Bank Account Agreement

Transcription

1 Code /2 Bank Account Agreement (Place where made) " " 20 This Agreement has been made by and between Sberbank, hereafter the Bank, represented by, (Authorised representative s full name and title) acting under Sberbank Charter, Regulations on and (A power of attorney or a general power of attorney) No dated, on the one part, and, (Company s full name as stated in its constituent documents / full name of the individual engaged in private practice) hereafter the Customer, represented by, (Title and full name of the Customer s authorised representative, unless otherwise stipulated by law or national usage) acting under, on the other part, hereafter collectively the Parties, (Name of the document) as follows: 1. SUBJECT OF THE AGREEMENT 1.1. The subject of this Agreement (hereafter, this Agreement) will be the opening of account(s) by the Bank for the Customer, denominated in 1 : Currency Bank account number Transit account number 2 (hereafter the Account) as well as payment and cash services for the Customer under Russian law, regulations of the Russian Central Bank (Bank of Russia), Schedule of Tariffs and Customer Services offered by the Bank and its branches (hereafter, Tariffs), as well as other terms of this Agreement. The Bank will draw up a list of currencies for Customer Accounts and post them on its official website Should the Bank of Russia introduce during the term of this Agreement any other procedure for bank account opening and maintenance than the one stipulated by this Agreement, the Customer will be serviced in accordance with the procedure adopted by the Bank of Russia The Bank will open a Customer Account on Customer s written application under this Agreement, provided that the Bank has received the documents required for opening and maintaining the Account (Annex 1 to this Agreement). The list of such documents will be posted on the Bank s official website. During the term of this Agreement, the Bank may open additional bank accounts following Customer s written application. 2. TERMS AND DEFINITIONS Irrevocable transfer: a characteristic of a funds transfer taking effect as soon as the funds are debited to the Customer Account. 1 Please state here the names of any accounts opened simultaneously in multiple currencies and/or multiple accounts in one currency. 2 Will be completed for a foreign currency account opened for a Russian resident. 1

2 Card: a card with the samples of signatures and seal attested by the Bank or notarised. Urgent payment 3 : a funds transfer from the Customer Account same day value on the basis of a duly generated payment order with an urgency tag, accepted from the Customer outside the established operational hours. Non-resident: a legal entity, an individual entrepreneur or organisation which is not a legal entity, established under the laws of other countries and located outside the Russian Federation, as well as their branches, permanent representative offices and other standalone or independent units located in the Russian Federation. Operational hours: a period of a business day in which the Bank provides Customer service. Operational hours and extended hours for payments (provided that such a service is offered by the Customer Service Unit) will be posted on the Bank s official website. Customer Service Units: Bank branch units offering payment and cash services to legal entities. Ordering party: the Customer, funds claimants or the Bank. Bank s Official Website: always provided that - Tariffs and operational hours will be shown on page This Agreement A Development kit in the regional part of sections For Corporate Customers and For Small Business on the regional banks website - Other annexes to this Agreement will be posted on page Open and Maintain Your Account, subsection Payment and Cash Services, section For Corporate Customers and For Small Business. Business Day: a calendar day (except official days off and holidays) in which the banks transact business in the Russian Federation and the countries / country groups that are the issuers of the respective currencies. Orders: Payment and other documents that are used as the authority for transferring / paying out / crediting / accepting funds from / to the Customer Account. In RUB: payment documents, Orders for Single / Multiple Fund Transfers from a bank account; cheques, cash payment requests, orders for cash pay-outs from company s bank account, if their account balance is insufficient. In a foreign currency: payment orders (for funds transfers in foreign currencies), orders of mandatory sale of a portion of currency proceeds, orders to buy / sell foreign currency, letters / applications for foreign cash. Payment Documents: payment demands, collection orders, payment requests, payment orders, bank orders. Payment Services: credit transfers / cash pay-ins to the Account by the Bank in accordance with Bank procedures; debit transfers / cash pay-outs from the Account under the respective Orders generated by Bank Customers (payers and payees), beneficiaries or funds claimants entitled to present Orders to payers bank accounts. Resident: a legal entity (except credit institutions) established under Russian law, an individual entrepreneur or an individual engaged in private practice under Russian law. Tariffs: Bank s pricing offer for its services. Tariffs may be stated in a Schedule of Tariffs (a set of banking services offered to the Customer over a month, with a specific limit and for a fee). Tariffs may be set in RUB or a foreign currency. Tariffs will be posted on the Bank s official website. Bank Branch: regional banks, branches / head branches and their customer service units. Electronic signature (ES): digitalised information attached to other electronic data (which is being signed) or otherwise attached to such data and designed for identifying the individual signing such data. EPD: an electronic payment document which serves as the authority for a transaction on the Customer Account, which is signed or protected by an electronic signature and is as legally binding as a hardcopy signed by the authorised individuals and (as the case may be) sealed by the Customer. FF EPD: a full-format electronic payment document (in RUB). EOID PO/CO: a payment order / collection order in the formal executable information document. 3. GENERAL PROVISIONS 3.1. Procedures for accepting, revoking and returning / cancelling Orders Orders will be received during the Bank s operational hours from the Customer or their authorised representative acting under constituent documents or a power of attorney (instruction, law or act issued by a duly authorised government or local authority), with a mandatory check that the contents of any documents certifying Customer s powers meet the requirements of the federal law and the Order Acceptance Procedure, 3 This term will be excluded from this Agreement if no after operational hours are established for the Customer Service Unit servicing the Customer Account and urgent payments are not accepted. 2

3 which includes: - Funds disposal right verification - Order integrity check - Validation of Orders - Validation of Order details - Checking funds sufficiency for Order execution. The terms and conditions governing Order acceptance are described in Annex 11 to this Agreement The Customer will send their Orders to the Bank in an electronic format or as a hard copy. Electronic orders will be electronically signed to authenticate that they have been generated by the payer / beneficiary / funds claimants or a person authorised to do so. The Customer will deliver hard copy orders in two counterparts. The first counterpart must be signed by individuals with the right of the first and second / first signature and sealed (as the case may be). Such signatures and seal must be similar to those on the Card An Order shall be valid to be delivered to the Bank within 10 calendar days after its generation. Single / multiple orders for transfers from a bank account will be valid for delivery within 10 calendar days after their generation but not later than their effective date and will continue in force until the expiry date indicated or the Order is cancelled by the Customer. The Customer may cancel an Order by a free-format notice The Bank will be deemed to have accepted an Order if the Order acceptance procedure (Clause ) has been successfully completed, including where Orders are put in the pending file In the case of a wire transfers, claims of beneficiaries may be paid from the Account Orders may be revoked before they become irrevocable by an Order Revocation Request (Annex 10) in an electronic form or as a hard copy. The procedures governing the acceptance of an Order Revocation Request are similar to the Order Acceptance Procedures in hereof. An Order Revocation Request will serve as the authority for returning / cancelling an Order Orders will be returned / cancelled in case of negative Order acceptance procedure results (Clause of this Agreement). The Bank will return / cancel Orders not later than the business day following the day when the authority for cancellation / return arises The Bank may establish different operational hours for different Customer Service Units. Operational hours may differ depending on the currency, Bank services or contacts between the Bank and the Customer with regard to the delivery of such services The Bank will not pay any interest on the Customer Account balance Order execution procedures. Order execution confirmation. Account statement delivery Order execution procedures include: - Account debit / partial debit on a Customer / beneficiary / claimant Order - Account credit - Cash payout - Putting Orders on a pending list, acceptance list or authorisation list (Order Lists) - Returning Orders to senders. 3

4 Procedures for credit / acceptance / debit / pay-out from / to the Account will be governed by Section 4 of this Agreement The Bank will confirm executed Orders for funds transfers / cash pay-outs from the Account by delivering a statement of account. Partial execution will be confirmed by attaching a payment order to the statement of account. The Bank will confirm the execution of crediting Orders by delivering a statement of account with FF EPDs (or their copies) The Bank will send statements of account and FF EPDs authorising credits and EOID PO/CO in an electronic format to the Customer using remote service systems not later than the next business day during the Bank s operational hours 4. If so required, the Customer may request from the Bank hard copies of statements of account and attachments. The Bank will deliver the said documents on a paid basis under Tariffs. Hard copies of statements of account, FF EPDs (their copies) and EOIDs PO/CO (their copies) will be made available to the Customer or its authorised representative acting under constituent documents or a power of attorney / legal instruction, an act by a duly authorised government or local authority not later than the next business day during the Bank s operational hours against the Customer s or its authorised representative s signature in the Bank s registration sheet. The Customer undertakes to inform the Bank of any credits or debits made in error within 10 (ten) business days of receiving the statement of account Transactions on and the balance of, account will be deemed confirmed by the Customer if the Bank has not received a written application stating any credits and/or debits made in error within 10 (ten) calendar days of receiving the statement of account Communications between the Parties The Bank will inform the Customer of any changes to Tariffs, servicing procedures (including the work schedule and operational hours; terms of acceptance for execution, revocation, return / cancellation of Orders) via the Bank s official website or by a written notice to be sent not later than 15 (fifteen) calendar days before such changes take effect The Bank acting, inter alia, on a Customer request will ensure that any Orders accepted and executed in an electronic format could be reproduced electronically and as hard copies in the formats stipulated by the Bank of Russia regulations, Bank memoranda and this Agreement The Bank will make available the following forms to the Customer by posting information on the Bank s official website as well as otherwise at the Bank s discretion: - The List of Documents for opening and maintaining the Account (Annex 1 to this Agreement) - Single / Multiple Funds Transfers from the Account (Annex 2 to this Agreement) - Payment Order (for transfer of funds in foreign currency) (Annex 3 to this Agreement) - Instructions for Filling-in Bank Details (General Filling Requirements) (Annex 4 to This Agreement) - Pay-out Order for cash withdrawal from the Account pending sufficient funds (Annex 5 to this Agreement) - Pre-Acceptance/Direct Debit Order (Annex 6 to this Agreement) - Cancellation of Pre-Acceptance/Direct Debit Order (Annex 7 to this Agreement) - Acceptance/cancellation of acceptance of payee s payment requests (Annex 8 to this Agreement) - Beneficiary Information (Annex 9 to this Agreement) - Order Revocation request (Annex 10 to this Agreement) - Order Acceptance Procedure (Annex 11 to this Agreement) - Settlements by Letters of Credit in the Russian Federation (Annex 12 to this Agreement) - Currency Conversion Terms (Annex 13 to this Agreement) 4 For those Customers who are serviced using remote banking service systems. 4

5 - Urgent Payment Terms and Procedures (Annex 14 to this Agreement) In the event of a reorganisation or changes to the documents presented at the time of Account opening, including the confirmation of powers of the individuals operating the Account on Customer s behalf, or in the event of change of address indicated in EGRUL 6 or telephone or fax numbers, the Customer will inform the Bank in writing and deliver a duly certified and generated document at the location of the Account to certify such amendments within 7 (seven) calendar days after such changes take effect The Bank may request from the Customer any documents or information required for checking whether or not any transactions on the Customer account meet the requirements of Russian law and for ensuring that the Bank complies with Russian law The Customer undertakes to provide the relevant information and documents / copies not later than seven business days of receiving a written request from the Bank unless this Agreement or Bank of Russia regulations provide otherwise Copies exchanged by the Parties as provided by this Agreement must be duly drawn and attested by authorised individuals signatures and seal / stamp, or be notarised The Customer will provide written confirmations of the balance of Account as at 1 January within 5 (five) business days into every new calendar year The Bank will disclose information that constitutes a banking secret only to the Customer or authorised representatives of the Customer or (under Russian law) to government authorities or their officers The Customer will ensure that: - The individuals authorised by the Customer to operate the Account and/or receive information from the Bank on the Account status or any other information related to the Account or its existence submit their personal data to the Bank - The said and other individuals whose personal data are included in the documents submitted by the Customer to the Bank give their consent for their data to be processed by the Bank (including computerised processing) under Russian law, including Federal Law No 152-FZ dated 27 July 2006 On Personal Data A Party will be deemed duly notified on the date: - when the relevant information was posted on the Bank s official website; or - when the other Party was served a notice through a remote service system; or - when the Party s authorised individual received a written notice at the location of the Account; or - which falls after the expiry of a postal delivery period for the relevant Russian federal entity counting from the date of service by registered mail. 4. TRANSACTIONS ON THE ACCOUNT 4.1. The list and terms for payments and cash services offered by the Bank will be subject to operating Tariffs and this Agreement The Bank will make funds transfers / pay-outs from the Account with due regard to the balance of the Account in the calendar priority of Customer s incoming payment documents, cheques and other Orders Where the balance of the Account is zero or insufficient, the funds will be transferred / paid out in the priority established by Russian law The Customer has an unrestricted right to operate the funds on their Account, subject to any constraints imposed by Russian law or this Agreement The Bank may decline a Customer Order and/or transaction on the Account under Russian law or if the Customer failed to pass Order Acceptance and Execution Procedures as provided in Clause of this Agreement Based on Customer Orders, save as provided by Clauses 4.10 and 5.8 of this Agreement, the Bank will make a funds transfer from the Account within the dates prescribed by Russian law, debiting the Account not later than the day of receipt of an Order. The Bank will be deemed to have discharged their obligations to the Customer on a relevant Order at the time when the relevant amount is debited to the Bank s correspondent Account (in the case of transfers to accounts with other credit institutions) or at the time it is credited to a beneficiary account with the Bank (in the case of transfers to thy Account) The Bank will decide on the routing of wire transfers from the Customer Account at their own discretion. 5 This bullet will be excluded if no after operational hours are established for the Customer Service Unit servicing the Customer Account and urgent payments are not accepted. 6 The unified public register of bodies corporate. 5

6 4.8. Where settlements with the Customer s counterparties are made by a payment request / collection order, the Customer will deliver a Beneficiary-Requested Direct Debit Statement (Annex 6) / Beneficiary Details (Annex 9) The Bank will transfer RUB funds from the Account acting by a beneficiary payment request / collection order, provided that the conditions stated in a Beneficiary-Requested Direct Debit Statement (Annex 6) / Beneficiary Details (Annex 9) are duly met The Bank may direct debit the Account in accordance with Russian law The Customer Account will be credited not later than the day following the one when the Bank received an EPD with a full list of payment details: - In RUB: after checking the Customer s account number and INN (KIO) (if the numbers do not match, the check will be applied to the beneficiary account number and name) - In foreign currency: after checking the Customer s bank account number and name. If a foreign-currency EPD contains an incorrect / incomplete Customer name, INN / KIO will be used for Customer identification purposes as an additional detail. Funds in a foreign currency other than the Account currency will be credited without additional authorisation from the Customer at the rate applied by the Bank on the day of the transaction. If an EPD specifies a foreign-currency Account, funds will be credited in RUB to a transit foreign-currency account with a prior conversion The Bank may make transfers from a transit foreign-currency account to a foreign-currency Account without Customer authorisation prior to the expiry of 15 (fifteen) business days from the date of crediting the transit foreign-currency account, provided that the Bank is able to identify the funds coming for the Customer s transit foreign-currency account and the Foreign Currency Transaction Statement is duly completed The Bank will accept and pay out Customer s cash funds under Russian law and Central Bank regulations. The Bank will issue the Customer with a cheque book so that the Customer is able to receive cash funds in RUB If the balance of the Account is zero or is insufficient, the Customer may deliver a Cash Payout Order from Corporate Account (Balance Insufficient) (Annex 5). If the balance of the Account is sufficient for the execution or partial execution of a Cash Pay-out Order from Corporate Account (Balance Insufficient), the Customer will deliver a money cheque for the amount payable from the Account not later than the next business day. If the Customer fails to deliver the said money cheque within the said dates, the Bank will cancel the Cash Pay-out Order from Corporate Account (Balance Insufficient) and will continue to execute other Orders on the Account with due regard to their priority If the balance of the Account is sufficient, the Bank will pay cash funds from the Account not later than the day following the one when the Bank accepted a money cheque / request for foreign cash The Customer will return the cheque book with unused cheques and stubs to the Bank if the Customer name or Account number is changed or the Account for which the cheque book was issued becomes closed LC payments in the Russian Federation will be governed by LC Payment Terms for Russia (Annex 12) Conversion transactions on the Account will be governed by Conversion Terms (Annex 13) The Bank will make urgent payments after operational hours under Urgent Payment Terms and Procedures (Annex 14) TARIFFS 5.1. The Bank will charge for their services by direct debiting the Account by a banking order as transactions are made or on a monthly basis under Tariffs valid on day of transaction. If the Bank has not received the payment in full for the services provided, it may apply an additional debit for the relevant amount The Bank may introduce new Tariffs, amend and/or cancel the existing Tariffs unilaterally The Customer will pay Bank services by Tariffs in full and in due time or will ensure that such a payment can be made by maintaining the relevant balance of the Account, which does not serve as collateral 7 This clause will be excluded from this Agreement if no after operational hours are established for the Customer Service Unit servicing the Customer Account and urgent payments are not accepted. 6

7 for any other Customer obligations, is not arrested or otherwise encumbered The Customer will reimburse the Bank for any third party charges on any transactions requested by the Customer If the balance of the Account is zero the Customer will pay the services of and reimburse the Bank for, their expenses from other Customer account(s) or from third party accounts or pay Bank services in cash at the location of the Account The Bank may decline a Customer service if the balance of the Account is insufficient for that service to be paid by at the existing Tariffs unless the Parties have agreed an overdraft on the Account Acting with regard to Customer s direct debit statement, the Bank will debit the Account for any Customer obligations to the Bank that may have arisen under credit agreements (including loan contracts or facility agreements) and/or Suretyship agreements and/or bank guarantee / counter-guarantee / Suretyship agreements made between the Customer and the Bank as well as any agreements that may be made during the term of this Agreement The Bank will debit the Customer Account for collection payments for: - Any fees subject to the Tariffs as the Bank provides service under this Agreement as well as any charges of the intermediary banks in connection with Customer orders and other extra expenses actually borne - Any fees subject to the Tariffs for any services provided by the Bank under servicing agreements, bank account agreement with the Customer, including those denominated in a foreign currency 9 - Any funds that the Bank may have credited to the Account in error If the Tariff currency is different from that of the Account opened under this Agreement, Bank services shall be paid by direct debiting the Account for the relevant amount at the rate of the Bank / Bank of Russia subject to the Tariffs effective at the time of charging the fee The Bank will determine the procedure and priority of fee collection at its discretion, based on the sufficiency of balances of the Customer accounts opened under this Agreement. 6. COUNTERING MONEY LAUNDERING AND TERRORISM FINANCING. BANK ACTING AS A CURRENCY CONTROL AGENT Alongside Orders / within the dates envisaged by Clauses and hereof, the Customer will deliver the documents and details required by the Bank to perform the functions: - Provided by Federal Law No 115-FZ dated 7 August 2001 On Countering Money Laundering and Terrorism Financing and Bank of Russia regulations, including but not limited to the reliable data on the Customer and their attorneys and the availability / unavailability of a beneficiary - Of a currency control agent under Federal Law No 173-FZ dated 10 December 2003 On Currency Regulation and Currency Control and Central Bank regulations For any foreign currency transactions, the Customer will deliver Orders as well as the underlying and other relevant documents for such transactions 10 under Russian law and Bank of Russia regulations If the Bank establishes that the data stated by the Customer in their Information Details is changed or that the Customer failed to meet the requirements for or dates of delivery of, the documents required under Clauses 3.3.4, 3.3.6, the Bank may decline a debit transaction on the Customer Account using remote banking service systems until such documents are made available to the Bank The Bank will decline any debit transactions on the Customer Account if the Russian Federal Tax Service has posted information on its official website ( that the Customer has been wound up. 7. LIABILITIES OF THE PARTIES 7.1. The Parties will be liable for non-execution or improper execution under this Agreement subject to Russian law If the Bank fails to credit the Account in due time for any funds coming for the Customer or debits the Account without good reason or fails to comply with Customer instructions for a funds transfer or pay- 8 The total of Bank fees payable in cash under this Agreement must not go beyond the limits established by Central Bank s regulations for cash payments between legal entities (a legal entity and an individual entrepreneur) under one agreement made between such parties. 9 For foreign currency accounts. 10 No supporting documents will be required at the time of making of this bank account Agreement with a Russian nonresident. 7

8 out from the Account, the Bank will pay interest on such funds as follows: - For a RUB Account: 0.3 (nought three) of the rate applied by the Central Bank at the time of the Bank s default for every day of default - For a foreign currency Account: 0.05 (nought nought five) for every day of default The Bank will ensure that Order details stay unchanged except as otherwise required by the Bank of Russia Instruction No 2410-U dated 15 March 2010 On Payment Documents and Payment Orders with Amended Banking and Customer Details 7.4. The Bank will not be liable for declining or defaulting on a Customer payment document or for any loss by the Customer in that regard under Clauses 4.5 and 5.6 of this Agreement For a failure to return any funds credited to the Account in error within the dates stated in Clause of this Agreement or for a late payment of Bank services, the Customer will pay the Bank a penalty of: - For a RUB Account: 0.3 (nought three) of the rate applied by the Bank of Russia at the time of the Customer s default for every day of default - For a foreign currency Account: 0.05 (nought nought five) for every day of default The Parties will reimburse each other for the real loss only that has resulted from their actions or omissions to act The Bank will not be liable for any loss caused by the Customer s failure to deliver documents on the changes referred to in Clauses 3.3.4, 6.1, and 6.3 of this Agreement in due time. 8. FORCE MAJEURE 8.1. In the event of a force majeure, which includes acts of God, incidents, fires, riots, strikes, revolutions, military actions, illegal actions by third parties, enactment of legislative acts, government decrees and resolutions by government authorities that whether directly or not prohibit or bar the Parties from performing hereunder, including those related to prohibitive and restrictive actions by government authorities in the countries of correspondent banks location, or any other circumstances beyond the Parties control, the Parties to this Agreement will be released from liability for defaulting on their obligations. A Party affected by a force majeure must forthwith, but not later than 7 (seven) calendar days, notify the other Party in writing. Such a notice will contain the details as to the nature of the circumstances and an estimation of their impact on the affected Party s ability to perform under this Agreement. As soon as such circumstances cease to operate, the affected Party must forthwith, but not later than 7 (seven) calendar days, notify the other Party in writing. Such a notice will specify the period in which it expects to perform under this Agreement. 9. SETTLEMENT OF DISPUTE 9.1. Any dispute under this Agreement will be settled by written claims. If the Parties fail to settle a dispute, it will be referred to the Court of Arbitration at the location of the Account. Either Party undertakes to review a written claim from the other Party in no more than 15 (fifteen) business days from the day of receipt. 10. TERM OF THIS AGREEMENT. AMENDMENT AND TERMINATION This Agreement is not limited by term This Agreement may be amended in writing only by the authorised representatives of both Parties signing a single document, except as provided by Clauses 3.3.1, 3.3.3, and 5.2 of this Agreement All and any amendments to this Agreement, including those posted on the official website, form integral parts thereof The Customer may terminate this Agreement at any time giving a written notice. The Customer may close any Account opened under this Agreement giving a written notice. The balance of that Account will be paid to the Customer or transferred to another account not later than 7 (seven) business days of receipt of the Customer s written notice under Russian law, providing that the use of such funds is not restricted If the use of funds on the Account is restricted and if the balance thereof is other than zero, the Account will not be closed until any such restrictions are lifted. After the lifting of such restrictions the Account will be closed not later than the business day following the day of debiting the Account for making the funds available to the Customer or for transferring them to another account If the use of funds on the Account is restricted and its balance is zero, the Account will be closed not later than the business day following the day when this Agreement was terminated The Bank may terminate this Agreement: - If the balance of the Account has been zero or the Account has been idle for two years. This Agreement 8

9 will be deemed terminated two months after the Bank serves a written notice of termination on the Customer unless the Account is credited during that period. - If the Customer is wound up (based on the Customer winding-up information posted on the official website of the Russian Tax Service, No written notice will be given to the Customer in that event Termination of this Agreement will cause closing the Account. 11. PARTIES ADDRESSES AND DETAILS Bank: Sberbank of Russia Location: 19 Vavilova St., Moscow, Russia Name of Sberbank s Operations Dept.: Location of Sberbank s Operations Dept: Details: (title of the Bank s authorised representative) ( ) (Signed) (Full name) Sealed Customer: (name of the company) Location: Postal address (for communications with the Bank) Details: Chief Accountant s tel.: Executive body s tel.: Customer s (in block capitals) (title of the Customer s authorised representative) ( ) (Signed) (Full name) Sealed 9

10 Annex 1shall be posted on the official website of the Bank Annex 1 to the Bank Account Agreement I. The list of documents necessary for opening and maintaining an Account For a resident legal entity: 1. Client s constituent documents, depending on the form of the business ownership of a legal entity (originals or copies notarised by a Bank s official or any other authorised employee of the Bank, according to the procedure set out by the Bank of Russia). When constituent documents are amended, the Client shall provide information on such changes, as well as the Certificate of an entry made to the Uniform State Register of Legal Entities (originals or copies notarised by a Bank s official or any other authorised employee of the Bank, according to the procedure set out by the Bank of Russia). 2. State Registration Certificate, Form No P For legal entities incorporated before the Certificate of Entry in the Uniform State Register of Legal Entities Registered before , Form No P57001 (original). 3. Licences (permits) to engage in activity subject to licencing* (copies notarised by a Bank s official or any other authorised employee of the Bank, according to the procedure set out by the Bank of Russia). 4. A card with authorised signatures and a seal imprint notarised or certified by the Bank. 5. The Certificate of Registration with a Tax Authority (original). 6. Documents evidencing election or appointment of persons listed in the Card, their powers to issue orders on the account (excerpts from documents and/or their copies), and a power of attorney or its copy, certified as set out by the Bank of Russia to evidence the powers of an authorised person. 7. For a one-person executive body the Certificate of Record in the Uniform State Register of Legal Entities (that confirms the latest change (replacement) of a one-person executive body during the period after ) and/or an excerpt from the above Register, the copy/excerpt (certified as set out by the Bank of Russia) of the resolution of the respective legal entity s body, and where necessary documents confirming the compliance of the relevant meetings of the respective bodies with statutory documents requirements. For an individual entrepreneur: 1. An identification document. 2. The Certificate of the State Registration as an Individual Entrepreneur, Form No P61001, the Certificate of Entry on an Individual Entrepreneur Registered before , f. No P67001 (original) made in the Uniform State Register of Individual Entrepreneurs. 3. The Certificate of Registration with a Tax Authority (original). 4. Licences (patents) for performing activity subject to licencing* (i.e. regulated through issuing a patent) (copies certified in accordance with the set procedure) 5. The power of attorney (notarised or certified by a Client) that confirms the powers of persons listed in the Card to manage funds in the bank account (if such powers are transferred to third parties). 6. A card with authorised signatures and a seal imprint either notarized or certified by the Bank. For a notary: 1. An identification document. 2. A licence to perform notarial activity and the document that confirms the powers of a notary (his/her appointment) issued by the territorial bodies of the Russian Ministry of Justice (copies certified by these bodies, by any other notary, the official of the Bank or any other authorised employee of the Bank). 3. The Certificate of Registration with a Tax Authority (original). 4. Power of Attorney issued by any other notary, that confirms the powers of persons listed in the Card to manage funds in the bank account (if such powers are transferred to third parties). 5. A card with authorised signatures and a seal imprint either notarised or certified by the Bank. 10

11 For a lawyer: 1. An identification document. 2. A document from a law chamber that verifies the registration of a lawyer in the register of lawyers, as well as a document that certifies establishment of a private legal practice. 3. The Certificate of Registration with a Tax Authority (original). 4. A notarised power of attorney that confirms the powers of persons listed in the Card to manage funds in the bank account (if such powers are transferred to third parties). 5. A card with authorised signatures and a seal imprint either notarised or certified by the Bank. For a non-resident entity: 1. The documents that confirm the Client s legal status under the laws of the country of its state registration: - constituent documents; - the documents that confirm its state registration; - the document that confirms the permanent residence of a non-resident entity in a foreign country, certified by the competent authority of such country, with an apostille and translation into Russian; - other documents. 2. Licences (permits) to perform activity subject to licencing*. 3. A card with the signatures of persons authorised to manage an account and the seal imprint of a nonresident entity (if available) either notarised or certified by the Bank. 4. The Certificate of Registration with a Tax Authority (original). 5. The documents evidencing the election or the appointment of persons listed in the Card and their powers to manage funds in the account. 6. For the confirmation of an authorised person s powers a power of attorney (the power of attorney received from abroad shall be notarised). For a one-person executive body the documents that confirm the powers of this body and when necessary the documents confirming that meetings of respective legal entities bodies have been held in accordance with the requirements of statutory documents. For a non-resident individual entrepreneur: 1. A passport or any other identification document of a Client in line with the legislation of the Russian Federation. 2. A residence permit or a temporary residence permit. 3. A card with the signatures of persons authorised to manage an account and the seal imprint of a nonresident entity (if available) either notarised or certified by the Bank. 4. The power of attorney (either notarised or certified by the Bank) that confirms the powers of persons listed in the Card to manage funds in the bank account (if such powers are transferred to third parties). The power of attorney received from abroad shall be notarised. 5. The Certificate of Registration with a Tax Authority (original). 6. The Certificate of the State Registration of an Individual as an Individual Entrepreneur, Form No P61001, the Certificate of Entry of the Individual Entrepreneur Registered before , f. No P67001 (original). in the Uniform State Register of Individual Entrepreneurs. For opening and keeping an account a separate unit of a Client (resident/non-resident) is requested to submit additionally: 1. Regulations on a branch or a representative office (original or a copy notarised or certified by a Bank s official or any other authorised representative-employee of the Bank, as set out by the Bank of Russia). 2. The document that confirms the powers of the head of a legal entity s separate unit (the power of attorney issued on behalf of a legal entity for entering into a bank account agreement and managing an account or its copy notarised in accordance with the set procedure). 11

12 3. The document that confirms the registration of a legal entity with a tax authority for the territory where its separate unit is located (an original or a copy notarised or certified by the official of the Bank or any other authorised employee of the Bank in accordance with the procedure set out by the Bank of Russia). 4. The documents that confirm the appointment of heads of branches or representative offices (excerpts from documents and/or their copies notarised in accordance with the set procedure). Besides, non-resident clients also provide the documents that confirm record made in the consolidated state register of representative offices of foreign companies accredited in the Russian Federation or the state register of branches of foreign entities accredited in the Russian Federation. Translation into Russia certified as set out by the Russian legislation shall be attached to documents written in a foreign language. In cases stipulated by the Russian legislation documents shall be notarised. II. The information and documents necessary for identifying a Client in accordance with the requirements of Federal Law No 114-FZ On combating legalisation of money laundering and financing of terrorism dated Information about a Client (in the format set out by the Bank). 2. Identification documents of a client (an individual entrepreneur) and/or persons who have powers to manage funds in the account (or information on their bank details) 3. The written confirmation with the signature of a manager or an authorised person and a company seal (if available) evidencing that a permanent governance body, other body or a person authorised to act on behalf of the legal entity without a power of attorney are actually located at the address of a legal entity (in the format set out by the Bank). 12

13 Annex 2 shall be posted on the official website of the Bank Annex 2 to the Bank Account Agreement To customer service unit No (branch of the Bank) Sberbank of Russia THE ORDER for single multiple (mark the item that applies) transfer from the Account Date of the Order Payer Payer s INN (KIO - Foreign Entity Code) Payer s KPP Payer s Account number Effective Date Expiration Date Terms of Order execution: Data (data for a single transfer order) Period (for a multiple transfer order) (only ONE option allowed) daily monthly: - the first working day of a month - the last working day of a month - a specified day of a month (please specify) weekly - Mon, - Tue, - Wed, - Thu, - Fri even working days of a calendar month odd working days of a calendar month daily after crediting collected cash Time (only ONE option allowed) Type of payment Sum start of the banking day end of the banking day as of a specified hour : (local time) electronic urgent amount (in figures and in words) Date format: DD.MM.YYYY 13

14 balance for the specified period Payee/Beneficiary Payee s INN (Foreign Entity Code) Payee s KPP Payee s Account number Payee s bank Payee s BIK Account number of a payee s bank Purpose of payment We are informed that the Order shall not be executed by the Bank in case of insufficient balance and/or constraints on the disposal of funds in the bank account specified in the Payee s Account Number line. Manager (Name) Chief Accountant seal (Name) NOTES OF THE BANK Accepted on 20. Additional information (if necessary) Officer in charge (Name) 14

15 Payment Order (for the transfer of funds in foreign currency) Form Annex3 shall be posted on the official website of the Bank Annex 3 to the Bank Account Agreement PAYMENT ORDER NO 20 * 33B AMOUNT AND CURRENCY 50а PAYER (ORDERING PARTY) ISO currency code: (amount in figures) (amount in words) Account No: name INN/KIO: address city, country 56а INTERMEDIARY BANK SWIFT code: Clearing code: name 57а address city, country ACCOUNT WITH INSTITUTION ( BENEFICIARY S BANK) SWIFT code: Clearing code: corr. account name address city, country 59а BENEFICIARY Account No (IBAN): name address city, country 70 PURPOSE OF PAYMENT 71А DETAILS OF CHARGES 72 SENDER TO RECEIVER (ADDITIONAL) INFORMATION BEN SHA OUR (choose one option) 77В I agree to the exchange rate of the conversion (mark if necessary) I accept the terms of FULLPAY service (mark if necessary) The terms of FULLPAY service (guarantee that the beneficiary bank receives the full sum of a transfer): Payment to a different credit organization Payment in USD Code word OUR is marked in line 71A Information for Currency Control Code of the country of a payee s bank PS / / / / Code of the / / / / currency / / / / operation type (number) (data) 15

16 MANAGER CHIEF ACCOUNTANT NOTES OF THE BANK Seal *This order is valid for presentation to the Bank during 10 calendar days after it is made 16

17 Annex 4 shall be posted on the official website of the Bank Annex 4 to the Bank Account Agreement INSTRUCTIONS FOR FILLING IN BANK DETAILS IN A PAYMENT ORDER FOR FOREIGN CURRENCY TRANSFERS GENERAL FILLING REQUIREMENTS 1. ALLOWED characters include Latin characters, spaces, numerals and the following symbols: ( ),.? : - + / Cyrillic characters are ALLOWED when making an inter-branch transfer within Sberbank of Russia. The use of other symbols is NOT ALLOWED. 2. A field number in a payment order form is identified as NN[а], where NN - two-digit numerical code of a field; [а] - field option (optionally) in the form of an upper case Latin character Option Designation А - a bank is identified by its SWIFT-code; B - a bank is identified by an account number or a branch name; С - a bank is identified by a national clearing code; D - a bank is identified by a name and address; F - an ordering customer (50F) is identified by: in the account number line by a client account number or a client s identifier by any other identification method (name, address etc.) K - an ordering customer (50К) is identified by its name and address 3. The number of symbols in the fields, including spaces, shall not exceed the allowed length determined in the Format line. 4. The field format defines the field structure and the number of lines. Each field is fixed in length and contains symbols from the allowed characters set (see p. 1): <length> <character> where <length> - defines the length of the field in symbols (n means number): n - maximum length (minimum length is 1); n! - fixed line, i.e. a field shall include a strictly specified number of symbols; n*n - maximum number of lines multiplied by the maximum number of symbols in a line; n..n - minimum and maximum length; <character> - define symbols from the set of allowed symbols (see p. 1) that stand for: a - only upper case Latin characters; x - any symbol from the allowed set; n - only digits; c - only upper case Latin characters and digits; d - only digits and a comma to separates the integral part of the amount from the fractional part. If there is no fractional part, there is a comma after the amount. 5. In the account number line the following symbols are not allowed: N, No, account, acc, ac, A/C etc. Account number shall be written without delimiter characters (hyphen, space etc.) 17

18 6. The additional requirements of Ukraine, Belarus, Kazakhstan and China when transferring cash in currency of these countries (Ukrainian hryvnas (UAN), Byelorussian rubles (BYR), Kazakh tenges (KZT) and Chinese yuan (CNY)) are given in the Reference section, table 2: Special bank details requirements for transfers in Ukrainian hryvnas (UAN), Byelorussian rubles (BYR), Kazakh tenges (KZT) and Chinese yuan (CNY). Field No Date 33В Field name Payment Order No Date Currency/Transac tion Amount Filling rules sequence number of a Payee payment order Mandatory field. Date of making a payment order by a Payee Mandatory field. - amount of the transfer made by a Client. If the amount is an integral part only, two zeros (00) after a decimal comma are mandatory. In case of hard copy order, the amount shall also be duplicated in words. Only the integral part for payment in Byelorussian rubles or Japanese yen. - currency code. If the transfer is in a currency different from the currency of the Customer account in field 50a, the debit amount shall be the amount resulting from the conversion of the initial amount at the rate agreed with the Customer Mandatory field. 50а Payer Bank details of the Customer ordering funds transfer: - number of the Customer s account being debited; - Customer name: full or short, as per statutory documents of the Customer; - INN (taxpayer s identification number) for resident entities or KIO (foreign entity code) for non-resident entities; - Address; - City, country. Mandatory field. Hard copy not more than 10 symbols date, month, year not more than 14 digits comma included Field format Digital format 10x 6!n (year, month, date) 15d 3 letters 3!a 20 digits 20!n not more than 140 symbols 4*35x 56a Intermediary bank Bank details of the correspondent account of a beneficiary s bank (field 57a): - SWIFT-code (if available); - national clearing code (if available); - name of an intermediary bank; - address (if available); - city, country Mandatory, if there is a correspondent account of a beneficiary s bank in field 57a 57a Beneficiary s bank (Account with institution) This field specifies the financial institution which services the account for the beneficiary customer (field 59a): - SWIFT-code (if available); - national clearing code (if available) for an American bank recommended option is a national clearing code of 9 digits referenced on paper order as FEDWIRE, ABA, ROUTING NUMBER); - number of a beneficiary s bank correspondent account at an intermediary bank (field 56a) (if available); - name of a beneficiary s bank; 8 or 11 symbols not more than 31 symbols not more than140 symbols 8 or 11 symbols not more 31 symbols not more than 34 symbols 4!а2!а2!с[ 3!c] 31x 4*35x 4!а2!а2!с[ 3!c] 31x 34x 18

19 - address (if available); - city, country. Mandatory field. 59а Beneficiary In case of a transfer to a legal entity, the following bank details of the beneficiary: - customer account number at the beneficiary s bank (field 57a) When making a transfer to the Beneficiary s bank in a country following the EU Directive on indicating IBAN, an account number in the IBAN format is mandatory. - Beneficiary name; - INN for resident entities (if available) or KIO for non-resident entities (if available); - address (if available); - city, country. If the name of a beneficiary client exceeds the maximum length of 140 symbols, its address may be omitted not more than 140 symbols not more than 34 symbols not more than 140 symbols 4*35x 34x 4*35x When making a transfer to a beneficiary bank, the bank details include: - its internal account (if available); IBAN format is optional; - SWIFT-code of the beneficiary bank (if available); - name of the beneficiary bank; - address (if available); - city, country. If the bank s internal account is indicated together with its SWIFT code, than field 57a shall refer to the same bank. not more than 34 symbols 8 or 11 symbols not more than 140 symbols 34x 4!а2!а2!с[ 3!c] 4*35x When making a transfer payable in cash to an individual (without opening an account): - account number line is left blank or indicates CASH; - Beneficiary s name; - Beneficiary s passport/id details Note: some banks make no cash payments to beneficiaries or have limits on cash payout amounts. Mandatory field. not more than 34 symbols not more than 140 symbols 34x 4*35x 70 Remittance information Information on a transfer, including: - The purpose of the transfer (payment under a contract/agreement/tuition/holiday package/allowance etc.); - the number and date of the respective agreement/contract, commercial papers, work performed/services rendered, goods etc. If field 70 is exceeded, field 72 may be used. Mandatory field. not more than 140 symbols 4*35x 19

20 71А Details of charges This field specifies which party will bear the applicable charges for the subsequent transfer of funds. One of the following codes must be used: - BEN - All Sberbank charges and charges of other banks involved are deducted from the transfer amount in field 33B; - SHA - All Sberbank charges shall be paid by the paying customer (field 50a), charges of other banks in the transfer shall be deducted from the transfer amount; - OUR - All Sberbank charges and charges of other banks in the transfer shall be paid by the paying customer (field 50a). In this case the beneficiary may receive the transferred amout less deduction. Please note that some banks charge a paying customer irrespective of the option in field 71A. select one of the following: BEN SHA OUR 3!а 72 Sender to receiver information Additional information for the banks in the transfer and information for a beneficiary customer, in case there is not enough space in field 70. Use of field 70 is not recommended as it causes manual processing, execution delay and additional charges. 6 lines of 35 symbols each 6*35х 77В Regulatory Reporting Mandatory only for transfer in Ukrainian hryvnas (UAH) Special requirements for bank details for transfers in Ukrainian hryvnas (UAN), Byelorussian rubles (BYR), Kazakh tenges (KZT) and Chinese yuan (CNY) (table 2) 3 lines of 35 symbols each together with slash / 3*35x 20