Initial public offering of securities
Any person in whose favor a trust is established
Business involving trades in securities made under civil law on behalf and at the expense of a customer (including the issuer of the issue-grade securities offered) or on its own behalf and at the expense of the customer under fee-based contracts with the customer
A constituent document of a joint-stock company setting forth all basic regulations on its activities. Provisions of the Charter are binding on all the corporate governance bodies and shareholders. The Charter is approved at the General Meeting of the company`s founders by a unanimous vote. If a company is founded by one person, such person approves the Charter at its sole discretion. Any amendment to the Charter is only made if approved by the General Meeting of the shareholders.
A large enough block of shares in a company held by one shareholder to actually exercise control over the company. In theory controlling interest should be 50% of the outstanding shares plus one. In practice, though, controlling interest can be 20-30% and sometimes 5-10% of the company?ˆ™s total shares
A professional securities market participant engaged in custody business deemed as services to safe-keep securities certificates and/or record and transfer title to securities
An account opened with the Custodian (entity engaged in safe-keeping and recording titles to securities) in the name of any securities owner acting as a securities depositor. The Custody account shows any movement of securities of the securities depositor, as well as credit and debit entries under the double-entry system. Custody accounts reflect transfers of titles from one depositor as a securities owner to another.
Services related to safe-keeping of securities certificates and/or recording and transferring titles to securities
Distributions of corporate assets among shareholders; part of the company"s net profit after taxation attributable to shareholders as money, shares, property and any other securities; with respect to ordinary shares (voting shares) dividend amount depends on profit and a relative decision made by the AGM; with respect to preference shares (non-voting shares) dividend amount is fixed.
Global Depositary Receipts
General Shareholders Meeting
A supreme governance body of a joint-stock company. Under applicable Russian law, an Annual General Meeting (AGM) of a company`s shareholders is held on dates set in its Charter but only between two and six months after close of the fiscal year. The AGM decides on elections to the Board of Directors (the Supervisory Council) and to the Statutory Audit Commission (internal auditor) of the company, and appointment of an independent auditor. It also reviews and approves the Annual Report, Balance Sheet, Income Statement and the statement on distribution of profits and losses submitted by the Board of Directors (the Supervisory Council). Besides annual General Shareholders Meetings, extraordinary General Shareholders Meetings can also be held by the sole decision of the Board of Directors (the Supervisory Council), upon request of the Statutory Audit Commission (the internal auditor), the independent auditor, or any shareholder who owns at least 10% of the voting shares as of the date of the request. The procedure for preparing and holding an Extraordinary General Meeting is regulated by Article 55 of the Federal Act "On Joint-Stock Companies". Within the AGM competencies are the following matters: amendments to the company`s Charter or approval of the Charter as revised; reorganization or liquidation of the company; appointment of the liquidation commission and approval of the interim and final liquidation balance sheet; determination of the number, appointment and early removal of the Board of Directors (the Supervisory Council) members; determination of the number and nominal value of authorized shares; increase in the charter capital through the increase of the nominal value of shares or by offering additional shares; decrease in the charter capital through the decrease of the nominal value of shares, repurchase of some of its outstanding shares in order to reduce their total number or in any other manner; formation of any executive body, early termination of its mandate if under the Charter those matters are outside the terms of reference of the Board of Directors (the Supervisory Council); elections and early removal of the Statutory Audit Commission members (the internal auditor); approval of the independent auditor; approval of Annual Reports, Balance Sheets, Income Statements, distribution of profits and losses; decision-making on non-application of pre-emptive right of the shareholders to purchase shares of the joint-stock company or securities convertible into shares; splitting and consolidation of shares; making trades: entering into major trades related to purchase and alienation of the corporate property; purchase and redemption of the company`s outstanding shares as provided in the Federal Act "On Joint-Stock Companies"; participations in holdings, financial and industrial groups, any other commercial alliances; or any other matters under applicable federal law.
International Financial Reporting Standards
A person as an employee, or its relatives who have access to confidential information on the corporate performance
Confidential information on performance of a company or an entrepreneur closed for general public
Any body corporate proactively investing into shares and other financial instruments (for example, an insurance company, a pension fund, or a corporation).
Any corporate or an executive body, or a local government obligated to safeguard the rights of securities owners
A commercial (for-profit) institution with its equity divided into a particular number of shares evidencing titles of its members (shareholders) with respect to the joint-stock company
Admission of securities by a recognized stock exchange to its quotation list
Any document delivered to the Registrar containing a request to make an entry into the Register and/or to make a statement from the Register.
Data contained in the Register on a registered person, variety, quantity, class (type), state registration of the issue, face value, certificate numbers and quantity of securities evidenced thereby (if issued as certificated securities), securities encumbrance and/or transaction blocking, as well as any movement on the personal account.
Types of Personal Accounts:
Issuer`s Issue Account
An account opened in favor of the issuer to credit duly registered securities and to further debit the same when placed or cancelled (redeemed).
Issuer`s Personal Account
An account opened in favor of the issuer to credit securities re-purchased (purchased) by the issuer as provided in Federal Act No. 208-FZ "On Joint-Stock Companies" dated 26 December 1995.
Registered Person`s Personal Account
An account opened in favor of a securities owner, nominal holder, pledgee or fiduciary
Securities offering through a public subscription, including securities trading on stock exchanges or any other securities trading platform
Public Offering of Securities
Any offering of securities through an open subscription, including securities trading on stock exchanges and/or any other securities trading platforms
Russian Accounting Standards
Register of Securities Owners
Data on a hard copy and/or an electronic database to ensure identification of registered persons, and certification of titles to securities shown on personal accounts of such registered persons, as well as to receive and deliver information from/to registered persons
Any individual or corporate, information on which is entered into the Register
Types of registered persons:
A professional securities market participant which is engaged only in keeping a Register of registered securities owners as its exclusive activity under an agreement with the issuer and has a license for such business; or any issuer engaged in keeping its own Register of registered securities owners under applicable Russian law
Any corporate or an individual who applies for the Custodian`s services on a contractual basis; and any custodian keeping its proprietary securities in custody.
Procedure stipulated by the Federal Act to offer its issue-grade securities
Securities Management Business
Business conducted by a corporate on its own behalf against a consideration within any given period, in trust management of
Alienation of issue-grade securities by the issuer in favor of their first owners by entering into trades under applicable civil law
Securities Public Trading
Buying and selling securities on stock exchanges and/or by any other securities trading platform, securities offering to unlimited number of customers, including by advertising
Trades made under applicable civil law resulting in a transfer of title to securities
An issue-grade security entitling its owner (shareholder) to earn a part of income of the joint-stock company in the form of dividends, to be involved in management of the joint-stock company and to own a part of the property left after its liquidation; each share is a registered security.
Aggregate indicators showing quotation dynamics of any given share on a stock exchange; they are used when making forecasts for share value.
Share price set on a stock exchange
Any eligible securities trading platform under applicable Russian law
Any exchange where securities are traded. On stock exchanges, funds are raised for long-term investments into the economy and for financing government programs. Shares, corporate bonds and government debt instruments are traded on stock exchanges. Securities are quoted depending on the relative income (as dividend or interest), lending interest, as well as supply and demand situation. Aggregate indicators for securities are share indices, with the best known being the Dow Jones index scaling the share prices of the US largest public companies listed on the New York Stock Exchange.
Among major stock exchanges are the New York Stock Exchange, the London Stock Exchange, the Tokyo Stock Exchange, the Frankfurt Stock Exchange (Deutsche B?rse), and the Euronext Paris. Stock exchanges are an important component of an integrated system of fictitious capital markets, including also futures exchanges, foreign exchange markets, and a great variety of OTC markets. Legally, stock exchanges are private limited companies or private corporations (the USA, Japan, and the UK) or state-owned institutions (Germany, France).
The Registrar`s actions resulting in amended information on a personal account and/or preparation and delivery of statements from the Register.
Any corporate engaged under an agreement with the Registrar in collecting information and documents needed for entries to be made to the Register from registered persons or their authorized agents and delivering the same to the Registrar, as well as collecting information and documents from the Registrar and delivering the same to the registered persons or their authorized agents
VTB Bank, the Bank, VTB
JSC VTB Bank (former JSC Vneshtorgbank), which is a parent company within VTB Group
VTB Group, the Group
Universal Russian bank group comprising financial institutions located in Russia, other CIS countries, Europe, Asia and Africa