SUBJECT OF THE AGREEMENT Article 1. Subject of the Sale and Purchase Agreement
1.1. In accordance with the Agreement, the Seller undertakes to transfer the Securities Package into the ownership of the Buyer, and the Buyer undertakes to take ownership and pay for the Securities Package, which is the subject of the Agreement.
1.2. In cases where one of the Parties to the Agreement is a nominee holder (Commissioner, Agent or other person authorized to conclude transactions with the Securities Package), the provisions of the Agreement are applied taking into account the subject composition of such a legal relationship.
Article 2. Obligations of the Parties under the Sale and Purchase Agreement
Unless otherwise provided by the Agreement:
2.1. The seller is obliged:
2.1.1. Within the period determined by the Agreement for Re-registration, fulfill the obligations of Re-registration and provide the Buyer with a document on Re-registration. Obligations for Re-registration are considered fulfilled from the moment the Buyer is provided with the Re-registration Document, except for the case established by clause 2.7. Agreements. Obligations for Re-registration must be fulfilled no later than 18:30 on the last day of the period specified in the Agreement for Re-registration.
2.1.2. Pay all expenses related to the Re-registration, except for the case specified in clause 2.6. Agreements.
2.2. The buyer is obliged:
2.2.1. On the day of signing the Agreement, provide the Seller with the documents necessary for
Re-registration, and notify the Seller about the absence of the Central Bank Account (if there is one). When the Parties are in different constituent entities of the Russian Federation, the Buyer is obliged to deliver to the Seller the documents required for Re-registration within 3 (three) business days. If the Buyer does not comply with the conditions of this clause, the Re-registration period is extended by the time of the delay.
2.2.2. Sign the transfer order prepared and provided by the Seller or another similar document, if required by the Registrar of Rights for the Central Bank.
2.2.3. Within the timeframes stipulated by the Agreement, fulfill their obligations to pay for the Securities Package. The Seller has the right to demand, and the Buyer is obliged to provide (by facsimile or by courier) a copy of the document confirming the payment with the bank's mark of execution. In case of prepayment, the Buyer is obliged to provide the Seller with a copy of the document confirming the payment within 1 (one) business day from the date of execution of such payment.
2.2.4. In case of non-receipt of funds to the Seller's account when paying in foreign currency - after 3 (three) banking days, and when paying in rubles - after 2 (two) banking days from the date of expiration of the payment deadline, the Seller has the right to demand, and the Buyer is obliged within 7 (seven) banking days following the day of receipt of such a request, provide the Seller with a document confirming the withdrawal of funds from the correspondent account of the Payer's bank.
2.3. The procedure for calculating the timing of the fulfillment of obligations:
2.3.1. The terms for the fulfillment of obligations under the Re-registration established by the Agreement
calculated in working days; deadlines for fulfilling obligations to pay for the Securities Package - in bank. If the day of fulfillment of obligations or the day of expiration of the deadline for the fulfillment of obligations to pay for the Securities Package under an agreement providing for payment in US dollars is non-working under US law, then the day

Trade Agreement of PJSC Moscow Exchange
fulfillment of obligations or the end of the term for fulfilling the Buyer's obligations to pay is postponed to the next business day under the laws of the Russian Federation and the United States.
2.3.2. If the Agreement establishes that the deadlines for the fulfillment of obligations for the Re-registration and payment of the Securities Package are calculated from the date of the conclusion of the Agreement and the obligation that must be performed before another obligation was fulfilled with a delay, the deadline for the fulfillment of another obligation is extended for the duration of such delay.
2.4. The Parties have the right to involve third parties to fulfill their obligations under the Agreement, while the Party is responsible for the actions of third parties as for its own.
In the event that the fulfillment of the obligations of one of the Parties to the Agreement on the transfer or payment of the Securities Package is made by a third party, the relevant Party is obliged to provide a document issued on behalf of this third party, indicating that the transfer or payment of the Securities Package was made in fulfillment of obligations under this Agreement. Until such documents are received, the other Party has the right to suspend the further fulfillment of its obligations under the Agreement. The provisions of this clause do not apply if the intention of a third party to fulfill the obligations of one of the Parties in the event of the conclusion of the relevant Agreement clearly follows from the previously provided contracts and / or other documents.
2.5. If, under the terms of Re-registration within the RDO, the submission of an order by the RDO is required from the Seller and from the Buyer, the latter agree on the date of Re-registration, which is indicated in the orders of the RDO.
Unless otherwise provided by agreement of the Parties, the orders shall indicate the last day of the term for Re-registration established by the Agreement and the provision of Submission of the Re-registration Document.
2.6. If the Re-registration is made from account to account in one RDO, the costs associated with the Re-registration are distributed between the Parties in accordance with the rules of this RDO.
2.7. If the Re-registration is carried out in NCO JSC NSD, the Seller is not obliged to provide the Buyer with the Re-registration Document and is not responsible for its failure to provide it.
2.8. In the event of the conclusion of the Agreement by means of facsimile communication, the Seller is obliged, at the request of the Buyer, within 7 (seven) working days to provide the original of this Agreement signed by his side by sending the original of the Agreement by mail or delivering it to the Buyer's office.
When submitting the original of the Agreement to the Buyer's office, the Buyer is obliged to sign the submitted and signed original of the Agreement within 1 (one) hour.
If it is impossible to sign the originals of the Agreement within the time specified above or upon receipt of the originals of the Agreement by mail, the Buyer must independently send them to the Seller within 2 (two) business days from the date of receipt from the Seller.
Article 3. Guarantees
3.1. The Seller guarantees that at the time of Re-registration he has all the rights necessary to transfer the rights to the Securities Package to the Buyer, not encumbered by a pledge or other rights of third parties that prevent the transfer of rights to the Securities Package to the Buyer.
3.2. The Seller guarantees that the Re-registration Document is genuine and received in accordance with Russian law.
3.3. Except in cases of termination of the Agreement, the Seller, upon receipt of a corresponding written request from the Buyer, is obliged to transfer to the Buyer the amount of cash


Trade Agreement of PJSC Moscow Exchange
funds, as well as other property paid (transferred) by the issuer or the person who issued securities, including in the form of dividends, interest, income or other distribution to the Central Bank (hereinafter - Income), subject to the following conditions:
(a) the date of the transaction is the 2nd (second) or earlier settlement day before the date on which the persons entitled to receive Income are determined (hereinafter referred to as the date of compiling the List), while if the date of compiling the List falls on a day that is not a settlement day, then 2 (second) or earlier settlement day before the settlement day, which precedes the date of compilation of the List
(b) The block of securities was not transferred by the Seller to the ownership of the Buyer at the end of the trading day of the date of the List compilation.
The Seller is obliged to transfer the Income to the Buyer:
3.3.1. within 10 (ten) Business days from the date of receipt of the original
a written request for the transfer of Income on securities, but not earlier than 30 (thirty) Business days from the date of the transfer of Income on securities by the issuer and state registration of the report on the results of the issue of securities, if the Income on securities is composed of newly issued securities; or
3.3.2. within 10 (ten) Business days from the date of receipt of the original written request for the transfer of Income on securities, provided that the original written request was received not earlier than the date of payment (transfer) of Income1 on securities by the issuer or person who issued the Securities, or within 10 (ten) Business days from the date of payment (transfer) of the Income on securities by the issuer or the person who issued the Securities (if the original written request was received earlier than the date of payment (transfer) of the Income on securities by the issuer or the person who issued the Securities), if another term is not agreed by the Parties when concluding the relevant Agreement.
3.4. Unless otherwise provided by the Agreement, the Income is not transferable to the Buyer if the date of the transaction falls on:
- as of the date of compilation of the List, or
- on the day after the date of compilation of the List, or
- on 1 (first) settlement day prior to the date of the List compilation, or
- on the 1 (first) or 2 (second) settlement day before the date of the List compilation, if the date of the List compilation falls on a day that is not a settlement day.
3.5. The provisions of clauses 3.3 and 3.4. of this Article shall not apply to the purchase and sale of bonds.
3.6. If the date of conclusion of the Securities Purchase and Sale Agreement falls on the period from the date of the issuer's decision on reorganization in the form of separation to the date of state registration of the legal entity formed as a result of such reorganization, including the indicated dates, this means that the Parties have concluded:
1. Purchase and sale agreement for the issuer's securities;
2. A preliminary agreement on the conclusion in the future (no later than 1 month from the date
registration of the report on the results of the issue of the issuer's securities formed as a result of reorganization) of the supplementary agreement to the Agreement on supplementing the sales and purchase agreement of the issuer's securities with the obligation of the Seller to transfer to the Buyer in addition to the paid Transaction Amount the issuer's securities formed as a result of the reorganization, in the amount that is in accordance with with the decision on reorganization falls on the Central Bank of the reorganized issuer, which are the subject of the Agreement. The transfer of the securities of the issuer formed as a result of the reorganization must be carried out. Sale by the seller within 10 (ten) business days from the date of receipt of the relevant securities by the Seller. Moreover, all
1 The date of payment (transfer) of Income in the form of dividends means the last day of the maximum period provided for in clause 6 of Article 42 of the Federal Law of December 26, 1995 N 208-FZ "On Joint Stock Companies" for the payment of dividends to persons registered in the register of shareholders, with the exception of a nominee holder and a professional participant in the securities market as a trustee, if the company fully or partially fulfills its obligations to pay dividends within the specified maximum period.

Trade Agreement of PJSC Moscow Exchange
costs associated with the transfer of securities of the issuer, formed in
the result of the reorganization is borne by the Seller.
3.6.1. The Seller's obligation to transfer to the Buyer the securities of the issuer formed as a result of reorganization in the form of spin-off arises if the Seller receives the corresponding amount of the securities of the issuer formed as a result of the reorganization.
3.6.2. The amount of the transaction specified in the Agreement includes the cost of the issuer's securities, as well as the cost of the corresponding amount of the issuer's securities formed as a result of the issuer's reorganization.
3.7. Provisions 3.6., 3.6.1, 3.6.2. The agreements apply to cases of reorganization in the form of a spin-off, when the placement of securities of issuers formed as a result of such reorganization is carried out by distributing shares of a joint-stock company created during the spin-off among the shareholders of a joint-stock company reorganized by such spin-off.
3.8. If, as a result of the reorganization of the securities issuer, more than one issuer is created in the form of spin-off, the shares of which are distributed among the shareholders of the reorganized issuer, the provisions of clauses 3.6., 3.6.1, 3.6.2. The agreements apply to the securities of each of the issuers formed as a result of the reorganization.
3.9. Each of the Parties to the Agreement, acting on its own behalf and at the expense of a third party, guarantees to the other Party:
3.9.1. The presence of powers necessary and sufficient to conclude an Agreement at the expense of such a third party in accordance with the requirements of Russian legislation, the provisions of an agreement with a third party, and other documents of title;
3.9.2. No restrictions on the conclusion of the Agreement by a third party, at the expense of which the execution of the Agreement is carried out.
Article 4. Confidentiality
4.1. The Seller and the Buyer maintain the confidentiality of the terms of all transactions concluded under the Agreement for third parties, except for the Registrars of rights to the Central Bank and bodies entitled to require disclosure of information in accordance with Russian law.
4.2. The parties have the right to disclose information about the type of securities, the volume and price of the transaction in accordance with the rules of the Exchange and the self-regulatory organizations of which they are members.
Article 5. Liability of the Parties
5.1. In case of non-fulfillment or improper fulfillment by one of the Parties of its obligations, the violating Party is obliged to pay the other Party a penalty in the amount determined by the following formula:
P = 2 * R / 100 * S * n / 365
where,
P is the amount of interest;
R is the refinancing rate of the Bank of Russia as of the day the delay occurred (in percent per annum);
S - transaction amount;
n is the delay period (in calendar days).

Trade Agreement of PJSC Moscow Exchange
The amount of interest determined in accordance with this clause may not exceed 10
(ten) percent of the transaction amount.
5.2. In case of violation by the Seller of the guarantees established by clause 3.1. Of the Agreement, the Seller is obliged to pay the Buyer a fine of 10 (ten) percent of the transaction amount.
5.3. In case of violation by the Seller of the guarantees established by clause 3.2. Of the Agreement, the Seller is obliged to pay the Buyer a fine of 10 (ten) percent of the transaction amount.
5.4. In case of termination of the Agreement on the basis of clause 7.1. Of the Agreement, the Buyer is obliged to pay the Seller a penalty in the amount of 10 (ten) percent of the transaction amount.
5.5. In case of termination of the Agreement on the basis of clause 7.2. Of the Agreement, the Seller is obliged to pay the Buyer a fine of 10 (ten) percent of the transaction amount.
5.6. In case of termination of the Agreement on the basis of clause 7.3. Of the Agreement, the violating Party is obliged to pay the other Party a fine in the amount of 100 (one hundred) percent of the transaction amount.
5.7. If, due to the delay in the Re-registration of coupon bonds admitted by the Seller, the Buyer is not included in the lists for receiving coupon payments, the Seller is obliged to pay the Buyer a fine, the amount of which is calculated in the following order:
NKD  K  NKD  0.7
where NKD is the accumulated coupon yield on coupons specified in the Agreement, payments for which would have been received by the Buyer, if the Seller had not been delayed; K - the amount of the coupon income that the Buyer would have received if the Seller had not been delayed.
If settlements are made in US dollars, the amount of the fine in US dollars is determined by dividing
i the amount of the fine in rubles at the rate set by the Bank of Russia on the day of payment of the relevant coupons.
5.8. Obligation to pay the forfeit provided for in clauses 5.1. - 5.7. of this Agreement, the Party that has violated its obligations arises only if the Party, whose right has been violated, submits a written request in the manner prescribed by the Regulations on the Claims Procedure for Settlement of Disputes, which is Appendix No.1 to this Agreement.
5.9. The payment of the forfeit does not relieve the Party that paid it from the fulfillment of the obligation in kind, unless the other Party has notified it of the termination of the Agreement.
5.10. The amounts of the fine payable in accordance with this article shall be paid in addition to the penalty established by the Agreement for the delay in the proper performance of the relevant obligations.
5.11. Losses are collected in full in excess of the forfeit.
5.12. The actions of the Registrar and third parties during the Re-registration, which caused violations of obligations under the Agreement, do not relieve the Parties of responsibility for the fulfillment of obligations.
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Trade Agreement of PJSC Moscow Exchange
5.13. If the agreement contains the USD symbol in the field 3.6./ | PAYCUR | and both Parties are residents in accordance with the legislation of the Russian Federation on currency regulation and currency control, then penalties and fines payable in accordance with this article are paid in the currency of the Russian Federation. In this case, the amounts of interest and fines are determined using the Currency Conversion Rate.
Article 6. Changes to the terms of the Agreement by agreement of the Parties
6.1. The terms of the Agreement can be changed by agreement of the Parties.
6.2. An additional agreement to the Agreement is concluded in the form of Appendix No.2.2. to this Agreement.
Article 7. Termination of the Agreement in case of violation of obligations
7.1. In case of non-fulfillment or improper fulfillment by the Buyer of obligations to pay for the Securities Package or to provide documents for Re-registration within 5 (five) working days from the date when the corresponding obligation must be fulfilled, the Seller has the right to unilaterally terminate the Agreement.
7.2. In the event of non-fulfillment or improper fulfillment of the Seller's obligation to re-register within 15 (fifteen) working days from the day when this obligation must be fulfilled, the Buyer has the right to terminate the Agreement unilaterally.
7.3. In case of non-fulfillment or improper fulfillment by one of the Parties of its obligations under the Agreement within 30 (thirty) calendar days from the date when the corresponding obligation must be fulfilled, the other Party has the right to unilaterally terminate the Agreement.
7.4. In case of violation by the Seller of the guarantees established by clause 3.1. Agreement, the Buyer has the right to unilaterally terminate the Agreement.
7.5. Except for the case specified in clause 7.4. Of the Agreement, the Agreement may be terminated on the grounds set forth in this article only before the Party initiating the termination of the Agreement accepts the fulfillment of the obligation.
7.6. The Agreement cannot be terminated on the basis of non-fulfillment (improper fulfillment) of obligations to provide the Document of Re-registration, if the Seller proves that the Buyer knew that the Re-registration was carried out.
7.7. Notification of the Party that has violated its obligations about termination of the Agreement is the basis for termination of obligations under the Agreement, with the exception of obligations to pay forfeit, compensation for losses, return of property transferred under the Agreement.
7.8. After the Party that has violated its obligations receives a notice of termination of the Agreement, the Parties are obliged to return the Securities Package received under the Agreement and / or the funds transferred as payment for the Securities Package.
7.9. In case of termination of the Agreement on the basis of this article, the Agreement shall be deemed terminated from the moment of fulfillment of obligations to pay forfeit, indemnify for losses and return the property transferred under the Agreement.
Article 8. Termination of the Agreement by agreement of the Parties
8.1. The contract can be terminated by agreement of the Parties.
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Trade Agreement of PJSC Moscow Exchange
8.2. In the event that none of the Parties under the Agreement has fully or partially fulfilled its obligations under the Agreement, the Agreement on termination is concluded in the form of Appendix No. 2.1. to this Agreement.
Article 9. Surety agreements
9.1. If the contract (s) of suretyship is concluded simultaneously with the Agreement, which ensures the fulfillment of the obligations of the buyer and (or) the seller, the rules established by this article shall apply to the relations of the parties to the contract (s) of surety.
9.2. The surety does not have the right to raise objections against the creditor's claims that the debtor could submit, provided that the creditor provides evidence of the debtor's obligations arising.
9.3. The surety agrees to preserve his responsibility under the surety agreement in the event that the debtor transfers the debt to another person.
9.4. The lender is obliged in within 7 (seven) working days, after the guarantor has fulfilled its obligations under the surety agreement, provide the latter with all documents certifying the claim against the debtor and transfer the rights securing this claim.
9.5. If the guarantor fails to fulfill its obligations under the surety agreement within 3 (three) working days from the date the creditor submits the relevant demand, as well as if the creditor fails to fulfill the conditions of clause 9.4 of the Agreement, the in breach of its obligation shall pay the other Party a penalty in the amount of 0.2 (two tenths) percent of the amount of the transaction for each day of delay. The amount of the transaction is determined by the purchase and sale agreement.
9.6. The signatures under the document containing the sale and purchase agreement and the surety agreement (s) are simultaneously signatures on behalf of the parties to the sale and purchase agreement and the surety agreement (s).
Article 10. Procedure for consideration of disputes
10.1. Any dispute under the Agreement shall be resolved in court (arbitration court) only after compliance with the claim procedure for resolving disputes, in accordance with the "Regulations on the claim procedure for resolving disputes" (Appendix No. 1 to the Agreement).
Article 11. Force majeure circumstances
11.1. Neither Party shall be liable in case of non-fulfillment or improper fulfillment by it of any of its obligations under the Agreement, if the indicated non-fulfillment or improper fulfillment is solely due to the occurrence and / or action of force majeure circumstances.
11.2. The Party affected by the force majeure circumstances without delay, but no later than 3 (three) working days after the onset of the force majeure circumstances, informs the other Party in writing about these circumstances and their consequences (with a return notification of receipt of the message) and accepts all possible measures in order to limit as much as possible the negative consequences caused by the specified force majeure circumstances.
The Party for which the force majeure circumstances have been created must also, without delay, but no later than 3 (three) business days, notify the other Party in writing about the termination of these circumstances.

14.1.
If the Treaty contains character N in field 5.1./ | REGIST |, character D in field 5.2 / | REGPAR | and the DVP symbol in field 7.1./ | SETTYP |, then the Agreement shall be executed on the terms of Delivery versus Payment without prior security in accordance with the Rules for Clearing Activities of the Non-Bank Credit Organization of the National Settlement Depository Joint Stock Company.
If a Party is not entitled, in accordance with applicable law, to fulfill its obligation in foreign currency, this Party must fulfill such an obligation in rubles of the Russian Federation. In this case, the Parties have agreed that the content of field 3.6./ | PAYCUR | Of the Agreement determines the currency of the debt under the Agreement.
Trade Agreement of PJSC Moscow Exchange
11.3. Failure to notify or untimely notification of the other Party by the Party, for which the impossibility of fulfilling the obligation under the Agreement, about the occurrence of force majeure circumstances, entails the loss of the right to refer to these circumstances.
11.4. The onset of force majeure circumstances may cause an increase in the term of performance of the Agreement for the period of their validity, unless the Parties have agreed otherwise.
11.5. The release of the obligated Party from liability for non-fulfillment or improper fulfillment of any unenforceable obligation under the Agreement does not entail the release of this Party from liability for the fulfillment of its other obligations not recognized by the Parties as unfulfillable under the Agreement.
11.6. If the force majeure circumstances last more than 1 (one) month, either Party has the right to terminate the Agreement. In this case, the Parties return to their original state. The costs of returning the Parties to their original state shall be borne by the Parties in equal shares.
Article 12. Other conditions
12.1. All issues not regulated by the Agreement and the Agreement are resolved in accordance with the civil legislation of the Russian Federation, other regulatory legal acts of the Russian Federation and internal regulatory documents of PJSC Moscow Exchange.
12.2. Contracts drawn up in accordance with this Agreement in hard copy shall be drawn up in at least two identical copies: one for each of the Parties.
12.3. All terms and concepts used in the Agreement are interpreted in accordance with Russian legislation and other regulations of the Russian Federation, unless their different interpretation is provided for in the Agreement.
Article 13. Final provisions
13.1. Changes or additions to the Agreement can be made by the authorized body of the Exchange. The specified changes or additions come into effect in the order established by the decision of the authorized body of the Exchange.
13.2 The original of the Agreement is kept by the Chairman of the Management Board of the Exchange, who is the guarantor of the authenticity of the original of the Agreement.