retail investors

The forced conversion procedure enables investors whose depositary receipts (DRs) are held through foreign financial institutions and could not previously be converted into shares due to existing restrictive measures to receive ordinary shares of IPJSC Etalon Group by submitting an application to the depository that maintains the depositary programme securities account in which rights to the international company’s shares are recorded.

The procedure and time frame for forced conversion are governed by Russian law, in particular Federal Law No. 452-FZ dated 4 August 2023 On Amendments to Certain Legislative Acts of the Russian Federation, as well as the Decision of the Board of Directors of the Bank of Russia dated 24 December 2024 On Establishing the Procedure and Time Frame for the Forced Conversion of Securities of Foreign Issuers Certifying Rights in Respect of Shares of Joint-Stock Companies with International Company Status into Shares of Such Joint-Stock Companies.

The forced conversion procedure is carried out by JSC Rakurs Invest. Detailed information on the forced conversion time frame, the application procedure and other information required under applicable law in connection with the forced conversion of securities is available on the JSC Rakurs Invest website: https://rakursinvest.ru/services/conversion/.  

State date for applications for forced conversion: 8 July 2026

Deadline for applications for forced conversion: 5 November 2026

Deadline for crediting ordinary shares to the accounts of investors whose applications have been approved: no more than 30 business days from the application deadline

Information on the procedure and time frame for the forced conversion is available on the JSC Rakurs Invest website: https://rakursinvest.ru/services/conversion/.

Procedure:

To participate in the forced conversion, a holder of foreign securities must contact JSC Rakurs Invest by 5 November 2026 inclusive and submit the information and documents specified at https://rakursinvest.ru/services/conversion/.

All documents must be submitted as originals bearing a wet-ink signature and seal, as notarised copies or in the form of a notarised inspection of the applicant’s personal account. Documents issued in a foreign country must be duly legalised, either through consular legalisation or by apostille.

Documents may be submitted by shareholders in person (or by an authorised representative acting under a power of attorney) at the depository’s office or sent by post to the depository’s address specified in the Procedure for the Forced Conversion of Securities of a Foreign Issuer Certifying Rights in Respect of Shares of an International Company.

Each application is reviewed within 20 business days of receipt. If an application is rejected, the applicant will be notified within three business days of the relevant decision.

If an application is rejected, the applicant may submit a new application within the overall application period (8 July 2026 to 5 November 2026). Resubmitted applications are also reviewed within 20 business days.

The following must be confirmed:

(1)    the applicant’s ownership of the GDRs as of the date of the state registration of IPJSC Etalon Group in Russia (8 July 2025);

(2)    the applicant’s ownership of the GDRs as of a date as close as possible to the date on which the application for forced conversion is submitted; and

(3)    the absence of any transactions involving the GDRs that resulted in a change of ownership during the period from the date of IPJSC Etalon Group’s registration to the date as close as possible to the date on which the application is submitted.

If the applicant became a GDR holder after Etalon Group’s registration, documents confirming the acquisition date must be submitted, together with documents confirming that the transaction complies with Part 7 of Article 5 of Federal Law No. 452-FZ.

Yes. Both residents and non-residents of the Russian Federation may participate in the forced conversion.

Yes. Under the forced conversion rules, documents evidencing ownership of the GDRs must be provided as of the date of the state registration of IPJSC Etalon Group in Russia (8 July 2025), as of a date as close as possible to the date on which the forced conversion application is submitted and for the period from the date of IPJSC Etalon Group’s registration to the date as close as possible to the date on which the application is submitted.

However, if you are unable to confirm that you acquired the GDRs before 8 July 2025 (the date of IPJSC Etalon Group’s registration in Russia), the measures and restrictions provided for by Presidential Decree No. 138 dated 3 March 2023 On Additional Temporary Economic Measures Related to Securities Transactions may apply to the ordinary shares of Etalon Group that you receive as a result of the mandatory conversion.

Yes. However, investors are advised to carefully consider the regulatory and legal implications of acquiring GDRs after the date of the issuer’s registration in Russia, including the provisions of Presidential Decree No. 138 dated 3 March 2023 On Additional Temporary Economic Measures Related to Securities Transactions, and to consult appropriate professional advisers.

Documents may be submitted by shareholders in person (or by an authorised representative acting under a power of attorney) at the office of JSC Rakurs Invest or sent by post to the following address:

8 Presnenskaya Embankment, Building 1, Premises 34/1/2, Moscow, 123112, Russian Federation

The applicant may also email scanned copies of the completed application and all required documents specified in the List of Documents to documents@rakursinvest.ru, using the subject line “Etalon Forced Conversion”. However, receipt of such an email does not constitute grounds for carrying out any transactions and does not impose any obligations on JSC Rakurs Invest. A decision to carry out the forced conversion will be made solely on the basis of properly executed and sufficient hard-copy documents submitted to JSC Rakurs Invest within the prescribed time frame.

The custody chain for DRs comprises information on all financial institutions through which rights to depositary receipts are directly or indirectly recorded, beginning with the foreign nominee holder that records the holder’s rights to the foreign issuer’s securities and including all higher-tier nominee holders (foreign nominee holders).

Precise information on the custody chain can be obtained from the foreign financial institution where the account in which the DRs are held is maintained. Neither Etalon Group nor JSC Rakurs Invest possesses this information or has any means of obtaining it.

For the purposes of forced conversion, the following must be provided to JSC Rakurs Invest:

• the name and details of the foreign financial institution where the account in which your DRs are held is maintained, together with your account details; and

• the names and details of all intermediate nominee holders, beginning with the foreign financial institution where your DR account is maintained and ending with the foreign financial institution that is a direct participant in Euroclear or Clearstream.

The validity and legitimacy of an interest in mandatory conversion are demonstrated by the inability to carry out the voluntary conversion of DRs. Supporting evidence may include:

• links to publicly available official online sources containing the texts or substance of official legal acts of foreign states or the European Union, regulatory documents, official announcements and similar materials issued by foreign financial institutions concerning the introduction or application of foreign sanctions against the applicant (or another holder) or a category of persons to which the applicant (or other holder) belongs, accompanied by printouts certified by an authorised representative of the applicant;

• correspondence; and

• other documents evidencing the blocking of DRs and/or a refusal to provide services and/or a refusal by a foreign depository or other foreign financial institution to take any action without which voluntary conversion is impossible in respect of the applicant (or another holder) or a category of persons to which the applicant (or other holder) belongs.

Investors wishing to participate in the forced conversion may refer to the information above as evidence of the validity and legitimacy of their interest in the forced conversion.

The time frame for forced conversion, including the application period, is established by Russian law. The application period for forced conversion is 120 days and cannot be changed. Current legislation does not provide for an extension of this period or for additional rounds of forced conversion.

Within 30 business days from the application deadline for forced conversion.

Forced conversion takes place solely at the initiative of the GDR holder (or a person on whose behalf the GDR holder acts). If no application is submitted, the GDRs will not be converted.

Forced conversion in itself will not have any tax implications for investors in the Russian Federation.

An investor will be able to sell the shares and carry out other transactions involving them, subject to any regulatory and legal restrictions applicable to that particular investor that are in force at the time the forced conversion is completed and the shares are credited to the investor’s account.

The Dividend policy of Etalon Group IPJSC was approved on August 11, 2025, and posted on the website: https://www.etalongroup.com/upload/iblock/54e/5lstuxgeizcd2ehhgvtwktl8t0tzbe9l/2025_08_11-Dividendnaya-politika.pdf 

According to its dividend policy, the Company distributes at least 40% of its IFRS adjusted net profit as dividends.

Each shareholder is urged to consider his or her own tax consequences and to consult with appropriate tax professionals.

You can find everything you would like to know about upcoming financial, operational and other corporate disclosures in our Investor Calendar, which includes the dates of key events for investors, such as our presentations at conferences and online events.

Our main strategic priorities are outlined here.

Etalon Group is a full-cycle developer. We oversee projects at every stage of development, from land acquisition, design, construction and sales to property management.

We have operations in 12 regions across Russia.

Business management and strategic decision-making are carried out at the corporate centre. Project management is carried out by the Group’s regional divisions, which are responsible for the Company’s financial and operational performance within their respective regions.

The construction and maintenance division includes in-house general contractors and subcontractors that execute a range of projects, including outsourced projects; manufacturing enterprises (including facilities for prefab production); property management companies; and companies engaged in R&D.

We recommend that you review our detailed presentation for investors, where you will find important insights into our operations, performance and outlook. For more in-depth information, we recommend that you to visit our Annual Reports page.

The most important indicators for assessing Etalon Group’s performance are the following:

• Revenue: how much the Company receives from sales; revenue is precisely what will enable you to determine the scale of the Company’s business
• Sales: the amount of real estate sold (in sqm) or the value of new contracts (in roubles)
• Cash collections: funds received in accordance with customer contracts during the reporting period
• EBITDA: earnings before interest, taxes, depreciation and amortisation will enable you to effectively evaluate companies in the same industry
• Profitability metrics: EBITDA margin, net profit margin, gross profit margin
• Debt position: reflected in the net debt / EBITDA ratio.

Etalon Group is committed to every key aspect of the ESG agenda, including environmental stewardship, social responsibility and corporate governance. The results of our ESG activities are presented in our Sustainability Report and in the section of our Annual Report.

If you have any additional questions, please contact our investor relations and sustainability team ir@etalongroup.com

We also have a blog on T-Pulse and Smart-Lab, where you can leave comments or questions that we will do our best to answer.