12 October 2023
JSC Rosselkhozbank intends to repay the nominal value and pay the coupon on or before 24 October 2023 (the coupon period is from 16 April 2023 to 16 October 2023) on Eurobonds issued by RSHB CAPITAL S.A. (ISINs: XS0979891925, US74973DAJ81). To receive the nominal value and the coupon due to the holders of Eurobonds accounted for by depositories outside the Russian Federation, JSC Rosselkhozbank requests from the holders of securities who are residents of the Russian Federation or of any country outside the list of unfriendly countries * the documents (as per the List given below) confirming their rights to Eurobonds as of 13 October 2023 to the bank’s official email address: OFERTA@RSHB.ru on or before 18 October 2023. The letter’s subject line shall specify “Information on the Holder of Eurobonds Issued by RSHB CAPITAL S.A.”
* The List of Unfriendly Countries as approved by Decree No. 430-r dated 5 March 2022 (as subsequently amended by Russian Government Decrees No. 2018-r dated 23 July 2022 and No. 3216-r dated 29 October 2022, including any future amendments/additions).
Original documents**(or their duly certified copies) specified in the List shall be submitted to the dispatch office of JSC Rosselkhozbank at 10, Bldg 2, Presnenskaya Emb., 123112, Moscow, on or before 18 October 2023.
** All hard-copy originals issued in a foreign country under foreign law must be accompanied with a notarized Russian translation.
Copies of hard-copy originals referred to in 1 and 2 of the List, drawn up and issued in a foreign country under foreign law, will be acceptable if duly legalized (or not legalized if so provided by international treaties signed by the Russian Federation). They must be drawn up in Russian or any foreign language (with a notarized Russian translation).
Instead of the documents listed in Clause 3, the Bank may at its own discretion accept another document that confirms a holder’s title to the number of RSHB Capital S.A. Eurobonds owned by it and recognised in the account of that holder of RSHB Capital S.A. Eurobonds with a foreign entity that registers title to securities if it meets the requirements of the Bank.
List of Documents:
1) For individuals – duly certified copies of personal identity documents listed in Appendix 1 to Regulation of the Bank of Russia No. 499-П dated 15 October 2015 On the Identification by Credit Institutions of Customers, Customer Representatives, Beneficiaries and Beneficial Owners in Order to Counter the Legalisation (Laundering) of Proceeds of Crime and Financing of Terrorism (hereinafter the “Regulation of the Bank of Russia”).
2) For legal entities and other unincorporated entities – duly certified copies of documents containing identification information of customers qualifying as legal entities and unincorporated foreign entities, beneficiaries qualifying as legal entities and unincorporated foreign entities in accordance with Clause 1 of Appendix 2 to the Regulation of the Bank of Russia. (The appropriate list of documents will be made available at the specific request of a legal entity, with regard to the jurisdiction of its incorporation.)
3) One of the following documents confirming (as of 13 October 2023) the status of holders of Eurobonds issued by RSHB CAPITAL S.A. and persons exercising rights under Eurobonds issued by RSHB CAPITAL S.A., the relevant number of Eurobonds issued by RSHB CAPITAL S.A. and registered in the account of the holder of Eurobonds issued by RSHB CAPITAL S.A. opened with a foreign entity authorized under its proper law to register securities and the conveyance of title thereto :
3.1 A custody account statement to serve as proof of holding, issued by a foreign depository (a hard-copy original conforming to the legalisation requirements, with a notarised Russian translation);
If a hard-copy original fails to meet the legalisation requirements, the original of the said document (with a notarised Russian translation) must be delivered simultaneously with the following document:
An evidence review protocol drawn by a Russian Federation notary seeking to ascertain evidence by reviewing information available online, on the page of the account of an RSHB Capital S.A. Eurobond holder with a foreign depository, as required by Articles 102 and 103 of the Fundamentals of Russian Federation Law on Notaries dated 11 February 1993 No. 4462-1;
3.2. An extract from a foreign broker who registers securities and the conveyance of title thereto (including a broker who, in addition to registering securities and the conveyance of title thereto, engages under its proper law in broker’s activities in the securities market) (a hard-copy original conforming to legalisation requirements, with a notarised Russian translation).
If a hard-copy original fails to meet the legalisation requirements, the original of the said document (with a notarised Russian translation) must be delivered simultaneously with the following document:
An evidence review protocol drawn by a Russian Federation notary seeking to ascertain evidence by reviewing information available online, on the page of the account of an RSHB Capital S.A. Eurobond holder with a foreign broker, as required by Articles 102 and 103 of the Fundamentals of Russian Federation Law on Notaries dated 11 February 1993 No. 4462-1;
4) Document containing a link to the official website of the competent authority that issued the licence (permit) or included the foreign depository and/or foreign broker specified in Clause 3 of this list in the list (register) of entities authorised to register and transfer rights to securities.
5) Bank details of the holder of Eurobonds issued by RSHB CAPITAL S.A., mentioned in Clause 3 of this list, to transfer payments on Eurobonds issued by RSHB CAPITAL S.A. in Russian roubles.
6) Copy of the Agreement with a professional securities market participant managing Eurobonds in a foreign infrastructure.
To receive the nominal value and coupon on Eurobonds issued by RSHB CAPITAL S.A., the holders shall enter into the Agreement as per the form provided by JSC Rosselkhozbank to confirm their consent to receive payments in Russian roubles and waiver of potential future claims against JSC Rosselkhozbank, subject to transfer of the specified payments to the holder of Eurobonds issued by RSHB CAPITAL S.A.
The Bank guarantees strict confidentiality of the information provided by investors.
This communication is for information purposes only, it is not an offer or an invitation to make an offer, and it shall not oblige the Bank to take any action or to enter into any transactions in respect of the Eurobonds under consideration.