Of CJSC JSCB National Clearing Centre

Rules for Performance of Clearing Operations by CJSC JSCB National Clearing Centre In Securities Market

APPROVED BY

Supervisory Board

of CJSC JSCB National Clearing Centre

dated "___" ______2011 (Minutes No. ____)

Chairman of the Supervisory Board

of CJSC JSCB National Clearing Centre

______S.P. Lykov

RULES FOR PERFORMANCE OF CLEARING OPERATIONS BY CJSC JSCB NATIONAL CLEARING CENTRE IN SECURITIES MARKET

1

Rules for Performance of Clearing Operations by CJSC JSCB National Clearing Centre In Securities Market

Table of Contents

1. GENERAL PROVISIONS

Article 1. / Terms and Definitions / 4
Article 2. / Subject of Regulation in the Clearing Rules / 15
Article 3. / Methods and other clearing conditions / 16
Article 4. / Amendment of the Clearing Rules / 19
Article 5. / Contract for Clearing Services / 20
Article 6. / Confidentiality and Personal Data / 20
Article 7. / Dispute Settlement Venue and Procedure / 21
Article 8. / Principles of clearing operations / 21
Article 9. / Procedure for use of the Handwritten Signature Analogue / 22

1. REQUIREMENTS FOR CLEARING MEMBERS, THEIR CLIENTS AND HOLDERS. PROCEDURE FOR REGISTRATION OF CLEARING MEMBERS AND THEIR CLIENTS.

Article 10. / Requirements to Clearing Members / 24
Article 11. / Procedure for Registration of Clearing Members and their Clients / 29
Article 12. / Requirements to Clearing Member’s Clients / 29
Article 13. / Requirements to Holders / 30
Article 14. / Requirements to Banks / 31
Article 15. / Requirements to Reporting by the Clearing Members to the Clearing Centre / 32
Article 16. / Requirements with respect to Financial Condition of Clearing Members / 33

1. REQUIREMENTS TO PROCEDURE FOR INTERACTION BETWEEN CLEARING MEMBERS WITH SETTLEMENT ORGANIZATION, DEPOSITORY AND EXCHANGE

Article 17. / Requirements with respect to Procedures for Dealing of Clearing Members and/or their Clients with the Settlement Organization / 33
Article 18. / Requirements with respect to Procedures for Dealing of Clearing Members and/or their Clients with the Depository / 34
Article 19. / Requirements to procedure for interaction between Clearing Centre and Exchange, and the Clearing Members with the Exchange / 34

1. PROCEDURE FOR INTERACTION BETWEEN CLEARING CENTRE WITH SETTLEMENT ORGANIZATION, DEPOSITORY, AND EXCHANGE

Article 20. / Procedure for interaction with Settlement Organization / 35
Article 21. / Procedure for interaction with Depository / 37
Article 22. / Procedure for interaction with the Exchange when submitting orders and concluding transactions / 38
Article 23. / Procedure for interaction with the Exchange when executing transactions / 39

1. CLEARING PROCEDURE

Article 24. / Procedure for control of collateral under exchange-based securities transactions / 40
Article 25. / Procedure for submission and registration of Clearing Instructions for over-the-counter securities transactions / 41
Article 26. / Procedure for performance of transactions and obligations regarding payment of compensation contributions / 42
Article 27. / Procedure for submission and registration of Settlement Instructions / 43
Article 28. / Procedure for submission of registration of Variation Margin Payment Instructions and Variation Margin Payment Waiver Instructions / 45
Article 29. / Procedure for submission and registration of Special Settlement Instructions / 46
Article 30. / Procedure for submission and registration of Immediate Settlement Instructions / 47
Article 31. / Procedure for performance of obligations related to deliveries under derivative contracts / 49
Article 32. / Procedure for calculation of executable obligations and claims of the Clearing Members and the Clearing Centre / 50
Article 33. / Procedure for interaction between the Clearing Centre with the Settlement Organization and Depository during settlements upon conclusion of clearing / 55
Article 34. / Procedure for withholding the Commission Fee / 59
Article 35. / Procedure for withholding the Compensation / 59
Article 36. / Procedure for furnishing the Clearing Members with reporting documents and other statements upon conclusion of clearing / 60
Article 37. / Procedure for formation of the Clearing Centre's registers / 63

1. IRREGULAR AND EXTRAORDINARY SITUATIONS

Article 38. / Irregular situations / 63
Article 39. / Extraordinary situations / 63
APPENDIX 1 / 65
APPENDIX 2 / 69
APPENDIX 3 / 74
APPENDIX 4 / 80
APPENDIX 5 / 85
APPENDIX 6 / 87
APPENDIX 7 / 104
APPENDIX 8 / 106

1. GENERAL PROVISIONS

Article 1.Terms and Definitions

For the purposes of these Regulations for CJSC JSCB National Clearing Centre clearing operations on the securities market, the following terms and definitions shall apply:

1.1.General Concepts

Exchange shall designate a stock exchange or an organizer of trading on the securities market engaged in professional activities on the securities market pursuant to a license and having a cooperation agreement with the Clearing Centre.

Stock Exchange Transaction with Securities / Stock Exchange Transaction - a transaction of purchase and sale of securities or a repo transaction concluded at the Stock Exchange, information on which was transmitted by the Stock Exchange to the Clearing Centre in the order prescribed by the Clearing Rules.

OTC Transaction with Securities / OTC Transaction - a transaction of purchase and sale of securities or a repo transaction with settlement code B0-B30, S0-S2 concluded between the Clearing Members, information on which was obtained by the Clearing Centre in the order prescribed by the Clearing Rules. Settlement code values used for conclusion of OTC transactions are defined by the Trading Rules.

Securities clearing list / Clearing list shall designate a list of securities involved in the clearing performed by the Clearing Centre.

Clearing pool for settlement during the trading periodshall designate a clearing pool consisting of liabilities under collateralized transactions to be executed during trading hours.

Clearing pool for settlementat the end of the trading day shall designate a clearing pool consisting of liabilities under collateralized transactions to be executed after the end oftrading hours.

Clearing Centre shall designate the clearing organization of CJSC JSCB National Clearing Centre.

Security code shall designate a unique code enabling a security to be clearly identified in the Clearing System.

Non-collateralized transaction shall designate a securities transaction not subjected to the Collateral Control Procedure.

Netting - a mechanism of complete or partial termination of obligations under transactions included in the clearing pool for settlements in the course of trading or in the clearing pool for settlements at the close of trading, as a result of which net liabilities or net claims of money and securities are determined for the obligations that were not terminated.

Net Obligation on Money - obligations of the Clearing Member or the Clearing Centre to pay for the securities under transactions, obligations for which are not terminated as a result of the netting in the course of clearing in accordance with the Clearing Rules determined with respect to the position of the Clearing Member (Clearing Centre) by money.

Net Obligation on Securities - obligations of the Clearing Member or the Clearing Centre to transfer the securities under transactions, obligations for which are not terminated as a result of the netting in the course of clearing in accordance with the Clearing Rules determined with respect to the position of the Clearing Member (Clearing Centre) by securities.

Net Claim on Money - claims of the Clearing Member or the Clearing Centre to pay for the securities under transactions, obligations for which are not terminated as a result of the netting in the course of clearing in accordance with the Clearing Rules determined with respect to the position of the Clearing Member (Clearing Centre) by money.

Net Claim on Securities - claims of the Clearing Member or the Clearing Centre to transfer the securities under transactions, obligations for which are not terminated as a result of the netting in the course of clearing in accordance with the Clearing Rules determined with respect to the position of the Clearing Member (Clearing Centre) by securities.

Collateralized transaction shall designate a securities transaction having passed the Collateral Control Procedure.

Order registration period shall designate a time period on the Valuation Date determined pursuant to Appendix 2 to these Clearing Rules when the Clearing Centre registers orders received from Clearing Members and/or Clearing Institutions.

Regulations of the Bank of Russia shall designate regulations of the Bank of Russia setting the requirements to procedures for cash settlements on the Organized Securities Market (OSM).

Reporting procedure shall designate an internal document of the Clearing Centre approved by the Management Board of the Clearing Centre to determine the composition, the term and formats of the reporting by Clearing Members to the Clearing Centre.

EDT Order - the organization order of electronic document turnover of CJSC JSCB National Clearing Centre.

Trading Rules - the rules of conduction trading of securities of the Stock Exchange approved by the authorized body of the Stock Exchange.

Clearing Rules shall designate these Regulations for CJSC JSCB National Clearing Centre Clearing Operations on the securities market.

Securities Transaction Collateral Control Procedure / Collateral Control Procedure shall designate a procedure to control sufficiency of cash and securities necessary to fulfill delivery and payment obligationsor otherwise as provided by these Clearing Rules.

Clearing Procedure at The Stock Market MICEX/ClearingProcedure - an internal document approved by the Supervisory Board of the Clearing Center, which establishes the procedure of codification and opening in the Clearing System of Trading and Clearing Accounts, peculiarities of operations performed in the Clearing System in accordance with the Clearing Rules, as well as formats and forms of accounting documents and other reports on the results of the clearing provided to the Clearing Members.

Clearing Centre Websiteshall designate the Internet website at

Securities transaction / Trade shall designate either an on-exchange transaction or over-the-counter transaction. For the purposes of these Clearing Rules, the securities transaction also refers to any obligation to deliver or pay for the delivery of the underlying asset on the MICEX SE Derivatives Market.

Spot transaction shall designate a securities transaction providing for the transfer and payment of securities within no more than five days after the conclusion of the transaction. No REPO transaction is a spot transaction.

MICEX SE derivatives market shall designate the market of CJSC MICEX SE in which derivative transactions are concluded in accordance with the Trading Rules on the derivatives market of CJSC MICEX Stock Exchange.

Securities / shares / bonds / investment units / certificates of deposit shall designate securities as defined by the law of the Russian Federation.

1.2.Infrastructure-Related Concepts

Bankshall designate a Clearing Member that is a financial institution.

Depository shall designate a settlement depository performing securities settlement based on clearing results pursuant to relevant orders by the Clearing Centre using procedures provided by an agreement between the Clearing Centre and the Depository and pursuant to these Clearing Rules.

Custodial Depository / Holdershall designate a securities market professional participant which holds the license for depository activities and the Holder status pursuant to these Clearing Rules for the purpose of using securities registered in trading sub-accounts of the Holder’s correspondent depo accounts for the Collateral Control Procedure and the settlement at the end of clearingin each case to be carried out by the Clearing Centre for Clearing Members the depository services to which are provided by the Holder.

Clearing Member category shall designate a number of Clearing Members all subject to uniform requirements and clearing service specifics determined by the Clearing Centre.

Clearing Member’s client shall designate a legal entry or individual registered by the Clearing Centre as a client of the Clearing Member.

Clearing System shall designate a combination of software and hardware, databases, telecommunication facilities and other equipment and software applications of the Clearing Centre designed for clearing operations to be performed pursuant to these Clearing Rules.

Clearing Member’s (Clearing Centre's) operator / Operatorshall designate an individual who is an employee of a Clearing Member (Clearing Centre) authorized to enter into transactions in the Clearing System on behalf of the Clearing Member (Clearing Centre) pursuant to a power of attorney.

Settlement Organizationshall designate a settlement company performing cash settlement based on clearing results pursuant to relevant orders by the Clearing Centre using procedures provided by an agreement between the Clearing Centre and the Settlement Organization and pursuant to these Clearing Rules.

MICEX Stock Exchange Sectorshall designate an OSM Sector in the meaning of the Regulations of the Bank of Russia established for cash settlement in the Settlement Organization under securities transactions included in the clearing pool.

Technical centershall designateCJSC MICEX providing Clearing Members with technical access to the Clearing System pursuant to relevant agreements.

Authorized Bank shall designate a Clearing Member that is an authorized bank pursuant to the law of the Russian Federation on currency regulation and control.

Clearing Membershall designate a legal entity that has entered with the Clearing Centre into a Clearing Services Agreement.Any Clearing Member may fall in category A or category B.

1.3.Technology-Related Concepts

Handwritten SignatureAnalogue/HSA - the essential element of an electronic message sent with the use of the Clearing System, confirming identification of the person sending the electronic message, integrity and permanence of electronic messages through the use of special software and hardware tools and arrangements. A handwritten signature analogue is the Operator Identifier, which allows unambiguous identification of the Operator of the Clearing Member or the Clearing Centre sending the electronic message and reliable determination that the electronic message comes from the Clearing Member (Clearing Centre), which authorized Operator this identifier is assigned to (hereinafter - the Operator HSA).

Authentication - a procedure of confirmation of the Operator HSA identification.

Compensation shall designate either fixed or variable compensation.

Fixed compensation shall designate an amount of cash payable by a Clearing Member to any other Clearing Member who is its counterparty under an on-exchange securities transaction in the amount determined by them at the time the transaction is entered into and in the event as determined by the Trading Rules.

Variable compensation shall designate an amount of cash payable by a Clearing Member to any other Clearing Member who is its counterparty under an on-exchange securities transaction in the event and in the amount as determined by the Trading Rules.

Variation Margin PaymentDateshall designate a date on which the Clearing Member shall be liable todepositvariation margin pursuant to the terms of a securities transaction concluded in accordance with these Clearing Rules.

In the event of failure by the Clearing Member to depositvariation marginas part of an on-exchange REPO transaction, such Clearing Member shall be required to perform its obligations arising from the closing leg of such on-exchange REPO transaction on the first Valuation Date following the Variation Margin PaymentDate (since the Settlement Date for the closing leg of the on-exchange REPO transaction is to be postponed to the above Valuation Date pursuant to the Trading Rules).

Settlement Date shall designate a date on which the Clearing Members and/or the Clearing Centre are required to perform its obligations pursuant to the terms and conditions of the securities transaction entered into in the manner determined by these Clearing Rules.

In the event that the date defined in this paragraph is not a Valuation Date, the Settlement Date is deemed to be the Valuation Date immediately following such date (with obligations under the transaction to be adjusted accordingly, including the accrued coupon income (ACI) on bonds.

Performance cessation dateshall designate a date beginning from which fulfillment of obligations / net obligations under a securities transaction shall not be allowed:

-first Valuation Date following the Settlement Date of securities transactions with the settlement code T0, Z0 or K0;

-second Valuation Date following the Settlement Date of securities transactions with settlement codes B0-B05 or B06-B30, except the transactions concluded at the Exchange at the placement stage;

-first Valuation Date following the Settlement Date of securities transactions with the settlement codes В0-B05 or В06-В30 for the transactions concluded at the Exchange at the placement stage;

-first Valuation Date following the Settlement Date of the opening leg of a REPO transaction, concluded with the settlement code Rb or Z0 in the event of default on the opening leg of the REPO transaction;

-second Valuation Date following the Settlement Date of the opening leg of the REPO transaction, concluded with settlement codes S0-S2 being other than an intraday transaction, in the event of default on the opening leg of the REPO transaction;

-first Valuation Date following the Settlement Date of the opening leg of an intraday REPO transaction, concluded with settlement codes S0-S2, in the event of default on the opening leg of the REPO transaction;

-first Valuation Date following the Settlement Date of the closing leg of an intraday REPO transaction, concluded with settlement codes Rb or S0-S2;

-second Valuation Date following the Settlement Date of the closing leg of a REPO transaction other than an intraday transaction, concluded with settlement codes Z0, Rb or S0-S2;

REPO transaction obligations (including subject to ACI and with coupon income payable, if the actual Settlement Date of the closing leg of a REPO transaction relates to the next coupon period, and variation margin posted) shall be adjusted daily until the Settlement date.

TCA opening applicationshall designate an application by the Clearing Member for opening a trading-and-clearing account.

Identifier – a reference designation uniquely determining the Operator.

Clearing Fee shall designate a fee charged by the Clearing Centre to Clearing Members in accordance with the Fees of the Clearing Centre (Appendix 1 to these Clearing Rules). The clearing fee shall be charged in Russian Roubles.

Clearing account shall designate a Russian rouble and/or foreign currency account opened by a Settlement Organization for the Clearing Centre and intended for accounting of cash transactions entered into by Clearing Members and their clients during the clearing session and for depositing and withdrawal of fundswhen cash settlements are carried out in the MICEX Stock Market Sector pursuant to these Clearing Rules (as provided by the agreement between the Clearing Centre and the Settlement Organization).

Clearing depo account shall designate an account opened by the Depository in the name of the Clearing Centre for transactions with securities owned by Clearing Members and their clients to be settled in a multilateral clearing by the Clearing Centre and for deposit and withdrawalof any securities pursuant to these Clearing Rules.

Fee shall designate a clearing fee or any other fee with respect to which the Clearing Centre is responsible for determination of respective liabilities of Clearing Members and the control over discharge thereof. The Fee shall be charged in Russian Roubles. The Clearing Centre shall be vested with the responsibility for determination of the Clearing Member’s liability to pay fee (except for the clearing fee) and control over discharge of such liability pursuant to relevant agreements.