Federal law "ON BANK FOR DEVELOPMENT"

 

Passed by the State Duma  April 20, 2007
Approved by the Federation Council  May 4, 2007
Published in «Rossiyskaya gazeta» May 24, 2007

 

 Chapter I. General Provisions

 Article 1. Relations regulated by this Federal Law

This Federal Law establishes the legal status, organizational principles, incorporation and business purposes, reorganization and liquidation procedures for the bank for development – a state corporation ‘Bank for Development and Foreign Economic Affairs (Vnesheconombank)’ (hereinafter referred to as Vnesheconombank).

Article 2. Legal status of Vnesheconombank

1. Vnesheconombank is a state corporation established by the Russian Federation, and its status, business purposes, functions and powers are established by this Federal Law, other federal laws and regulatory legal acts of the Russian Federation.

2. Vnesheconombank has its own seal with the Russian Federation State Emblem and its full name imprinted on it.

3. Vnesheconombank shall have its location in the city of Moscow.

4. Full name of the state corporation shall be state corporation ‘Bank for Development and Foreign Economic Affairs (Vnesheconombank)’. Short name of the state corporation – Vnesheconombank.

Article 3. Business Purposes and Functions of Vnesheconombank

1. Vnesheconombank shall act to promote competitiveness of the Russian Federation economy, its diversification, encouragement of investment activity through investment, foreign economic, insurance, consultancy and other activity contemplated hereby in order to implement projects in the Russian Federation and abroad, including projects involving foreign capital, aimed at development of infrastructure, innovations, special economic zones, environmental protection, support of export of Russian goods, works and services, as well as small and medium business support.

2. Vnesheconombank is entitled to be engaged in business activity insofar as to achieve the purposes set forth in item 1 of this Article, which activity shall conform to such purposes. Vnesheconombank’s profits generated from its activity shall be directed to Vnesheconombank’s funds and used exclusively for the purposes set forth in item 1 of this Article.

3. To achieve its business purposes, Vnesheconombank shall exercise the following basic functions:

1) financing of investment projects aimed at development of infrastructure and implementation of innovative projects, including financing in the form of loans or interest in business organizations’ capital;

2) issuance of bonds or other securities in accordance with Russian Federation laws;

3) making arrangements for loans and attraction of loans and borrowings, including those in the financial markets;

4) purchase of stakes (shares, stock) in charter capital of business entities, as well as in investment and mutual investment funds;

5) exercise of rights and performance of obligations of a currency control agent set forth for authorized banks;

6) issuance of guarantees to legal entities for third parties (save for individuals, including sole proprietors);

7) purchase of rights to demand fulfilment of monetary obligations from third parties and issuance of equity securities secured by such rights to demand;

8) arrangement of export credit loan and investment insurance against business and/or political risks in accordance with items 6-9 hereof;

9) participation in transactions contemplating payment by the parties thereto of sums depending on change of price for goods and securities, exchange rate of a specific currency, interest rate and inflation level, in order to minimize the risks on operations carried out;

10) participation in implementation of federal target programs and government investment programs, projects, including foreign economic projects, among them governmental support of industrial exports (goods, works and services) provided for by federal laws and other regulatory legal acts;

11) in the manner set forth by the Russian Federation Government, participation in investment projects of national significance implemented on public-private basis, as well as projects to create infrastructure and other facilities to secure functioning of special economic zones;

12) leasing operations;

13) servicing of budgetary loans when such loans are extended to support Russian industrial product exports, including construction of facilities abroad and supply of complete installations, issuance of bank guarantees for Russian companies taking part in international bidding, and performance of export contracts signed;

14) arrangement for and carrying out of expert examination of investment projects and draft export contracts of Russian exporters, including arrangement of expert examination for engineering and technical solutions;

15) participation in small and medium business support schemes by way of financing credit organizations and legal entities supporting small and medium business;

16) monitoring of compliance by legal entities with the regulations of projects implemented in association with Vnesheconombank;

17) cooperation with international organizations for development, foreign corporations and institutions for development and participation in implementation by international associations for development of projects in the Russian Federation;

18) participation in associations, unions and other non-profit organizations being or having been established in the Russian Federation and abroad to promote economic development and investment;

19) establishment of branches and opening of representative offices as well as registration of legal entities in the Russian Federation and abroad;

20) participation in financial and guarantee support of exports of the Russian-made goods, including issuance of state guarantees to Russian exporters of industrial products (goods, works, services), Russian and foreign banks extending loans to Russian exporters, foreign importers, non-resident banks and foreign states, in connection with industrial products (goods, works, services) exports;

21) participation in carrying out of operations on registration of utilization, servicing and repayment of state credits extended by the Russian Federation to foreign countries, and by foreign countries – to the Russian Federation, and making international settlements on such credits and loans;

22) performance in accordance with the established procedures, of works related to use of information comprising State secret and other types of confidential information and ensuring its protection.

4. In exercising its functions, Vnesheconombank shall carry out the following banking operations:

1) attraction of monetary funds of legal entities taking part in implementation of Vnesheconombank’s projects, in the form of deposits;

2) opening of and maintaining bank accounts of legal entities taking part in implementation of Vnesheconombank’s projects, correspondent accounts with the Russian Federation Central Bank, credit institutions in the Russian Federation, foreign banks and international settlement and clearing centers;

3) investment of attracted funds indicated in Item 1 above in its own name and for its own account;

4) clearing payments ordered by legal entities, including those taking part in implementation of Vnesheconombank’s projects, including correspondent banks;

5) purchase and sale of foreign currency in cash and non-cash forms;

6) collection of cash, bills, payment documents and cash services for legal entities taking part in implementation of Vnesheconombank’s projects;

7) provision of bank guarantees to legal entities taking part in implementation of Vnesheconombank’s projects.

5. To implement its projects, ensure liquidity and risk management, Vnesheconombank shall carry out dealer, depositary, securities management activity in the securities market and also act as trustee for monetary funds and other property, including that in the state ownership.

6. In order to arrange export loan and investment insurance against political and/or business risks, Vnesheconombank shall establish an open joint-stock company. Vnesheconombank shall exercise shareholder rights of the company mentioned based on decisions taken by the Supervisory Board of Vnesheconombank. A trade name of the company may include the official name of the Russian Federation or Russia, as well as any words derived therefrom.

7. The principal business objective of the open joint-stock company mentioned above in item 6 hereof shall be to provide insurance services related to export of Russian goods/works/services and make investments outside the Russian Federation. In doing so, the company shall provide export loans and investment insurance against political and/or business risks to Russian exporters of goods/works/services, Russian investors engaged in investment outside the Russian Federation, their foreign counterparties under respective transactions, as well as Russian and foreign credit institutions engaged in crediting of respective transactions.

8. Export loan and investment insurance against business and/or political risks shall be provided by the open joint-stock company mentioned above in item 6 hereof in accordance with the procedure established by the Government of the Russian Federation, without obtaining any authorization (license).

9. The procedure for providing export loan and investment insurance against business and/or political risks shall, in particular, define:

1) requirements for insurance rules, including requirements for parties to insurance contracts, objects of insurance, sums of insurance, insurance premiums, insurance rates, insurance risks, insured events, and the procedure for concluding and executing insurance contracts;

2) requirements for ensuring financial stability of the open joint-stock company mentioned above in item 6, including formation and utilization of the insurance fund, other funds and provisions;

3) requirements for activities of the open joint-stock company mentioned above in item 6 in connection with financial support to be provided to the company by Vnesheconombank in the form of guarantees and/or in other forms, as well as state support in accordance with the budgetary legislation of the Russian Federation, in particular, in the form of subsidies, budgetary investment and state guarantees of the Russian Federation;

4) procedures and forms of control over activities of the open joint-stock company mentioned above in item 6.

Article 4. Legal regulation of Vnesheconombank activity

1. Legal status of Vnesheconombank is regulated by this Law, other Russian Federation federal laws and regulatory legal acts adopted on the basis thereof.

2. Laws on banks and banking shall apply to Vnesheconombank activity to the extent that it does not contradict hereto and with due regard to specific features established hereby.

3. Provisions of legislation on banks and banking, regulating the following procedures, shall not apply to Vnesheconombank:

1) state registration of credit institutions and issuance of banking license to such institutions;

2) credit institution liquidation or reorganization;

3) provision of information on credit institutions activity;

4) performance of certain banking operations and transactions contradictory to the procedures contemplated by this Law and laws on banks and banking;

5) application of credit institution stability and financial soundness standards, and compliance with other mandatory requirements and regulations.

4. The provisions of the Russian Federation Civil Code set forth for credit institutions (banks) shall apply to the relationships developing through exercise by Vnesheconombank of the functions contemplated hereby.

5. Provisions of paras 3, 5, 7, 10 and 14 of Article 32 of the Federal Law ‘On Non-Profit   Organizations’ #7-FZ dated January 12, 1996, governing the procedures to monitor the activity of non-profit organizations, shall not apply to Vnesheconombank.

6. Vnesheconombank’s core operations, investment and financial activity indicators, quantitative control of borrowings, limits, basic terms and conditions, procedures and time terms of loan extension, interest in charter capital of economic entities, issuance of guarantees shall be set forth in the Memorandum on Vnesheconombank financial policies (hereinafter the Memorandum) to be approved by the Russian Federation Government.

7. Procedures for drafting of Memorandum, its contents and validity shall be set forth by the Russian Federation Government.

8. Functions, powers and operating procedures of Vnesheconombank’s governing bodies are set forth hereby, as well as by the provision on Vnesheconombank’s supervisory board to be approved by the Russian Federation Government, and provision on the governing bodies of Vnesheconombank to be approved by the supervisory board of Vnesheconombank’.

Article 5. Property of Vnesheconombank

1. Property of Vnesheconombank shall be formed out of property received as a result of reorganization of the Bank for Foreign Economic Affairs of the USSR, assets contribution by the Russian Federation, income generated from Vnesheconombank’s activities, voluntary assets contributions and donations as well as out of other legal inpayments and earnings.

2. Vnesheconombank shall not be liable for obligations of the Russian Federation. The Russian Federation shall not be liable for obligations of Vnesheconombank.

3. Vnesheconombank shall use its properties solely for accomplishment of the purposes it has been created for.

Article 6. Relations between governmental and local authorities and Vnesheconombank

1. Governmental authorities of the Russian Federation, authorities of its constituent entities, local authorities shall not be entitled to intervene into the activity of Vnesheconombank once the purposes set forth hereby have been achieved, except for cases provided for by federal laws.

2. The Russian Federation Government shall:

1) appoint to and relieve of their positions, members of the supervisory board of Vnesheconombank;

2) approve the provision on the supervisory board of Vnesheconombank;

3) approve the Memorandum;

4) exercise other functions contemplated hereby.

3. Control of compliance with the Memorandum shall also be exercised through submission on an annual basis of Vnesheconombank’s annual financial statement auditor’s report in respect of the same and conclusion drawn by Vnesheconombank’s Internal Audit on the audit results of the annual financial statements and other documents provided for hereby.

4. Memorandum may specify additional information (additional materials) subject to submission to the Russian Federation Government and the Russian Federation Central Bank and submission time terms.

 

Chapter 2. Financial statements and audit of Vnesheconombank

 

Article 7. Accounts of Vnesheconombank

1. A reporting year for Vnesheconombank shall be set from January 1 until December 31 of the calendar year, inclusive of both dates.

2. Vnesheconombank shall keep its books in accordance with the accounting principles established for Russian Federation credit institutions and with due regard to bookkeeping specific features set forth by the Russian Federation Central Bank.

3. Annual report of Vnesheconombank shall be compiled on an annual basis by April 30 of the year following the reporting year, and shall be approved by the supervisory board of Vnesheconombank by June 15 of the year following the reporting year.

4. Annual report of Vnesheconombank, including its annual financial statements, shall be subject for mandatory promulgation.

5. Annual report of Vnesheconombank shall include a report on Vnesheconombank’s performance in the reporting period, annual financial statements, cash flow report, capital flow report, profits allocation report, report on creation and use of Vnesheconombank’s reserves and funds.

76. Vnesheconombank’s annual financial statements shall include balance sheet and profit and loss statement.

Article 8. Audit of Vnesheconombank

1. To audit Vnesheconombank’s annual financial statements, the supervisory board shall on a tender basis select an auditing firm and determine its remuneration.

2. The auditing firm shall perform a mandatory audit of Vnesheconombank’s annual financial statements before its approval by the supervisory board of Vnesheconombank.

3. Auditors’ report shall be subject to mandatory promulgation together with Vnesheconombank’s annual financial statements.

4. Internal audit at Vnesheconombank shall be performed by Vnesheconombank’s Internal Control. Internal Control operating procedures shall be set forth by the supervisory board of Vnesheconombank.

5. The supervisory board of Vnesheconombank shall be entitled to pass a resolution on extraordinary audit of Vnesheconombank’s accounts on terms and conditions set forth in items 1-3 of this Article.

 

Chapter 3. Vnesheconombank’s Administration

 

Article 9. Vnesheconombank’s Governing Bodies

1. Vnesheconombank’s governing bodies shall consist of the supervisory board of Vnesheconombank and Vnesheconombank’s chairman.

2. Remuneration and (or) reimbursement of costs to Vnesheconombank’s board members shall be approved by the supervisory board of Vnesheconombank.

3. Remuneration and (or) reimbursement of costs to the members of Vnesheconombank’s supervisory board shall be approved by the Russian Federation Government.

 Article 10. Vnesheconombank’s Supervisory Board

1. Vnesheconombank’s supervisory board is its supreme governing body. The supervisory board shall consist of 8 members and Vnesheconombank’s chairman.

2. Chairman of the Russian Federation Government shall be the chairman of Vnesheconombank’s supervisory board.

3. Vnesheconombank’s Chairman shall be on the supervisory board ex officio.

4. Vnesheconombank’s supervisory board members shall be appointed by the Russian Federation Government for a term of five years.

5. The members of the supervisory board of Vnesheconombank, except for Vnesheconombank’s Chairman, shall not be Vnesheconombank’s regular employees.

6. Dismissal of a member of Vnesheconombank’s supervisory board from the public service shall not result in termination of his office on the supervisory board.

7. Vnesheconombank’s supervisory board members not being public employees shall carry out their activity on a contractual basis in accordance with the Russian Federation laws.

8. Powers of a member of Vnesheconombank’s supervisory board may be terminated before term by decision of the Russian Federation Government. Should that occur, a new member shall be appointed to the supervisory board by the Russian Federation Government within two months.

Article 11. Session of Vnesheconombank’s Supervisory Board

1. Vnesheconombank’s supervisory board shall be convened by the chairman of supervisory board or ant member of the supervisory board duly authorized by the supervisory board chairman, as required, but at least once a quarter.

2. Vnesheconombank’s supervisory board shall be entitled to pass resolutions, if at least half of its members are present at a session. Resolutions shall be passed by simple majority of votes of those present. For tie vote cases, the vote of the supervisory board session chair shall be decisive.

3. Sessions of Vnesheconombank’s supervisory board shall be presided by Vnesheconombank’s supervisory board chairman or, in its absence, - by any supervisory board member duly authorized by the chairman.

4. Minutes of Vnesheconombank’s supervisory board session shall be signed by the session chair that will be responsible for its accurateness. Opinion of Vnesheconombank’s supervisory board members in minority shall be included in the minutes upon request.

5. Extraordinary session of Vnesheconombank’s supervisory board shall be convened by the chairman of Vnesheconombank’s supervisory board or on request of Vnesheconombank’s Internal Control or the auditing firm performing a mandatory audit of Vnesheconombank’s annual financial statements.

Article 12. Powers of Vnesheconombank’s supervisory board

1. In exercising the functions entrusted upon Vnesheconombank, its supervisory board shall:

1) identify principal directions of Vnesheconombank’s activity based on the Memorandum approved by the Russian Federation Government;

2) approve the provision on Vnesheconombank’s governing bodies;

3) approve the provision on Vnesheconombank’s branches and representative office;

4) approve Vnesheconombank’s annual report;

5) approve Vnesheconombank’s financial income and expense plan (budget), formation of reserves and funds as well as income, reserve and fund disposition procedures;

6) resolve on establishment of branches, opening of representative offices and registration of legal entities;

7) approve the auditing firm selected on a tender basis to perform annual audit of Vnesheconombank’s annual financial statements;

8) hear the reports by Vnesheconombank’s chairman on the Vnesheconombank’s activities;

9) decide on appointment of Vnesheconombank’s Internal Control head and premature terminations of its powers;

10) resolve on issue of Vnesheconombank’s bonds and set the securities issuance procedures in accordance with the Russian Federation laws;

11) specify Vnesheconombank’s investment and financial activity parameters within the powers granted to it by the Memorandum;

12) approve transactions or a series of related transactions in respect of purchase, alienation or possible alienation of Vnesheconombank’s property with book value of 10 or more per cent of Vnesheconombank’s equity (capital) as of the latest reporting date immediately preceding the date of approving such transactions;

13) exercise other powers contemplated hereby.

2. Vnesheconombank’s supervisory board shall not be entitled to assign its powers contemplated hereby, to Vnesheconombank’s Board or Vnesheconombank’s chairman.

Article 13. Vnesheconombank’s Board

1. Vnesheconombank’s board is a collegial executive body of Vnesheconombank consisting of Vnesheconombank’s chairman ex officio and eight Vnesheconombank’s board members. Vnesheconombank’s chairman shall direct Vnesheconombank’s board work.

2. Vnesheconombank’s board members shall be appointed to and relieved of their positions by Vnesheconombank’s supervisory board, as recommended by Vnesheconombank’s chairman.

3. Vnesheconombank’s board members shall be Vnesheconombank’s regular employees.

4. Vnesheconombank’s supervisory board – as recommended by Vnesheconombank’s chairman - may terminate the powers of any member of Vnesheconombank’s board before term. In such event new members of Vnesheconombank’s board shall be appointed in the manner provided for hereby.

5. Vnesheconombank’s board shall act in accordance with its by-laws approved by Vnesheconombank’s supervisory board, which by-laws shall set time terms, convocation and session procedures of Vnesheconombank’s board as well as decision-making procedures.

6. Minutes shall be kept at each session of Vnesheconombank’s board, which minutes shall be subject for submission to Vnesheconombank’s supervisory board members, Vnesheconombank’s Internal Control and auditing firm upon request.

7. Sessions of Vnesheconombank’s board shall be arranged by Vnesheconombank’s chairman or its authorized person. Minutes of each session of Vnesheconombank’s board shall be signed by the chair of a respective session.

Article 14. Vnesheconombank’s Board powers

In exercising the functions entrusted upon Vnesheconombank, its board shall:

1) prepare and submit for approval by Vnesheconombank’s supervisory board proposals on principal directions of Vnesheconombank’s activity and Vnesheconombank’s investment and financial operations parameters;

2) approve decisions on investment project financing within amounts contemplated by the provision on Vnesheconombank’s governing bodies;

3) draft and submit for approval by Vnesheconombank’s supervisory board financial income and expense plan (budget) of Vnesheconombank;

4) review Vnesheconombank’s annual report and submit the same for approval by Vnesheconombank’s supervisory board;

5) submit to Vnesheconombank’s supervisory board proposals on appropriation of Vnesheconombank’s profits;

6) approve Vnesheconombank’s staff list, set employment and dismissal terms and conditions, social security, office rights and obligations, disciplinary punishment system, size and form of payment of salary to Vnesheconombank’s employees in accordance with Russian Federation laws;

7) approve Vnesheconombank’s organizational structure;

8) exercise other powers contemplated hereby, if not within the competence of other Vnesheconombank’s governing bodies.

Article 15. Vnesheconombank’s Chairman

1. Vnesheconombank’s chairman shall be the sole executive body of Vnesheconombank and shall manage its day-to-day operations.

2. Vnesheconombank’s chairman shall be appointed to and relieved of the position by the Russian Federation President. Vnesheconombank’s chairman shall be appointed as recommended by the Chairman of the Russian Federation Government for a term not exceeding five years. New Vnesheconombank’s chairman candidate shall be presented to the Russian Federation President one month prior to expiration of powers of current Vnesheconombank chairman.

3. If the Russian Federation President rejects the candidate to the position of Vnesheconombank’ chairman, the chairman of Vnesheconombank supervisory board shall within fifteen days present to the Russian Federation President another candidate to the position of Vnesheconombank’ chairman.

4. Vnesheconombank’s chairman shall be liable for its action (omission to act) in accordance with Russian Federation laws and provision on Vnesheconombank governing bodies.

5. Powers of Vnesheconombank’s chairman may be terminated before term by the Russian Federation President. Within one month from the date of such early termination of powers of Vnesheconombank’s chairman, the chairman of Vnesheconombank’s supervisory board shall present to the Russian Federation President a candidate to the position of Vnesheconombank’s chairman in the manner contemplated by this Article.

Article 16. Powers of Vnesheconombank’s Chairman

Vnesheconombank’s Chairman shall:

1) act on behalf of Vnesheconombank and represent Vnesheconombank’s interests without proxy in its relations with governmental authorities, local authorities, foreign and international organizations, and other organizations;

2) head Vnesheconombank’s board and arrange for implementation of resolutions adopted by Vnesheconombank’s board;

3) issue orders and instructions covering Vnesheconombank’s activity;

4) assign duties among its deputies;

5) submit to Vnesheconombank’s supervisory board proposals on appointment or dismissal of Vnesheconombank’s board members;

6) appoint and dismiss Vnesheconombank’s staff;

7) make other decisions within Vnesheconombank’s competence save for issues within the competence of Vnesheconombank’s supervisory board and Vnesheconombank’s board.

 

 Chapter 4. Creation, reorganization and liquidation of Vnesheconombank

Article 17. Creation of Vnesheconombank

1. Vnesheconombank shall be created by way of reorganization of the Bank for Foreign Economic Affairs of the USSR on the basis of this Federal Law.

2. The Russian Federation Government shall approve the deed of transfer specified in Article 20.2 hereof within fifteen days from its submission by the board of directors of the Bank for Foreign Economic Affairs of the USSR, as well as procedures, deadlines and forms of assets contribution to be made by the Russian Federation as a property inpayment into Vnesheconombank’s charter capital, and composition of such property.

3. Vnesheconombank shall be subject for state registration in accordance with the Federal Law ‘On state registration of legal entities and sole proprietors’ #129-FZ dated August 8, 2001, within fifteen days from approval by the Russian Federation Government of the deed of transfer referred to in Article 20.2 hereof.

4. The Chairman of the Russian Federation Government shall within fifteen days from Vnesheconombank’s state registration present to the Russian Federation President for approval a candidate to the position of Vnesheconombank’s chairman.

5. Vnesheconombank’s supervisory board shall be nominated in accordance herewith and within fifteen days from the date of Vnesheconombank’s state registration.

6. Vnesheconombank’s board shall be nominated in accordance herewith and within fifteen days from the date of Vnesheconombank’s chairman appointment.

Article 18. Vnesheconombank’s Charter Capital

1. Vnesheconombank’s charter capital shall be formed in the amount specified by the Russian Federation Government but not less that RUR 70 billion, out of:

1) property of the Bank for Foreign Economic Affairs of the USSR transferred into Vnesheconombank’s charter capital;

2) shares in open joint-stock company ‘Russian Bank for Development’ and ‘State Specialized Russian Export-Import Bank’’ (closed joint-stock company), which stakes are in federal ownership;

3) other property as decided by the Russian Federation Government to secure formation of Vnesheconombank’s charter capital in the amount provided for by this Article.

2. If shares are contributed by the Russian Federation as assets contribution to Vnesheconombank’s charter capital, their market value shall be determined in accordance with the Federal Law ‘On Joint-Stock Companies’ # 208-FZ dated December 26, 1995, and valuation activity legislation.

3. Vnesheconombank’s charter capital may be increased by decision of the Russian Federation Government through additional assets contribution by the Russian Federation or out of Vnesheconombank’s profits.

4. Enterprises treated as property complexes, property of federal state institutions and other state-owned property may serve as assets contribution. Appraisal of such property shall be performed in accordance with valuation activities legislation.

5. Vnesheconombank’s charter capital shall be formed within six months from the date of Vnesheconombank’s state registration.

Article 19. Reorganization and Liquidation of Vnesheconombank

1. Vnesheconombank may be reorganized or liquidated in accordance with federal law regulating reorganization or liquidation procedures, as well as Vnesheconombank’s property disposal.

2. In case of liquidation of Vnesheconombank, rules provided for by insolvency (bankruptcy) laws shall not apply.

 

Chapter 5. Final Provisions

Article 20. Reorganization of the Bank for Foreign Economic Affairs of the USSR

1. Board of Directors of the Bank for Foreign Economic Affairs of the USSR shall within fifteen days from the date this Federal Law comes into force publish a notice on reorganization of the Bank for Foreign Economic Affairs of the USSR in ‘Rossiyskaya Gazeta’, ‘Vestnik Gosudarstvennoy Registratcii’ (State Registration Bulletin) and ‘Vestnik Banka Rossii’ (Bulletin of the Bank of Russia) which shall be treated as a written notice to the lenders.

2. Board of directors of the Bank for Foreign Economic Affairs of the USSR shall within two months from the date this Federal Laws comes into force take an inventory of the property and liabilities and draw up a deed of transfer and submit the same to the Russian Federation Government for approval.

3. Deed of transfer is a document attesting succession after reorganization, and it contains a succession provision regulating all liabilities and claims of the Bank for Foreign Economic Affairs of the USSR to all its lenders and debtors, including obligations contested by the parties. In addition to information mentioned above, deed of transfer shall provide for succession procedures in case of any change in property and liabilities occurring after the date of such deed of transfer, as a result of activity by the Bank for Foreign Economic Affairs of the USSR carried out prior to its reorganization.

4. Deed of transfer shall be drawn up based on inventory of property and liabilities of the Bank for Foreign Economic Affairs of the USSR and its most recent accounts audited by an independent auditing firm.

5. Deed of transfer shall list all properties of the Bank for Foreign Economic Affairs of the USSR, including buildings, erections, land lots, other immovable property, equipment, implements, raw materials, products, chose in action, debts, including obligations of the Bank for Foreign Economic Affairs of the USSR to effect payments to citizens it is liable to for inflicting harm to their lives and health, as well as rights to a sign (symbol) identifying the Bank for Foreign Economic Affairs of the USSR (brand name, trade mark, service marks) and other exclusive rights.

6. All rights and obligations of the Bank for Foreign Economic Affairs of the USSR, including all rights and obligations under the contracts signed by the Bank for Foreign Economic Affairs of the USSR, shall transfer to Vnesheconombank from the date of its state registration.

7. Members of the Board of Directors of the Bank for Foreign Economic Affairs of the USSR shall act as Vnesheconombank board members, and chairman of the Bank for Foreign Economic Affairs of the USSR shall act as Vnesheconombank’s chairman from the date of Vnesheconombank’s state registration until appointment of Vnesheconombank’s governing bodies.

8. First balance sheet of Vnesheconombank shall be compiled based on approved deed of transfer and operations conducted by the Bank for Foreign Economic Affairs of the USSR prior to Vnesheconombank’s state registration.

9. Specific features contemplated by laws on banks and banking and regulations of the Russian Federation Central Bank shall not apply to reorganization of the Bank for Foreign Economic Affairs of the USSR.

Article 21. Exercise by Vnesheconombank of certain functions

1. Functions relating to bank servicing of borrowings of the former USSR and the Russian Federation as well as accounting, settlements and debts reconciliation in respect of above mentioned borrowings shall be exercised by Vnesheconombank until the date set forth by the Russian Federation Government. From the date set forth by the Russian Federation Government such functions of Vnesheconombank shall be transferred to a body (organization) identified by the Russian Federation Government.

2. Vnesheconombank shall exercise the functions of a state trust management company for management of pension savings, as well as the functions of the state company to manage the funds of the pension reserve and the pension savings of the ensured citizens eligible for term allocated pension payments until the date set forth by the Russian Federation Government. To exercise such functions, Vnesheconombank shall be entitled to act as broker in the securities market in the manner established by Russian Federation laws. (as revised by Federal Law No. 85-FZ dated 25.06.2012)

3. Vnesheconombank shall exercise functions related to servicing of bank deposits and operation of bank accounts of individuals (natural persons) in the event if such deposits and accounts were made/opened with the Bank for Foreign Economic Affairs of the USSR prior to its reorganization in accordance with article 17 hereof.

4. Vnesheconombank shall not be entitled to attract funds of individuals in the form of deposits or credit additional funds to the accounts of individuals that have a bank account (deposit) agreement signed, except for interest accrued under such bank account (deposit) agreement. Additional funds, except for interest accrued under a bank account (deposit) agreement, shall be refundable to individuals a cash letter was received from.

5. Bank account (deposit) agreements with individuals executed prior to reorganization of the Bank for Foreign Economic Affairs of the USSR shall not be subject for termination unless otherwise provided for by the agreement, and except for cases when holder of account (depositor) requires such termination of the agreement.

President
of the Russian Federation

Vladimir Putin

The Kremlin, Moscow