Depository Agreement by xfo16833

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									                        Depository Agreement No. _______/ DCC-DC

Moscow                                                              “__”__________200__


Closed Joint-Stock Company Depository Clearing Company, hereinafter referred to as
Depository, in the person of its President Mikhail Anatolyevich Laufer, acting under the Charter
on the one hand, and ____________________________________________________________,
hereinafter referred to as Participant, in the person of
__________________________________________________________________________,
acting under __________________________________________________(number and date of
issuance for powers of attorney), on the other Part, jointly referred to as Parties, have concluded
the present Agreement on the following:

                                     1. Subject of the Agreement
1.1. The Subject of the present Agreement is Depository’s provision of services to Participant to
safekeep securities certificates, to account and authenticate rights on securities by opening and
maintaining Participant’s securities account and performing operations on this account.
Depository shall also provide services to Participant to assist in the execution of Participant’s
rights certified by securities.

                          2. Terms and Procedure for Services Provision
2.1. Participant is serviced in compliance with terms and procedures specified in Terms and
Conditions of Depository Activity of Closed Joint-Stock Company Depository Clearing
Company, which constitutes an inalienable part of the current Agreement and is hereinafter
referred to as the Terms.
2.2. Under the present Agreement the Depository shall provide services to Participant in respect
of securities possessed by the Participant on the legal ownership right or another real right. The
aforementioned securities are hereinafter referred to as Securities.
2.3. The Depository shall act as a nominee in respect of Participant’s Securities in the share
register.
2.4. On behalf of Participant Depository shall receive revenues on Securities except for cases,
when Participant submits to Depository a hard copy of instruction not to receive revenues on the
Securities indicated in the instruction payable to Participant. Depository shall transfer the
received revenues to Participant in accordance with the procedure stipulated in Paragraph 21 of
Part 2 of the Terms.
2.5. The Participant is entitled to appoint the Account Agent of its securities account. The
procedure to appoint the Account Agent, as well as the procedure to terminate the powers of the
Account Agent, is described in Paragraph 6 of Part 2 of the Terms.
2.6. Depository shall provide services to Participant on the basis of instructions, orders and
requests of Participant or its authorized representatives.
Participant shall submit the aforementioned instructions, orders and requests to Depository in the
way stipulated in Participant’s questionnaire and in accordance with the procedure set by Part 2
of the Terms for such way of submission.
Depository shall execute Participant’s instructions in accordance with procedures and terms set
by Part 2 of the Terms.
2.7. Depository shall provide reports on the balance of Participant’s securities account(s) and
executed operations to the Participant in accordance with the procedure stipulated in Paragraph
18 of the Terms. The reports are submitted in the way stipulated in Participant’s questionnaire
and in accordance with the procedure set by the Terms for such way of submission.
2.8. Depository and Participant verify the balance of Participant’s securities account(s) in
accordance with the procedure specified in the Terms. Ordinary verification is performed upon
provision of statement of the securities account to Participant. Extraordinary verification can be
held on the initiative of Participant or Depository in case incompleteness or inconsistency is
detected in their accounting data.
2.9. Depository shall provide to Participant Securities reregistration in share registers related to
servicing of Depository’s nominee account in accordance with the procedure stipulated in
Paragraph 11, Part 2 of the Terms.
2.10. Depository shall provide to Participant additional services, which are not stipulated in the
Terms, as well as regular services on terms and in accordance with the procedure, other than
stipulated by the Terms, under separate agreements between Depository and Participant.
2.11. The Parties undertake not to disclose confidential information which becomes available to
the Parties in connection with the current Agreement in compliance with Section 6 of Part 1 of
the Terms.

                              3. Rights and Obligations of the Parties
3.1. The Parties undertake to observe statements of the present Agreement and Terms.
3.2. The Depository undertakes:
3.2.1. To open securities accounts for Participant and account Securities on them. The opening of
the securities account for Participant does not involve Participant’s obligation to immediately
deposit any securities.
3.2.2. To receive Securities from Participant for their accounting on Participant’s securities
account(s) in compliance with Paragraphs 8 and 9 of Part 2 of the Terms.
Securities to be accounted on Participant’s securities account(s) shall be accepted from third
parties only based on Participant’s instruction in accordance with Paragraphs 8 and 9 of Part 2 of
the Terms.
3.2.3. To safekeep securities certificates of Participant in compliance with the type of securities
safekeeping (open, closed or marked) stated in Participant’s instructions in accordance with the
Terms.
3.2.4. To safekeep and or take account of the rights on securities and keep records of depository
operations with Participant’s Securities separately from safekeeping and/or taking account of the
rights on securities and operations with securities of other Participants and Depository.
3.2.5. To register at the Depository facts of encumbrance of Participant’s Securities with tax as
well as other rights of third parties in compliance with the Terms.
3.2.6. To transfer the information and documents required for the Participant to execute its rights
on Securities from the issuer and the registrar to the Participant and from the Participant to the
registrar in accordance with the terms and procedure stipulated by the Terms.
3.2.7. To ensure the execution of rights certified by Securities of Participant and Participant’s
Clients, including the execution of the voting right at the general meeting of shareholders in
accordance with Part 21 of Part 2 of the Terms.
3.2.8. To deliver information on corporate actions of Issuers in respect of Participant’s Securities
to Participant, upon receipt of information from Issuers and Registrars in compliance with terms
and procedures stipulated by Paragraph 21 of Part 2 of the Terms.
3.2.9. To take all measures stipulated by active legislation to defend the interests of Participant
and Participant’s Clients in respect of corporate actions taken by Issuers and Registrars.
3.2.10. Not to use Securities to execute its own obligations and obligations of other Participants
of Depository.
3.2.11. To take organizational, fire-preventive and security measures to guarantee safety to
certified Securities (Securities certificates) accepted for safekeeping. To ensure protection of
information contained in the accounting system in electronic and paper form, by duplicate
storage, restriction of access rights and other measures.
3.2.12. To immediately notify the Participant on all changes of safekeeping conditions.
3.2.13. To conduct operations with Participant’s Securities only on instructions from Participant
or its authorized representatives pursuant to terms and procedure specified in Part 2 of the
Terms.
3.2.14. To provide Participant with reports of executed operations with Participant’s Securities in
accordance with the terms and procedure set by Section 18 of Part 2 of the Terms and Paragraph
2.7 of the present Agreement.
3.2.15. On the base of Participant’s instruction to ensure Securities transfer to securities accounts
at Depository indicated by Participant, or to personal accounts at the share register and to
securities accounts at other Depositories.
Securities are not transferred to another Depository indicated by Participant in case another
Depository can not service the respective issue (kind) of Securities in accordance with
requirements of regulatory legal acts or any other legal reason.
3.2.16. To control the authenticity of certificates accepted for safekeeping and to exclude
possibilities for certificates for deposition to be declared invalid and (or) stolen, being retrieved,
or added on stop-lists by issuers, law-enforcement bodies or the state regulation authorities for
the securities market.
3.2.17. To notify Participant on the introduction of amendments and additions to the Terms not
later than 10 (ten) days before they come into force.
If these amendments and additions have been caused by changes in the legislation of the Russian
Federation or other regulatory legal acts on the depository activity, a shorter notification term is
possible.
3.3. Depository is entitled:
3.3.1. To demand from Participant the provision of documents and information needed for the
execution of Depository’s obligations under the present Agreement.
3.3.2. To refuse to execute Participant’s instruction in case the instruction or documents needed
for its execution have been drawn with violation of the procedure set by the Terms, or for other
reasons set by the Terms.
3.3.3. To transfer Securities certificates for safekeeping at specialized organizations
(repositories).
3.3.4. To deliver Securities for their accounting on places of securities safekeeping to other
Depositories only upon Participant’s instruction.
3.3.5. Without Participant’s instruction to conduct the following operations in respect of
Securities with proper obligatory notification of Participant not later than the next business day
from the receipt of the document or information which is the reason for the operations executed
in accordance with sub-paragraphs b) and c):
a) operations of split-up, consolidation, conversion, annulment and redemption of Securities
executed upon the decision of Issuer’s authorized bodies not requiring Participant’s agreement or
order;
b) operations executed upon the instruction of authorized state or judicial bodies;
c) adjustment operations executed upon the order from Depository’s authorized representatives
to restore the state of accounting records in respect of Participant’s securities account, changed
on Depository’s fault in accordance with Section 20 of the Terms.
3.3.6. To independently determine applicable ways to account the rights on Securities unless the
use of a certain way is the obligatory condition to organize the accounting of a certain issue.
3.3.7. To use services provided by third parties in its activity. Depository is liable to Participant
for the actions of third parties as for its own actions, except for cases when contracting such
parties was caused by direct instruction from Participant.
3.3.8. To check the authenticity and payability of securities certificates accepted for safekeeping
at Depository.
3.3.9. To unilaterally amend the Terms pursuant to Paragraph 4 of Part 1 of the Terms.
3.4. Participant undertakes:
3.4.1. To observe the procedure for depository operations, provision of information and
documents as stipulated by the present Agreement and the Terms.
3.4.2. To pay for Depository’s services in accordance with the procedure and amounts stipulated
by the present Agreement and Section 24 of Part 2 of the Terms.
3.4.3. To submit to Depositary instructions, information and documents needed for Depository to
execute its obligations under the present Agreement and in accordance with the Terms.
3.4.4. To use securities accounts opened for Participant at Depository to account Securities in
accordance with the type of the securities account.
3.4.5. To register at Depository entities authorized to initiate depository operations on
Participant’s securities account(s) in compliance with the procedure stipulated by the Terms.
3.4.6. To notify Depository on changes in Participant’s details indicated in the questionnaire and
on introduction of amendments to the documents which were submitted to Depository to open
the securities account, in due time and in accordance with the Terms.
3.5. Participant is entitled:
3.5.1. To execute all operations stipulated by the Terms.
3.5.2. To receive reports and other information necessary for execution of rights certified by
Securities as stipulated by the Terms.

                                           4. Payment Procedure
4.1. The procedure of settlements between Parties is defined in accordance with Section 24 of
Part 2 of the terms.
4.2. Participant is obliged to transfer the advance payment of RUB27,000 (twenty seven
thousand rubles), including VAT (18%) of RUB4,118.64 (four thousand one hundred and
eighteen rubles 64 kopecks), to Depository within 5 (five) business days from the conclusion of
the present Agreement. The aforementioned amount shall be employed to pay for Depository’s
services (costs) provided within the validity period of the current Agreement. Depository shall
provide services in compliance with the present Agreement after the receipt of the advance
payment. In case the advance payment is not fully used to pay for Depository’s services or costs
by the termination of the Agreement, the remaining amount shall not be repaid to Participant.
4.3. Participant shall pay for Depository’s services in accordance with current tariffs.
4.4. Participant shall remunerate all overhead expenditures incurred during the execution of
Participant’s instructions.

                                       5. Responsibility of Parties
5.1. Parties are liable for non-execution or improper execution of their obligations under the
present Agreement.
5.2. The Party, which does not execute its obligations under the present Agreement, shall fully
remunerate losses to the other Party.
5.3. Depository is liable for:
- untimely delivery or distortion of the information provided from Issuer or Registrar to
Participant and from Participant to Registrar;
- incompleteness and inconsistency of reports and other documents drawn directly by Depository
on the base of its own information;
- loss or damage of Securities and other documents of Participant delivered by Participant to
Depository;
- untimely, faulty or incorrect execution of instructions and orders of Participant, on condition
that the latter observes respective provisions of the Terms;
- loss and inconsistency of records on Participant’s securities accounts.
5.4. Depository is not liable for:
- correctness and authenticity of the information delivered to Participant from Issuer, Registrar or
other parties and from Participant to Registrar and other parties;
- improper execution of conditions of the Agreement caused by Participant’s provision of
inadequate information contained in the documents, which Participant provided during the
opening of securities accounts at Depository, or by untimely notification of Depository on
changes in such information;
- receipt by Participant of the general information published on Depository’s Web-site in
accordance with Section 7 of Part 1 of the Terms;
- direct and indirect losses caused to Participant by action/inactivity of the Account Agent,
another Participant, Issuer or Registrar on condition that Depository observes respective
provisions of the present Agreement and the Terms;
- action/inactivity of the bank which transfers yields on Participant’s Securities, if Participant
receives yields via Depository (in accordance with Paragraph 21.4 of the Terms).
- action/inactivity of Registrar and Issuer, which resulted or can result in undesirable
consequences for Participant.
5.5. Participant is liable for:
- timely payment for Depository’s services in accordance with Section 4 of the present
Agreement and Section 24 of the Terms;
- faulty and untimely information delivered to Depository in connection with the execution of the
present Agreement and the Terms;
- timely delivery to Depository of instructions, orders and other documents and information
necessary for Depository to execute its obligations under the Agreement in accordance with the
Terms and the active legislation.
- reliability of information contained in Participant’s questionnaire and documents submitted to
Depository during the opening of the securities account, and for the timely provision of changes
to the information.
5.6. None of Parties shall be liable for complete or partial non-execution of obligations under the
present Agreement in case non-execution of obligations is caused by force majeure.
5.7. The Party, which has not executed its obligations due to force majeure, is obliged to notify
the other Party on the start of force majeure via means of electronic, telephone, facsimile, telex
or telegraph communication immediately, as soon as it became possible, but not later than three
business days after the commencement of force majeure,
5.8. In case of force majeure, the term for Parties to execute their obligations is postponed for the
period when force majeure takes effect..

                             6. Validity and Termination of the Agreement
6.1. The present Agreement comes into effect from the moment of its signing by both Parties.
6.2. The present Agreement is concluded for one year and is prolonged annually and
automatically for another year, in case none of Parties provides a hard copy of notification on its
intention to terminate the present Agreement not later than 30 calendar days before the expiry of
the present Agreement,
6.3. The present Agreement can be terminated ahead of schedule at the option of any of the
Parties. The Party opting to terminate the present Agreement shall send a hard copy of
notification of the intention to the other Party not later than 30 calendar days before the
termination of the Agreement.
6.4. The present Agreement is effective until the Parties have executed all obligations. The
termination date of the present Agreement shall be the date when Participant’s securities
accounts opened at Depository on the base of the present Agreement are closed. Closure of
securities accounts shall be executed in compliance with the Terms.
6.5. After a Party has sent a notification on its desire to terminate the present Agreement,
Depository shall not accept Participant’s instructions for execution except for instructions
allotted to settlement of current mutual obligations.
6.6. Should the present Agreement be terminated, including cases of Depository’s
reorganization, liquidation; withdrawal or suspension of Depository’s license for depository
activity, Depository undertakes:
6.6.1. To transfer Participant’s Securities to another Depository or to the register of
securityholders in accordance with Participant’s instruction.
6.6.2. To deliver the information about Participant and Participant’s Securities to legal successor.

                   7. Introduction of Amendments and Additions to the Agreement
7.1. All amendments and additions to the wording of the present Agreement shall be made in the
form of additional agreements in hard copy and shall come into force from the moment of their
signing by both Parties. Amendments and additions shall not contradict to the Terms.
Depository will have the right to unilaterally change the Terms.
7.2. If Depository introduces amendments and additions to the Terms (including the part of the
Terms pertaining to the procedure and amount of payment for Depository’s services), Depository
shall notify Participant in accordance with Section 7 of Part 1 of the Terms not later than 10
business days before the new version of the Terms comes into force. If Participant does not agree
to the new version of the Terms, it is entitled to terminate the present Agreement pursuant to the
procedure stipulated in Section 6 of the present Agreement. The old version of the Terms shall
be applicable for Parties before termination of the Agreement.

                                         8. Resolution of Disputes
8.1. Parties shall take all measures for out-of-court resolution of disputes pursuant to the
procedure stipulated by the Terms.
8.2. In case of impossibility of out-of-court procedure to resolve disputes arising from or
connected with the present Agreement, including cases related to its execution, violation,
termination or invalidity, disputes shall be resolved at the Court of Arbitration of Self-regulatory
Organization National Association of Securities Market Participants (NAUFOR) and in
accordance with terms and procedures stipulated by Regulation on NAUFOR Arbitration and
Rules of NAUFOR Arbitration.
The decision of NAUFOR Arbitration shall be final and mandatory for Parties and shall be
executed by Parties in terms and procedures indicated in the decision of NAUFOR Arbitration.
8.3. The current Agreement shall be governed in accordance with the laws of the Russian
Federation.

                                           9. Other Provisions
9.1. Depository shall combine depository and clearing activity on the securities market.
9.2. If a paragraph, term or provision of the present Agreement is considered invalid, illegal or
void for some reason, under the court decision or by other means, it shall not infringe or affect
the validity and legal force of other paragraphs, terms and provisions of the present Agreement.
9.3. The present Agreement fully reflects the will of Parties on all issues pertaining to the present
Agreement. Materials of all previous negotiations and correspondence between the Parties in
respect of the present Agreement are to be considered null and void.
9.4. The present Agreement is drawn in two copies with equal legal force, one copy for each
Party. Each copy shall be signed by authorized representatives and authenticated by seals.

                              10. Addresses and Bank Details of Parties

Depository:
Name: Closed Joint-Stock Company Depository Clearing Company
Location: Building B, 31, Shabolovka Street, Moscow, 115162, Russian Federation
Office address: Building B, 31, Shabolovka Street, Moscow, 115162, Russian Federation
Tel: (495) 956 09 99, fax: (495) 232 68 04
E_mail: dcc@dcc.ru
Internet: www.dcc.ru
INN (Tax ID) of DCC 7710021150
OKVED Code 67.13.51, 67.12.3
OKPO Code 31714058

ING BANK (EURASIA) ZAO, Moscow
Account No. 40701810701001001825
c/a 30101810500000000222
BIC 044525222, OKPO Code of the Bank 17541355
INN (Tax ID) of the Bank 7712014310

Participant:
Name: _________________________________________________________________
Address:________________________________________________________________
Office address:____________________________________________________________
Postal address:____________________________________________________________
tel., fax:_______________________________________________________________
E_mail: ________________________________
Internet: ________________________________
Bank: ___________________________________________________________________
Address of the Bank:
________________________________________________________________________
OKONKh code ___________________________________________________________
OKPPO code _____________________________________________________________

SIGNATURES OF PARTIES:

Depository                                   Participant

________________(M.A. Laufer)                _________________(______________)
         seal                                                seal

								
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