Fix Price share swap program
Fix Price has announced a share swap program. The share swap allows ADR-holders to swap the ADR's in Fix Price for ordinary shares of the Russian PJSC Fix Price. Fix Price has communicated that the transaction should be considerd economically neutral and that Kazakh holding of Fix Price will remain the majority shareholder in PJSC Fix Price. All information can be found on: https://exchange.fix-price.com/en/. Interested investor are advised to read the memorandum that is published on the website above.

Unfortunately, investors from countries that are considered unfriendly from a Russian perspective cannot participate in the share swap, unless the investor received permission from the Russian government. This permission can be requested from the Government Commission for Control over Foreign Investments in the Russian Federation (http://government.ru/department/560/) on the basis of article 1(b) of Decree of the President of the Russian Federation dated 01.03.2022 No. 81 (as amended on 20.05.2024) "On Additional Temporary Economic Measures to Ensure the Financial Stability of the Russian Federation".

Update on Russian case law regarding forced transfer and unpaid dividends
In this post we provide a first update on recent Russian court decisions. These court decisions were kindly provided by Irina Sibirina from the legal firm Itlektis.ru. More case law on Sberbank securities will follow soon.

Case 1: Forced transfer of Rosneft shares and unpaid Rosneft dividends
The first case involves an investor, mr. Gubaev, that bought Rosneft shares via the Swiss CBH Bank (the case materials speak in one section about directly buying ordinary shares but refer to converted depositary shares in another section). He applied to get his ordinary shares forcefully transferred from CBH Bank to his Russian brokerage account with ATON. According to the court materials, the chain of custody involved The Belgian Branch of Bank of New York Mellon and Citibank Russia. The Russian appellate court ruled in October 2023 that Citibank Russia
had wrongfully denied the request for a forced transfer and ordered Citibank Russia to carry out the forced transfer. The full case materials can be found here: https://kad.arbitr.ru/Card/1cc1f615-c31d-4c06-93e1-0c901dd26fdc.

Mr. Gubaev then requested the payment of dividends from Citibank Russia. Citibank Russia noted that the procedure for the payment of dividends that was set out by the Central Bank of Russia wasn’t followed by its account holders. Therefore, it transferred about 1 billion Rubles in dividends back to Rosneft. Then mr. Gubaev requested the unpaid dividends from Rosneft. Rosneft refused, because according to Rosneft it wasn’t fully established that the dividends that were returned by Citibank Russia included the dividends of mr. Gubaev. The court did not accept this argument and ruled that it is sufficient to establish that Citibank did not pay the dividends to mr. Gubaev and that Citibank had returned dividends to Rosneft. The court then ordered Rosneft to pay the unpaid dividends to mr. Gubaev. The full case materials can be found here: https://kad.arbitr.ru/Card/4039a05c-f2f0-4df1-9ddd-5eb8fd15ec10.

Both cases were brought to appellate courts and cassation. The decisions above were confirmed in cassation.

Why is this case interesting?
Rosneft has generally been very non-cooperative when it comes to claiming unpaid dividends.

This case shows 1) that forced transfer can still be carried out when the request for a forced transfer was unlawfully denied and 2) that Rosneft has unlawfully refused to pay unpaid dividends and that going through court can help to get a court to order Rosneft to pay the unpaid dividends.

Update on Russian case law regarding taking western brokers to Russian courts to transfer securities
In this post we provide a second update on recent Russian court decisions.

Case 2: Taking western brokers to court in Russia to transfer securities
The second case involves the Cypriot company Lafourcad, that was owned by a Russian individual. Lafourcad wanted to transfer 6,360,000 shares of Sberbank from its account with EFG Bank Luxemburg to its account with the Russian broker Renaissance Capital. EFG Bank refused and mentioned sanctions as the reason to refuse the transfer. Lafourcad then sent an application to the competent sanctions authority in Luxemburg to get authorization for the transfer, which was rejected.

Lafourcad then took EFG Bank to court in Russia for refusing the transfer. The Russian custodian for EFG Bank, Rosbank, which held the Sberbank shares for EFG Bank, was also involved in the case a third party.

The Russian court determined that EFG Bank illegally refused to carry out the requested transfer and ordered Rosbank to carry out the transfer. As a result, Rosbank had to transfer the Sberbank shares and dividends out of the account of EFG Bank into the account of Lafourcad with Raiffeisen bank.

All case materials can be found here: https://kad.arbitr.ru/Card/34af2ecf-7a13-40a3-a742-483a8073de50

Why is this case interesting?
Even if investors missed the opportunity to request the forced transfer of shares, investors may be able to sue their western broker and the Russian custodian in a Russian court. The court can then determine if the western broker unlawfully refused to transfer Russian securities to Russia. The court order can then be executed by the Russian custodian of the western broker. Many clients of western brokers hold ordinary Sberbank shares in accounts with western brokers that they would like to transfer to their account with a Russian broker, as this would often simplify the payment of dividends.

Although the Russian court considered itself to be competent on the basis of article 248.1 of the Russian Arbitration Procedure Code, which is primarily aimed at Russians that are affected by western sanctions, western investors may well be able to get the Russian court to consider the case on the basis of article 247(7) of the Russian Arbitration Procedure Code. This article states that Russian courts are competent if the dispute arose out of relations related to the circulation of securities, the issue of which took place in the territory of the Russian Federation (see for example the following cases: https://kad.arbitr.ru/Card/aa009897-397e-40b8-b0cc-a5f476e175a9 and https://kad.arbitr.ru/Card/abec3367-9671-44dd-a7fd-d846a3f97b52).

Update on Russian case law regarding financial compensation from Raiffeisenbank for unlawfully rejecting a request for forced conversion
In this post we provide a third update on recent Russian court decisions.

Case 3: Raiffeisenbank was ordered to pay financial compensation for failing to execute a request for forced conversion
The third case involves mr. Nesterenko that held ADR's (depositary receipts) of MTS via Interactive Brokers. Mr. Nesterenko requested Raiffeisenbank forcefully convert of his MTS ADR's. Raiffeisenbank Russia refused the request which a general statement that included various reasons why such a request can be rejected.

Mr. Nesterenko considered the rejection to be unlawful and went to court to request compensation from Raiffeisenbank. The court determined that mr. Nesterenko submitted the documents that he could reasonably gather and that Raiffeisen put unreasonable conditions in place. The court also considered that Raiffeisenbank, as a professional bank, has it's own resources to verify the information that was provided.

The court decided that Raiffeisenbank had to pay compensation to mr. Nesterenko and considered the share price on the Moscow Exchange, just prior to the date of filing the court case appropriate to establish damages. In addition previous dividend payments that were not received by mr. Nesterenko were added as compensation.

Raiffeisen appealed the judgement. Although the appellate court reversed the decision, the court of cassation reinstated the initial court decision. The case is currently being reviewed by the Russian Supreme Court.

All the case materials can be found here: https://kad.arbitr.ru/Card/50cc8fe1-3de6-4b33-a677-281d8f0913a4

Why is this case interesting?
This case shows that investors may well be able to receive financial compensation from Russian custodian banks if they wrongfully rejected a request for forced conversion.

Update on Russian case law regarding claiming unpaid Rosneft dividends: I can do this myself...
In this post we provide a fourth update on recent Russian court decisions.

Case 4: Who needs a lawyer to claim Rosneft dividends in court...?
The fourth case involves mr. Bychkov that held ADR's (depositary receipts) of Rosneft via the Cypriot broker EXT Ltd. and had them successfully converted via forced conversion. Mr. Bychkov then requested Rosneft to pay the unpaid dividends, which was only about 17,000 Rubles.

Rosneft refused the request, stating that it wasn't sufficiently proven that mr. Bychkov owned the ADR's at the Rosneft dividends over 2021 that were returned by Raiffeisenbank to Rosneft (in the amount of 6,915,398,471.46 Rubles!!) included the dividends that were due to mr. Bychkov.

Mr. Bychkov then went to court himself, without a lawyer. The relatively low claim of 17,000 Rubles would make it economically non-viable to be represented by a lawyer. Mr. Bychkov also didn't attend the hearing, probably due to travelling costs.

The court established that Rosneft had unlawfully rejected the request to pay the unpaid dividends and ordered Rosneft to pay the dividends.

Rosneft appealed and went to the court of cassation. Both higher courts agreed with the initial court decision.

All the case materials can be found here: https://kad.arbitr.ru/Card/a415ee98-a224-4b97-a1a0-c7e7a6be6b57

Why is this case interesting?
This case shows that investors can successfully file claims in Russian courts themselves, without a lawyer. It also shows that Rosneft may attempt to create a high burden for investors by appealing even low claim awards.

Sberbank dividends over 2024
During today's AGM for Sberbank, that was held via video-attendance, the shareholders approved the payment of dividends. The dividend over 2024 is 34.84 Rubles per ordinary share and will be paid to shareholders that hold shares at the end of day on July 18th 2025. ADR holders (holders of depositary receipts) will not be able to receive dividends, but may claim dividends after conversion of ADR's into ordinary shares. More information can be found here: https://www.sberbank.com/investor-relations/corporate-governance/annual-meeting-2025

New investments in Russia may soon be possible via type 'In'-accounts
On July 1, 2025, Decree 436 of the President of the Russian Federation was published (http://actual.pravo.gov.ru/content/content.html#pnum=0001202507010017), which establishes guarantees for new investments by foreign residents in the Russian Federation. The Decree provides for the possibility of foreign investors, including unfriendly investors, to acquire the following securities during the initial placement, as well as on the stock exchange (based on non-addressed applications [not over-the-counter]):

- Shares of Russian legal entities
- OFZ
- Bonds of Russian issuers
- Investment units of Russian mutual investment funds

The provisions of the Decree also establish the possibility for foreign investors to receive income on such securities (and subsequently withdraw them outside the Russian Federation in foreign currency), as well as to conclude agreements that are derivative financial instruments and place deposits in Russian credit institutions. The specified operations with funds newly invested in the Russian circuit are carried out without the restrictions stipulated by the Russian counter-sanction Decrees of the President of the Russian Federation (such as Decree 81 which prohibits the buying or selling shares in Russian companies for entities from 'unfriendly states').

New investments and return of income from such investments are carried out using a new type of account, which is called an "In" account (both bank and brokerage accounts, as well as depository accounts, can be "In" accounts). In the coming month, the Bank of Russia should establish a regime for such accounts.

An important aspect is that the implementation of the Decree is significantly hampered by Western sanctions. Thus, US persons will not be able to use this procedure at all due to a complete ban on new investments in the Russian economy (Section 1(a)(i) of E.O. 14071) and sanctions against the Russian registrars that maintain the shareholder register. Sanctions against Russian financial organizations by the US and EU, including NSD, also pose significant obstacles. On the other hand, the Decree provides for the possibility of unfriendly residents making direct investments in the Russian economy, for example, through the acquisition of investment units of mutual investment funds, joint-stock companies, or bonds of Russian issuers during the initial placement and the company's share register (bypassing NSD).

It will be interesting to see if the NSD and the MOEX will establish commission free trading to make investments more accessible for EU entities. EU entities are still faced with sectoral sanctions which generally prohibit new investments in the energy, mining and quarrying sector (Article 3a of Reg. (EU) 833/2014).

EAHCISS will attend the O'key group EGM
EAHCISS will physically attend the extraordinary general meeting of the O'key group in Luxembourg on Friday the 18th of July (https://okeygroup.lu/investors/shareholders/general-meetings/). O'key kindly provided a copy of the sale agreement for the O'key hypermarkets after we provided evidence of being a shareholder.

O'key group is planning to undergo redomiciliation to Russia. We are also working on converting depositary receipts of O'key into the underlying Luxembourgish shares, as a preparation for redomiciliation. Luxembourgish ordinary shares in the O'key group will automatically be converted into Russian shares. O'key group depositary receipts can currently be traded on the Astana international exchange (AIX), Moex and over-the-counter (OTC). O'key group depositary receipts that are administrated in the Russian Federation will automatically be converted into ordinary shares after redomiciliation. Depositary shares that are administrated outside the Russian federation can be converted via voluntary conversion before redomiciliation or (temporarily) via forced conversion after redomiciliation.

After the sale of the hypermarkets O'key group will continue as a chain of discount supermarkets under the name of Da!

Should shareholders have any input for us for the EGM, do not hesitate to contact us on contact@eahciss.org.

Solidcore (formerly known as Polymetal) final exchange offer and mandatory buyback of blocked shares
Subject to approvals by the General Meeting, which will be held on 29 July 2025, the Solidcore will conduct a final exchange offer for shares administered in Russia infrastructure with Euroclear in the chain of custody and establish a framework which will allow the Solidcore to execute a mandatory buyback of all shares which continue to be held in Euroclear at US$ 2.57 per share.

Persons holding their shares in Euroclear through non-sanctioned broker(s) or depositories outside of Russia and who have not yet transferred them to AIX (Astana International Exhibition) are urged by Solidcore to do so no later than 31 October 2025 to prevent being subjected to a mandatory buyback. European shareholders may consider opening an account with Freedom Finance, the Kazakh Halyk Bank, or other brokers with AIX access in order to transfer their shares to AIX infrastructure.

Shareholders holding their shares through the National Settlement Depository (NSD) or indirectly under Euroclear through other Russian depositories will be given the opportunity to exchange their shares for AIX-issued shares on a one-for-one basis under the final exchange offer. The exchange offer will be available after the approval at the General Meeting on 29 July 2025. Eligible Shareholders should complete transfers of their shares to the Company’s account by 31 October 2025.

If the resolutions are passed at the general meeting and shareholders holding their shares through Euroclear do not exchange their shares under the final exchange offer prior to its expiry, or do not transfer their shares to AIX by the relevant deadlines, they may be subject to the mandatory buyback, if and when the board of Solidcore implements this process.

Detailed information can be found in the circular that has been published on the website of Solidcore: https://www.solidcore-resources.com/en/corporate-action/

Update on Russian case law regarding forced conversion: Russian court orders Raiffeisenbank to carry out forced conversion.
In this post we provide a fifth update on recent Russian court decisions.

Case 5: Forced conversion in 2025 as a result of an unjustified rejection of the request for forced conversion in 2022
The fifth case involves mr. Pelevin who owned GDR's and ADR's (depositary receipts) of NLMK (8,600 GDR's) and Surgutneftegas (17,469 ADR's that represented preferred shares) via the broker Citibank NA London. Citibank NA London refused to carry out a request for standard conversion.

Mr. Pelevin therefore applied for forced conversion. Raiffeisenbank rejected this request because the documents did not meet the standards set by Raiffeisenbank to execute the request for forced conversion.

Mr. Pelevin then went to court and lost the initial cases. Eventually the Russian Supreme Court ruled in favour of mr. Pelevin and ordered that Moscow court had to reconsider the case.

On 4th of June 2025 the full judgement from the court of Moscow became available. The court ruled in favour of mr. Pelevin and considered that the execution of forced conversion is still possible in 2025 and that the law did only limit the application for forced conversion to the period set in 2022. The court also rejected the arguments by Raiffeisenbank that it cannot remove the underlying shares from the type-C account of the depositary bank responsible for the depositary receipt program and the argument that Raiffeisenbank had exercised administrative powers and that therefore a stricter regime for statute of limitations applied. As a result Raiffeisenbank was ordered to carry out the forced conversion for the depositary receipts held by mr. Pelevin.

Raiffeisenbank did not agree with the decision and has since appealed the ruling. We expect that this case may again end up with the Russian Supreme Court. Given the previous decision by the Russian Supreme Court we feel that it will be difficult for Raiffeisenbank to get this decision overturned.

All the case materials can be found here: https://kad.arbitr.ru/Card/e3fdc07d-b385-43c8-8663-e63b4c659017

Why is this case interesting?
This case shows that investors can successfully file a claim against Russian custodian banks that have unjustly rejected requests for forced conversion. A successful claim may result in forced conversion to be carried out even in 2025.

How to get a permanent residence permit in Russia to unlock type-C accounts?
Investors that have their funds locked up in Russian type-C accounts are sometimes looking into moving to Russia in order to unlock these funds. Timur Beslangurov from VISTA Immigration made a recent video about this topic. He also assists some members of EAHCISS with the process of obtaining a permanent residence permit.

The video with his contact details can be viewed here (please be advised that there is a minor error in the video; the required level of Russian is B1 instead of B2): https://www.youtube.com/watch?v=yWP07Qk2dX8

Update on Russian case law regarding forced conversion: Russian court orders Raiffeisenbank to carry out forced conversion on Sberbank ADR's.
In this post we provide a sixth update on recent Russian court decisions.

Case 6: Forced conversion in 2025 as a result of an unjustified rejection of the request for forced conversion in 2022
The sixth case involves US citizen mr. Zlatin who owned 20,000 ADR's (depositary receipts) of Sberbank via the broker HilltopSecurities. Hilltop refused to carry out a request for standard conversion.

Mr. Zlatin therefore applied for forced conversion. Raiffeisenbank rejected this request because the documents did not meet the standards set by Raiffeisenbank to execute the request for forced conversion.

Mr. Zlatin then went to court in Moscow. He filed his claim relatively late in April 2024. When the case came to an end at the end of 2024 the first rulings from the Supreme Court started to come back in other cases. The ruling by the Supreme Court in those other cases that stated that Raiffeisenbank had unjustly set unreasonable standards for forced conversion and forced transfer. This probably helped to get the claim rewarded in first instance. As a result Raiffeisenbank was ordered to carry out the forced conversion for the depositary receipts held by mr. Zlatin.

Raiffeisenbank did not agree with the decision and appealed the ruling. The appellate court rejected the appeal. Raiffeisenbank then went to the cassation court. The cassation court also rejected the cassation request today.

Unfortunately we cannot determine from the case materials whether Raiffeisenbank actually executed the forced conversion or simply paid the penalty that was imposed by the court in case of non-execution. We are trying to find out through other channels wether Raiffeisenbank forcefully transferred the Sberbank shares out of the account of JP Morgan (the depositary bank for Sberbank) into the account of mr. Zlatin.

All the case materials can be found here: https://kad.arbitr.ru/Card/13404bba-273d-4fdb-8695-67b34908a4eb

Why is this case interesting?
This case shows that foreign investors from unfriendly countries (mr. Zlatin was from the US) can successfully file a claim against Russian custodian banks that have unjustly rejected requests for forced conversion. It also shows that a fairly long period may pass before filing a claim with the court in Moscow. Investors should keep in mind that the standard statute of limitations in Russia means that claims expire after 3 years. This period starts after the (unlawful) rejection of the application of forced conversion. A successful claim may result in forced conversion to be carried out even in 2025.

Impact of EU sanctions on EU investors
On the 18th of July 2025 the Council of the European Union introduced a transaction ban with many Russian financial institutions, including Sberbank. EAHCISS is concerned about the impact this transaction ban may have on European investors that cannot avoid transactions with these Russian financial institutions due to (automatic) dividend or interest payments.

Today we sent a letter to the Council of the European Union and the responsible department within the European Commission (Directorate-General FISMA) to express our concerns. The full letter can be read via this link: https://drive.google.com/file/d/140ybZCyVZLWnwDPhg32ad09VVpvFMPqT/view?usp=sharing

Letter EAHCISS in response to Exante's policy change
Exante, a Cyprus based EU broker, informed clients that they effectively consider Russian shares to be frozen under sanctions. Clients were given the option to write off these shares completely and receive a tax credit (if applicable) or to continue holding these shares for a daily fee of € 25.

EAHCISS considers the information provided by Exante to be factually incorrect and urged Exante to retract the information sent to its clients. The full response of EAHCISS can be read here: https://drive.google.com/file/d/1oFLBfX8pL44A3sGrBHs-28vXl_nicUja/view?usp=sharing

EAHCISS' guide to distribution of Evraz NTMK shares
On July 22, 2025, the Arbitration Court of the Moscow Region approved the Ministry of Industry and Trade’s request to suspend EVRAZ plc’s corporate rights over NTMK.

As a result, NTMK shares can be allocated among EVRAZ plc shareholders according to their ownership percentage, following Federal Law No 470-FZ. Russian citizens or residents holding EVRAZ plc shares must directly acquire NTMK shares, while non-residents may choose to do so.

The shareholder register as of July 22, 2025, determines eligibility for NTMK share distribution for most transaction in the Russian Federation. Holders outside of Russia would normally need to have acquired the shares before on the 5th of August 2022.

Eligible EVRAZ plc shareholders as of July 22, 2025, can apply for NTMK shares by submitting the required documents by November 24, 2025, as specified by regulation.

EAHCISS created a guidance document to help investors. Investors can also use the paid assistance that is offered by a Russian law firm that EAHCISS has good experiences with. More information on this offer can be found in the guide. The guidance document is attached.

Globaltrans Announced the Payment of the Special Interim Dividend to Eligible Shareholders on 15th of September 2025
Many investors in Globaltrans have been waiting for the dividend payment that distributes the receipts of the recent sale of the Russian subsidiaries.

Globaltrans Investment PLC has now announced that the payment of the special interim dividend to the eligible registered shareholders (including the Depositary Bank) has been dispatched (https://www.globaltrans.com/investors/news/detail/2572).

The distribution of the special interim dividend was approved by the decision of the Board of Directors of the Company on 18 April 2025 (https://www.globaltrans.com/investors/news/detail/2557).

In accordance with the Depositary Agreement between the Company and the Depositary Bank, the dividend payment to holders of the Company’s Global Depositary Receipts will be arranged by the Depositary Bank.

Join the EAHCISS Open Mic event
This Saturday at noon (12:00 CEST) we will host an EAHCISS Open Mic event. The goal is to facilitate conversion between like minded investors. Topics that may be touched are geopolitics, investments, and the further development of EAHCISS.

This session will be in English. We consider hosting monthly social Open Mic events in English and German if there is interest for these events.

The Open Mic event will be hosted via the Discord group. Feel free to join us this Saturday via: https://discord.gg/mdaVZY92?event=1418275923144478731

Join the EAHCISS Open Mic event (in German)
Sunday the 5th of October 2025 at 10:30 CEST we will host an EAHCISS Open Mic event in German. The goal is to facilitate conversion between like minded investors. Topics that may be touched are geopolitics, investments, and the further development of EAHCISS.

This session will be in German. We consider hosting monthly social Open Mic events in English and German if there is interest for these events.

The Open Mic event will be hosted via the Discord group. Feel free to join us on the 5th of October via: https://discord.gg/mdaVZY92?event=1419256846547419287

Webinar on claiming Evraz NTMK shares
On the 27th of September at 10:00 UK time (11:00 CEST; 12:00 MSK) EAHCISS will host a webinar on the topic of claiming Evraz NTMK shares (see attachment for invitation). The webinar is free of charge and can be joined via this link: https://meet.google.com/jqp-norp-iua?hs=122&authuser=1

Add to Google calendar.

I want those shares! How to apply for Evraz NTMK shares as a shareholder in Evraz Plc.
In this webinar we aim to inform investors in Evraz about the process of applying for direct ownership in Evraz NTMK.

Topics that will be covert are the opening of a brokerage account with Cifra broker, the basic conditions for claiming Evraz NTMK shares and how to go through the process if you either were issued Evraz share certificates before August 5th 2022 (lucky you!) or if you held your shares via a broker after the 4th of August 2022 (this means the process is a bit more complicated).