RUSSIAN FEDERATION FEDERAL LAW On Amendments to the Federal Law "On joint-stock companies" and the Federal Law "On Societies with Limited Liability" in the regulation of major transactions and transactions in the commission of which there is an interest adopted by the State Duma June 24, 2016 Approved by the Federation Council on June 29, 2016 Article 1 Amend Federal Law dated December 26, 1995 No. 208-FZ " On joint-stock companies " (Legislative Assembly of the Russian Federation, 1996, No. 1, p. 1; 2001, No. 33, Art. 3423; 2002, No. 45, sect. 4436; 2004, No. 49, sect. 4852; 2006, No. 1, sect. 5, 19; No. 2, est. 172; No. 31, sect. 3445; 2009, No. 23, Text 2770; No. 29, sect. 3642; 2011, No. 1, sect. 13; No. 49, sect. 7024; 2012, No. 53, sect. 7607; 2013, No. 30, sect. 4043, 4084; No. 45, est. 5797; No. 51, Text 6699; 2015, No. 27, sect. 4001; 2016, No. 23, est. 3296) the following changes: 1) in article 48 (1): (a) in subparagraph (15) replace the words "approval" by "approval or subsequent approval"; (b) in subparagraph (16) of the word "approval" should be replaced by "approval". In the words "consent or subsequent approval"; (2) in article 49: (a) in paragraph 4, in subparagraphs 1 to 3, 5, 17 and 19-2, replace the words "in subparagraphs 1 to 3, 5, 16, 17 and 19-2"; b) in paragraph 9 of the word " approval of large transactions and "to replace" with the consent or subsequent approval of the commission "large transactions and consent to or subsequent approval"; 3) the first paragraph of article 52, paragraph 3, after the words "prior to the date of the general meeting of shareholders," to be supplemented with the words " the conclusions of the board of directors (the supervisory board) on a major transaction, a report on transactions in the reporting year of which there is interest, "; 4) in article 65, paragraph 1: (a) 15 restated: " 15) consent to the commission or subsequent approval of transactions in cases envisaged this Federal Law; "; (b) in subparagraph (16), the word" approval "shall be replaced by the words" consent or subsequent approval "; 5) in the second paragraph of article 68, paragraph 7, of the words" major transactions and transactions, in the commission of who have an interest in "to replace" with the words "the consent to be performed by the law or by the statute of the society to the competence of the board of directors (supervisory board) of the society"; 6), article 69, paragraph 2, should be supplemented with a paragraph , to read: " The Charter of the Society may be envisaged The need to obtain the consent of the board of directors (supervisory board) of the society or general meeting of shareholders to commit certain transactions. In the absence of such consent or subsequent approval of the transaction, it may be challenged by the persons referred to in article 79, paragraph 6, paragraph 1, of this Federal Act, pursuant to article 174, paragraph 1, of the Civil Code. of the Russian Federation. "; 7) paragraph 1 of article 75, paragraph 1, should read as follows: " The general meeting of the shareholders of the decision to reorganize the society or consent to the commission or subsequent approval A major transaction, the object of which is the property whose value is represents more than 50 per cent of the book value of the assets of the society identified according to its accounting (financial) records at the last reporting date (including the simultaneous transaction in which it is available) If they voted against a decision to reorganize a society or against a decision to consent to or follow up on the transaction, or to vote on those issues; "; 8) Article 77: (a) in paragraph 1: in the fourth sentence of the second sentence be worded as follows: " In a public society, the price (monetary valuation) of property is determined by a majority of the directors who are not interested in the transaction and in accordance with the requirements set out in article 83, paragraph 3, of the Federal law, if the need for more votes of these directors is not required by the constitution of the public society. "; paragraph 5, amend to read: " If the number of directors is not interested in the transaction, and in a public society, the number of directors, not who are interested in the transaction and meet the requirements set out in article 83, paragraph 3, of this Federal Law, shall constitute less than a certain quorum for the holding of a meeting of the board of directors (supervisory board) of the society, The price (monetary valuation) of property is determined by the decision of the board of directors (supervisory board) of the society unanimously by all members of the board of directors (supervisory board) of the society, without counting the votes of the outgoing members of the board of directors (supervisory board) of the society, if the society is not provides that the price (monetary valuation) of the property is to be determined by the decision of the General Shareholders Meeting in the manner provided for in article 83, paragraph 4, of this Federal Law. "; b) in paragraph 4: in the paragraph The first word "decisions of the board of directors (supervisory board) of the society" is replaced by the words "the decisions of the general meeting of shareholders or the decision of the board of directors (supervisory board) of the society provided for"; in the paragraph Second word " Decisions of the board of directors (supervisory board) (a) To replace the words "by" with the words "in accordance with the provisions of article 78 of the Convention". " 1. A major transaction is a transaction (several interrelated transactions) that go beyond ordinary economic activity and, at the same time: (1) the acquisition, alienation or the possibility of the alienation of the society, either directly or indirectly Property (including loan, credit, mortgage, surety, acquisition of equities or other emissary securities convertible into public sector stocks, which will give rise to the duty of the community to send a mandatory obligation Proposal pursuant to Chapter XI-1 of this Federal Law), The price or book value of which is 25 per cent or more of the book value of the company's assets determined according to its accounting (financial) records at the last reporting date; 2) providing for the obligation society to transfer property to temporary possession and (or) use, or to grant to a third person the right to use the result of the intellectual activity or the means of individualization under the terms of the licence if their book value is 25% and more of the book value of the assets of the society according to its accounting (financial) reporting at the last reporting date. "; b) to supplement paragraph 1-1 as follows: " 1-1. In the event of the alienation or alienation of property with the book value of the assets of the society, the most of the two values shall be associated with the carrying value of such property or the value of its disposition. In the event of the acquisition of assets with the book value of the assets of the society, the acquisition price of such property shall be compared. In the case of the transfer of the property of the society to temporary possession and (or) the use of the carrying amount of the assets of the society, the carrying amount of the transferred to temporary ownership or use of the property is compared. In the case of a society transaction or several related transactions for the acquisition of shares or other emissive securities convertible into the shares of public society, which will give rise to the society's duty to the acquisition of shares or other forms of securities convertible into the shares of a public society, in accordance with Chapter XI-1 of this Federal Act, with the book value of the assets of the society, the price of all shares or other emissage of securities convertible into equities, which may be acquired by society at the time of Such transactions, in accordance with Chapter XI-1 of this Federal Law. "; , paragraph 2, amend to read: " 2. The board of directors decides whether the value of the property or the rights to the result of the intellectual activity being the subject of a major transaction is determined by the general meeting of the shareholders of the society by the supervisory board of the society, in accordance with article 77 of this Federal Act. The Board of Directors (Supervisory Board) of the Society approves the conclusion of a major transaction, which should include information on the expected impact on society's activities as a result of a major transaction and assessment of the feasibility of a major transaction. The conclusion of a major transaction is included in the information (s) provided to the shareholders in preparation for the general meeting of the shareholders of the society at which the question of consent to the commission or subsequent approval of a major transaction is being considered. transactions. In the absence of a board of directors (supervisory board) in society, a large transaction is approved by the sole executive organ of the society. "; g) to supplement paragraphs 3 and 4 as follows: " 3. The provisions of this chapter do not apply: 1) to societies in which 100 per cent of the voting shares belong to one person, who is at the same time the sole authority of the sole executive organ of the society; 2) to transactions involving either the provision of accommodation (public offering) and (or) hosting (public offering) of the shares of the company and the commission of securities convertible into the shares of society (for the conditions for the determination and payment of compensation to the person (s), providing the services provided for in this subparagraph); 3) to relations arising from the transfer of property rights in the process of reorganization of the society, including the merger and accession treaties; 4) Transactions, the commission of which is compulsory for the society in accordance with federal laws and (or) other legal acts of the Russian Federation, are calculated at the prices determined in accordance with the procedure established by the Government of the Russian Federation. THE RUSSIAN FEDERATION OF THE PRESIDENT OF THE RUSSIAN FEDERATION or other emissivity securities convertible into the shares of a public society imprisoned under the conditions stipulated by the mandatory proposal for the acquisition of shares or other emissive securities convertible into the shares of a public society; 6) for transactions concluded under the same conditions as the provisional A treaty, if such a treaty contains all the particulars referred to in article 79, paragraph 4, of this Federal Act, and has obtained its consent to its conclusion in the manner prescribed by this chapter. 4. For the purposes of this Federal Act, transactions that do not go beyond the limits of ordinary economic activity are understood to be any transactions concluded in the performance of the activities of the society concerned or other organizations exercising Similar activities, regardless of whether such transactions have previously been made by the society, unless such transactions lead to the cessation or modification of the activity of the society or the substantial change in its scope. "; 10) article 79: (a) in the name of the word "approval" to replace In the words "obtaining consent to commit or subsequently approving"; (b), paragraph 1 should read: " 1. A major transaction must be agreed by the board of directors (a supervisory board) or a general meeting of shareholders in accordance with this article. "; in paragraph 2: first set out in reading: " 2. The decision to approve or approve a major transaction, of which the value of which is between 25 and 50 per cent of the carrying amount of the company's assets, is accepted by all members of the board of directors (the supervisory board) of the society unanimously does not take into account the votes of the outgoing members of the board (supervisory board) of the society. "; , in the second paragraph of the word" approval ", replace with the words" consent to commit or after approval by "; g) in paragraph 3 of the word" approval " to replace In the words "consent to commit or follow-up"; d), paragraphs 4 to 6, amend to read: " 4. Acceptance of consent or subsequent approval of a major transaction, the object of which is more than 50 per cent of the book value of the assets of the society identified by its accounting records (Financial) reporting on the last reporting date falls within the exclusive competence of the general shareholders ' meeting and cannot be attributed by the charter of society to the competence of other organs of society. The person (s) who is the party (s) of the transaction, the beneficiary (beneficiaries), the price, the subject of the major transaction or other, must be listed in the decision to consent to the commission or subsequent approval of a large transaction. its essential conditions or the order in which they are defined. The decision to consent to a major transaction may not specify the party to the transaction and the beneficiary if the transaction is concluded at the auction and otherwise if the party to the transaction and the beneficiary cannot be identified at the time of receipt of consent to the transaction. Provisions of the third paragraph of this paragraph do not apply to the transactions of joint-stock companies included in the list of strategic enterprises and strategic joint-stock companies, approved by the decree of the President of the Russian Federation Re-approval of the list of strategic enterprises and strategic joint-stock companies, as well as joint-stock companies, 50 per cent or more of whose shares are owned by the Russian Federation and (or) for which special law is used OF THE PRESIDENT OF THE RUSSIAN FEDERATION The decision to consent to a major transaction may also specify the minimum and maximum parameters of the terms of the transaction (the upper limit of the value of the property purchase or the lower value of the sale of the property); or The procedure for their determination, consent to a number of similar transactions, alternatives to the terms of the transaction requiring consent to the transaction, consent to a major transaction, subject to multiple transactions simultaneously. A decision to consent to a major transaction may specify a time limit within which such a decision is valid. If such a period is not specified in the decision, consent shall be deemed to be valid within one year from the date of its adoption, unless otherwise stipulated by the substance and terms of the major transaction to which the consent was given, or The circumstances in which consent was given. A major transaction may be made under the adjective condition of obtaining approval for its commission in the manner prescribed by this Federal Law. 5. In the case of a major transaction worth more than 50 per cent of the book value of the company's assets determined according to its accounting (financial) records at the last reporting date, At the same time is a transaction in which there is an interest, and in accordance with the present Federal Law, the issue of consent to a major transaction was submitted to the general meeting of shareholders (Chapter XI of the present Federal law), the decision to consent to a major transaction is considered to be adopted, if it is given the number of votes required under article 49, paragraph 4, of this Federal Law, and the majority of the votes of all shareholders not interested in the transaction of voting shareholders participating in the voting A general meeting of shareholders. In the case of a major transaction worth between 25 and 50 per cent of the book value of the company's assets determined according to its accounting (financial) records at the last reporting date, At the same time is a transaction in which there is an interest, and in accordance with the present Federal Law, the issue of consent to a major transaction was submitted to the general meeting of shareholders (Chapter XI of the present The Federal Law), the decision to consent to a major transaction is made in the in accordance with chapter XI of this Federal Act. 6. A major transaction, committed in violation of the procedure for obtaining consent to it, may be declared invalid (article 173-1 of the Civil Code of the Russian Federation) on the claim of a society, a member of the board of directors (supervisory board) the company or its shareholders (the shareholder) who own at least one percent of the voting shares of the society. The limitation period for a large transaction to be void in the event of its omission is not to be restored. "; e) to supplement paragraph 6-1 as follows: " 6-1. The court refuses to accept a claim for a major transaction in the absence of an appropriate consent to be made null and void if one of the following circumstances is present: 1) by the time the case is considered in The court is presented with evidence of subsequent approval of the transaction; (2) in a case in court it is not proven that the other party on the transaction knew or knew that the transaction was for the public a large transaction, and (or) the lack of adequate agreement to commit it. "; (g) Paragraph 7 should be declared invalid; 11) in article 81: (a), paragraph 1 should read: " 1. The transaction in which there is an interest is recognized as having the interest of a member of the board of directors (supervisory board) of a society, a single executive body, a member of a collegiality An executive organ of a society or a person who is the controlling person of the society or a person who has the right to give guidance to society. These persons are recognized as having an interest in the society of the transaction in cases where they, their spouses, parents, children, half-and non-half-full siblings, adoptive parents and adopted and (or) persons under their control (controlled organizations): is a party, beneficiary, intermediary or representative in the transaction; is the controlling face of the legal entity that is a party, beneficiary, intermediary, or Representative in the transaction; held positions in the administration A legal person who is a party, a beneficiary, a mediator or a representative in a transaction, as well as a position in the governing bodies of the governing organization of such a legal entity. For the purposes of this chapter, an individual who has the right directly or indirectly (through his or her persons under his control) is entitled to be directly or indirectly controlled by the entity under the control of the organization and (or) under the contracts of trust Management of property, and (or) a simple partnership, and (or) an assignment, and a (or) other agreement, the subject of which is the exercise of rights certified by shares (shares) of the entity under control, more than 50 % of votes in the supreme body of the control of the entity under the control or right Appoint (elect) a single executive body and (or) more than 50 per cent of the collegial body of the entity under the control. A control person (controlled by the organization) is a legal entity under the direct or indirect control of the controlling person. For the purposes of this chapter, the Russian Federation, the constituent entity of the Russian Federation, municipal education is not recognized by the controlling persons. Staked in joint-stock companies included in the list of strategic enterprises and strategic joint-stock companies, approved by the decree of the President of the Russian Federation on the approval of the list of strategic enterprises and of strategic joint-stock companies, as well as joint-stock companies, 50 per cent or more of whose shares are owned by the Russian Federation and (or) for which the special right to participate in the management of the Russian Federation is used. by society ("golden share") other than those referred to in this article, recognize a person who has the right, directly or indirectly (through persons under his or her control), to dispose of more than 20 per cent of the votes in the supreme organ of the control of an entity under the control, or the right to appoint a single executive body and (or) more than 20 per cent of the collegial body of the entity under the control. "; b) to supplement 1-1 with the following content: " 1-1.Society is obliged to inform about the transaction in which there is an interest, Members of the board of directors (supervisory board) of the society, members the collegiating executive body of society, and in the event that such a transaction has an interest in all members of the board of directors (supervisory board) of the society, or in the event that its formation is not provided for by law or by the society's charter- The shareholders are in the order stipulated for the general meeting of shareholders, unless otherwise stipulated by the charter of the company. The Charter of the society may provide for the obligation to notify shareholders, together with members of the board of directors (supervisory board) of the society. The notification shall be sent not later than fifteen days before the date of the transaction in which the interest is expressed, unless otherwise stipulated by the statute of the society, and it shall specify the person (s), Being a party to it (the parties), the beneficiary (beneficiaries), the price, the subject matter of the transaction and other essential conditions or the manner in which they are defined, and the person (s) having an interest in the transaction, the grounds on which the transaction is based The person (each of the persons) having an interest in the transaction is such. In preparation for the annual general meeting of shareholders in public society, persons entitled to participate in the annual general shareholders ' meeting should be provided with a report on the transactions of the public in the reporting year, The commission of which is interested. The report should be signed by the sole executive body of the society and approved by the board of directors (supervisory board) of the society, and the reliability of its data must be confirmed by the audit commission (auditor) of the society. "; , paragraph 2), amend to read: " 2. The provisions of this chapter do not apply to: 1) to transactions occurring in the ordinary course of the business of a society, provided that the society has repeatedly, for a long period of time, under similar conditions Similar transactions, in which there is no interest, including transactions made by credit organizations under article 5 of the Federal Act on Banks and Banking Activities; 2) to Societies, 100% of the voting shares belong to one person who is at the same time as the only person with the authority of the sole executive organ of the society; 3) to transactions in which all the owners of voting shares in society are interested, in the absence of the interest of other persons, the exception of the case, if the charter of a non-public society provides for the right of the shareholder to demand consent to the transaction before it is committed; 4) to transactions involving accommodation, including through subscription, shares The society and the commission of securities convertible into the shares of the society; 5) to transactions to host society by open bond or purchase by the society of its bonds; 6) to the acquisition or repurchase by society of the shares; 7) to relations, arising from the transfer of property rights in the process of the reorganization of society, including the merger and accession treaties; 8) to transactions that are compulsory for society in accordance with federal laws; and by other legal acts of the Russian Federation shall be made at the prices determined in accordance with the procedure established by the Government of the Russian Federation, or at the prices and tariffs set by the authorized Government of the Russian Federation by the federal executive authorities, as well as to the public contracts concluded by society under conditions other than those of public contracts concluded by the public; 9) to transactions carried out in accordance with article 8, paragraphs 6 to 8 of the Federal Act of 26 March 2003 No. 35-FZ "On the Electricity Industry"; 10) under the same conditions as a provisional treaty, if such a treaty contains all the particulars prescribed in article 83, paragraph 6, of this Federal Act, and has received consent to its conclusion in the manner provided for in this article. Chapter; 11) to open tendering or open tendering if the terms and conditions of such tenders are provisionally approved by the board of directors of the society; 12) to transactions, subject matter which is the property whose cost or book value is not More than 0.1 per cent of the book value of the assets of the society, according to its accounting (financial) records, at the last reporting date, provided that the size of such transactions does not exceed the limit set by the Bank of Russia. "; Article 82 should read: " Article 82. Information about the interest in the commission of the transaction 1. Persons referred to in paragraph 1, first paragraph 1 of article 81 of this Federal Act, within two months of the date on which they were or were to be discovered of the circumstances in which they may be recognized as having an interest in the commission of the offence. The society deals with the obligation to notify society: (1) of the legal persons against whom they, their spouses, parents, children, siblings, adoptive parents and adopted and (or) their adoptive parents are by controlling persons or having the right to give mandatory instructions; (2) on legal persons with whom they, their spouses, parents, children, half-and non-half-full brothers and sisters, adoptive parents and adopted and (or) persons under their control hold positions; 3) on known names In the case of a person who is a member of the Group of Interested States. 2. In the event that the particulars referred to in paragraphs 1 and 2 of paragraph 1 of this article are modified, after the society has received the notification referred to in paragraph 1 of this article, the persons referred to in paragraph 1 of article 81 of this Federal Act shall, is obliged to notify society of the change of such information within 14 days from the date on which they learned or should have been informed of their change. 3. The requirements of the direction and form of notifications provided for in paragraphs 1 and 2 of this article shall be determined by the Bank of Russia. 4. The Society shall communicate the information contained in the notifications it received pursuant to paragraphs 1 and 2 of this article to the Board of Directors (Supervisory Board) of the Society, the Audit Commission (Auditor) of the Society and the Auditor of the Society at its request. "; 13) in article 83: (a) in the name of the word" approval "should be replaced by the word" commit "; (b) paragraph 1 should read: " 1. The transaction in which an interest is held does not require the prior consent of the transaction. The consent of the board of directors (the supervisory board) of the society or the general meeting of shareholders in accordance with this article may be obtained before it is committed A single executive body, a member of the collective executive body of a society, a member of the board of directors (a supervisory board) of a society or a shareholder (shareholders) with at least one percent of the voting shares in the society. The requirement to hold a general meeting of shareholders or a meeting of the board of directors (supervisory board) of the society to address the issue of consent to the transaction in which interest is given, and shall be considered in the manner provided for in article 55 of this Federal Law. The Board of Directors (Supervisory Board) may refuse to meet the requirement to hold a general meeting of shareholders or board of directors (supervisory board) of the society on the grounds provided for in article 55 of the present The Federal Law, as well as the case, if at the time of consideration of the claim, there is a consent or refusal to consent to the transaction. The restatement of claims may not be earlier than three months, if a lesser time is not provided for by the charter of the society. "; in the) in paragraph 2 of the word" In a society with the number of shareholders holding the voting shares of 1,000 and less a decision about Approval "shall be replaced by the words" In the case provided for in paragraph 1 of this article, in a non-public society, the decision to consent to the commission ", after the words" a majority of the directors, "should be supplemented by the words" if the need for more votes is not required is provided for in the statutes of the society, "; .) Paragraph 3 should read as follows: " 3. In the case referred to in paragraph 1 of this article, the decision of the board of directors (supervisory board) of the society by a majority vote is taken by the board of directors in the public society (if the need for more votes is not required by the charter of the society) of directors who are not interested in the commission, which were not and were not in the one year preceding the decision: 1) by the person exercising The functions of the sole executive organ of a society, including its as a manager, a member of a collegiating executive organ of the society, a person holding positions in the governing bodies of the governing organization of the society; 2) a person, a spouse, parents, children, half-siblings, half brothers and sisters, adoptive parents and adopted by persons holding positions in the governing bodies of the governing organization of the society, the managing organization of the society, or the person who is the managing society; 3) the person controlling the society or the management organization (s) to which the functions were transferred of a single executive organ of the society, or entitled to give society mandatory instructions. "; d) to supplement paragraphs 3-1 and 3-2 as follows: " 3-1. In the event that the number of directors who are not interested in the transaction and meeting the requirements of paragraph 3 of this article becomes less than two directors, if the greater number of directors constituting the quorum for the conduct of the transaction Meetings of the board of directors (supervisory board) of public society on this issue are not provided for in the statute of the public society, such a transaction requires the consent of the general meeting of shareholders to its commission in the manner provided for in paragraph 4 of this article. 3-2. The Charter of the society may provide that all or certain transactions in which interest is shown and which do not require the consent of the general assembly of shareholders to commit them in accordance with paragraph 4 of this article shall be required by the case referred to in paragraph 1 of this article, consent of directors who are not interested in the transaction and meeting both the requirements of paragraph 3 of this article and the additional criteria established by the statute of society. In such a case, the fatigue of society should also include a quorum for a meeting of the board of directors (supervisory board) on the matter, which cannot be composed of less than two directors. If the number of such directors becomes less than the amount of quorum required by the charter to hold a meeting of the board of directors (supervisory board) on the matter, this decision shall be taken the general meeting of shareholders in the manner provided for in paragraph 4 of this article. "; (e) paragraph 4 should read as follows: " 4. The decision to consent to the transaction in which the transaction is committed is taken by the general meeting of shareholders by a majority of all those who are not interested in the transaction of the shareholders of the society, voting, in the following cases: if the subject of a transaction or several related transactions is the property the value of which according to the accounting data (the price of the purchase of the property) is 10% and more of the book value of the company's assets Accounting (financial) reporting on the last reporting date, except for the transactions envisaged in paragraphs 3 and 4 of this paragraph; if the transaction or several related transactions are common sales shares of more than 2 per cent of common shares previously allocated by society and ordinary shares to convert earlier emissive securities convertible into equities if the charter of the society is not provided for less equity; if a deal or a few The interrelated transactions are the realization of the preferred shares, which comprise more than two percent of the shares previously held by the company, and the shares in which previously placed emissive securities convertible into stocks may be converted, If the society's charter does not provide for a lower number of shares. "; f) to supplement paragraph 4-1 as follows: " 4-1. If, in the case of a non-public society transaction requiring consent to it in accordance with paragraph 4 of this article, all shareholders in the voting society shall be deemed to be interested, and by any of them. The shareholders are required to consent to it, provided that such a right is granted to it by the charter of the society, this consent is given by majority vote of all voting shareholders of the society taking part in the voting. If, in committing a transaction requiring consent to its commission in accordance with paragraph 4 of this article, all shareholders in the voting shares of the public are recognized as having an interest in the transaction in accordance with article 81, paragraph 1, of this Federal Act, consent to the transaction is given by the majority of the shareholders in the voting shares of the society receiving the transaction. (...) (...) and) Paragraph 6 should read: " 6. The rules set out in article 79, paragraph 4, of this Federal Act shall apply to the decision to consent to the transaction in which the interest is held. In addition, the decision to consent to the transaction must specify the person (s) having an interest in the transaction, the grounds on which the person (each of the persons) having an interest in the transaction is such. "; Paragraph 8 should read: " 8. The Charter of a non-public society may be set out in a manner other than the procedure established by this chapter for the approval of transactions in which there is interest, or it is established that the provisions of chapter XI of this Federal Act are not apply to this society. Such provisions may be provided for by the bylaws of the non-public society at its establishment or in making changes in the tiring of society by the decision of the general shareholders ' meeting, adopted unanimously by all shareholders. An exception to the statutes of the Society is made by the decision of the general shareholders ' meeting, adopted by all shareholders unanimously. "; 14) in article 84: (a) the name should be redrafted to read: " Article 84. The procedure for contesting a transaction for which no agreement was reached "; b), paragraph 1, should read: " 1. In the case of a transaction in which there is an interest, the member of the board of directors (the supervisory board) or its shareholders (the shareholder), having in aggregate not less than one % of the voting shares of the company are entitled to ask the society to provide information concerning the transaction, including documents or other information confirming that the transaction does not violate the interests of the society (including by (a) The right to development. The information shall be provided to the person requesting it within a period not exceeding 20 days from the date of receipt of the claim. A transaction with interest may be declared invalid (article 174, paragraph 2, of the Civil Code of the Russian Federation) on the claim of a society, a member of the board of directors (a supervisory board) of a society or its shareholders (shareholders) who own at least one percent of the public's voting shares, if committed to the detriment of the public interest and proved that the other party to the transaction knew or knew that the transaction was For the society, the transaction in which the interest is expressed and (or) that there is no agreement on its commission. In this case, the absence of consent to the transaction does not in itself constitute a ground for the transaction to be declared null and void. The limitation period for the requirement of recognition of a transaction where there is interest is not valid in the event of a permit is not restored. "; c) to supplement paragraph 1-1 as follows: " 1-1. Damage to the public interest resulting from a transaction of interest is presumed, unless otherwise proved, the following conditions: 1) there is no consent to the commission or subsequent approval of the transaction; (2) the person making the claim that the transaction was declared invalid was not provided with information in relation to the disputed transaction in accordance with paragraph 1 of this article. "; In paragraph 2, the first sentence should read: " The Conference of the Parties, on the claim of a society or its shareholder is liable to the public to the extent of the damages suffered by society, regardless of whether the corresponding transaction has been declared null and void. "; d) to supplement paragraph 3 of the following Content: " 3. In the event that the person referred to in paragraph 1 of article 81 of this Federal Act is subject to an interest on the date of the transaction in which the interest is held, the obligation to notify the society of the occurrence of the circumstances is in force. of whom the person concerned may be declared to be interested in accordance with article 82 of this Federal Act, the guilt of the said person in causing the society to such a transaction is assumed. "; 15) in article 84-6, paragraph 1: (a) In the fourth paragraph, the word "approval" should be replaced by " consent to commit or subsequent approval "; b) in the fifth word" approval "is replaced by the words" consent to commit or subsequent approval ". Article 2 Article 2 href=" ?docbody= &prevDoc= 102404843&backlink=1 & &nd=102051516 "target="contents"> dated February 8, 1998 No 14-FZ " On Societies with Restricted Liability " (Legislative Assembly of the Russian Federation, 1998, No. 7, p. 785; 2009, No. 1, sect. 20; No. 29, sect. 3642; 2011, No. 1, sect. 13; 2013, No. 30, sect. 4043) The following changes: 1) Article 40 to add to paragraph 3-1 as follows: " 3-1. The Charter of the society may require the consent of the board of directors (supervisory board) of the society or the general meeting of the participants of the society to commit certain transactions. In the absence of such consent or subsequent approval of the transaction concerned, it may be challenged by the persons referred to in article 46, paragraph 4, paragraph 4, of this Federal Act, in the order and on the grounds set forth in paragraph 1 of the article 174 of the Civil Code of the Russian Federation. "; 2) paragraph 2 of article 43, paragraph 5, amend to read: " Recognition of the decisions of the general meeting of the participants of the society on the approval of major transactions or decisions of the general assembly or decisions of the board of directors (supervisory board) In the case of an appeal against such decisions, societies for the approval of transactions that are subject to an interest are not subject to the recognition of the transactions in question. should be amended to read: Article 45. The interest in the society of the transaction 1. The transaction in which there is an interest is recognized as having the interest of a member of the board of directors (supervisory board) of a society, a single executive body, a member of a collegiality An executive organ of a society or a person who is the controlling person of the society or a person who has the right to give guidance to society. These persons are recognized as having an interest in the society of the transaction in cases where they, their spouses, parents, children, half-and non-half-full siblings, adoptive parents and adopted and (or) persons under their control (controlled organizations): is a party, beneficiary, intermediary or representative in the transaction; is the controlling face of the legal entity that is a party, beneficiary, intermediary, or Representative in the transaction; held positions in the administration A legal person who is a party, a beneficiary, a mediator or a representative in a transaction, as well as a position in the governing bodies of the governing organization of such a legal entity. For the purposes of this article, the controlling person shall recognize a person who has the right, directly or indirectly (through his or her persons under their control), to be in the force of participation in a controlled organization and (or) under a contract of trust Management of property, and (or) a simple partnership, and (or) an assignment, and a (or) other agreement, the subject of which is the exercise of rights certified by shares (shares) of the entity under control, more than 50 % of votes in the supreme body of the control of the entity under the control or right Appoint (elect) a single executive body and (or) more than 50 per cent of the collegial body of the entity under the control. A control person (controlled by the organization) is a legal entity under the direct or indirect control of the controlling person. For the purposes of this article, the Russian Federation, the constituent entity of the Russian Federation, municipal education shall not be recognized by the controlling persons. 2. The persons referred to in the first paragraph of paragraph 1 of this article shall be brought to the attention of the general meeting of the participants of the society and, subject to the presence of the board of directors (supervisory board), also to the board of directors (supervisory board). Information society: on legal persons under their control; on legal entities in which they hold positions in the administration; on the presence of relatives named in paragraph 1 of this article of the persons under control (controlled by organizations) (if available); on known or anticipated transactions in which they may be recognized as having an interest. 3. The society is obliged to inform about the transaction of which there is interest, the non-interested members of society in the order provided for the notification of the participants of the society to hold the general meeting of the participants of the society, and The Board of Directors (supervisory board) is also a member of the board of directors (supervisory board) of the society. The notice shall be sent not later than fifteen days before the date of the transaction, unless otherwise stipulated by the constitution of the society, and it must include the person (s) that is its party, the beneficiary, the price, The subject matter of the transaction and other substantive terms or conditions thereof, or the manner in which they are defined, and the person (s) having an interest in the transaction, the grounds on which the person (each of the persons) having an interest in the transaction is such. In preparation for the annual general meeting of the participants of the society, persons entitled to participate in the annual general meeting of the participants of the society should be given a report on the transactions of the society in the reporting year, The commission of which is interested. The report must be provisionally approved by a person who has the right, independently of others, to exercise the powers of the sole executive organ of the society (in the case where the sole authority is exercised by a number of individuals by all such persons), as well as by the board of directors (the supervisory board) of the society and the audit commission (the auditor) of the society, in the event that their establishment is provided for in the Statute of the Society. 4. The transaction in which an interest is held does not require the prior consent of the transaction. The consent of the board of directors (supervisory board) of the society or the general assembly of the members of society in accordance with this article may be obtained before the transaction is committed The requirement of a single executive body, a member of the collegiating executive body of a society, a member of the board of directors (supervisory board) of the society in the event that their establishment is provided by the charter of the society, or participants (participant), share which together make up at least one per cent of the authorized capital of society. The board of directors (the supervisory board) of the society by a majority vote (if the need for more votes is not required) is provided for by the charter of the society, not interested in its commission, or by a general meeting of the participants of the society by a majority vote (if the need for more votes is not required by the charter of the society) from the total number of votes of the participants in the society, Not interested in the transaction. 5. The provisions of article 46, paragraph 3, of this Federal Act apply to the decision to consent to the transaction in which the interest is held. In addition, the decision to consent to the transaction must specify the person (s) who has an interest in the transaction, the reasons why the person (each of the persons) having an interest in the transaction is such. 6. In the case of a transaction in which there is an interest, the member of the board of directors (the supervisory board) of the society or its members, having at least one percentage point, shall not consent to the transaction. of the total number of votes of the participants of the society, has the right to ask the society to provide information concerning the transaction, including documents or other information confirming that the transaction does not violate the interests of society (committed on conditions, not significantly different from market and other). The information shall be made available to the requesting person within a period not exceeding 20 days from the date of receipt of the claim. A transaction with interest may be declared invalid (article 174, paragraph 2, of the Civil Code of the Russian Federation) on the claim of a society, a member of the board of directors (a supervisory board) of a society or its Participants (participant) with at least one percentage of the total number of votes of the community, if committed to the detriment of the public interest and proved that the other party to the transaction knew or knew that the transaction was For the society, the transaction in which the interest is expressed and (or) the lack of consent to it. In this case, the absence of consent to the transaction does not in itself constitute a ground for the transaction to be declared null and void. The statute of limitations on the request for recognition of a transaction having an interest is not valid in the event of its omission. Damage to the public interest as a result of the transaction in which the transaction is committed is presumed, unless otherwise proved, provided that the following conditions are met: there is no consent to commit or the subsequent approval of the transaction; , the person who made the claim for the annulment of the transaction was not, upon request, provided with information in respect of the disputed transaction in accordance with the first paragraph of this paragraph. 7. The provisions of this article shall not apply: to transactions occurring in the ordinary course of the business of a society, provided that the society has repeatedly, for a long period of time, under similar conditions Similar transactions, where there is no interest, including transactions carried out by credit organizations under article 5 of the Federal Act on Banks and Banking; from one participant who is simultaneously the only person in possession of authority of the sole executive organ of the society; to transactions in which all members of the public are interested in the transaction, unless there is an interest in the transaction of other persons, except if The Constitution of the society provides for the right of a participant to demand consent to the transaction before it is committed; to relations arising from the transfer to society of a share or part of a share in its authorized capital in cases, provided for by this Federal Law; by public bond purchases or acquisition by the community of bonds issued by them; to relations arising from the transfer of rights to property in the process of reorganization of the society, including the merger and of accession; to transactions, the commission of which is compulsory for the society in accordance with federal laws and (or) other legal acts of the Russian Federation, and the calculation of which is made at the prices determined in the order, OF THE PRESIDENT OF THE RUSSIAN FEDERATION OF THE PRESIDENT OF THE RUSSIAN FEDERATION Transactions subject to the same conditions as a preliminary contract, if such a treaty contains all the particulars referred to in paragraph 5 of this article and has obtained consent to its conclusion in the manner provided for in this article, the management of the society to which it is responsible consent to the conclusion of a core contract; to transactions concluded in open tendering or following open tendering if the terms and conditions of such tenders are provisionally approved by the board of directors (supervisory board a council) or a general meeting of the community; to transactions subject to property, whose value or book value is not more than 0.1 per cent of the book value of the assets of the society identified by the data its accounting (financial) statements at the last reporting date, The size of such transactions does not exceed the limit set by the Central Bank of the Russian Federation. Information on the commission of such transactions shall be disclosed in the manner provided for in paragraph 3 of this article. 8. In the case of the formation of a board of directors (supervisory board) in the society, the decision to consent to the transactions in the commission of which there is interest may be taken in the case provided for in paragraph 4 of this article. is a society's charter to the board of directors (supervisory board) of the society, unless the transaction price or the value of the property that is the subject of the transaction exceeds 10 per cent of the book value of the assets of the society, Report of the Board of Period. 9. The statutes of a society may differ from the procedure established in this article for the approval of transactions in which there is an interest, or it is established that the provisions of this article shall not apply to that society. Such provisions may be prescribed by the statute of the society when it is established or amended by a unanimous decision of the general meeting of the participants of the society. An exception to the statutes of the Society is made by the decision of the general meeting of the participants of the society, adopted by all members of the society unanimously. "; Major deals 1. A major transaction is a transaction (several interrelated transactions) that go beyond ordinary economic activity and, at the same time, the acquisition, alienation or alienation of the society, either directly or indirectly Property (including loan, credit, mortgage, surety, acquisition of a number of shares (other emissive securities) of public society, which results in the duty of the public to send a mandatory Proposal in accordance with Chapter XI-1 of the Federal Act of 26 December 1995 No. 208-FZ "On joint-stock companies"), with a price or book value of 25 per cent or more of the book value of the company's assets determined according to its accounting (financial) records at the last reporting date; stipulating the obligation of society to transfer property to temporary possession and (or) use, or to grant to a third person the right to use the result of an intellectual activity or a means of individualization under the terms of a licence, if their book value is 25 per cent or more of the balance sheet. The value of the company's assets determined according to its accounting (financial) records at the last reporting date. 2. In the event of the alienation or alienation of property with the book value of the assets of the society, the most of the two values shall be compared with the book value of such property and the value of its disposition. In the event of the acquisition of assets with the book value of the assets of the society, the acquisition price of such property shall be compared. In the case of the transfer of the property of the society to temporary possession and (or) the use of the carrying amount of the assets of the society, the carrying amount of the transferred to temporary ownership or use of the property is compared. In the case of a society transaction or several related transactions for the acquisition of shares (other emissive securities) of public society, which will give rise to the society's duty to The acquisition of shares (other equities) in accordance with Chapter XI-1 of the Federal Act No. 208-FZ of 26 December 1995 "On joint-stock companies", with the book value of the assets of the society, equates the price of all shares that can be acquired by society in such transactions, in accordance with the chapter XI-1 Federal Act No. 208-FZ of 26 December 1995 on joint-stock companies. 3. The decision to consent to a major transaction is the competence of the general assembly of the participants of the society. In the case of the formation of a board of directors (supervisory board) in the society, the decision to consent to major transactions involving the acquisition, disposition or possibility of the alienation of society, either directly or indirectly The value of the property, which is between 25 and 50 per cent of the value of the property of the society, may be attributed to the company's charter to the board of directors (supervisory board) of the society. The decision to consent to a major transaction must include the person (s) that is its party, the beneficiary, the price, the object of the transaction and other essential conditions or the order in which they are defined. The decision to consent to a major transaction may not specify the party to the transaction and the beneficiary if the transaction is concluded and in other cases, if the party to the transaction and the beneficiary cannot be identified The time of consent to the transaction. The decision to consent to or subsequent approval of the transaction may also include: for minimum and maximum transaction conditions (the upper limit of the value of the property purchase or the lower cost limit) Sale of property) or the order of their determination; to consent to a series of similar transactions; to alternatives to the terms of the transaction requiring consent to the transaction; for consent to the transaction if multiple transactions are made simultaneously. A decision on consent to the commission or subsequent approval of a major transaction may indicate the period of time during which such a decision is valid. If such a period is not specified in the decision, consent shall be deemed to be valid within one year from the date of its adoption, except if another period is derived from the substance and terms of the transaction to which the consent was given, or in the circumstances, of which there was consent. A major transaction may be concluded under the suspenseful condition of consent to its commission in accordance with the procedure established by this Federal Law. 4. A major transaction, committed in violation of the procedure for obtaining consent, may be declared invalid under article 173-1 of the Civil Code of the Russian Federation on the claim of a society, a member of the board of directors (a) a society or a participant (a participant) who has at least one percent of the total number of votes of the participants in the society. The limitation period for a large transaction is not valid if it is not restored. 5. The court refuses to accept a claim for a large transaction committed in violation of the order of consent to be made null and void if one of the following circumstances is present: when the case is considered the court is presented with evidence of subsequent approval of the transaction; it has not been proven in a case in court that the other party knew or knew that the transaction was a major transaction for the society A transaction, and (or) that there is no adequate agreement to commit it. 6. In the event that a large transaction is simultaneously a transaction in which there is an interest, and in accordance with the present Federal Law, the question of consent to the transaction has been brought to the general meeting The Conference of the Parties, 7. The provisions of this article do not apply: to a single person who is simultaneously the only person who has the authority of the sole executive organ of the society; to relations, arising from the transfer to society of a share or part of the share of its authorized capital in the cases provided for by this Federal Law; to relations arising from the transfer of rights to property in the process of reorganization of the society, including on merger and accession treaties; to transactions, The commission of which is compulsory for the society, in accordance with federal laws and (or) other legal acts of the Russian Federation, and the calculation of which are made at the prices determined in accordance with the procedure established by the Government of the Russian Federation, or at prices and tariffs established by the Government of the Russian Federation authorized by the Federal Executive, as well as to public contracts concluded by the society on terms not different from the conditions of the other society of public contracts; to the acquisition of shares (other (c) Public company securities that are subject to the compulsory motion for the acquisition of shares (other emissive securities) of the public society; Transactions subject to the same conditions as a preliminary contract, if such a treaty contains all the particulars referred to in paragraph 3 of this article, and has received consent to its conclusion in the manner provided for in this article. 8. For the purposes of this Federal Act, transactions which do not go beyond the limits of ordinary economic activity are understood to be any transactions that have been made in the activities of the relevant society or other economic entities exercising The same type of activity, regardless of whether such transactions have been made by such a society earlier, if such transactions do not result in the cessation of the activity of the society or its modification or the substantial change in its scope. ". Article 3 Paragraph 14, paragraph 14, paragraph 14, paragraph 14 Federal Act No. 120 of 7 August 2001 on amendments and additions to the Federal Act on joint-stock companies (Parliament) of the Russian Federation, 2001, No. 3423) be declared invalid. Article 4 This federal law comes into force on January 1, 2017. President of the Russian Federation Vladimir Putin Moscow, Kremlin July 3, 2016 No. 343-FZ