30 March 20223 minute read

Annex 1 Signs of a Controlled Person1

1 A Foreign Person has the right to directly or indirectly exercise discretion (including on the basis of a transaction) in relation to more than 50% of the total number of votes attached to the voting shares / participation interest comprising the authorised capital of the Controlled Person; and/or

2 A Foreign Person may directly or indirectly exercise discretion in relation to 50% or less of the total votes attached to the voting shares/participation interests comprising the authorised capital of the Controlled Person, provided that the ratio of the votes attached to such shares/participation interests in relation to which the Foreign Person is entitled to exercise discretion, and the votes attached to the voting shares/participation interests comprising the authorised capital of the Controlled Person and held by other shareholders/members of the Controlled Person is such that the Foreign Person is able to determine the decisions taken by the Controlled Person; and/or

3 The right to exercise discretion, directly or indirectly, in relation to more than 50% of the total number of votes attached to the voting shares/participation interests comprising the authorised capital of the Controlled Person, or, subject to the provisions of paragraph 2 above, less than 50% of the total number of votes attached to the voting shares/participation interests comprising the authorised capital of the Controlled Person, belongs in the aggregate to the Foreign Persons not belonging to the same group of persons who are foreign investors not providing information and/or foreign states and/or international organisations (with some exceptions) and/or are controlled by foreign investors not providing information and/or foreign states and/or international organisations (with some exceptions). The sign of a Controlled Person being under the control of Foreign Persons in the aggregate not belonging to the same group of persons shall not apply to foreign investors that are shareholders of an organisation that is a public company within the meaning of article 11 of the Russian Tax Code, except for shareholders of such company that are international organisations and/or foreign states and/or organisations controlled by them; and/or

4 A Foreign Person has obtained, by virtue of a contract or otherwise, the right or authority to determine the decisions taken by the Controlled Person, including the terms and conditions of the business activity conducted by the Controlled Person; and/or

5 A Foreign Person is authorised to appoint the sole executive body and/or more than 50% of the collective executive body of the Controlled Person and/or has an unconditional right to elect more than 50% of the board of directors/supervisory board or other collective governing body of the Controlled Person; and/or

6 The Foreign Person exercises the powers of the Controlled Person's management company.We note that special control criteria are established for persons using a subsurface area of federal significance and/or harvesting (catching) aquatic biological resources.


1 Federal Law No. 57-FZ of 29 April 2008 "On the Procedure for Foreign Investments in Business Companies of Strategic Importance for National Defence and State Security", article 5.
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