Ad Hoc Notice
Moscow, Russia 16 August 2022 Sistema PJSFC (Sistema or the Corporation) hereby announces that, in accordance with Federal Law No. 319-FZ on Amendments to Certain Legislative Acts of the Russian Federation (Law No. 319), the Corporation has submitted an application to the Ministry of Finance of the Russian Federation, seeking permission to refrain from any action to perform the automatic conversion of its global depositary receipts (GDRs) until the end of the period during which continuing circulation of the Corporations GDRs has been permitted. Earlier, in response to an application from Sistema, a Russian government commission granted permission to continue circulation of the Corporations GDRs outside the Russian Federation through 13 May 2023.
Law No. 319, which came into legal effect on 14 July 2022, provides for the automatic and compulsory conversion of the depositary receipts (DRs) of Russian companies into shares without the involvement of the depositary bank for the corresponding depositary receipts programme depending on where the rights of the DR holders are accounted for: in a Russian or a foreign depositary.
In accordance with Law No. 319, the compulsory conversion of DRs is possible if the rights to the DRs are accounted for by foreign organisations and the holders of such DRs are unable to convert them into shares of the Russian issuer as a result of the imposition of certain foreign sanctions and restrictions. In this case, such DR holders may within 90 days following 14 July 2022 submit an application for compulsory conversion of their relevant DRs to the depositary where a depo account under the depositary programme was opened to account for the rights to underlying shares of the respective Russian issuer (DR programme Custodian and DR programme Depo Account), along with documents confirming the holders rights to such DRs and other documents pursuant to Law No. 319. After the expiry of deadline for accepting applications for compulsory conversion, the DR programme Custodian shall open depo holder accounts for eligible applicants and transfer the respective number of underlying shares of the respective Russian issuer to such accounts.
The DR programme Custodian has the right to refuse to perform the above-mentioned actions if there are reasonable doubts about the accuracy or completeness of the information specified in the application for compulsory conversion and other submitted documents. In addition, Law No. 319 stipulates that compulsory conversion shall not be carried out if the total number of underlying shares specified in all submitted applications for compulsory conversion exceeds the number of underlying shares accounted for in the DR programme Depo Account.
This notice does not constitute legal, accounting, tax or any other kind of professional advice. This notice is purely for informational purposes and is based on the Corporations interpretation of the impact of Law No. 319 on its GDR programme. The Corporation shall not bear any liability whatsoever if the interpretation of the applicable laws and regulations by the relevant governmental authorities or other parties differs from the interpretation specified in this notice. GDR holders should make their own decisions as to how to proceed in connection with the enacted Law No. 319 and, if necessary, should consult their investment, legal and other advisors.
For further information, please visit www.sistema.ru or contact:
Sistema PJSFC is a publicly traded, diversified Russian holding company in sectors including telecommunications, high technology, financial services, retail, e-commerce, paper and packaging, agriculture, real estate, tourism and medical services. The company was founded in 1993. Revenue in 2021 was RUB 802.4 billion; total assets as of 31 December 2021 amounted to RUB 1.8 trillion. Sistemas global depositary receipts are listed under the ticker SSA on the London Stock Exchange. Sistemas ordinary shares are listed under the ticker AFKS on Moscow Exchange. Website: www.sistema.ru.