NSD Reports Signing of Shareholder Agreement

Top Quote National Settlement Depository (NSD), Russia's only settlement depository servicing the full range of debt and equity securities of Russian issuers, reports that a shareholder agreement has been signed on 30 June 2011. End Quote
  • (1888PressRelease) July 02, 2011 - MOSCOW - Prior to the signing of the agreement the company's Extraordinary General Meeting of shareholders approved new versions of NSD's Charter, Regulations on the General Meeting of Shareholders, Regulations on the Supervisory Board, and Regulations on the Executive Board. Thus the agreement on basic corporate governance principles elaborated by the company's shareholders in the course of NSD's formation has been legally confirmed.

    Sergei Shvetsov, Deputy Chairman of the Bank of Russia, Chairman of the Board of Directors, MICEX, pointed out: "In order to give the market participants an opportunity to develop a product range, tariff model and to establish control over price and quality characteristics of NSD's services we made decision to attract the customers to manage the company by means of their participation in the company's share capital. This initiative was implemented on basis of One Participant - One Share principle with consequent signing of the shareholder agreement and making amendments in NSD's Charter and other internal documents. These amendments formalized the customers' rights to manage the central depository and limited the major shareholder's (MICEX) rights in respect of formation of NSD's management bodies and with regard to the company's financial and economic activities."

    In the course of the media briefing held after NSD's Extraordinary Meeting of Shareholders,
    Ruben Aganbegyan, President of MICEX, Deputy Chairman of the Supervisory Board of NSD, commented on the new development: "This is a momentous event in respect of preparation of NSD to its role of a central depository. We have formed a unique management structure officially included into the company's corporate governance principles and the Charter. We have travelled a long way together; we appreciate all shareholders' contribution to the development of the corporate governance model for NSD."

    Eddie Astanin, Chairman of the Executive Board, NSD, said: "The shareholder agreement determines NSD's corporate governance principles developed and approved by MICEX Group's shareholders; the principles were partially implemented in NSD's corporate governance practice in 2010-2011. This experience has been successful. The practical objective of the signed agreement is to provide a balance of interests of the major and minority shareholders with regard to the company's management. To date NSD has 32 shareholders; that's why the shareholder agreement is of key importance for the corporate governance system of NSD, being a part of MICEX Group and striving to get a status of a Central depository."

    Vladimir Gusakov, Vice President, member of the Management Board of MICEX, added: "NSD is a closed joint stock company, but this is not an opaque organization. According to the shareholder agreement every year up to five major customers may become its shareholders and get the rights to take part in the company's management. A price of "joining" NSD (i.e. a price of one share) is established by the shareholder agreement and is connected with the company's net assets' value."

    Natalia Sidorova, Head Securities Services, ING Commercial Banking, said: "I am happy that today the shareholder agreement between the minority shareholders and MICEX was signed. It is a result of a long and scrupulous joint work with lawyers and other shareholders. It is worth pointing out that an opportunity of conclusion of shareholder agreements has been stipulated by Russian legislation two years ago; but in fact our shareholder agreement was the first one signed in respect to shares of such an important company in the market as NSD. Moreover, it is crucial to understand the essence of the shareholder agreement; it means that all shareholders who signed it, including minority shareholders, agreed on joint rights and obligations as well on a way of settlement of differences. It is also important that the agreement in based on NSD's corporate governance principles, i.e. the minority shareholders understand how Russia's future central depository operates."

    Mikhail Bratanov, Director of Depository, ROSBANK (OJSC JSCB), commented on the event: "Signing of the agreement in fact demonstrates to the market participants who see consolidation processes occurring in the market the MICEX Group's willingness to follow the principle of formation of a transparent corporate governance system in the one of backbone institutions striving to become a central depository. It is no secret that for many market participants their influence on this institution's operations and development represents a crucial issue for obvious reasons. This agreement is a very important step towards this."

    New versions of NSD's Regulations on the General Meeting of Shareholders, Regulations on the Supervisory Board, and Regulations on the Executive Board are to come into effect since the date of receipt of a registered new version of NSD's Charter.

    About NSD

    National Settlement Depository (NSD) is the largest settlement depository in Russia, a part of the MICEX Group, servicing on-exchange and OTC transactions with all types of debt and equity securities of Russian issuers and providing settlement services to participants in financial markets of the Russian Federation. NSD provides storage of global certificates and depository accounting for 99% of corporate bond issues, sub-federal and municipal bond issues. It services 100% of transactions conducted in the federal bond and the Bank of Russia bond markets, more than 99% of transactions conducted in the corporate and regional bond markets, the majority of transactions with equities and also services UIT units and securities of foreign issuers.
    In accordance with agreements concluded between NSD and the Bank of Russia, NSD acts as a settlement center for the organized securities market. NSD is Russia's national numbering agency and the substitute numbering agency for the CIS, authorized to assign the international ISIN and CFI codes.

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