Update Rusagro share distribution

Earlier we reported on the extended deadline (until December 31st 2026) for the share distribution by Rusagro (https://news.eahciss.org/2026/02/friendly-shareholders-of-cypriot.html?m=1). 

In our previous post we also shared our legal analysis that holders of depositary receipts from jurisdictions unfriendly to Russia are not legally able to participate in the share distribution during the extended period. 

Rusagro has confirmed to EAHCISS that they share this legal interpretation:

"Under paragraph 21 of Article 7 [of Federal Law 470-FZ of the 4th of August 2023], it is correct that residents of unfriendly countries do not have the right to receive shares of PJSC Rusagro Group."

However, in all the documents published by Rusagro (https://www.rusagrogroup.ru/en/investors/news-events/press-releases/single-view/article/1421/) Rusagro seems to apply the same criteria as during the first period of the share distribution and provide the impression that holders of depositary receipts from jurisdictions that are unfriendly to Russia can actually apply for the share distribution. During this initial period (in 2024) holders of depositary receipts from jurisdictions unfriendly to Russia were able to apply for shares in PJSC Rusagro Group. In practice this may well mean that applications from holders of depositary receipts that are from jurisdictions unfriendly to Russia are being approved and we have some anecdotal evidence of this.

Before holders of depositary receipts from jurisdictions that are unfriendly to Russia invest in hiring Russian representation and make costs for Russian notaries and translators, they are advised to weigh the risk of receiving a rejection because they may not be legally eligible for the share distribution.

Holders of depositary receipts from jurisdictions unfriendly to Russia can also consider transferring the right to obtain shares in PJSC Rusagro Group to a Russian entity.

Given the complexity of the procedure, and the need to work with local Russian notaries and translators, we strongly advise to consider working with a local Russian representative and to start preparations as soon as possible. EAHCISS has good previous experiences with Irina Sibirina from www.itlektis.ru and Magenta Legal (www.magenta.legal). Both are also members of EAHCISS.

If you would be interested in joining a webinar on this topic, please let us know and we'll attempt to organise one if there is sufficient interest.