New edition Registered with the Central Bank of Armenia ________________ Chairman A. Javadyan 22 December 2009 CENTRAL DEPOSITORY OF ARMENIA OPEN JOINT STOCK COMPANY TARIFF RULES (New edition) Article 1. General Provisions
1. Subject of the Rules
1.1. These Rules set out fees charged by the “Central Depository of Armenia” open
joint stock company (hereinafter referred to as “the Depository”) for the services provided as part of its operations carried out in accordance with the Law of the Republic of Armenia “On Securities Market” (hereinafter also “the Law”).
2. Scope of the Rules
2.1. The requirements of these Rules shall apply to those issuers, registered
shareholders (nominees), securities settlement system members and other persons, which in order defined by the Law and the Depository Rules use the services provided by the Depository as envisaged by these Rules.
3.1. The concepts used in these Rules shall have the meanings as specified below:
3.1.1. “AMD” shall mean the Armenian dram. 3.1.2. “Tariff” shall mean the amount in AMD or a percentage to the main
criteria of the relevant service, payable for the services provided by the Depository as envisaged by present Rules.
3.1.3. “Reference quarter” shall mean a three month period defined every three
months starting the beginning of the year. the three months period starting from the beginning of the year. The first reference quarter shall be the period starting from the date the shareholders (nominees) registry keeping agreement is concluded with the issuer up to the end of the three month period.
3.1.4. “Authorized electronic address” shall mean the electronic address
registered in the Central Bank of Armenia (hereinafter referred to as “the CBA”) CBANet computer network on Lotus Domino provided in the information card of the registered shareholder (nominee) being legal person, the authorized person of the latter, or stated in the agreement with the Depository, as well as the electronic address mentioned in the application submitted to the Depository. Any address provided to the Depository by a state body with a relevant notice shall also be considered an “Authorized electronic address”.
3.1.5. “Repo trade” shall mean an agreement between two parties on
concluding a repo and a return repo transactions, whereas according to the former the borrower of the funds shall sell an underlying financial instrument to the lender, and according to the latter, shall buy the same under the second transaction in future, on the conditions specified at the given time.
3.1.6. “Reverse repo trade” shall mean an agreement between two parties on
concluding a repo and a return repo transactions, whereas according to the former the borrower of a financial instruments shall buy it from the lender,
and according to the latter, shall sell the same under the second transaction in future, on the conditions specified at the given time.
3.1.7. “Registry” shall mean a system comprising the holders (nominal holders)
of registered securities and the rights such securities certify, which identifies the holders (nominal holders) of securities and their authorized representatives, the number and the class of securities held by the registered holders (nominal holders) of securities or their authorized representatives, as well as any other related information.
3.1.8. “Electronic transfer, delivery of documents” shall mean the electronic
transmission of orders (inquires) in the format prescribed by the Depository rules, from any of the authorized electronic addresses to the Depository’s authorized electronic address, as well as provision of document(s) electronically by the Depository in reply to the applicants/persons, submitted orders and/or inquiries.
3.1.9. “Securities settlement system” shall mean the body of administrative,
technical, and legal measures aimed at fulfilling and guaranteeing the fulfilment of mutual obligations arisen out of transactions in securities, pursuant to the procedure defined by the Depository’s “Rules on Securities Settlement System”.
3.1.10. “Securities settlement system member” shall mean the entity that has
become a member of the securities settlement system in accordance with the Depository’s “Rules on Securities Settlement System”.
3.1.11. “OTC market” shall mean the market of transactions, concluded out of
3.1.12. “Tranche” shall mean any of the offers of securities issued pursuant to
the same decision, but in several stages, which can differ in offer dates, maturities, and other terms and conditions.
3.2. Other concepts used in these Rules shall have the meanings as defined by the
4. Service Fee Denomination
4.1. Payment for the Depository’s services envisaged under these Rules shall be
4.2. In case payment for a Depository’s service is to be calculated as a percentage of
the main criteria of the service and those main criteria are denominated in foreign currency, the value of such criteria shall be converted into AMD, and the percentage envisaged shall be applied.
4.3. If the service’s main criteria value is denominated in currency, the fee for the
service shall be calculated based on the official Central Bank of Armenia AMD exchange rate as of the day the documents, based on which the service is provided, were filed with the Depository.
5. Payment Procedures
5.1. Payment for services provided by the Depository shall be made in cash once
documents required to get the services as stipulated by the Law, other legal acts, and the Depository Rules have been submitted to the depository (or the
order/inquiry has been submitted electronically), or through a funds transfer - prior to submitting to the Depository the documents required to get the services as stipulated by the Law, other legal acts, and the Depository Rules the relevant documents (prior to transmitting the order/inquiry electronically), except for where the payer where payment guarantees were given to the Depository; payment guarantees are expressly stated in the contract between the payer and the Depository, with payment deadlines indicated, or where the payer is a securities settlement system member. The guarantees stated in the provisions of the agreement shall serve as a ground for the payer, be that an entity that is an issuer, registered shareholder, nominal holder, securities settlement system member, or holding any other status, to make payments for all services received from the Depository according to the procedure and within deadlines set by the contract with the latter. If payment is to be effected via a funds transfer, to receive services envisaged by the Law, other legal acts, and the Rules of the Depository, the customer must also submit documents verifying that the payment has been or guaranteeing that it will be made.
5.2. As defined in point 6.1 of present Rules, while concluding a contract with the
Depository on keeping the registry of securities holders (nominal holders), the issuer shall pay for the first reference quarter of using the Depository services in advance. If the contract for keeping the registry of securities holders (nominal holders) is concluded with the Depository at the end of the reference quarter, then fees for the next reference quarter must also be paid in advance. Shareholders (nominees) registry keeping contract shall not be signed with the issuer without a document proving that such advance payment has been effected.
5.3. After the end of the first reference quarter (and in case stated in point 5.2 of this
Article – after the end of the reference quarter following the first reference quarter), payments for services defined in point 6.1 of these Rules shall be made on a monthly basis, on or before the fifth business day of each month.
5.4. Payment for services indicated in point 6.2 of these Rules shall be made twice a
year, for the period from January 1 to December 31. The amount payable for services provided by the Depository under point 6.2 of these Rules shall be calculated twice a year, for the issuer’s each registered security holder (nominal holder): the first as of July 1 and the second as of December 31, according to the Formula 1 below: Formula 1. SP = (NS*T/NOD)*D, where SP stands for the fee due; NSrepresents the number of shareholders; T stands for the tariff rate that applies to the service according to point 6.2 hereof; NOD stands for the number of days between January 1 and June 30 inclusive, or between July 1 and December 31 inclusive; Dstands for the number of days between January 1 and June 30 inclusive, or between July 1 and December 31 inclusive, for which the Depository provided
services of recording and maintaining the registry of the issuer’s registered securities holders (nominal holders). In case the contract on shareholders (nominees) registry keeping services is terminated before July 1 (for the period from January 1 to June 30) or December 31 (for the period from July 1 to December 31), the tariffs, defined in point 6.2 Rules hereof and Formula 1 shall be calculated based on the number of shareholders (nominees) as of the contract termination date and the amount dues arrived to as a result of such calculation shall be paid prior to termination of the contract with the Depository. If an advance payment has been made for any of the services provided as of the contract termination date, the relevant amount shall be recalculated and returned.
5.5. The issuer shall pay the fees defined under point 6.2 of present Rules on or
before July 30 of current year for the period from January 1 to June 30, and on or before February 10 of the following year for the period from July 1 to December 31. Securities settlement system membership fee shall be paid on a monthly basis, on or before the 5th business day. Payment for the Operator’s services defined in point 8.2 Rules hereof shall be made on a semi-annual basis, whereas the first half of the total amount shall fall due until July 30 of the current year inclusive, while the second half - until February 10 of the following year inclusive.
5.6. Not paying duly and timely, as defined in points 5.3 and 5.4 Rules hereof for
issuers and in point 5.5 for securities settlement system members, shall lead to imposing a penalty on the relevant issuer or security settlement system member at the rate of 0.15 per cent of the amount payable for each day of delay.
5.7. Tariffs for those services specified in the Article 2 hereof, which under the
legislation of RA are subject to value added tax (VAT), do not include VAT calculated as envisaged by the RA legislation.
5.8. These rules cover those services, which the Depository provides on a paid basis.
Any services other than those stated in these Rules will be provided free of charge.
5.9. The fractional part of any fee amount payable including VAT shall be rounded
5.9’ The payment, envisaged by point 9.5 of these Rules, shall be charged from both
transferer and recepient of securities, in order to process the relevant orders and transactions according to “Delivery versus payment” (DVP) principle, as defined by the Depository “Regulation on Centralized Registry Keeping and Custody”, within the same business day. No additional amount will be charged for submission of new corrected orders for securities transfer according to DVP princinple, if submitted during given business day. In cases defined by the Depository “Regulation on Centralized Registry Keeping and Custody” the relevant records on securities transfer according to DVP principle are not made to the registry within the same business day, 50% of the amount shall be transferred back until the end of the 5th banking day, following the day of securities transfer according to DVP principle.
Article 2. Tariffs for Services
5.10. In cases when, according to the issuer’s or registered shareholder (nominee)
request or application/order/inquiry, any transactions/operations are performed or other services are provided, on the day the application/order/inquiry was received, fee rates stated below shall be doubled (main criteria shall also double if envisaged by these Rules).
5.11. In case if the contract on keeping registry of nominal securities shareholders,
concluded between the issuer and the Depository, is terminated within 3 (three) years after the day of its signing, accoding to the application of the issuer and with the aim of transferring the registry to other registry keeper, the issuer shall be obliged to pay a one-time fee of AMD 100,000 to reimburse the costs of concluding the contract.
6. Services to Issuers
6.1. Keeping and maintenance of the registry of registered shareholder (nominees) (hereinafter: “the registry”)
6.2. Accounting and maintenance of shareholders (nominees) in the registry of the
6.2.1. Less than 49 registered shareholders (nominees)
6.2.2. From 50 to 99 registered shareholders (nominees)
6.2.3. From 100 to 199 registered shareholders (nominees)
6.2.4. From 200 to 299 registered shareholders (nominees)
6.2.5. From 300 to 499 registered shareholders (nominees)
6.2.6. From 500 to 699 registered shareholders (nominees)
6.2.7. From 700 to 999 registered shareholders (nominees)
6.2.8. From 1000 to 1999 registered shareholders (nominees)
6.2.9. 2000 and more registered shareholders (nominees)
6.3. Services conditioned by securities placement
6.3.1. Writing off the securities from the issuance account of
the issuer (except for corporate bonds) and entering
them to the personal accounts of the shareholders
(nominees) (except for public offering of stocks)
6.3.2. Writing off the bonds from the issuance account of the
issuer and entering them to personal accounts of the
6.3.3. Writing off the securities from the issuance account of
the issuer and entering them to personal accounts of the
shareholders (nominees) during public offering of
6.4. Corporate actions related services
6.4.1. Charter capital increase with increase in the stock
nominal value, and decrease of charter capital with a
decrease of the stock nominal valuesecurities
conversion as a result of reorganization (except for
restructuring); securities consolidation; securities split;
securities conversion to securities of another class
6.4.1* Securities purchase or buying out of the securities;
redemption of securities as a result of their purchase or
6.4.2. Delivery of written notices to the registered
shareholders (nominees) on the amount of fractional shares allocated to their personal accounts as a result of the issuer’s corporate actions
Provision at customer’s request of the list of registered shareholders (nominees), statements of transactions, and other information
6.5.1. Provision of the issuer’s registered shareholders
(nominees) list (except for the first time in current
year) upon the issuer’s request for the second and each
6.5.2. Provision of statement on transactions (securities
transfer) with the issuer’s registered shares upon their
6.5.3. Provision of statement containing other information
(other than defined in 6.5.2 point of these Rules) based
6.6. Changing of issuer’s or security’s details
6.6.1. Amendments of issuer’s details, including address,
organizational type, executive body, name of the company, or amending information about the security (dematerialization and vice versa)
6.7. Provision of international security’s identification number
6.7.1. Provision of international securities identification
7. Tariffs for services provided to registered holders (nominees) and to persons other than those defined by the Law and legal acts governing the securities market 7.1. Securities transfers
7.1.1. Securities transfer from one personal account to
another based on transactions effected (except
corporate bonds), donation (except donations to the
Republic of Armenia, public organizations,
orphanages, schools for children with limited
capabilities, family members – spouses, underage
children, lonely parents – of soldiers killed in
Karabakh war or while protecting the borders of the Republic of Armenia), based on privatization of state-owned securities or a lawful court resolution in force, or a verdict (when the Depository is not the debtor under such resolution), as well as based on any other type of alienation (except cases defined in points 7.1.2, 7.1.3 and 7.1.4 of the Rules),
7.1.2. Securities transfer from one private account to another
7.1.3. Securities transfer from one private account to another
based on repo or reverse repo agreements
7.1.4. Bonds transfer from one securities account to another
on any basis (except for the cases defined in point 7.1.3 and donations to the Republic of Armenia, public organizations, orphanages, schools for children with limited capabilities, family members – spouses, underage children, parents left without care – of soldiers killed in Karabakh was or for defence of RA
7.2. Securities blockage
7.2.1. Blockage of securities on the personal accounts of
registered shareholders (nominees) at their or their
authorized representative’s request (other than
securities blockage (pre-deposition) of securities for
7.3. Provision of statements on transactions and registry information, replying to other inquiries
7.3.1. Providing excerpts from registry or personal account;
statements on transactions over the personal account,
except for requests from registered shareholders
(nominees) on the transaction date, as well as
responses to inquiries or resolutions of courts, service
for compulsory execution of judicial acts or the
7.3.2. Provision of statements from registry and personal
accounts containing other details, including based on
the inquiry of the registered shareholder (nominee)
(except inquiries on information about transactions)
7.3.3. Responding to the requests of persons other than those
envisaged by the Law, other legal acts governing the
8. Fees Related to the Securities Settlement System 8.1. Securities settlement system membership and related fees
8.1.1. Admission fee for securities settlement system
8.1.2. Securities settlement system membership fee
8.2. Fees charged to the market Operator for defining mutual liabilities arisen out from exchange trades, as well as the clearing and settlement thereof
8.2.1. Defining of mutual liabilities arisen from exchange
8.2.2. Settlement of transactions in securities and cash
9. Other Services
9.1. Notifying the issuer on securities turnover (securities
transfer orders and their blockage as pledge)
9.2. Supervision over the issuer’s securities acquisition and
other limitations as set out in the Law and the issuer’s Charter
9.3. Suspension of voting rights on blocked shares
9.4. Amendments / clarifications to previously submitted
9.5. “Delivery versus payment” for securities transfers on
9.6. Securities placements, corporate actions, securities
blockage and transfer, where the customer expresses a wish (in writing) to also use consulting services related
to the process: “Service+Consulting”
Article3. Miscellaneous 10. Validity
10.1. These Rules shall come into force on January 1, 2010, upon approval by the
Supervisory Board of the Depository and registration with the Central Bank of Armenia.
10.2. Any amendments and addenda hereto shall be approved by the Supervisory Board
of the Depository and registered with the Central Bank of Armenia.
10.2. Should any amendments hereto be introduced by the Depository, the latter shall be
obliged to notify accordingly in due course all those issuers, with whom it has concluded securities holders (nominees) registry keeping contracts, as well as securities settlement system members. Such notification shall be considered duly delivered once new or amended rules are placed on the official web-site and/or the abovementioned rules are posted in the Depository’s public areas.
10.3. Tariffs for new services envisaged in points 9.2, 9.3 and 9.6 hereof shall come into
force upon approval/coming into force of the CBA legal acts, regulating the procedure and terms and conditions for their delivery, as well as upon registration of the Depository’s relevant rules with the CBA.
Approved by Supervisory Board “Central Depository of Armenia” ojsc _____________________ Armen Melikyan 26.11.2009 Yerevan
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