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Following the completion of the redomiciliation of Etalon Group PLC to the Russian jurisdiction (IC PJSC Etalon Group was registered on Oktyabrsky Island in the Kaliningrad Region on July 8, 2025, OGRN 1253900007173), holders of global depositary receipts of Etalon Group PLC (ISIN US29760G1031, GDRs), whose rights are recorded by foreign organizations, obtained the right to enforce the conversion of such receipts into shares of the Russian issuer (ISIN RU000A10C1L6) pursuant to Article 5 of Federal Law No. 452-FZ dated August 4, 2023.

The depositary authorized to accept applications, verify documents, and carry out the conversion procedure is Rakurs Invest JSC.

Who is entitled to apply

The right to apply for forced conversion is granted to:

• the direct holder of the GDRs;
• or a person in whose interests the ownership and/or management of the GDRs is carried out (beneficial owner), even if the securities are formally recorded in the name of another person.

At the same time, the following conditions must be met cumulatively:

• receipt of shares of the IC PJSC through voluntary (standard) conversion is impossible;
• such impossibility is caused by one or more of the following reasons:
• imposition of sanctions against the applicant, related persons, or foreign infrastructure (depositaries, brokers) through which the GDRs are held;existence of restrictive or “unfriendly” measures by foreign states, international organizations, or financial institutions (including sanctions against the Russian Federation, Russian legal entities, and citizens of the Russian Federation);
• the applicant held the relevant GDRs as of July 8, 2025 (the key record date).

The applicant may be either an individual or a legal entity, resident or non-resident of any jurisdiction. At the same time, certain restrictions within the Russian legal regime remain in place for investors from “unfriendly” countries (for example, restrictions on disposal of shares after their receipt).

Deadlines

According to the depositary, the deadline for submitting the complete set of documents is November 5, 2026 (inclusive).

However, in practice, a number of factors should be taken into account:

• significant time is required to collect supporting documents from foreign brokers and custodians;
• foreign documents usually require legalization (apostille / consular legalization);documents must be delivered to Russia (which may be complicated due to international logistics restrictions);
• a notarized translation into Russian is required;the depositary may request additional documents or clarifications.

In this regard, it is recommended to:

• start preparing the document package in advance;
• aim to submit no later than October 5, 2026, to maintain a time buffer;
• allow additional time for correcting deficiencies and resubmitting documents if necessary.

Where and how to submit documents

The application and document package may be submitted as follows:

• in person by the applicant or through a representative under a power of attorney – at the depositary’s office: 123112, Moscow, Presnenskaya Embankment, 8, bld. 1, premises 34/1/2;
• by postal mail – to the same address;
• by email – with the mandatory subject line “Forced conversion”.

Practical recommendation:

The submission period is limited, and sending documents by mail may be risky due to possible delays or loss. Therefore, it is advisable to submit documents in person or through a representative in Russia acting under a notarized power of attorney.

The standard set of documents includes:

• applicant identification documents (KYC);
• confirmation of GDR ownership;
• documents disclosing the custody chain;
• application in the depositary’s form;
• if necessary – translations, certifications, and legalization.

What to pay attention to

• The depositary may refuse the application if there are doubts regarding the completeness or reliability of the documents.
• If the total number of declared GDRs exceeds the number of shares, conversion will not be carried out.
• Documents must be as up-to-date as possible.
• From the perspective of Russian law, foreign sanctions are not recognized as lawful restrictive measures.S
• hares are credited to an account with Rakurs Invest JSC. If no account exists, one will be opened.
• The depositary does not provide online access — documents are issued in person or through a representative.
• To sell shares, a transfer to a broker will be required.
• Shares may be temporarily blocked until the custody chain is confirmed.Payment of the depositary’s fee is required ( 5 RUB for 1 Etalon DR).

If you need assistance in assessing the chances of receiving shares, issues related to their unblocking and subsequent sale, payment of fees, preparation of translations, and submission of documents, please contact us at info@magenta.legal or via our Telegram-bot.

Disclaimer 

This communication is provided for informational purposes only and should not be considered as comprehensive legal advice. Any obligations of MAGENTA Legal arise only after the execution of a formal legal services agreement and payment of the relevant fees. Not financial advice.