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Credit Bank of Moscow - Consent Solicitation -Launch

Updated: May 31, 2023

NOTICE OF CONSENT SOLICITATION AND RESPECTIVE MEETING

XS1964558339 (Reg S)/US12504PAG54 (Rule 144A)

XS2099763075 (Reg S)/US12504PAH38 (Rule 144A)

XS2384475930 (Reg S)/US12504PAJ93 (Rule 144A)


29 MAY 2023


Full announcement including disclaimers and offer restrictions available via Marketscreener


"CREDIT BANK OF MOSCOW (public joint-stock company) ("MKB" orthe "Bank")


NOTICE OF CONSENT SOLICITATION AND RESPECTIVE MEETING


On 29 May 2023, MKB announces the solicitation of consents (the "Consent Solicitation") of the holders (the "Noteholders") of the following outstanding notes (the "Notes") issued by, but with limited recourse to, CBOM Finance p.l.c. (the "Issuer") for the sole purpose of financing the corresponding loans to the Bank:


...


" Background


(A) The extensive sanctions and other restrictive measures, including the full blocking sanctions, have been introduced by, amongst others, the U.S., the EU and the UK against Russia, the Bank and various Russian entities (such as the National Settlement Depositary). In addition, and as part of the measures to stabilise and support the Russian financial and currency markets, the Competent Russian Authorities have introduced a permit-based system in respect of payments from residents of the Russian Federation to payees in certain jurisdictions.


Accordingly, due to the Bank having become a Sanctions Restricted Person, the Bank may not be able to repay interest or principal to the Issuer under the Loan and, consequently, the Issuer would not be able to make an onward payment under the Notes in accordance with the original terms of the Notes. In addition, by the Principal Paying Agent will most likely be blocked, delayed or frozen for an uncertain period of time and, consequently, those funds will not be distributed among the Noteholders.


(B) The Bank assures that:


(a) notwithstanding the significant costs and expenses it bears in this regard and practical obstacles and difficulties for making payments abroad, it is currently exploring all legal means how to ensure the realisation of equal rights among all Noteholders (both residents and non-residents); and


(b) it has sufficient financial resources and will duly perform its payment obligations in relation to the Notes subject to all applicable laws and receipt of all required approvals.


(C) In light of the above, the Bank is seeking the Noteholders' approval of each of the Proposals, as set out in more detail the respective Consent Solicitation Memorandum. The Bank believes that if the Proposals are not approved by the Extraordinary Resolutions, then (i) the ongoing interruptions relating to the clearing and settlement infrastructure may continue to restrict payments under the Notes which is likely to prejudice the rights of the Noteholders and (ii) the Noteholders will not have a trustee which is fully functioning and which could continue to protect the rights and interest of the Noteholders under the Notes in full."


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