post direct bid (hereinafter referred to as the “Bid”) to sell certain number of Exchange-traded bonds to Trading system of the Stock Exchange in compliance with the Rules of trading. The bid should be addressed to Issuer’s Agent and contain price of Exchange-traded bond set in notification on purchase of Exchange-traded bonds. Number of Exchange-traded bonds mentioned in the Bid should meet number of Exchange-traded bonds specified in the Notification. Number of Exchange-traded bonds kept on deposit account of the Holder at National Dispatch Center, Closed Joint-Stock Company as of the moment of submission of the bid by the Issuer of Exchange-traded bonds, should be no less then the number of Exchange-traded bonds specified in the Notification. Extract from the register of bids composed by template set by corresponding Appendix to the Rules of securities trading at the Stock Exchange and attested by signature of authorized person of the Stock Exchange, is considered as sufficient proof of posting the bid to sell Exchange-traded bonds by the Holder.
The Issuer undertakes to submit direct bids, counter to the Bids submitted in compliance with terms and conditions set in published notification on purchase of Exchange-traded bonds and kept in Trading system as of the moment of submission of such counter bids, through its agent from 16 hours 00 minutes up to 18 hours 00 minutes (Moscow time, GMT+3) on the corresponding date of purchase of Exchange-traded bonds specified in the notification on purchase of Exchange-traded bonds.
If the owners accept Issuer’s offer to purchase the bonds regarding greater number of bonds then the number mentioned in such offer, the Issuer should purchase Exchange-traded bonds from the owners to the extent of declared amount and under condition that only whole number of bonds should be purchased.
Possibility of appointment of other agents for purchasing Exchange-traded bonds and cancellation of such appointments by authorized Regulatory body of the Issuer is provided.
Information on appointment of other Agents for purchasing Exchange-traded bonds and cancelation of such appointments should be disclosed by the Issuer in the following way:
- in news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 5 (five) days after the date of such appointments or their cancellation;
- via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, within 5 (five) days after the date of such appointments execution or cancellation.
Information on execution or cancellation of appointments of the Agents for purchase of Exchange-
traded bonds should be published by the Issuer via Issuer’s Internet page after publication via news feed.
3. If the Issuer purchases Exchange-traded bonds of the issue, such bonds should be credited to deposit account of the Issuer at NDC.
In future, Exchange-traded bonds purchased by the Issuer could be issued to secondary market again
(under condition of compliance with requirements of existing legislation of the Russian Federation). Term of purchase of the bonds or procedure of setting such term: - if purchase of Exchange-traded bonds is executed upon request of the owners of Exchange-traded
bonds, the date of purchase of Exchange-traded bonds by the Issuer should be set according to pp. 10.1 of the Resolution on securities issue and pp. 9.1.2 of the Prospectus.
- if the Issuer adopts resolution on purchasing Exchange-traded bonds under agreement with the owners according to pp. 10.2 of the Resolution on securities issue and pp. 9.1.2 of the Prospectus, including under public irrevocable offers of the Issuer published via mass media, terms and other conditions of purchasing Exchange-traded bonds should be set by the Issuer and published via news feeds and Internet page of the Issuer located to the following address: http://www.aeroflot.ru.
Procedure of Issuer’s disclosure of information on purchase of Exchange-traded bonds: Information on coupon rates set by the Issuer or procedure of evaluation of such coupon rates of
Exchange-traded bonds starting from the second coupon, and also on serial number of coupon period (n)
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during which the owners of Exchange-traded bonds are entitled to request the Issuer to purchase Exchange-traded bonds, should be communicated to prospective buyers in form of report on substantial facts, in order prescribed by pp. 9.3.1 of the Resolution on securities issuer and pp. 9.1.2 of the Prospectus.
Information on defined rate or procedure of definition of coupon rate should be disclosed by the Issuer
in the following order: - via news feed of INTERFAX, information agency authorized by Federal executive body for equity
market for disclosure of information at equity market no later then 1 (one) day after the date of definition of the rate or procedure of definition of the rate of i-th coupon;
- via Issuer’s Internet page located to the following address: http://www.aeroflot.ru, no later then 2 (two) days after the date of definition of the rate or procedure of definition of the rate of i-th coupon.
If the Issuer adopts resolution on rates or procedure of evaluation of coupon rates in form of formula including variables unchangeable at discretion of the Issuer, for coupon periods starting from the second and up to n-th (n=2,3,…,6) before the start of Exchange-traded bonds placement, the Issuer should inform Stock Exchange on adopted resolutions including information on set rates or the procedure of setting rates no later then 1 (one) day before the start of Exchange-traded bonds placement.
If resolution on fixed rate or procedure of evaluation of coupon rate is adopted by the Issuer after disclosure of information on results of Exchange-traded bonds issue to MICEX Stock Exchange and notification of Federal Executive body for equity market on such results in the order prescribed by the latter, the Issuer should inform Stock Exchange on fixed rate or procedure of evaluation of coupon rate no later then 5 (five) working days before the end of i-th coupon period (i.e. the period for which interest rate is set or procedure of evaluation of the rate is defined for i-th and the following coupons).
2. If the Issuer adopts resolution on purchasing Exchange-traded bonds under agreement with the owner (the owners) of the bonds (including under public irrevocable offers), announcement of corresponding resolution should be disclosed no later then:
- - via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, within 1 (one) day;
- via Issuer’s Internet page located to the following address: http://www.aeroflot.ru, within 2 (two) days.
after the date of compilation of minutes of Issuer's authorized body meeting where resolution on purchasing Exchange-traded bonds is adopted by the Issuer, no later then 7 (seven) days before the date of accepting an offer to purchase Exchange-traded bonds.
Mentioned above announcement should include following information: - date of adoption of resolution on purchasing (redemption of) Exchange-traded bonds of the issue; - series and form of Exchange-traded bonds, identification number and date of admission of
Exchange-traded bonds to trading at Stock Exchange during placement; - number of Exchange-traded bonds to be purchased; - the term during which the holder of Exchange-traded bonds can give written letter of intent to sell
certain amount of Exchange-traded bonds to the Issuer under conditions set in Issuer’s resolution on purchasing Exchange-traded bonds and specified in published announcement of purchasing Exchange-traded bonds, to the Agent of the Issuer.
- start of Issuer's purchase of Exchange-traded bonds of the issue; - end of Issuer's purchase of Exchange-traded bonds of the issue; - purchase price of Exchange-traded bonds of the issue or procedure of its evaluation; - procedure of purchase of Exchange-traded bonds of the issue; - mode and terms of payment; - name of the Agent authorized by the Issuer to purchase (to redeem) Exchange-traded bonds, its place
of location, information on bank details of its licence of professional participant of equity market. 3. Publication of information on Exchange-traded bonds purchase via Internet page of the Issuer
should be done after corresponding publication via news feeds. 4. The Issuer should disclose information on results of its purchasing Exchange-traded bonds
including information on the number of purchased bonds, in order of disclosure of information on substantial facts according to regulations by Federal Executive body for equity market:
• via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, within 1 (one) day after expiration date of set term of Exchange-traded bonds purchase;
• - via Issuer’s Internet page located to the following address: http://www.aeroflot.ru, within 2 (two) days after expiration date of set term of Exchange-traded bonds purchase.
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If at occurrence of an event, on which the Issuer should disclose information according to existing federal legislation and regulations by Federal Executive body for equity market, the other procedure and terms of disclosure of information on such event are in force, as opposed to the procedure and terms provided by Resolution on securities issue and the Prospectus, information on such event should be disclosed according to such procedure and terms provided by Federal legislation and regulations by Federal Executive Body for equity market which are in force at the moment of such disclosure.
The Issuer should disclose information on its own. e) Information on bonds paying agents: The Issuer should execute redemption via Paying agent which functions are performed by the
following organization: Full corporate name: National Dispatch Center, Closed Joint-Stock Company Short corporate name: NDC, CJSC Place of location: Moscow, Sredny Kislovsky pereulok (alley), house 1/13, building Postal address: Russian Federation, 105062, Moscow, Mashkova street, house 13, building 1 TIN: 7703394070 Phone: +7 (495) 956-27-89, +7 (495) 956-27-90 Number of depository business licence of professional participant of equity market: 177-03431-000100 Date of issue: 4.12.2000 Duration of licence: unlimited Licensing authority: Federal Securities Commission of Russia Obligations and functions of paying agent:
• to transfer monetary funds to the persons specified in the List of the holders of Exchange-traded bonds being the payees of coupon yield/early redemption in the name and at the expense of the Issuer, to the amount, within terms and in order prescribed by the Resolution on securities issue and the contract made between the Issuer and the Paying agent;
• at this, Issuer’s monetary funds intended for redemption of Exchange traded bonds or repayment of coupon yield on Exchange-traded bonds to be executed by the Paying agent, should be transferred in advance by the Issuer to bank account which details should be provided by Paying agent, in order and within the terms set by the Resolution on securities issue and the contract made between the Issuer and the Paying agent;
• to provide depositors of the Depositary and also all interested persons with information on terms and conditions of repayment of coupon yield on Exchange-traded bonds and/or redemption of Exchange-traded bonds by publishing corresponding information via official Web-site of the Depositary which Internet address is as follows: www.ndc.ru;
• to provide confidentiality of information received by the Paying agent in the source fulfillment of its duties, in case such information is not generally accessible or should be disclosed according to existing regulations and the Law of the Russian Federation.
The Issuer is entitled to appoint other Paying agents and cancel such appointments. Official
announcement of the Issuer on above mentioned actions should be published by the Issuer within the following terms:
- in news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, within 5 (five) days after the date of execution of such appointments or their cancellation;
via Issuer’s Internet page, which address is as follows: http://www.aeroflot.ru, within 5 (five) days after the date of execution of such appointments or their cancellation.
Information on execution or cancellation of appointments of Paying agents should be published by the
Issuer via its Internet page after publication via news feed. Redemption of Exchange-traded bonds should be executed in currency of the Russian Federation, by
bank transfer of funds for benefit of the owners of Exchange-traded bonds. f) Actions to be undertaken by the owners of the bonds in case of non-fulfillment or undue fulfillment of
obligations under the bonds by the Issuer:
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According to clauses 810 and 811 of the Civil Code of the Russian Federation, the Issuer should repay face value of Exchange-traded bonds to the owners at redemption within terms and in order provided by the Resolution on securities issue and the Prospectus.
Default is defined as failure to fulfill obligations of the Issuer under Exchange-traded bonds in the following cases:
• delay in fulfillment of obligation concerning repayment of coupon yield on Exchange-traded bonds to be repaid in order and within terms specified in the Resolution on securities issue and the Prospectus, for more then 7 (seven) days or refusal to fulfill above mentioned obligation;
• delay in fulfillment of obligation concerning repayment of face value of Exchange-traded bonds to be repaid in order and within terms specified in the Resolution on securities issue and the Prospectus, for more then 30 (thirty) days or refusal to fulfill above mentioned obligation;
Delayed fulfillment of corresponding obligations within mentioned in the present point terms is considered as technical default.
In case of default or technical default by the Issuer on Exchange-traded bonds, the owners of Exchange-traded bonds or the persons authorized by them are entitled to request the Issuer to repay the following sums:
1) in case of default: face value of Exchange-traded bond and/or accrued yield provided by the bonds; also accrued interest for undue redemption of Exchange-traded bonds and/or corresponding profits on the bonds according to clauses 395 and 811 of Civil Code of the Russian Federation.
2) in case of technical default: interest for undue fulfillment of obligations on Exchange-traded bonds according to clauses 395 and 811 of Civil Code of the Russian Federation.
Issuer should be presented with request composed in writing, named as the "Claim” and signed by the owner of Exchange-traded bonds, the person authorized by the owner including authorized person of nominal holder of Exchange-traded bonds.
The claim should be sent by registered letter, via advise-of-receipt post with list of contents attached to the postal address of the Issuer (119002, Russia, Moscow, Arbat street, house 10) or delivered against receipt to the person authorized by the Issuer.
In case of technical default in repayment of regular interest (coupon), if the Issuer repays due sum of
coupon yield but fails to repay interest accrued for undue repayment of yield according to clause 395 of Civil Code of the Russian Federation within 7 (seven) days after due date of such obligation, the owners of Exchange-traded bonds or the persons authorized by then are entitled to request the Issuer to repay such interest. In this case the Issuer should consider the Claim by the owners of Exchange-traded bonds within 5 (five) days after such Claim receipt and transfer due sums to the owners of Exchange-traded bonds rising the Clime within 3 (three) working days after the date of the Claim.
In case of delay in fulfillment of obligation of repayment of sum of principal indebtedness on Exchange-traded bonds or refusal to fulfill such obligation, according to clause 395 of Civil Code of the Russian Federation, the owners of Exchange-traded bonds or the persons authorized by them are entitled to rise a claim of repayment of sum of principal indebtedness on Exchange-traded bonds and interest accrued for undue redemption of Exchange-traded bonds starting from due date of above mentioned obligation. In this case the Issuer should consider such Claim within 5 (five) days after the date of receipt of the Claim risen by the owners of Exchange-traded bonds and transfer due sums to the address of the owners of Exchange-traded bonds rising the Claim no later then within 30 (thirty) days after due date of fulfillment of obligation concerning repayment of the sum principal indebtedness.
If either the person authorized by the Issuer refuses to receive the Claim or registered letter containing such Claim against signature, or the Claim sent to postal address of the Issuer is not delivered because of Issuer’s absence to the address specified, or the Issuer refuses to allow the Claim, the owners of Exchange-traded bonds or the persons authorized by them are entitled to apply to the court or arbitration tribunal and bring an action against the Issuer for recovery of corresponding sums.
If the Issuer fails to transfer or transfers not in full due sums of principal debt on Exchange-traded bonds and interest for undue redemption of Exchange-traded bonds in accordance with clause 395 of Civil Code of the Russian Federation to the owners of Exchange-traded bonds within 30 (thirty) days after due date of obligation concerning repayment of principal debt, the owners of Exchange-traded bonds or the persons authorized by them are entitled to apply to a court or arbitration tribunal and bring an action against the Issuer for recovery of corresponding sums.
If demands concerning Exchange-traded bonds made against the Issuer by the owners of Exchange-traded bonds cannot be allowed, the owners are entitled to apply to a court (arbitration tribunal or common law jurisdiction court) and file a claim against the Issuer.
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According to clause 196 of Civil Code of the Russian Federation, general period of limitation is set equal to three years. According to clause 200 of Civil Code of the Russian Federation, period of limitation starts by maturity date of Issuer's obligations.
Jurisdiction of the courts over civil actions is set by clause 22 of Civil Code of the Russian Federation. According to specified clause, courts of general jurisdiction should judge and adjudicate ordinary proceedings on protection of violated or disputed rights, freedoms and legitimate interests, disputes arising from civil, family, labor, housing, land, environmental or other legal relationships with participation of citizens, organizations, governmental and local authorities.
Jurisdiction of arbitration court over actions is set by clause 27 of Arbitration Procedure Code of the Russian Federation (hereinafter referred to as the “APC RF”). According to specified clause, action concerning economical disputes and other cases relating business or economical undertakings are within jurisdiction of arbitration court. Arbitration courts should settle economic disputes and judge other cases involving organizations being legal entities, citizens carrying out entrepreneurial business unincorporated (without forming a legal entity) and having status of sole proprietor duly registered (hereinafter referred to as the "Sole proprietors"), the Russian Federation (in cases provided by Arbitration Procedure Code of the Russian Federation and the Federal law), constituent entities of the Russian Federation, municipal units, state authorities, local authorities, other authorities, officials, entities without legal status and citizens without status of Sole proprietor (hereinafter together referred to as the “Organizations and citizens”).
In case of default and/or technical default, the Issuer should disclose information on such an event in order of disclosure of information on substantial facts according to regulations of the Federal Executive body for equity market. Information should be disclosed by the Issuer within the following terms:
- - via news feed of INTERFAX, information agency authorized by Federal executive body for equity market for disclosure of information at equity market, no later then 1 (one) day after expiration date of the period when the obligation of repayment of face value of Exchange-traded bonds and/or repayment of dividends on them should be fulfilled by the Issuer;
- - via Internet page of the Issuer, located to the following address: http://www.aeroflot.ru, no later then 2 (two) days after expiration date of the period when the obligation of repayment of principal value of Exchange-traded bonds and/or repayment of dividends on them should be fulfilled by the Issuer.
Such announcement should include: - - amount of non-fulfilled obligations; - - reason for non-fulfillment of obligations; - List of possible actions, which the owners of Exchange-traded bonds can undertake to settle their
claims. g) Information on the person providing security: Fulfillment of obligations on Exchange-traded bonds is not secured by the third party (parties). Evaluation of sum of values provided by subpoints from a) to e) of point 3.13 of Regulation on disclosure
of information by Issuers of equity securities No. 06-117/ пз-н of 10.10.2006 should be specified hereunder. If such sum is less then total value of Issuer’s obligations under the bonds, it should be mentioned that purchase of such bonds should be attributed to the category of investments of increased risk.
According to pp. 3.13 of Regulation on disclosure of information by Issuers of equity securities No. 06-
117/ пз-н of 10.10.2006, requirements of the present point are not applicable to Exchange-traded bonds. As securities of the current issue are Exchange-traded bonds, information is not provided. h) Conditions of enforceability (ensuring performance of obligations) under the bonds: Performance of obligations under Exchange-traded bonds is not ensured by the third party (parties).
9.1.3. Additional information on convertible securities
Placed Exchange-traded bonds are inconvertible securities.
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9.1.4. Additional information on placed options of the issuer
For securities of this kind, such information is required.
9.1.5. Additional information on placed mortgage-backed bonds
Placed Exchange-traded bonds are not mortgage-backed bonds.
9.1.6. Additional information on placed Russian depositary receipt Placed Exchange-traded bonds are not depositary receipts.
9.2. Price (procedure of price evaluation) of equity securities placement Price (prices) or procedure of price (prices) evaluation of placement of each security. Price of Exchange-traded bonds placement is set equal to RUR 1,000 (one thousand rubles) per one
Exchange-traded bond (100% of principal value). If pre-emption purchase right is granted while placement of securities of the issue (additional issue), the
price or procedure of evaluation of securities placement price should be specified for persons having such pre-emption right.
Pre-emption right is not granted.
9.3. Pre-emption rights to purchase of placed equity securities
Pre-emption right to purchase securities of the issue is not provided.
9.4. Restrictions on purchase and circulation of placed equity securities
Restrictions on maximal number of shares owned by one shareholder or their face value set by joint-stock
company according to its Articles of association: There are no such restrictions. Restriction provided by the Articles of association of the Issuer and existing legislation of the Russian
Federation concerning prospective buyers being non-residents including restriction on amount of market share of foreign entities in authorized (joint-stock) capital (unit trust) of the Issuer.
There are no such restrictions. Circulation of Exchange-traded bonds is not allowed up to their complete repayment and completion of
placement. Exchange-traded bonds are allowed for free circulation on Stock Exchange market. Non-residents can purchase Exchange-traded bonds according to existing legislation and regulations
of the Russian Federation. Exchange-traded bonds should be circulated on Stock Exchange market with withdrawals set by
organizers of trading at equity market.
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Other restriction provided by existing legislation of the Russian Federation, constituent instruments of the Issuer concerning circulation of placed securities.
Other restrictions on issuer of Exchange-traded bonds and limitations on possible buyers of placed bonds are not provided.
9.5. Information on price trend of Issuer’s equity securities
If securities of the Issuer of the same kind as placed securities are admitted to trading at least by at least
one organizer of trading at securities market, for each quarter during which no less then 10 transactions with such securities are closed by the organizer of trading on securities market, but no more then for 5 last completed years or for each completed financial year (if the Issuer has been carrying out its activities for less then 5 years), above mentioned securities should be specified hereunder: Such securities are not available.
9.6. Information on persons rendering services on organization of placement and/or placement of equity securities
If securities are placed by the Issuer by assistance of the persons rendering services on placement and/or
organization of securities placement, the following information regarding each person above mentioned should be specified hereunder:
Underwriter is an organization rendering services on Exchange-traded bonds placement and
organization of Exchange-traded bonds placement (hereinafter referred to as the “Placement Mediator” or the “Organizer”) acting by order and at the expense of the Issuer.
The following company acts as the Underwriter of Exchange-traded bonds issue: “Troika Dialog” Investment Company, Closed Joint-Stock Company
Full corporate name: “Troika Dialog” Investment Company, Closed Joint-Stock Company Short corporate name: “Troika Dialog” IC, CJSC TIN: 7710048970 Place of location: Russian Federation, 125009, Moscow, Romanov pereulok (alley), house 4 Postal address: Russian Federation, 125009, Moscow, Romanov pereulok (alley), house 4 Licence No. 177-06514-100000 (broker licence) Date of issue: April 8, 2003 Duration of licence: unlimited Licensing authority: Federal Securities Commission of Russia Licence No. 177-06518-010000 (dealer licence) Date of issue: April 8, 2003 Duration of licence: unlimited Licensing authority: Federal Securities Commission of Russia Major functions of the person rendering services on placement and/or organization of placement of
securities, including the following: • Awarding bids for closing transactions of Exchange-traded bonds purchase; at this, the
Underwriter should act by order and at the expense of the Issuer according to terms and conditions of the contract and the procedure set by Resolution on securities issue and the Prospectus.
• Executing actions relating admission of Exchange-traded bonds to trading during the process of placement at Stock Exchange in the name and at the expense of the Issuer.
• Informing the Issuer on number of actually placed Exchange-traded bonds and amount of monetary funds acquired as result of selling Exchange-traded bonds.
• Transferring monetary funds received by the Underwriter from purchasers of Exchange-traded bonds as payment to settlement account of the Issuer according to terms and conditions of the executed contract.
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• Undertaking other actions necessary to discharge Underwriter’s obligations relating Exchange-traded bonds placement in accordance with existing legislation of the Russian Federation and the contract made between the Issuer and the Underwriter.
If such person undertakes to purchase the securities not placed in due time, it should be mentioned hereunder. In case of such obligation, number (or procedure of setting number) of securities not placed in due time which the specified person should purchase and term (or procedure of setting term) after expiration of which the specified person should purchase mentioned number of securities, should be specified hereunder.
According to the contract, the Organizer is not liable to purchase securities not placed in due time. If such person undertakes to keep prices of securities to be placed up to certain level within certain period
after completion of securities placement (i.e. stabilization), including obligation to render services of market-maker, it should be mentioned hereunder. In case of such undertakings, the term (or procedure of term setting) within which specified person undertakes to provide stabilization or render services of market-maker should also be specified hereunder.
Obligation regarding keeping prices of securities to be placed up to certain level within certain period after completion of securities placement (i.e. stabilization) is not provided by the contract made between the Issuer and the Organizer. The Organizer assumes to conclude an agreement of performing functions of market-maker in case of entering Exchange-traded bonds into Quotation list B of Stock Exchange.
If such person has a right to purchase additional amount of securities of the Issuer from among placed (outstanding) securities of the Issuer of the same kind, category (type) as securities to be placed, that may be either sold or not subject to results of securities placement, it should be mentioned hereunder. If such right is granted, additional amount (or procedure of additional amount setting) of securities that can be purchased by the person specified, and the period (or procedure of setting period) within which the right of purchasing additional amount of securities can be used, should be specified hereunder as well.
Such right is not granted. Amount of compensation due to the person rendering services on placement and/or organization of
placement of securities is as follows: Amount of compensation due to the persons rendering services on placement and/or organization of
placement of securities should not exceed 1.0% (one percent) of principal value of Exchange-traded bonds issue.
In case of concluding agreement of rendering services of market-maker, compensation due to the Organizer for rendering services of market-maker should not exceed RUR 10,000 (ten thousand rubles).
9.7. Information on the circle of prospective buyers of equity securities
Exchange-traded bonds of the current issue should be placed by public offering. Circle of prospective
buyers of placed securities is not limited. Non-residents can purchase Exchange-traded bonds according to existing legislation and regulations
of Russian Federation.
9.8. Information on organizers of trading on equity market including the Stock Exchanges where placed securities are assumed to be placed and/or circulated
Name of the person organizing tendering: Full corporate name: MICEX Stock Exchange, Closed Joint-Stock Company Short corporate name: MICEX Stock Exchange, CJSC Place of location: Russian Federation, 125009, Moscow, Bolshoy Kislovsky pereulok (alley), house 13 Postal address: Russian Federation, 125009, Moscow, Bolshoy Kislovsky pereulok (alley), house 13 Date of state registration: 2.12.2003 Registration number: 1037789012414 Name of authority undertaking state registration: Interdistrict Tax Inspectorate of the Ministry of Taxes
and Levies of Russia No. 46 for Moscow City
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Licence No. 077-10489-000001 Date of issue: 23.08.2007 Duration of licence: Unlimited Licensing authority: FFMS (Federal Financial Markets Service) of Russia If the issuer is going to apply to Stock Exchange or any other organizer of trading on equity market to get
admission of placed securities to trading via such organizer of trading on equity market, this condition should be mentioned along with assumed term of circulation of securities of the issuer.
The Issuer is going to apply to MICEX Stock Exchange, CJSC to get admission of Exchange-traded bonds to trading during placement. Assumed period of circulation starts from the date of admission of Exchange-traded bonds to trading during placement and lasts up to redemption of Exchange-traded bonds.
Other information on the Stock Exchanges or other organizers of trading on equity market, where placed securities are assumed to be placed and/or circulated, should be mentioned upon consideration of the Issuer:
Prospective buyer of Exchange-traded bonds being the Trader can act on his/her own. If prospective buyer is not the Trader, such person should conclude corresponding agreement with any
Trader and provide the latter with an order to purchase Exchange-traded bonds. Compulsory condition of purchase of Exchange-traded bonds at Stock Exchange while placement is
preliminary reservation of amount of monetary funds sufficient to cover such purchase on account of the Trader in whose name the bid for purchasing Exchange-traded bonds is submitted, opened at Nonbanking Credit Organization, Clearing House of Moscow Interbank Currency Exchange, Closed Joint-Stock company (hereinafter referred to as the “Clearing House of MICEX, CJSC”)
Full corporate name: Nonbanking Credit Organization, Clearing House of Moscow Interbank Currency Exchange, Closed Joint-Stock company
Short corporate name: CH MICEX, CJSC Place of location: 125 009, Russian Federation, Moscow, Sredny Kislovsky pereulok (alley), house
1/13, building 8 Postal address: 125 009, Russian Federation, Moscow, Sredny Kislovsky pereulok (alley), house 1/13,
building 8 At this, reserved sum of monetary funds should be sufficient to cover redemption of all Exchange-
traded bonds mentioned in the bids for purchasing Exchange-traded bonds, inclusive of all commission fees. If conditions of the bonds comply with all above mentioned requirements, such bids should be registered at Stock Exchange and then accepted by the Underwriter at Stock Exchange.
Placed Exchange-traded bonds should be entered to deposit accounts of the buyer of Exchange-traded bonds by the Depositary in compliance with Rules of clearing business undertaken by Clearing organization on equity market and conditions of depository business undertaken by the Depositary.
To close transaction of purchase and sale of Exchange-traded bonds during their placing, potential purchaser should open corresponding deposit account at the Depositary undertaking centralized storage of Exchange-traded bonds of the issue (or in any other depositary acting as a depositor of the Depositary) in advance (before start of Exchange-traded bonds placement). Procedure and terms of deposit accounts opening should be regulated by provisions of regulations of corresponding Depositaries.
Alteration and/or termination of agreements concluded at placement of Exchange-traded bonds should be carried out under and according to procedures provided by the chapter 29 of the Civil Code of Russian Federation.
9.9. Information on possible alteration of market share of shareholders in authorized capital of the Issuer in result of equity securities placement
Market share of shareholders in authorized capital of the Issuer in result of placement of securities will
not be changed.
9.10. Information on expenses relating issue of securities Expenses related issue of Exchange-traded bonds of БО-02 series placed in number equal to 6,000,000
(six million) pieces.
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The following data should be specified: Total amount of expenses of the Issuer relating the issue of Exchange-traded bonds: No more then
1.027% of face value of the issue of Exchange-traded bonds of БО-02 series (or 61,600 thousand rubles). Inclusive of the following sums to be paid off: Sum of paid state due charged according to existing legislation of the Russian Federation on taxes and
dues during securities issue: Issue of Exchange-traded bonds is not subject to state registration. Amount of expenses of the Issuer relating repayment of services of the consultants participating
(participated) in preparation and execution of securities issue and the persons rendering services on placement and/or organization of placement of securities to the issuer: No more then 1% of total face value of Exchange-traded bonds of БО-02 series (60,000,000 rubles).
Amount of expenses of the Issuer relating admission of securities of the issuer to trading by the organizer
of trading on equity market, including entering such securities into quotation list of the Stock Exchange (securities listing): Admission of Exchange-traded bonds to trading during placement at MICEX Stock Exchange, CJSC: 150,000 rubles (exclusive of VAT) + 27,000 rubles (VAT at the rate of 18%) = 177,000 rubles (0.003% of face value of Exchange-traded bonds of БО-02 series).
Amount of expenses of the Issuer relating disclosure of information during securities issue, including
expenses on manufacture of booklets or other printed output relating issue of securities: 100,000 rubles (0.002% of face value of Exchange-traded bonds of БО-02 series).
Amount of expenses of the Issuer relating advertising of placed securities; securities field investigation
(marketing), organization and carrying out meeting with investors, presentation of placed securities (road-show): 50,000 rubles (0.001% of face value of Exchange-traded bonds of БО-02 series).
Other expenses of the Issuer relating securities issue: Certificates storage: 1,061,424 rubles (exclusive of VAT) + 191,056.32 rubles (VAT at the rate of
18%) = 1,252,480.32 rubles (0.021% of face value of Exchange-traded bonds of БО-02 series). If expenses of the Issuer relating issue of securities are paid off by the third parties, this condition should
be specified hereunder and information on such parties and issuer’s expenses paid by them should be disclosed. Expenses of the Issuer are not paid off by the third parties.
9.11. Information on methods and procedure of repayment of funds received as payment for placed equity securities in case of recognition of the issue (additional issue) of equity securities as failed or invalid and in other cases provided by existing legislation of the Russian Federation
If the issue is recognized as failed or invalid and in other cases provided by existing legislation of the
Russian Federation, monetary funds should be repaid to the buyers in order provided by Regulation of Federal Securities Commission of Russia "On procedure of repayment of monetary funds (other property) received by the Issuer as payment for securities of the issue recognized as failed or invalid, to owners of the securities” (approved by Regulation No. 36 of Federal Securities Commission of Russia of September 8, 1998). № 36).
Within 3 (three) days after the date of receipt of official notification on recognition of securities issue as failed or invalid, the Issuer should establish a committee on organization of repayment of funds used to purchase Exchange-traded bonds to the owners of such Exchange-traded bonds.
The committee should undertake the following actions: - to notify owners/nominal holders of Exchange-traded bonds on procedure of repayment of funds
used to purchase Exchange-traded bonds; - to organize repayment of funds used to purchase Exchange-traded bonds to the owners/nominal
holders of Exchange-traded bonds; - to define amount of funds used to purchase Exchange-traded bonds to be repaid to each
owner/nominal holder of Exchange-traded bonds;
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- to compile list of funds used to purchase Exchange-traded bonds to be repaid to the owners/nominal holders of Exchange-traded bonds.
The committee should compile the list of investment funds to be repaid to the owners of securities (hereinafter referred to as the “List”) within 45 days after receiving official notification on recognition of securities issue as failed or invalid. Specified List should be compiled based on the list of securities owners composed by NDC on the date of placement of Exchange-traded bonds of the issue recognized as failed or invalid.
Upon demand of the owner of securities to be withdrawn or other interested persons (including heirs of securities owners), the Issuer should provide them with the List for insight after its approval.
Funds used to purchase Exchange-traded bonds should be repaid to buyers in monetary form. The committee should provide the owners and nominal holders of securities with notification
(hereinafter referred to as the “Notification”) within 2 months after receiving official written notification on recognition of securities issue as failed or invalid. Such Notification should contain the following information:
Full corporate name of securities Issuer: Name of registering authority adopted resolution on recognition of securities issue as failed: Name of the court, date of the plea on recognition of securities issue as invalid, effective date of the
plea on recognition of securities issue as invalid; Full corporate name of the Registrar, its postal address (if the Register of the owners of registered
securities is undertaken by the Registrar); Kind, category (type), series, forms of securities, identification number of securities issue and date of
admission of securities to trading during placement, name of Stock Exchange admitted securities of the issue recognized as failed or invalid, to trading;
Date of cancellation of identification number of securities issue; Surname, name, patronymic (or full corporate name) of securities owner: Place of residence (postal address) of securities owner; Category of securities owner (the first and/or other buyer); Number of securities to be withdrawn from the owner including kind, category (type) and series
specifications; Amount of investment funds to be repaid to securities owner: Procedure and terms of withdrawal of securities from circulation and repayment of investment funds. Indication of the fact, the closure of transactions over securities of the issue recognized as failed or
invalid; Indication of the fact that repayment of investment funds should be executed only after provision of
certificates by securities owners (for securities in documentary form); Address for sending application on repayment of investment funds and contact phones of the Issuer. Form of application on repayment of investment funds by owner of securities should be attached to the
Notification. The committee should publish announcement of procedure of withdrawal of securities and repayment
of investment funds within 2 months after the date of receiving official notification on recognition of securities issue as failed or invalid. Such announcement should be published in periodical printing available for the majority of the owners of securities to be withdrawn (such newspapers as Vedomosti, Amendment to News of Federal service for financial markets, news feeds of AK&M, Interfax). Information should be published via Internet (http://www.aeroflot.ru).
Application of the owner/nominal holder of Exchange-traded bonds on repayment of funds used to purchase Exchange-traded bonds should contain the following data:
Surname, name, patronymic (or full corporate name) of Exchange-traded bonds owner: Place of residence (postal address) of Exchange-traded bonds owner; Sum of funds (in rubles) to be repaid to Exchange-traded bonds owner. Application should be signed by the owner of withdrawn Exchange-traded bonds or his/her
representative. Documents proving authorities of representative of the owner of Exchange-traded bonds should be attached to the application after its signature by the representative.
Application on repayment of funds should be sent by the owner of withdrawn Exchange-traded bonds to the Issuer within 10 days after the date of receipt of Notification by the owner of Exchange-traded bonds.
If the owner of Exchange-traded bonds is not agree with amount of repaid funds mentioned in the Notification, he/she can sent to the Issuer corresponding application within the term provided by the present point. The application should contain reasons and grounds for disagreement of the owner of Exchange-traded bonds and also documents proving his/her arguments.
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The owner of Exchange-traded bonds is entitled to bring a claim for recovery of funds from the Issuer without preliminary submission of application on disagreement with amount and conditions of repayment of funds.
Within 10 days after the date of receipt of application on disagreement with amount of repaid funds submitted by the owner of Exchange-traded bonds, the Committee should consider it and sent the owner of Exchange-traded bonds repeated notification.
In case of disagreement with condition of investment funds repayment provided by repeated notification, the owner of security is entitled to bring a claim for recovery of funds from the Issuer according to existing legislation of the Russian Federation.
After withdrawal of Exchange-traded bonds, the Issuer should execute repayment of funds to the owners of Exchange-traded bonds. At this, term of repayment should not exceed 1 month.
Repayment of funds should be executed by transfer of funds to account of the owner of Exchange-traded bonds or in other way provided by existing legislation of the Russian Federation or by the contract between the Issuer and the owner of Exchange-traded bonds.
Methods and procedure of repayment of monetary funds in other cases provided by existing legislation of the Russian Federation, are similar to above described procedure of repayment of funds in case the issue is recognized as failed or invalid, if the other method and/or procedure is not provided by the law or other regulations.
Repayment of monetary funds should be executed by the Issuer. Effects of non-fulfillment or undue fulfillment of obligations concerning repayment of funds received as
payment for placed securities by the Issuer and punitive measures applicable to the Issuer: In case of Issuer’s non-fulfillment or undue fulfillment of obligations concerning repayment of funds
received as payment for placed Exchange-traded bonds, along with repayment of delayed sums the Issuer should repay interest to the owners of Exchange-traded bonds according to clause 395 of Civil Code of the Russian Federation.
Any other substantial information on methods and procedure of repayment of funds received as payment for placed Exchange-traded bonds is absent.
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X. Additional information on the Issuer and placed equity securities
10.1. Additional information on the Issuer
10.1.1. Information on amount, structure of authorized (joint-stock) capital (unit trust) of the Issuer
In case of placement of securities by the Issuer being commercial organization, the following information
should be specified: Amount of authorized (joint-stock) capital (unit trust) of the Issuer on the date of approval of the
Prospectus: RUR 1,110,616,299 (one billion one hundred ten million six hundred sixteen thousand two hundred ninety nine rubles).
In case of joint-stock company: breakdown of authorized capital of the Issuer to ordinary and preferred shares with indication of total face value of each category of shares and amount of fraction of each category of shares in authorized capital of the Issuer:
Ordinary shares: Total face value: RUR 1,110,616,299 Amount of share in authorized capital, %: 100 Preferred shares: No any. If fraction of shares of the Issuer is circulated out of the boundaries of the Russian Federation, according
to foreign law and by means of circulation of overseas securities certifying rights of the Issuer to the specified shares, this fact should be mentioned hereunder and the following information should be disclosed in addition:
Category (type) of share circulated out of the Russian Federation; Ordinary shares. Fraction of shares circulated out of the borders of the Russian Federation in total number of share of the
same category (type): 2.42%
Name: Functions of bank-custody is perfumed by Douche Bank, Limited Liability Company Place of location of foreign issuer of securities certifying rights of Issuer’s shares of certain category
(type): Russian Federation, Moscow, Sadovnicheskaya naberezhnaya, house 82/2 Summary of program (type of program) of issue of securities by foreign issuer certifying rights to certain
category (type) of shares: Securities of Aeroflot, OJSC are circulated overseas in form of global depositary receipts (GDR) of the
first level at Frankfurt Stock Exchange (over-the-counter securities market). One GDR is equal to 100 of ordinary shares. Function of depositary bank are performed by Bankers Trust Company, and functions of custody bank are performed by Douche Bank.
Features of GDR
Type of program Ticker ISIN Number
114А AERAY ISIN US0077711085
Reg S AERZF ISIN US0077712075
Information on getting permission from Federal Executive body for equity market for admission of
securities of corresponding category (type) of the Issuer to trading out of the boundaries of the Russian Federation. Permission from Federal Executive body is not required.
Name of foreign organizer of trading (organizers of trading) responsible for circulation of overseas securities certifying rights relating Issuers’ securities (if such circulation takes place): GDR are traded at Frankfurt Stock Exchange (over-the-counter securities market).
Other information concerning circulation of Issuer’s securities out of the boundaries of the Russian Federation should be specified at discretion of the Issuer: GDR (global depositary receipts) of Aeroflot, OJSC were listed by Newex, Australian Stock Exchange on March 14, 2001. Trading of GDR (global depositary receipts) of Aeroflot, OJSC was started at the third segment of Frankfurt Stock Exchange on March 1, 2002. GDR (global depositary receipts) of the first level. One GDR is equal to 100 of ordinary shares. As of 30.09.2009, 26,929,200 of ordinary securities of Aeroflot, OJSC have been converted to GDR.
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10.1.2. Information on alteration of amount of authorized (joint-stock) capital (unit trust) of the Issuer
If during the last 5 completed financial years previous to the date of approval of the Prospectus, and if the
Issuer has been performing its activities for less then 5 years, during each financial year completed before the date of approval of the Prospectus, alteration of amount of authorized (joint-stock) capital (unit trust) of the Issuer took place, it should be specified hereunder:
Amount of authorized capital of the Issuer is the same since 1999.
10.1.3. Information on foundation and usage of reserve and other funds of the Issuer According to point 3.12 of “Regulation concerning disclosure of information by issuers of equity
securities” (Order No. 06-117/пз-н of FFMS (Federal Financial Markets Service) of Russia of 10.10.2006), information is not provided therein.
10.1.4. Information on procedure of convocation and holding of the meeting (conference) of the higher Regulatory body of the Issuer
According to point 3.12 of “Regulation concerning disclosure of information by issuers of equity
securities” (Order No. 06-117/пз-н of FFMS (Federal Financial Markets Service) of Russia of 10.10.2006), information is not provided therein.
10.1.5. Information on commercial organizations in which the Issuer holds no less then 5 percent of authorized (joint-stock) capital (unit trust) or no less then 5 percent of ordinary shares
Information on commercial organizations in which the Issuer holds no less then 5 percent of authorized
(joint-stock) capital (unit trust) or no less then 5 percent of ordinary shares should be specified hereunder: For each organization the following data should be specified: Full corporate name: Aeroflot-Plus, Closed Joint-Stock Company Short corporate name: Aeroflot-Plus, CJSC, associated company Place of location: Russian Federation, 125167, Leningradskoye chosse (highway), house 37, block 9 Share of the Issuer in authorized capital of the Company, %: 100 Fracture of ordinary shares of the entity owned by the Issuer, %: 100 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Full corporate name: Avia-Leasing, Limited Liability Company Short corporate name: Avia-Leasing, LLC Place of location: Place of location: 125167, Russia, Leningradsky prospect, house 37, building 9 Share of the Issuer in authorized capital of the Company, %: 100 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Full corporate name: Sherotel, Closed Joint-Stock Company Short corporate name: Sherotel, CJSC Place of location: 141400, Moscow district, Khimki, Sheremetyevo-2, building 3 Share of the Issuer in authorized capital of the Company, %: 100 Fracture of ordinary shares of the entity owned by the Issuer, %: 100 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Full corporate name: ALT Reiseburo A/C company
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Short corporate name: ALT Reiseburo A/C Place of location: 1620 Denmark, Copenhagen, Westerbrogait 6D Share of the Issuer in authorized capital of the Company, %: 100 Fracture of ordinary shares of the entity owned by the Issuer, %: 100 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Full corporate name: Aeroflot-Riga, Limited Liability Company Short corporate name: Aeroflot-Riga,
LLC Place of location: LV-1010 Latvia, Riga Skolas street, house 9 Share of the Issuer in authorized capital of the Company, %: 100 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Full corporate name: Moskwa, Insurance company, Open Joint-Stock Company Short corporate name: IC Moskwa, OJSC Place of location: Place of location: 121205, Russia, Novy Arbat street, house 36, building 9 Share of the Issuer in authorized capital of the Company, %: 100 Fracture of ordinary shares of the entity owned by the Issuer, %: 100 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Full corporate name: Aeroflot-Cargo, Closed Joint-Stock Company Short corporate name: Aeroflot-Cargo, CJSC Place of location: 141580, Russia, Moscow district, Solnechnogorsky area, Dubrovky village,
Aeroportovaya street, building 2 Share of the Issuer in authorized capital of the Company, %: 100 Fracture of ordinary shares of the entity owned by the Issuer, %: 100 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Full corporate name: DONAVIA, Open Joint-Close Company Short corporate name: DONAVIA, OJSC Place of location: Place of location: 344009, Russia, Rostov-on-Don, Sholokhova street, house 272 Share of the Issuer in authorized capital of the Company, %: 100 Fracture of ordinary shares of the entity owned by the Issuer, %: 100 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Full corporate name: Aeroflot-Finance, Limited Liability Company Short corporate name: Aeroflot-Finance, LLC Place of location: Russian Federation, 127051, Moscow, Petrovka street, house 20/1 Share of the Issuer in authorized capital of the Company, %: 100 Share of the entity in authorized capital of the Issuer, %: 0.99 Fracture of ordinary shares of the Issuer owned by the entity, %: 0.99 Full corporate name: Terminal, Open Joint-Close Company Short corporate name: Terminal, OJSC Place of location: 141400, Moscow district, Khimki, Sheremetyevo-2, property 3, office 1109 Share of the Issuer in authorized capital of the Company, %: 52.82 Fracture of ordinary shares of the entity owned by the Issuer, %: 52.82 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Full corporate name: Aeromar, Closed Joint-Stock Company Short corporate name: Aeromar, CJSC Place of location: 141426, Moscow district, Khimki, Sheremetyevskoye chosse (highway), property 31 Share of the Issuer in authorized capital of the Company, %: 51 Fracture of ordinary shares of the entity owned by the Issuer, %: 51 Share of the entity in authorized capital of the Issuer, %: 0
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Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Full corporate name: Nordavia-Regionalnye Avialinyiy (Nordavia-Regional Airlines), Closed Joint-
Stock Company Short corporate name: Nordavia, CJSC Place of location: 163053, Russia, Arkhangelsk, Talagy Airport Share of the Issuer in authorized capital of the Company, %: 51 Fracture of ordinary shares of the entity owned by the Issuer, %: 51 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Full corporate name: Aeroport-Moskwa (Airport-Moscow), Limited Liability Company Short corporate name: Aeroport-Moskwa, LLC Place of location: 123340, Moscow district, Khimki area, Sheremetyevo-1 Share of the Issuer in authorized capital of the Company, %: 50 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Full corporate name: DEIT, Closed Joint-Stock Company Short corporate name: DEIT, CJSC Place of location: Place of location: 125829, Russia, Leningradsky prospect, house 64, office 129 Share of the Issuer in authorized capital of the Company, %: 50 Fracture of ordinary shares of the entity owned by the Issuer, %: 50 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Full corporate name: AM-Terminal, Limited Liability Company Short corporate name: AM-Terminal, LLC Place of location: 124340, Russia, Moscow, K-340, Sheremetyevo Airport Share of the Issuer in authorized capital of the Company, %: 49 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Full corporate name: Transnautic Aero GmbH company Short corporate name: Transnautic Aero GmbH company Place of location: Place of location: Germany, 60549, Frankfort on the Main, Airport, Cargo City Zud,
building 639A Share of the Issuer in authorized capital of the Company, %: 45 Fracture of ordinary shares of the entity owned by the Issuer, %: 45 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Full corporate name: AeroMASH - Aviatsionnaya Bezopasnost (AeroMASH - Aviation Safety), Closed
Joint-Stock Company Short corporate name: AeroMASH-AB, CJSC Place of location: 141400, Moscow district, Khimki, Sheremetyevo-2, property 3, room 1147 Share of the Issuer in authorized capital of the Company, %: 45 Fracture of ordinary shares of the entity owned by the Issuer, %: 45 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Full corporate name: Aerofirst, Closed Joint-Stock Company Short corporate name: Aerofirst, CJSC Place of location: 141400, Russia, Moscow district, Khimki, Sheremetyevo-2, plot 309 Share of the Issuer in authorized capital of the Company, %: 33.33 Fracture of ordinary shares of the entity owned by the Issuer, %: 33.33 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0 Full corporate name: Toplivno-zapravochny Complex Sheremetyevo, CJSC (Fuel filling complex of
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Sheremetyevo) Short corporate name: TZC Sheremetyevo, CJSC Place of location: 141000, Russia, Moscow district, Khimki area, Sheremetyevo International Airport Share of the Issuer in authorized capital of the Company, %: 31 Fracture of ordinary shares of the entity owned by the Issuer, %: 31 Share of the entity in authorized capital of the Issuer, %: 0 Fracture of ordinary shares of the Issuer owned by the entity, %: 0
10.1.6. Information on substantial transactions closed by the Issuer According to point 3.12 of “Regulation concerning disclosure of information by issuers of equity
securities” (Order No. 06-117/пз-н of FFMS (Federal Financial Markets Service) of Russia of 10.10.2006), information is not provided therein.
10.1.7. Information on credit ratings of the Issuer If credit rating is (ratings are) awarded to the Issuer and/or securities of the Issuer, for each of credit
ratings known to the Issuer for the last 5 completed financial years and if the Issuer has been performing its activities for less then 5 years, for each completed financial year, the following data should be specified:
1. Object of credit rating (the Issuer, securities of the Issuer): the Issuer. Value of credit rating on the date of approval of the Prospectus:
Agency Scale Rating Forecast
International scale in foreign currency BB+ Stable
International scale in national currency BB+ Stable
Fitch Ratings
National scale (Russia) AA(rus) Stable
History of credit rating alteration for the last 5 completed financial years previous to the date of approval
of the Prospectus:
Agency Scale Date of rating award Rating Forecast
International scale in foreign currency
15.03.2010 BB+ Stable
International scale in national currency
15.03.2010 BB+ Stable
Fitch Ratings
National scale (Russia) 15.03.2010 AA(rus) Stable
Full corporate names: Fitch Ratings Short corporate names: Fitch Ratings Place of location of organization giving credit rating: 123056, Russian Federation, Moscow Gesheka
street, house 7, building 1 Address of Internet page of open access where information on methods of credit rating award is posted
(published): http://www.fitchratings.ru/media/methodology/banks/banksRatingMethodology.pdf Other information on credit rating to be specified at discretion of the Issuer: No any. 2. Object of credit rating (the Issuer, securities of the Issuer): the Issuer. Value of credit rating on the date of approval of the Prospectus:
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Agency Scale Rating Forecast
Rating Agency AK&M National scale (Russia) A+ Positive
History of credit rating alteration for the last 5 completed financial years previous to the date of approval
of the Prospectus, and if the Issuer has been performing its activities for less the 5 years, for each financial year completed before the date of approval of the Prospectus, including specification of credit rating and date of its award (alteration):
Agency Scale Date of rating award Rating Forecast
15.12.2008 A+ Positive
01.11.2007 A+ Positive
21.11.2006 A+ Stable
Rating Agency AK&M National scale (Russia)
01.07.2005 A+ Stable
Full and short corporate names (or name for non-commercial organization): Reitingovoye agentstvo
“Analiz, Konsultatsiyi I Marketing” (Analysis, Consultations and Marketing, Rating Agency), Closed Joint-Stock Company, “AK&M”, CJSC
Place of location of organization giving credit rating: 119 333, Russian Federation, Moscow Gubkina street, house 3
Description of the methods of credit rating award or address of Internet page of open access where information on methods of credit rating award is posted (published):
Evaluation was made according to “Methods of credit rating of enterprises” by AK&M, Rating Agency. In the course of credit rating of Aeroflot, OJSC, analysis of company state and evaluation of its
capabilities relating discharge of debentures was undertaken. Rating of credit quality was evaluated based ob analytical estimation of set of indexes, such as:
• Level of debt load; • Financial risks; • Credit history; • Production risks; • Market risks; • Indexes of efficiency of financial and business activities; • Industry risks; • Dynamism of development; • Organizational risks. Results of conducted analysis show that majority of indexes characterizing economical position of
Aeroflot, OJSC are up to high level, thus creating preconditions for high rating of credit quality of the enterprise. Seven out of nine evaluated parameters of credit quality got rating of category "A" and higher. At this, observed dynamics of production and financial indexes and analysis of major trends of company development gives room to assert that most probably substantial deterioration of such indexes will not take place in future.
Such set of estimations of indexes of credit quality and forecasts of their alteration, allows to confirm rating category A+ by national rating scale awarded to Aeroflot , OJSC along with positive forecasts.
Rating A+ with positive forecast means that Aeroflot, OJSC should be attributed to class of debtors with higher level of reliability. Risk of undue performance of obligations is negligible.
Other information on credit rating should be specified at discretion of the Issuer: Results of rating of credit quality of Aeroflot, OJSC is published via news feed of AK&M, Internet site of AK&M and in other mass media.
10.2. Information on each category (type) of Issuer’s shares The present point should be filled with the Issuers being joint-stock companies and should be repeated in
full for each category (type) of placed shares of the Issuer. For each category (type) of shares the following information should be specified: Category of shares: Ordinary shares. Face value of each share: 1 ruble.
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Number of shares being in circulation: 1,110,616,299 pieces. Number of supplement shares being in process of placement (number of shares of additional issue which
report on issue results haven't been registered yet with state registering authority): 0 pieces. Number of authorized shares: 250,000,000 pieces. Number of shares being on the balance sheet of the Issuer: 11,000,000 pieces, shares are held in trust Number of supplement shares that can be placed as result of either conversion of placed securities to be
converted into shares, or performing obligations under Issuer’s options: 0 pieces. State registration number and date of state registration:
Date of state registration:
Registration number:
22.06.1995 73-1"п"-5142 01.02.1999 1-02-00010-А
Rights empowered by the shares to their owners: 1) Each ordinary share of the Company grants the shareholder being its owner equal measure of
rights. Each ordinary share provides its owner with one voice at general meeting of shareholders, excluding cases provided by the present Articles of association.
2) According to Federal law “On joint-stock companies” and the present Articles of association, the shareholders being owners of ordinary shares of the Company are entitled to participate in general meeting of shareholders and vote against all issues of their competence, and also are entitled to receive dividends and in case of liquidation of the Company, to receive part of Company’s property. The shareholders of the Company are entitled to alienate the shares owned by them without consent of other shareholders and the Company.
3) The shareholders being owners of voting shares are entitled to demand the Company to redeem the shares owned by them in full or in part, in the following cases: - reorganization of the Company or closure of major transaction, which should be approved by resolution adopted by general meeting of shareholders if such shareholders voted against adoption of resolution on reorganization or approval of aforementioned transaction or abstained from voting for the issues specified;
- alteration and amendment of the Articles of association of the Company or approval of new edition of the Articles of association of the Company limiting their rights, if such shareholders voted against adoption of corresponding resolution or abstained from voting.
4) List of shareholders entitled to demand the Company to redeem the shares owned by them should be compiled based on information of the Register of Company shareholders on the date of compilation of the list of persons entitled to participate in general meeting of shareholders, which agenda includes such issues voting against which may cause creation of right to request redemption of shares. Total sum of funds directed for redemption of shares by the Company, cannot exceed 10 percent of value of Company net assets on the date of adoption of resolution causing creation of shareholders' right to demand Company’s redemption of the shares owned by them.
5) Redemption of shares should be carried out by the Company at the price set by the Board of directors of the Company, however, the price should be no lower then the market price to be evaluated by independent surveyor without taking into consideration alterations caused by actions performed by the Company that caused creation of right to demand evaluation and redemption of shares.
6) The shares repaid by the Company in case of its reorganization, should be redeemed at repayment. The shares repaid by the Company in other cases provided by point 1 of clause 75 of the Federal law “On Joint-Stock Companies” should be controlled by the Company. Specified shares do not provide vote and should not be taken into account at calculation of votes, and dividends should not be accrued on such shares. Such shares should be sold at their market price within one year after the date of repayment; otherwise, general meeting should adopt resolution on reduction of authorized capital of the Company by redemption of specified shares.
By resolution of Federal Securities Commission of Russia No. 04-168/p of January 23, 2004, above mentioned issues of securities of Aeroflot, OJSC were consolidated, consequently issues of ordinary registered uncertified shares of Aeroflot, OJSC were given with state registration number 1-01-00010-А of January 23, 2004.
By resolution of Federal Securities Commission of Russia No. 04-168/p of January 23, 2004, above mentioned issues of securities of Aeroflot, OJSC were consolidated, consequently issues of ordinary registered uncertified shares of Aeroflot, OJSC were given with state registration number 1-01-00010-А of January 23, 2004.
Other information on the shares should be specified at discretion of the Issuer: No any.
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10.3. Information on previous issues of equity securities of the Issuer except Issuer’s shares
Information on previous issues of Issuer’s securities except its shares should be disclosed separately for
the issues comprising of redeemed (cancelled) securities, the issues of outstanding securities, and the issues comprising of securities undercharged of the Issuer’s obligations.
10.3.1. Information on the issues comprising of redeemed (cancelled) securities For each issue comprising of redeemed (cancelled) securities, the following information should be
specified: Kind: bonds Series: 01 Form: documentary Other identification features of securities: interest-bearing documentary exchange-traded bearer bonds
of 01 series with mandatory centralized storage and public subscription. State registration number of securities issue: 4-01-00010-А Date of state registration of securities issue: February 28, 2001 Name of registering authority (authorities) undertaking state registration of securities issue (additional
issue): Federal Securities Commission of Russia Number of securities of the issue: 600,000 pieces. Amount of issued securities at the face value: RUR 600,000,000 Maturity date of redemption of securities of the issue: 31.03.2002 Grounds for redemption of securities of the issue: Discharge of obligations on securities. Kind: bonds Series: 02 Form: documentary Other identification features of securities: interest-bearing documentary exchange-traded bearer bonds
of 02 series with mandatory centralized storage and public subscription. State registration number of securities issue: 4-02-00010-А Date of state registration of securities issue: of February 27, 2002 Name of registering authority (authorities) undertaking state registration of securities issue (additional
issue): Federal Securities Commission of Russia Number of securities of the issue: 1,000,000 pieces. Amount of issued securities at the face value: RUR 1,000,000,000 Maturity date of redemption of securities of the issue: 15.03.2004 Grounds for redemption of securities of the issue: Discharge of obligations on securities.
10.3.2. Information on the issues comprising of outstanding securities Information on total number and volume of all outstanding (not redeemed) securities of the Issuer of each
separated kind at their face value (if face value is defined for such kind of securities), should be disclosed hereunder. Specified securities are absent.
10.3.3. Information on the issues comprising of undercharged securities (in default) Information on total number and volume of all securities of the Issuer of each separate kind at their face
value (if face value is defined for such kind of securities), if obligations on securities of such issue are not discharged or unduly discharged (default) (in case of commencement of due date of such obligations), should be disclosed hereunder. There are no such securities.
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10.4. Information on the person (persons) providing backing of bonds of the issue
If the Issuer places undercharged backed bonds, hereunder the Issuer should input information on the
person (persons) providing backing for placed bonds. If the Issuer has two or more issues of backed bonds, simultaneously registered by state registering authority, information disclosed in the present point should be repeated for each bonds issue separately.
The Issuer has no undercharged securities.
10.5. Conditions of enforceability (ensuring performance of obligations) under bonds of the issue
If the Issuer places undercharged bonds backed by collateral, guarantee, bank guarantee, state or
municipal guarantee, the following information should be specified for each issue separately: The Issuer has no undercharged securities.
10.5.1. Conditions of enforceability (ensuring performance of obligations) under bonds backed by mortgage collateral
The Issuer did not place bonds backed by mortgage collateral.
10.6. Information on organizations accounting rights to equity securities of the Issuer
The person keeping Register of the owners of securities of the issuer (the issuer, the registrar) should be
specified for the issuers being Joint-Stock companies and also other issuers of registered securities. If the Register of the owners of registered securities of the issuer is kept by the Registrar, the following
information should be specified: Full and short corporate names: Natsionalnaya registratsionnaya companiya (National Registering
Company), Closed Joint-Stock Company; NRC, CJSC Place of registrar location: 121357, Russian Federation, Moscow Veresaeva street, house 6 Number, date of issue, duration of registrar license for keeping register of securities owners, authority
issuing the license: Licence No. 10-000-1-00252 Date of issue: 6.09.2002 Duration of licence: Not specified. Authority issuing the licence: Federal Securities Commission of Russia Other information on keeping register of issuer's securities owners should be specified at discretion of the
Issuer: Date starting from which the specified registrar keeps the register of issuer's securities owners: 28.06.1999 If documentary securities with mandatory centralized storage of the issuer are circulated, this fact should
be specified hereunder along with full and short corporate names and place of location of the depositary (depositaries): The issuer does not have securities being circulated.
10.7. Information on regulations on issues of import and export of capital which may influence payment of dividends, interest and other sums due to non-residents
According to point 3.12 of “Regulation concerning disclosure of information by issuers of equity
securities” (Order No. 06-117/пз-н of FFMS (Federal Financial Markets Service) of Russia of 10.10.2006), information is not provided therein.
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10.8. Description of taxation scheme applicable to yield on placed equity securities and equity securities to be placed by the Issuer
1. Taxation of revenues of legal entities received on bonds of the Issuer in form of dividends Russian company paying off revenue to tax payers in form of dividends is recognized as Fiscal Agent.
In this case, the organization should define sum of tax separately for each tax payer applicable to each repayment of specified revenue according to provisions of clause 275 of Tax Code of the Russian Federation (hereinafter referred to as the “TC RF”). Such Russian organization is liable to deduce tax out of tax payer revenue in form of dividends and transfer it to the budget within 10 days after the date of repayment (point 4 of clause 287 of TC RF).
a) Russian organizations Tax rate is defined by provisions of clause 284 of TC RF and is equal to: 0% on revenues collected in form of dividends under condition that 50-percent contribution (share)
in authorized (joint-stock) capital (unit fund) of paying dividends organization or deposit receipts entitling to receive dividends to the sum equal at least 50 percent of total sum of dividends paid have been in ownership of payee organization for al least 365 days on the day next to the date of adopting resolution on dividends payment, and also under condition that price of purchase and/or acceptance to ownership of contribution (share) in authorized (joint-stock) capital (unit fund) of paying dividends organization or deposit receipts entitling to receive dividends exceeds 500 billion rubles according to existing legislation of the Russian Federation.
9% on revenues received by Russian organizations specified below from Russian and foreign organizations in form of dividends.
Sum of tax to be deduced out of revenues of tax payer being payee of dividends, should be charged by fiscal agent by following formula:
T = K *Ct*(d – D), where T – sum of deducible tax; K – ratio of sum of dividends to be distributed to benefit of tax payer being dividends payee to total sum
of dividends to be distributed by fiscal agent; Ct – corresponding rate of tax set in subpoints 1 and 2 of point 3 of clause 284 of Civil Code of the
Russian Federation. d – total sum of dividends to be distributed by fiscal agent to benefit of all tax payers being dividends
payees; D – total sum of dividends received by fiscal agent itself within the current reporting (tax) period and
the previous reporting (tax) period (except of dividends specified in subpoint 1 of point 3 of clause 284 of TC RF) by the moment of dividends distribution to benefit of tax payers being dividends payees, under condition that such sums of dividends were not taken into account before, at evaluation of tax base defined in relation to revenues received by fiscal agent in form of dividends.
If value of H is negative, there is no duty regarding tax payment and compensation from the budget is not provided.
b) Foreign legal entities having permanent representative office in the Russian Federation or not. Rate of tax should be defined according to clause 284 of TC RF and is equal to 15% for revenues
received by foreign organizations from Russian organizations in form of dividends. If dividends payee is a foreign organization permanently located in foreign state concluded agreement
(convention) on avoidance of double taxation with Russian Federation, the documents of confirmation of permanent location of such organization in corresponding state should be provided to apply above mentioned agreement (convention) according to provisions of point 1 of clause 312 of TC RF. Confirmation should be presented to fiscal agent before payment of revenue.
Repayment of previously deduced tax should be done based on application and documents of confirmation submitted by foreign payee of revenue to the tax authority where corresponding fiscal agent is registered, within 3 years after expiration of tax period of revenue payment.
2. Taxation of revenues of legal entities in form of interest on bonds of the Issuer Taxation of interest charged within the term of keeping bonds on balance of tax payer being Russian
organization or foreign organization, should be undertaken in order and under conditions prescribed by chapter 25 of TC RF at rate of tax equal to 20%.
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Sum of tax should be set by tax payer on its own, based on results of each reporting (tax) period. Tax payable after expiration of tax period, should be paid off no later by March 28, of the year next to
expired tax period. Quarter advance payments should be executed no later then within 28 days after the end of quarter and
should be accounted for payment of tax for corresponding tax period. Monthly advance payments should be executed no later then by 28th day of each month of current
reporting period and accounted at execution of quarter advance payments. Tax payers computing monthly advance payments by profit actually made should execute advance
payments no later then by 28th day of the month next to the month of tax computation. Revenue on bonds which redemption period covers more then one reporting period, should be
recognized as received and included into structure of revenues by the end of corresponding reporting period. In case of redemption of bonds before expiration of reporting period, revenue should be recognized as received and included into structure of revenues on the date of redemption.
If dividends payee is an organization permanently located in foreign state concluded agreement (convention) on avoidance of double taxation with Russian Federation, irrespective of the fact if such organization has permanent representative office on the territory of the Russian Federation or not, the documents of confirmation of permanent location of such organization in corresponding state should be provided to apply above mentioned agreement (convention), according to provisions of point 1 of clause 312 of TC RF. Confirmation should be presented to fiscal agent before payment of revenue.
Fiscal agent has to transfer corresponding sum of tax within three days after payment (transfer) of monetary funds of foreign organization or acquisition of any other income by foreign organization.
Repayment of previously deduced tax should be executed based on application and proving documents submitted by foreign revenue payee to tax authority where corresponding fiscal agent is registered within 3 years after expiration of tax period of revenue payment (point 2 of clause 312 of TC RF).
If foreign organization entitled to receive revenue provides confirmation specified in point 1 of clause 312 of TC RF to fiscal agent paying revenue before the date of payment of revenue subject to preferential taxation in the Russian Federation according to international contract made between Russian Federation (if any), such revenue should be set free of tax withholding or tax withholding should be done at reduced rates.
Repayment of previously deduced tax should be executed based on application and documents of confirmation submitted by foreign revenue payee to tax authority where corresponding fiscal agent is registered within 3 years after expiration of tax period of revenue payment (point 2 of clause 312 of TC RF).
3. Taxation of revenues of the legal entities received by selling securities of the Issuer a) Russian organizations or permanent representative offices of foreign legal entities in Russian
Federation Rate of tax is 20%. According to point 2 of clause 280 of TC RF, revenues of tax payer received by selling or by other
retirement of securities (including redemption), should be defined based on price of selling or other retirements of security, the sum of accumulated interest (coupon) revenue paid off by the buyer to tax payer and sum of interest (coupon) revenue paid off by the Issuer to tax payer. At this, sums of interest (coupon) revenue previously accounted while taxation, should not be included into tax payer revenue received from selling or other retirement of securities.
Expenses rising from selling or other retirement of securities, should be defined based on purchase price of such security (inclusive of expenses for security purchase), expenses for security selling, sum of accumulated interest (coupon) revenue paid off by tax payer to seller of security. At this, sums of accumulated interest (coupon) revenue previously accounted while taxation, should not be included into sum of expenses.
For purposes of chapter 25 of TC RF, securities are recognized as circulating at organized equity market only if the following conditions are observed:
1) if securities are admitted to trading by at least one market maker entitled by national legislation; 2) if information on prices (quotations) is published via mass media (including electronic ones), or may
be presented by market maker or any other authorized person to any interested person within three years after the date of execution of operations with securities;
3) if market quotations are calculated by securities, in cases provided by existing national legislation. Herein the legislation of the state on which territory securities are traded (closure of civil transactions
causing transfer of ownership right for securities either on or out of organized equity market) is understood as national legislation.
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For purposes of chapter 25 of TC RF, weighted average price of security by transactions executed within trading day via market maker is understood as market quotation. If two or more market makers close transactions featuring the same security, tax payer is entitled to select market quotation evaluated by one of market makers. If weighted average price is not calculated by market maker, half of sum of maximal and minimal prices of transactions closed during trading day via such market maker are taken as weighted average price.
Part of interest (coupon) yield payable according to conditions of such security issue calculated in proportion to number of days passed since the date of security issue or the date of repayment of corresponding coupon yield up to the date of transaction closure (up to the date of security transfer) is understood as accumulated interest (coupon) yield.
For purposes of taxation, actual price of selling or other retirement of securities is recognized as market price of securities traded on organized equity market, if such price falls into interval between minimal and maximal prices of transactions (price interval) with specified security registered by market maker on equity market on the date of corresponding transaction closure. In case of closing transaction by market maker, the date of trading during which corresponding transaction with security is closed, is understood as the date of transaction closure. If security is sold out of organized equity market, the date of setting all substantial conditions of security transfer (i.e., date of contract signature) is recognized as the date transaction closure.
If two or more market makers close transactions featuring the same security, tax payer is entitled to select market maker whose price interval should be used by taxpayer for taxation purposes.
If information on price interval on the date of transaction closure is not available from market makers on equity market, the taxpayer should accept price interval for selling securities calculated based on data received from market makers on equity market dated by nearest trading day before the date of corresponding transaction closure if such securities were traded by market maker at least once within the last 12 months.
If tax payer follows the order prescribed above, actual price of selling or other retirement of securities falling within corresponding price interval should be recognized as market price for purposes of taxation.
In case of selling securities traded on organized equity market at price lower then minimal price of transactions on organized equity market, minimal price of transaction on organized equity market is accepted at definition of financial result.
Relating securities not traded on organized equity market, actual price of selling or other retirement of such securities is accepted for purposes of taxation under condition of meeting al least one of the following conditions:
1) if actual price of corresponding transaction is within price interval of similar (identical, uniform) security registered by market maker at equity market on the date of transaction closure or on the date of the nearest trading executed before closure of corresponding transaction if such securities were traded by market maker at least once within the last 12 months;
2) if variation of actual price of corresponding transaction is within 20 percent upwards or downwards from weighted average price of similar (identical, uniform) security calculated by market maker at equity market according to rules set by such market maker by results of trading on the date of transaction closure or on the date of the nearest trading executed before closure of corresponding transaction if such securities were traded by market maker at least once within the last 12 months;
If information on results of trading with similar (identical, uniform) securities is not available, actual price of transaction is accepted for purposes of taxation if specified price differs for no more then 20 percent from calculated price of such security which can be defined on the date of closing transaction with such security taking into account specific conditions of closed transaction, features of trading and price of security and other indicators information on which can be used as grounds for such calculation. For evaluation of calculated price of security, tax payer should employ methods of cost estimation provided by existing legislation of Russian Federation, on its own or by drawing in surveyor. For determination of calculated price of debenture security, refinancing (interest) rate by Central bank of Russian Federation can be used. If tax payer defines calculated price of security on its own, employed method of price estimation should be fixed by accounting policy of the tax payer.
Tax base for operations with securities should be defined by tax payer separately, except of tax base for operations with securities defined by professional participants of equity market. At this, tax payer (except of professional participants of equity market undertaking dealer business) should define tax base for operations with securities traded on organized equity market separately of tax base for operations with securities not traded on organized equity market.
Professional participants of equity market (including banks) not performing dealer business should set the order of formation of tax base for operations with securities traded on organized equity market and tax base for operations with securities not traded on organized equity market in accounting policy for purposes of taxation.
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At this, tax payer should select kinds of securities (traded on organized equity market or not traded on organized equity market) by operation with which other receipts and expenditures defined in accordance with chapter 25 of TC RF should be included into receipts and expenditures at formation of tax base.
At selling or other retirement of securities, tax payer should select one of the following methods of charging off price of retired securities according to accounting policy accepted for purposes of taxation:
1) by value of the first purchases (FIFO); 2) by value of the last purchases (LIFO); 3) by value of the unit. Tax payers incurred loss (losses) by operations with securities in the previous tax period or in the
previous tax periods, are entitled to reduce tax base received by operations with securities in reporting (tax) period (shift losses to future) in order and under conditions set by clause 283 of TC RF.
At this, losses by transactions with securities not traded on organized equity market, incurred in previous tax period (periods), can be charged to reduction of tax base by transactions with such securities set in reporting (tax) period.
At this, losses by transactions with securities traded on organized equity market, incurred in previous tax period (periods), can be charged to reduction of tax base of transactions on selling securities of this kind.
During tax period, transfer of losses incurred in corresponding reporting period by transactions with securities traded at organized equity market and securities not traded at organized equity market to future, should be performed separately for specified categories of securities and within the limits of profits received by transactions with such securities.
Revenues received by transactions with securities traded at organized equity market, cannot be deduced of expenses or losses incurred by transactions with securities not traded at organized equity market.
Revenues received by transactions with securities not traded at organized equity market, cannot be deduced of expenses or losses incurred by transactions with securities traded at organized equity market.
Tax payer is entitled to transfer losses to future within ten years next to tax period of such loss in the order stated by clause 283 of TC RF. Tax payer is entitled to transfer sum of loss incurred in the previous tax period to the current tax period.
Similarly, the loss transferred to the next year can be transferred in full or in part to any of nine following years taking into account provisions of the second paragraph of point 2 of clause 283 of TC RF.
If tax payer bears losses during more then one tax period, transfer of such losses to future should be done according to the order such losses were incurred in.
Sum of tax should be set by tax payer on its own, based on results of each reporting (tax) period. Tax payable after expiration of tax period, should be paid off by March 28, of the year next to expired
tax period. Quarter advance payments should be executed within 28 days after the end of the quarter and should
be accounted as payment of tax for corresponding tax period. Monthly advance payments should be executed no later then by 28th day of each month of current
reporting period and accounted at execution of quarter advance payments. Tax payers computing monthly advance payments by profit actually made should execute advance
payments no later then by 28th day of the month next to the month of tax computation. b) Foreign legal entities having no permanent representative office in the Russian Federation Russian or foreign organization performing activities in the Russian Federation via its permanent
representative office (fiscal agents) paying revenues to foreign organization, should deduce sum of tax out of revenues of such foreign organization at each payment (transfer) of monetary funds to such organization or in case of any other receipt of revenues by such foreign organizations if the contrary is not provided by TC RF.
Rate of tax is 20% of total sum of revenue or 20% of total sum of revenues deduced of expenses (point 1 of clause 310 of TC RF), if the contrary is not provided by TC RF.
Fiscal agent has to transfer corresponding sum of tax within three days after payment (transfer) of monetary funds of foreign organization or other receipt of revenue by foreign organization.
According to subpoint 5 of point 1 of clause 309 of TC RF, revenues received by selling shares of Russian companies which assets comprise immovable property located on the territory of the Russian Federation for more then 50 percent, and also by selling financial instruments derived from such shares, should be put into category of revenues received by foreign organization which are not connected with its business activities in Russian Federation and should be attributed to revenues of foreign organization received from sources in Russian Federation. Taxes deduced from the source of revenue payment should be charged to such revenues.
At this, revenues received by securities trading at foreign Stock Exchanges (from foreign market makers) or by trading financial instruments derived from such securities and traded on such Stock Exchanges, are not recognized as revenues received from Russian Federation sources.
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According to pp. 1 of clause 309 of TC RF, revenues received by sale or other retirement of bonds by foreign legal entities having no permanent representative office in the Russian Federation, are not subject to taxation deduced from the source of revenue payment.
According to point 4 of clause 309 of TC RF, at evaluation of tax base for revenues mentioned in subpoint 5 of point 1 of clause 309 of TC RF, sums of such revenues can be deduced of expenses in order provided by clauses 268 and 280 of TC RF.
Specified expenses of foreign organization should be accounted at evaluation of tax base if by the date of such expenses fiscal agent deducing tax from revenues is provided with data on such expenses documentary proved by the foreign organization.
If foreign organization entitled to receive revenue provides confirmations specified in point 1 of clause 312 of TC RF to fiscal agent paying revenue before the date of payment of revenue subject to preferential taxation in the Russian Federation according to international contract made by Russian Federation (if any), such revenue should be set free of tax withholding or tax withholding should be done at reduced rates.
Repayment of previously deduced tax should be executed based on application and confirmation documents submitted by foreign revenue payee to tax authority where corresponding fiscal agent is registered within 3 years after expiration of tax period of revenue payment (point 2 of clause 312 of TC RF).
4. Taxation of revenues of natural persons received on bonds of the Issuer in form of dividends According to point 2 of clause 214 of TC RF, if source of revenue payment in form of dividends is
Russian organization, the latter is recognized as fiscal agent and should define sum of tax for each tax payer per each payment of such revenue in order provided by clause 275 of TC RF at rate of tax provided by point 4 of clause 224 of TC RF.
a) Natural persons being tax residents of the Russian Federation Rate of tax for revenue of natural persons is 9% if such persons are tax residents of the Russian
Federation. Computation of tax sum should be done without taking into account revenues received by tax payer
from other fiscal agents and sums of tax deduced by other fiscal agents. Fiscal agents should deduce charged sum of tax directly from revenues of tax payer at actual payment
of such revenues. Charged sum of tax should be deduced from any monetary funds payable by fiscal agent to tax payer at actual payment of specified monetary funds to tax payer or to third parties by tax payer’s order.
If fiscal agent is not able to deduce the tax, it has to notify tax authority where this fiscal agent is registered on such inability in written form within 1 month. After receipt of tax notification from tax authority, tax payer have to pay tax on his/her own within 60 calendar days after the date of delivery of the notification.
If the tax is not deduced, tax payer should declare income and pay the tax on his/her own. In general, return of tax should be submitted no later then by April 30 of the next year and payment should be executed no later then by July 15 of the next year. If payments are stopped during a year, return of income actually received should be submitted within 5 days after the date of discontinuance of payment. In case discontinuance of activities in the Russian Federation and exit from the country, foreign citizen should file return of tax no later then 1 month before such exit. Payment of tax should be executed within 15 calendar days after filing return of tax.
Sum of tax to be withdrawn of revenues of tax payer being payee of dividends, should be charged by fiscal agent by following formula: T = K *Ct*(d – D),
where T – sum of deducible tax; K – ratio of sum of dividends to be distributed to benefit of tax payer being dividends payee to total sum
of dividends to be distributed by fiscal agent; Ct – corresponding rate of tax set in subpoints 1 and 2 of point 3 of clause 284 of TC RF. d – total sum of dividends to be distributed by fiscal agent to benefit of all tax payers being dividends
payees; D – total sum of dividends received by fiscal agent itself within the current reporting (tax) period and
the previous reporting (tax) period (except of dividends specified in subpoint 1 of point 3 of clause 284 of TC RF) by the moment of dividends distribution to benefit of tax payers being dividends payees, under condition that such sums of dividends were not taken into account before, at evaluation of tax base defined in relation to revenues received by fiscal agent in form of dividends.
If value of H is negative, there is no duty regarding tax payment and compensation from the budget is not provided (point 2 of clause 275 of TC RF).
b) Natural persons who are not tax residents of the Russian Federation
If Russian organization being fiscal agent pays dividends to natural person being non-resident of the Russian Federation, tax base of tax payer being dividend payee for every similar payment should be defined as sum of dividends payable, at this rate of tax equal to 15% should be applied to such sum.
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For the sake of exemption from tax, tax deduction or other tax benefits, tax payer should provide corresponding tax authority with official confirmation of the fact of its being resident of the state having made contract (agreement) on avoidance of double taxation with Russian Federation effective during corresponding tax period (of part of tax period). Such confirmation can be provided either before payment of tax or during one year after completion of tax period by which results tax payer claims to get exemption from tax, tax deduction or tax benefits.
5. Taxation of income of natural persons in form of interest on bonds of the Issuer Interest and/or discount are considered as revenues on the bonds. According to point 3 of clause 43 of
TC RF, any income declared (stated) in advance including revenue in form of discount, earned on debenture of any kind irrespective of mode of its official registration, is recognized as interest.
Interest received from Russian organization being the Issuer, should be attributed to revenues received from sources in Russian Federation based on subpoint 1 of point 1 of clause 208 of TC RF. Interest payable on bonds placed by a joint-stock company is not exempted from personal income tax.
Rate of personal income tax: a) 13% for natural persons being tax residents of the Russian Federation; b) 30% for natural persons being not tax residents of the Russian Federation;
According to clause 226 of TC RF, Russian organization being source of tax payer revenue or causing tax payers earning revenue in course mutual business, is recognized as fiscal agent and undertakes to calculate and deduce sum of tax from tax payer and pay it off.
If the tax is not deduced by fiscal agent, tax payer should declare income and pay the tax on his/her own. In general, return of tax should be filed no later then by April 30 of the next year and payment should be executed no later then by July 15 of the next year. If payments are discontinued during a year, return of income actually received should be filed within 5 days after the date of discontinuance of payment. In case discontinuance of activities in the Russian Federation and exit from the country, foreign citizen should file return of tax no later then 1 month before such exit. Payment of tax should be executed within 15 calendar days after filing return of tax.
For the sake of exemption from tax, tax deduction or other tax benefits, tax payer should provide corresponding tax authority with official confirmation of the fact of its being resident of the state having made contract (agreement) on avoidance of double taxation with Russian Federation effective during corresponding tax period (of part of tax period). Such confirmation can be provided either before payment of tax or during one year after completion of tax period by which results tax payer claims to get exemption from tax, tax deduction or tax benefits.
6. 3. Taxation of revenues of natural persons received by selling placed securities of the Issuer
a) Natural persons being tax residents of the Russian Federation Rate of tax is equal to 13% for natural persons being tax residents of the Russian Federation. According to point 3 of clause 214.1. of TC RF, income (loss) by operations of securities sale should be
defined as sum of total revenues earned by transactions with securities of corresponding category closed during tax period deduced of losses.
Income (loss) by securities purchase and sales transactions should be defined as difference between sum received by selling securities and sum of expenses for purchase, selling and storage of securities actually incurred by tax payer (including expenses reimbursable to professional participant of equity market).
Income (loss) by purchase and sales transactions with securities traded on organized equity market, should be decreased (increased) by sum of interest payable for using monetary funds drawn for execution of securities purchase and sales transaction within the sum calculated based on existing refinancing (interest) rate by Central Bank of Russia.
Amount of loss by transaction with securities traded on organized equity market, should be defined by taking into account limits of securities market price variations.
If losses of tax payer caused by purchase, sale and storage of securities, cannot be directly attributed to losses for purchase, sale and storage of particular securities, such losses should be distributed in proportion to price estimation of securities which share specified losses are accounted to. Price estimation of securities should be defined on the date of such losses execution.
Tax payer should be provided with deduction of tax to amount of expenses actually incurred and documentary proved. Deduction should be provided at calculation of tax and its payment to budget from source of revenue payment (broker, trust manager or other person executing operations under contract of agency or other similar agreement to benefit of tax payer) or after expiration of tax period at filing tax return to tax authority.
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Tax base of securities purchase and sales transactions should be defined as income earned by securities transactions closed during tax period.
Tax base of purchase and sales operations with securities of given category should be deduced of loss incurred by transactions with securities traded on organized equity market closed during tax period.
Tax base by securities purchase and sales operations should be defined after expiration of tax period. Calculation and payment of sum of tax should be executed by fiscal agent after expiration of tax period or at execution of payment of monetary funds to tax payer before expiration of the regular tax period.
Payment in cash or transfer of monetary funds to bank account of natural person or to account of the third person upon request of the natural person should be understood as payment of monetary funds.
In case of impossibility of tax deduction, fiscal agent (broker, trust manager or other person executing operations under contract of agency, commission contract or other similar agreement to benefit of tax payer) should notify tax authority on such fact within 1 month.
Natural persons selling securities, should file tax return to tax authority where corresponding person is registered on expiration of the year. Tax return should be filed no later then by April 30 of the next year, and payment of tax should be executed no later then July 15. In case of discontinuation of payments during the year, return of actually received income should be filed within 5 days since the date of payments discontinuation. In case discontinuance of activities in the Russian Federation and exit from the country, foreign citizen should file return of tax no later then 1 month before such exit. Payment of tax should be executed within 15 calendar days after filing return of tax.
b) Natural persons who are not tax residents of the Russian Federation
Rate of tax is equal to 30% for natural persons who are not tax residents of the Russian Federation. Specifics of definition of tax base by selling securities is stated by clause 214.1. of TC RF. For the sake of exemption from tax, tax deduction or other tax benefits, tax payer should provide
corresponding tax authority with official confirmation of the fact of its being resident of the state having made contract (agreement) on avoidance of double taxation with Russian Federation effective during corresponding tax period (of part of tax period). Such confirmation can be provided either before payment of tax or during one year after completion of tax period by which results tax payer claims to get exemption from tax, tax deduction or tax benefits.
10.9. Information on declared (charged) and paid off dividends on Issuer’s shares and revenues on Issuer’s bonds
According to point 3.12 of “Regulation concerning disclosure of information by issuers of equity
securities” (Order No. 06-117/пз-н of FFMS (Federal Financial Markets Service) of Russia of 10.10.2006), information is not provided therein.
10.10. Other information Any other information is not provided.
