FC Rubin Kazan v. Union of European Football Associations (UEFA)

II. INTRODUCTION

3. The present appeal arbitration procedure concerns a dispute between the Club and UEFA related to UEFA’s Club Licensing and Financial Fair Play Regulations (the “UEFA CL&FFPR”). The Adjudicatory Chamber of the UEFA Club Financial Control Body (the “Adjudicatory Chamber”) sanctioned the Club for an alleged violation of a settlement agreement concluded between UEFA and the Club in 2014. The Club is challenging the Adjudicatory Chamber’s decision to ban the Club from participating in the next UEFA club competition for which it would otherwise qualify in the next two sporting seasons (i.e. 2019/2020 and 2020/2021).

VI. JURISDICTION

62. The jurisdiction of CAS, which is not disputed, derives from Article 34 UEFA CFCB Procedural Rules, which provides as follows:

“1. A party directly affected has the right to appeal a final decision of the CFCB.

2. Final decisions of the CFCB may only be appealed before the Court of Arbitration for Sport (CAS) in accordance with the relevant provisions of the UEFA Statutes”.

63. Article 62(1) UEFA Statutes (2017 edition) provides that “[a]ny decision taken by a UEFA organ may be disputed exclusively before the CAS in its capacity as an appeals arbitration body, to the exclusion of any ordinary court or any other court of arbitration”, which complies with the criteria set in Article

64. The jurisdiction of CAS is further confirmed by the Order of Procedure duly signed by the parties.

65. It follows that CAS has jurisdiction to adjudicate and decide on the present dispute.

VII. ADMISSIBILITY

66. The appeal was filed within the deadline of ten days set by Article 62(3) UEFA Statutes. The appeal complied with all other requirements of Article R48 CAS Code, including the payment of the CAS Court Office fee.

67. It follows that the appeal is admissible.

VIII. APPLICABLE LAW

68. The Club submits that the Panel should apply the UEFA Statutes, rules and regulations, in particular the UEFA CL&FFPR and the UEFA CL&FFP Procedural Rules primarily, and Swiss law subsidiarily. As to the applicable version of the above-mentioned regulations, and in accordance with the general principle of tempus regit actum, the Club submits that the 2012 edition of the UEFA CL&FFPR is applicable as to the substance of the contractual dispute as this was the version in force when the parties signed the Settlement Agreement, whilst the 2015 edition of the UEFA CL&FFP Procedural Rules shall govern the procedural aspects of this case.

69. UEFA submits that this dispute shall be adjudicated, primarily, based on the applicable UEFA regulations, and subsidiarily, on the basis of Swiss law. The present case concerns the disciplinary consequences of the Club’s breach of the Settlement Agreement and is therefore not a contractual dispute. Accordingly, the only applicable set of regulations can be those regulations, which were in force at the time of the relevant regulatory breach. Since the first breach (the Club’s failure to reach a balanced break-even result in the reporting period ending in 2016) occurred on 31 December 2016, the 2015 edition of the UEFA CL&FFPR was in force. The dispute shall therefore be adjudicated on the basis of the 2015 edition, as the Adjudicatory Chamber rightfully did. UEFA also submits that the Club previously welcomed the application of the 2015 UEFA CL&FFPR. When asked to comment on a draft of the Deloitte Report, the Club did not raise any issue as to the relevant edition. The Club also greatly benefitted from the application of the mitigating factor “Operating in a structurally inefficient market” as provided for in Annex XI(g) UEFA CL&FFPR. This mitigating factor was however only introduced in the 2015 edition of the UEFA CL&FFPR and was not contained in the 2012 edition. UEFA also argues that all clubs must be bound by the same rules, while the Club’s argument would lead to a situation where clubs would be subjected to different editions of the rules. Finally, the Club had to pay an advance of costs in the proceedings before CAS because the proceedings are not exclusively of a disciplinary nature, because in addition to any disciplinary aspects, the case deals with rather complex financial matters and with the consequences of the breach of the Settlement Agreement.

70. Article R58 of the CAS Code provides the following:

“The Panel shall decide the dispute according to the applicable regulations and, subsidiarily, to the rules of law chosen by the parties or, in the absence of such a choice, according to the law of the country in which the federation, association or sports-related body which has issued the challenged decision is domiciled or according to the rules of law that the Panel deems appropriate. In the latter case, the Panel shall give reasons for its decision”.

71. Article 64(1) UEFA Statutes provides the following:

“These Statutes shall be governed in all respects by Swiss law”.

72. The Panel agrees with the parties that the various regulations of UEFA are primarily applicable to the dispute, in particular the UEFA CL&FFPR and the UEFA CL&FFP Procedural Rules.

73. The Panel also accepts the subsidiary application of Swiss law should the need arise to fill a possible gap in the various regulations of UEFA.

74. As to the relevant editions of the UEFA CL&FFPR and the UEFA CL&FFP Procedural Rules, the Panel finds that the Settlement Agreement as such is governed by the 2012 edition of the UEFA CL&FFPR. However, the Panel finds that it is to be inferred from the reference in Clause 1.2 of the Settlement Agreement (“[t]he objective of this Agreement is to achieve that Rubin is Break-even compliant in the meaning of the UEFA CLFFPR at the latest in the monitoring period 2017/18 […]”) that the Club would have to comply with future versions of the UEFA CL&FFPR.

75. As argued by UEFA, it would be unacceptable if the 2012 edition of the UEFA CL&FFPR would be applied on the Club, whereas other clubs, not falling under any settlement regime would have to comply with the 2015 edition of the UEFA CL&FFPR. The reference in the Settlement Agreement to break-even requirements is understood to be a dynamic reference to future editions of the UEFA CL&FFPR. In this respect, the Panel considered compelling the argument raised by counsel for UEFA during the hearing by way of analogy that, when for instance an employment contract provides for termination in case of an anti-doping rule violation by the athlete there can be little doubt that this would include termination if the athlete is being found in the future guilty of using prohibited substances that were not yet prohibited at the time of conclusion of the employment contract, but that were only added to the prohibited list afterwards.

76. In any event, if the 2012 edition of the UEFA CL&FFPR would be deemed applicable as a whole, the Panel observes that the Club would certainly have violated the terms of the Settlement Agreement, for the mitigating factor “Operating in a structurally inefficient market” as provided for in Annex XI(g) UEFA CL&FFPR was only introduced in the 2015 edition of the UEFA CL&FFPR and was not contained in the 2012 edition. This mitigating factor improved the Club’s break-even result over the financial years 2015, 2016 and 2017 with approximately EUR 52,000,000 in total, as set out in para. 33 above.

77. In contrast, if Annex X(F)(3)(b) of the 2015 UEFA CL&FFPR were to be dissaplied, the Club’s break-even deficit would, at best, be improved with approximately EUR 40,000,000 (i.e. EUR 23,057,000 and EUR 17,526,000 over the financial years 2016 and 2017, as set out in para. 32 above.

78. The Panel therefore finds that, on the basis of the application of the principle of lex mitior, the most favourable set of rules is to be applied to the Club. The principle of lex mitior does not permit one to pick and choose between the most favourable individual provisions from different sets of rules; such would indeed offend against the principle of legality; the Club accordingly cannot blow hot and cold. Rather, the most favourable set of rules is to be applied as a whole. In the matter at hand, the Panel finds the application of the 2015 edition of the UEFA CL&FFPR more favourable to the Club than the application of the 2012 edition of the UEFA CL&FFPR, for the reason set out in the two paragraphs above.

79. This has as concrete consequences that i) the Club can benefit from the application of the mitigating factor “Operating in a structurally inefficient market” as provided for in Annex XI(g) of the 2015 edition of the UEFA CL&FFPR; and ii) Annex X(F)(3)(b) of the 2015 UEFA CL&FFPR is also applicable to the Club.

80. Consequently, the Panel finds that the 2015 edition of the UEFA CL&FFPR is applicable to the substance of the present dispute and that the procedural aspects are governed by the 2015 edition of UEFA CL&FFP Procedural Rules.

IX. MERITS — A. The Main Issues

81. The main issues to be resolved by the Panel are:

i. Does Clause 1.2 of the Settlement Agreement impose obligations on the Club? ii. Does the reporting period ending in 2017 fall outside the scope of the Settlement Agreement? iii. Does the application of Clause 1.2 of the Settlement Agreement consume the application of Clause 3.2? iv. Are NKO Fund and Tatenergo to be considered as related parties to the Club in the context of Annex X(F)(3)(b) of the 2015 UEFA CL&FFPR? v. Did the Club violate Clause 3.2 of the Settlement Agreement? vi. Did the Club violate Clause 1.2 of the Settlement Agreement? vii. Is the sanction imposed on the Club by the Adjudicatory Chamber disproportionate?

i. Does Clause 1.2 of the Settlement Agreement impose obligations on the Club?

82. The Club submits that Clause 1.2 of the Settlement Agreement does not provide for an obligation of the Club, but that the Club’s duties under the Settlement Agreement are stipulated in Clause 3 only.

83. UEFA argues that the Club’s position is objectively incorrect, as Clause 1.2 of the Settlement Agreement uses the word “must” and thereby creates a binding obligation on the Club.

84. Clause 1.2 of the Settlement Agreement provides as follows:

“The objective of this Agreement is to achieve that Rubin is Break-even compliant in the meaning of the UEFA CLFFPR at the latest in the monitoring period 2017/18; i.e. the aggregate Break-even result for the reporting periods 2015, 2016 and 2017 must be a surplus or a deficit within the acceptable deviation in accordance with Art. 63 UEFA CLFFPR” (emphasis added by the Panel).

85. The Panel disagrees with the interpretation suggested by the Club. The Panel does not deem it necessary to enter into any interpretation of Clause 1.2 of the Settlement Agreement on the basis of Article 18 SCO as requested by the Club, because the Panel finds the wording of the clause clear and unequivocal. It is well established that the word “must” is a word of obligation.

86. Indeed, the clarification at the end of the clause under scrutiny leaves little doubt about the nature of the obligation imposed on the Club. The aggregate break-even result for the reporting periods 2015, 2016 and 2017 i) must be a surplus; or ii) must be a deficit within the acceptable deviation. Accordingly, the Panel finds that a failure of the Club to comply with either of these obligations would lead to a violation of the terms of the Settlement Agreement.

87. As set out in Clauses 8.1 and 8.2 of the Settlement Agreement, “[i]n case Rubin fails to comply with any of the terms of this Agreement, the UEFA CFCB Chief Investigator shall refer the case to the Adjudicatory Chamber […]” and that “[t]he Adjudicatory Chamber may take any of the decisions and measures indicated in Art. 27 of the Procedural Rules, including imposing a disciplinary measure as foreseen in Art. 29 of the Procedural Rules”.

88. Consequently, the Panel finds that Clause 1.2 of the Settlement Agreement imposes obligations on the Club and that the failure to comply therewith may subject the Club to the imposition of disciplinary sanctions.

ii. Does the reporting period ending in 2017 fall outside the scope of the Settlement Agreement?

89. The Club submits that, based on the wording of Clause 1.1 of the Settlement Agreement, the reporting period ending in 2017 clearly falls outside the scope of the Settlement Regime, because the Settlement Regime ended in May 2017 after the end of the 2016/2017 sporting season. The Club maintains that this is supported by the fact that no milestone is set for the reporting period ending in 2017.

90. UEFA argues, with reference to Clauses 7.3 and 9.2 of the Settlement Agreement, that the Club could leave the Settlement Regime if it would have complied with Clause 1.2 thereof. The Club, however, exited the Settlement Regime, because it breached the Settlement Agreement, requiring UEFA to initiate disciplinary proceedings. In that latter case, the term of the Settlement Regime is extended until the disciplinary proceedings have terminated.

91. Clauses 1.1 and 1.2 of the Settlement Agreement provides as follows:

“This Agreement sets out the specific rules applicable to Rubin for the duration of the period covered by this Agreement (the “Settlement Regime”). The Settlement Regime shall cover the three sporting seasons 2014/15, 2015/16 and 2016/17 and the reporting periods ending in 2015 and 2016, respectively”.

The objective of this Agreement is to achieve that Rubin is Break-even compliant in the meaning of the UEFA CLFFPR at the latest in the monitoring period 2017/18; i.e. the aggregate Break-even result for the reporting periods 2015, 2016 and 2017 must be a surplus or a deficit within the acceptable deviation in accordance with Art. 63 UEFA CLFFPR”.

92. The Panel notes that Clauses 1.1 and 1.2 of the Settlement Agreement are not entirely consistent. Whereas the former appears to indicate that the reporting period ending in 2017 does not form part of the Settlement Regime, the latter appears rather to indicate that it forms part of the obligations under the Settlement Agreement.

93. The Panel finds, however, that, regardless of whether the Settlement Regime had ended or not, the reporting period ending in 2017 forms part of the Settlement Agreement on the basis of the wording of Clause 1.2 of the Settlement Agreement. The latter clause clearly refers to the “aggregate Break-even result for the reporting periods 2015, 2016 and 2017”. As a consequence of which the reporting period ending in 2017 is relevant for determining whether the Club acted in compliance with the objective of the Settlement Agreement, as set out in Clause 1.2.

94. Furthermore, the Panel notes that Clauses 7.3 and 9.2 of the Settlement Agreement clarify when the Club exits the Settlement Regime and when the Settlement Agreement expires. They provide:

“[…] [I]f Rubin fulfils the objective of this Agreement during the Settlement Regime, i.e. if Rubin reaches a Break-even result, in full compliance with the applicable UEFA rules, Rubin shall exit the Settlement Regime […]”.

“This Agreement shall expire at the end of the Settlement Regime, unless Rubin has reached full compliance with the Break-even Requirements at an earlier stage (as per Art. 7.3) or UEFA had to initiate new measures because of a breach by Rubin of this Agreement (as per Art. 8)”.

95. The Panel notes that a break-even result in the sense of the UEFA CL&FFPR always comprises three reporting periods. Clause 7.3 of the Settlement Agreement apparently indicates that if the Club, at any point in time during the Settlement Regime, could establish that it had at least a break-even result earlier (for instance covering the reporting periods ending in 2014, 2015 and 2016), then the Club would exit the Settlement Regime immediately.

96. The Club, however, at no stage complied with such requirement entitling it to exit the Settlement Regime before its natural expiration.

97. Insofar the Club contends that UEFA could not initiate legal proceedings against it on the basis of the Settlement Agreement, because the Settlement Regime had already expired in May

2017 (at the end of the 2016/2017 sporting season), the Panel rejects that contention. Even if the Club’s argument that the reporting period ending in 2017 would not form part of the Settlement Regime were accepted, UEFA never approved the Club’s reported break-even results for the reporting period ending in 2016. The Settlement Regime ultimately did not expire, because UEFA initiated disciplinary proceedings against the Club, inter alia, on the basis of a violation of the criteria set for the reporting period ending in 2016, which period undisputedly forms part of the Settlement Regime.

98. Furthermore, as to the Club’s observation that its argument in this respect is corroborated by the fact that Clause 3 of the Settlement Agreement does not contain a milestone for the reporting period ending in 2017, the Panel finds that the absence of such milestone can easily be explained in that the structure of the Settlement Agreement is such that the overall target is set out in Clause 1.2 of the Settlement Agreement, whereas the intermediate targets, or milestones, are set out in Clauses 3.1 and 3.2. The Panel finds that an additional milestone solely covering the reporting period ending in 2017 would be redundant, because the Club’s compliance with such milestone would have to be assessed at the same time as the ultimate goal, i.e. the Club’s compliance with the aggregate break-even result for the reporting periods ending in 2015, 2016 and 2017.

99. The Settlement Regime was only exited due to the commencement of legal proceedings against the Club by UEFA, leading to the Appealed Decision.

100. Consequently, the Panel finds that the reporting period ending in 2017 does not fall outside the scope of the Settlement Agreement, but that the break-even result for the reporting period ending in 2017 is relevant for determining the aggregate break-even result over the reporting periods ending in 2015, 2016 and 2017, in accordance with Clause 1.2 of the Settlement Agreement.

iii. Does the application of Clause 1.2 of the Settlement Agreement consume the application of Clause 3.2?

101. The Club submits that punishing the Club for a violation of Clauses 1.2 and 3.2 of the Settlement Agreement would lead to overpunishment, as happened in the Appealed Decision. UEFA found the Club guilty of violating the aggregate break-even targets for the reporting periods ending in 2015, 2016 and 2017 on the basis of Clause 1.2, whereas UEFA also found the Club guilty of violating the break-even target for the reporting period ending in 2016 alone. The Club argues that the application of Clause 1.2 consumes the application of Clause 3.2 of the Settlement Agreement.

102. UEFA argues that the obligations set out in Clauses 1.2 and 3 respectively, are individually binding, and that they can either be breached separately or jointly. Hypothetically, the Club could breach Clause 1.2, but comply with Clauses 3.1 and 3.2. The Club could however also comply with Clause 1.2, but breach Clauses 3.1 and 3.2. UEFA submits that it is therefore logically wrong to assume that a breach of Clauses 3.1 or 3.2 would “consume” a breach of Clause 1.2, or vice versa.

103. The Panel considers it undeniable that a certain overlap exists between Clauses 1.2 and 3.2 of the Settlement Agreement. However, Clause 1.2 does not consume the application of Clause 3.2.

104. Indeed, as set out supra, the Panel finds that the overall goal of the Settlement Agreement and the main obligation imposed on the Club by means of the Settlement Agreement is set out in Clause 1.2, whereas Clause 3.1 and 3.2 are only milestones to guide the Club towards compliance with the overarching obligation set out in Clause 1.2.

105. A violation of Clause 3.2 does also not necessarily lead to a violation of Clause 1.2. Indeed, theoretically, a possible deficit for the reporting period ending in 2016 could be repaired by a surplus in the reporting period ending in 2017, so that the aggregate break-even result over the reporting periods ending in 2015, 2016 and 2017 could still be a surplus.

106. It is however true that violation of one of the milestones set out in Clause 3.2 certainly constitutes a less severe violation of the Settlement Agreement than violation of the overarching obligation set out in Clause 1.2.

107. Consequently, the Panel finds that Clause 1.2 of the Settlement Agreement does not consume the application of Clause 3.2.

iv. Are NKO Fund and Tatenergo to be considered as related parties to the Club in the context of Annex X(F)(3)(b) of the 2015 UEFA CL&FFPR?

a) The positions of the parties

108. The core issue underlying the present dispute is that the Club finds that the donations received from NKO Fund and Tatenergo are not to be considered as donations from related parties, whereas UEFA submits that they are.

109. In concluding that NKO Fund and Tatenergo are to be considered as related parties to the Club, UEFA chiefly relies on the Deloitte Report. The main reasons for considering the entities as related parties are as follows, as summarised by UEFA:

“NKO Fund and Tatenergo were both fully controlled by an entity called Svyazinvestneftekhim (“SIN- X”);

SIN-X was solely owned by the Government of the Republic of Tatarstan;

The President of the Republic of Tatarstan (Mr. Rustam Minnikhanov) acted as Chariman of the SIN- X Board;

At the same time, Mr. Rustam Minnikhanov also acted as the Chairman of the Board of Trustees of the Club;

A number of additional members of both the Club’s Board of Trustees and Supervisory Body also served in government-related positions and/or entities significantly influenced by the Republic of Tatarstan”.

110. The Deloitte Report also analysed the type of decisions that were taken by the Board of Trustees of the Club, as summarised by UEFA:

“Review and adoption of the development strategy;

Evaluation of the implementation of the Club’s previous strategy or action plans;

Discussion of the Club’s compliance with CL&FFPR; and

Dismissal of the coach”.

111. UEFA submits that the Deloitte Report therefore concludes that, for the purposes of the UEFA CL&FFPR and the relevant definition of related parties, Mr Minnikhanov, in his capacity of Chairman of the Board of Trustees of the Club, had significant influence over the Club. By extension, the Republic of Tatarstan, through the Board of Trustees of the Club, had significant influence over the Club through Mr Minnikhanov serving as its President.

112. UEFA argues that the consequence of such finding is that the monies received as donations from NKO Fund and Tatenergo should not be included within relevant income for the purposes of the break-even calculation. For the reporting period ending in 2017, this results in an amount of EUR 19,655,000 being excluded from the break-even result. For the reporting period ending in 2016, this results in an amount of EUR 13,780,000 being excluded from the break-even result.

113. The Club submits that the decisive question to be addressed by the Panel is whether or not the donations from NKO Fund and Tatenergo should be excluded from the break-even calculation. Depending on this question, an amount of EUR 13,780,000 is to be included or excluded from the break even result over the reporting period ending in 2016.

114. The Club does not elaborate on the consequences for the reporting period ending in 2017 were its argument that such reporting period would fall outside the scope of the Settlement Agreement would be dismissed, but clarified during the hearing that it did not disagree with UEFA’s calculations.

115. The Panel therefore observes that it is not in dispute between the parties that if NKO Fund and Tatenergo are to be considered as related parties, an amount of EUR 19,655,000 would have to be excluded from the break-even result for the reporting period ending in 2017.

116. The Club submits that the notion of a “link” finds no basis in the UEFA CL&FFPR and that, in any event, the “link” between the Club and NKO Fund/Tatenergo is very distinct and blurred and does not amount to “control, joint control, or significant influence” over the Club.

b) The regulatory framework

117. In assessing whether NKO Fund and Tatenergo are to be considered as related parties to the Club, the Panel observes that UEFA relies on Annex X(F)(3)(b) of the 2015 edition of the UEFA CL&FFPR.

118. Annex X(F) 2015 CL&FFPR provides as follows:

“F. Related party, related party transactions and fair value of related party transactions

1. A related party is a person or entity that is related to the entity that is preparing its financial statements (the ‘reporting entity’). In considering each possible related party relationship, attention is directed to the substance of the relationship and not merely the legal form.

[…]

3. An entity is related to a reporting entity if any of the following conditions apply:

[…]

b) The entity and the reporting entity are controlled, jointly controlled, or significantly influenced by the same government;

[…]”.

119. The 2015 edition of the UEFA CL&FFPR defines the concept of “significant influence” as follows:

“Ability to influence but not control financial and operating policy decision-making. Significant influence may be gained by share ownership, statute or agreement. For the avoidance of doubt, a party or in aggregate parties with the same ultimate controlling party (excluding UEFA, a UEFA member association and an affiliated league) is deemed to have significant influence if it provides an amount equivalent to 30% or more of the licensee’s total revenue in a reporting period”.

120. The 2012 edition of the UEFA CL&FFPR defines the concept of “significant influence” as follows:

“Significant influence is the power to participate in the financial and operating policy decisions of an entity, but is not control over those policies. Significant influence may be gained by share ownership, statute or agreement”.

121. Annex X(F)(5) heading and under (a) 2012 UEFA CL&FFPR further provide the following:

“In considering each possible related party relationship, attention is directed to the substance of the relationship and not merely legal form. The following are not related parties:

a) Two entities simply because they have a director or other member of key management personnel in common or because a member of key management personnel of one entity has significant influence over the other entity”.

122. UEFA maintains that the changes between the 2012 and the 2015 editions of the UEFA CL&FFPR are merely cosmetic and that the concept of “related parties” did not materially change. This indeed is supported by the internal documents provided by UEFA in the present proceedings. However, the Panel finds that in case the 2015 edition is more favourable than the 2012 edition towards the Club’s position in respect of the “related parties” definition, than the 2015 edition should be applied, because it does not appear from the evidence on record that UEFA informed its members that the changes made to the 2012 edition were only cosmetic.

c) The relevance of Prof. Hari’s Expert Report

123. The Panel observes that Prof. Hari concluded as follows in his Expert Report:

“The alleged link between the Club from one side and Tatenergo and NKO Fund from another side because the two later [sic] are fully controlled by SIN-X, which in turn is controlled by the Republic of Tatarstan, in [sic] unproven.

To the opposite, the organization of the Club and the decision-making process is rather likely to demonstrate that the Club was controlled by persons at municipal level only, without any proven tangible link between the Club and any person at a Republic level (Mr. Rustam Minnikhavov). The chart of the [Deloitte Report] (Appendix 3, p. 18) should be updated accordingly.

The fact that, according to the [Deloitte Report], other persons members of the Club’s Supervisory Body – allegedly – also serve in government-related positions and/or entities – allegedly – significantly influenced by the Republic of Tatarstan (appendixes 2 and 3 are missing) appears to be inaccurate because the [Deloitte Report] mixes the various governmental levels, without apparently making a clear distinction of the municipal level, and the Republic level.

In sum, I am of the opinion that in view of the evidence and information received, it cannot be held that the Club from one side, and NKO and Tatenergo from another side, were in 2016 and 2017 related parties according to the [UEFA CL&FFPR], Editions 2012, 2015 and 2018”.

124. UEFA argues, as noted above, that, although drafted by an excellent and experienced scholar, the Expert Report is mistaken form the outset since it reiterates the Club’s wrong assumption that the relevant terms of the UEFA CL&FFPR would have to be interpreted under Swiss law.

125. The Panel notes that Prof. Hari indeed interpreted certain relevant terms on the basis of Swiss law and international accounting standards, but finds that this is no reason of itself to ignore the content of the Expert Report as such; also because Prof. Hari explained during the hearing that there is no material difference.

126. The Panel however finds that the relevance of the Expert Report is nonetheless limited, since Prof. Hari chiefly examines the evidence on file and concludes that there is not sufficient evidence to conclude that NKO Fund and Tatenergo are related parties to the Club. The Panel however observes that the Expert Report mainly focusses on the concepts of “control” and “close person”, as opposed to the concept of “significant influence”, which is of particular importance in the matter at hand.

127. Prof. Hari concludes in his preliminary findings that in his view, “what is actually of importance in the above-mentioned concept of group and closeness is the following: the entity, or individual, which controls another entity, is in a position to take decisions, thus impacting, or being in a position to impact, the whole financial strategy of the concerned entity”.

128. This analysis is in partial contradiction to the definition of “significant influence” as set out in the 2015 edition of the UEFA CL&FFPR, because it is clarified there that “significant influence” “is the power to participate in the financial and operating policy decisions of an entity, but is not control over those policies”. It is not about being in a position to take decision, but about the power to participate in the decision-making process.

129. As will be discussed in more detail infra, the Panel finds that there is sufficient evidence on file to conclude that the Board of Trustees indeed had the authority to take decisions and that the Republic of Tatarstan had significant influence in the Board of Trustees.

130. Prof. Hari refers to a range of decisions taken by the Supervisory Board of the Club and the Executive Committee of the Municipality of Kazan, which he considers to be important decisions and indicative of the fact that such decisions were thus not taken by the Board of Trustees. Prof. Hari also states that “[i]t is worth mentioning that I cannot assess that such batch encompasses all decision made during the period at stake”. Although the Panel does not disagree that the Supervisory Board and the Executive Committee of the Municipality of Kazan indeed issued certain important decisions, this does not ipso facto mean that the Board of Trustees did not take any important decisions.

131. Insofar Prof. Hari disagrees with the approach followed in the Deloitte Report regarding the assumption that public officials are presumed to maintain a significant level of influence and that, on the basis thereof it assumes that NKO Fund and Tatenergo are related to the Club, the Panel does not deem it necessary to address such arguments because it finds that there is direct evidence of the significant influence exercised by the Board of Trustees on the Club, as will be set out in more detail below.

132. Finally, the Panel notes that Prof. Hari primarily based his Expert Report on the 2012 edition of the UEFA CL&FFPR, whereas the regulations primarily applicable in respect of the definition of related parties is the 2015 edition of the UEFA CL&FFPR.

d) The influence of the Republic of Tatarstan on the Club

133. The Panel observes that the positions held by Mr Minnikhanov are not disputed. He is i) President of the Republic of Tatarstan; ii) Chairman of SIN-X (a company solely owned by

the Republic of Tatarstan, which in turn owns 100% of the shares of NKO Fund and Tatenergo); and iii) Chairman of the Board of Trustees of the Club.

134. It is not in dispute between the parties that the Republic of Tatarstan had at least a significant influence in NKO Fund and Tatenergo, through the mother company SIN-X. The remaining question is therefore whether the Republic of Tatarstan also had at least a significant influence in the Club. If this question is answered affirmatively, the Panel finds that NKO Fund and Tatenergo are to be considered related parties.

135. Following a detailed analysis of the regulatory framework and the positions of both parties, the Panel finds that in order to qualify an entity as related in accordance with the UEFA CL&FFPR, regardless of whether the 2012 or 2015 edition is applied, requires some sort of direct influence. The most clear example of such direct influence is the competence of taking decisions, be it in a personal capacity or in the framework of a committee. If it is by means of a committee, the individual member or members must have a certain influence on the decision-making process. It is only natural to conclude that a single person has a larger influence in a committee comprised of five members, than in a committee comprised of fifteen members.

1) The influence of the Board of Trustees on the Club

136. The quintessential issue to be addressed by the Panel concerns the influence of the Board of Trustees on the Club. Whereas UEFA maintains that the Board of Trustees plays an important role and takes important decisions for the Club, the Club maintains that it does not, and formally does not even exist according to the Statutes of the Club.

137. Insofar the Club contends that the Board of Trustees does not exist, the Panel finds that such argument must be dismissed. Indeed, the Club itself admitted the existence in its letter to UEFA dated 6 June 2018:

“[…] FC Rubin board of trustees has only representative capacities and such body is a not a managerial body and cannot make any decisions to influence the club’s operation. […]”.

138. The Panel also sees no reason to exclude the Deloitte Report from the file, as was requested by the Club on the basis that UEFA did not call any representative from Deloitte to be crossexamined. First of all, the Deloitte Report is documentary evidence, not a witness statement. Second, the Club did not request someone from Deloitte to be present for cross-examination as it could have done. Third, at no stage before the hearing did the Club object to the admissibility of the Deloitte Report. Under such circumstances, the Panel finds that the Deloitte Report cannot simply be disregarded. The content of the Deloitte Report was, however, closely scrutinised by the Panel and the content thereof is not accepted as comprising incontestable facts. The Panel made its own assessment of the evidence on record.

139. Turning to the evidence on record, the Panel observes that there is a letter on file from NKO Fund to the Club dated 13 May 2016, providing as follows:

“The non-commercial organisation “Fund for the development of the physical culture and sport” takes an active participation in the development of the professional sport in the Republic of Tatarstan.

Hereby, I confirm that NKO Fund is planning to develop its cooperation in the season 2016/17 based on the preliminary agreed donation contracts in line with the decision of the Board of Trustees of the club.

We also inform you that NKO Fund is the main donator of the Municipal autonomous institution “Football Club “Rubin””.

140. The Panel finds that it can be concluded from this letter that NKO Fund agreed to donate a certain amount of money to the Club, based on a contract concluded between NKO Fund and the Club. The Panel finds that this letter shows that the role of the Board of Trustees within the organisation of the Club did not remain limited to “performing more status-representative functions and having no control or significant influence whatsoever on the decision-making process in the Appellant”, as contended by the Club. To the contrary, the Panel finds that it transpires from this letter that the Board of Trustees apparently had the authority to take decisions and determine the Club’s policy going forward on the basis of which contracts like the one referred to in this letter could be concluded. The Panel also finds that this letter shows that the Board of Directors had authority to take decisions not only in 2017, but already in 2016.

141. The authority of the Board of Directors to take decisions affecting the Club is further corroborated by the media communication published on the Club’s website on 22 February 2017, providing as follows in a translation provided by UEFA:

“Decision of the FC Rubin’s Board of Trustees

Senior management of FC Rubin had a clear position on necessity to have a sports director for the club from the first day of work of the new management team. Sports director is essential for systematic development of the club, its football pyramid and youth football, he or she will care about players’ lists for all teams of the club.

It was decided in the result of long search that it is impossible to find a better candidature for the post of FC Rubin’s sports director than Ilgiz Fahriev, who had gone through from a player to the general manager of the club.

Thus, FC Rubin’s Board of Trustees assigned Ilgiz Fahriev as the chairperson of the Supervisory Board of FC Rubin and the sports director of the club. Post of the FC Rubin’s general manager will go to Rustam Sayakhov, who was previously the club’s financial director.

Rearrangement in the club’s management is pointed to the further increasing of effectiveness and achieving maximum results.

[…]”.

142. The Club provided the following translation:

“Decision of the FC “Rubin” Board of Trustees

From the first day of the FC “Rubin” new managers’ work, the directors of the club had a clear position on the fact that for the orderly development “Rubin” needed a sporting director who would be in charge of recruiting to all the teams of the system, development of the football pyramid of the club and junior football.

After a long search a decision was made that there was no better candidate for the post of sporting director of FC “Rubin” than Ilgiz Fahriev, who has gone all the way from a “Rubin” player to the Director General.

Hence, by a decision of the FC “Rubin” Board of Trustees Ilgiz Fahriev is appointed a sporting director of the club. The position of the “Rubin” Director General will be held by Rustam Sayakhov who has earlier held the post of the financial director of the club.

Changes in the management of the club are directed at the further improvement of the work efficiency of “Rubin” and achievements of the highest results”.

143. The Panel finds that, regardless of the translation chosen, this document shows that the Board of Trustees was not only an important organ in determining the policy of the Club, but that it was indeed competent to take important decisions such as the appointment of the Club’s Sporting Director.

144. Prof. Hari further comments as follows in respect of this media release:

“One can seriously question the accuracy of the website regarding news dated [2]2/02/2017 given the fact that at least two of the three appointments have been decided by the executive committee of the municipality of Kazan City”.

I noticed that Mr. Fahriev had been previously appointed as General Director according to the decision dated 4 September 2015 issued by the executive committee of the municipality of Kazan. […]”.

145. The Panel accepts Prof. Hari’s position in respect of the position of Mr Sayakhov, who was apparently indeed appointed as Director General by the Executive Committee of the Municipality of Kazan City.

146. However, this does not explain which body appointed Mr Fahriev as Sporting Director if it was not the Board of Trustees. Prof. Hari refers to a decision of the Supervisory Board dated 4 September 2015, but such decision shows that Mr Fahriev was appointed as Director General, not as Sporting Director, and the time which elapsed between the two decisions (nearly one and a half year) shows that the appointments were distinct. The Panel is therefore satisfied to accept that the Board of Trustees appointed Mr Fahriev as Sporting Director in February 2017.

147. Finally, the translation provided by UEFA shows that Mr Fahriev was also appointed as Chairperson of the Supervisory Board by the Board of Trustees. The translation provided by the Club however does not refer to such appointment. The Panel finds that this can be left undecided as it has already concluded that, based on the evidence available to it, the Board of Trustees appointed Mr Fahriev as Sporting Director.

148. The Panel however agrees with the Club that the media release published on the Club’s website on 31 May 2017 does not prove that “the Board of Trustees approved a new business model for the Club” as the headline suggests. Indeed, as argued by the Club, the content of this media release does not indicate that any actual decisions were taken by the Board of Trustees.

149. The Panel also agrees with the Club that media releases cannot simply be accepted as conclusive evidence. However, the Panel finds that these media releases, published by the Club itself on its website, allow a prima facie presumption that such information is correct. The Club is however of course perfectly entitled to prove that the information provided in such media releases is not correct. The burden to establish that NKO Fund and Tatenergo are related parties clearly lies with UEFA and the Panel finds that UEFA satisfied this burden, inter alia, by presenting these media releases. The burden of proof subsequently shifts to the Club to prove that such media releases are incorrect. The Panel however finds that the Club did not satisfy its burden of proof in this respect, as a consequence of which the conclusion remains that UEFA provided sufficient evidence on the relatedness of NKO Fund and Tatenergo.

150. In addition to this, the Panel finds that this conclusion is fortified by the fact that the Board of Trustees consists of five members. The influence of the Republic of Tatarstan is however not only exercised by means of the fact that the chairman of the Board of Trustees is also the President of the Republic of Tatarstan, which in itself already represents a large influence, but there are other connections between the Club and the Republic of Tatarstan that make their relationship intrinsically close.

151. Mr I. Fardiev, General Director of Tatenergo, a company owned by SIN-X, and in turn by the Republic of Tatarstan, is one of the five members of the Board of Trustees of the Club.

152. Mr A. Shigabutdinov, General Director of TAIF, a company significantly influenced by the Republic of Tatarstan and main sponsor of the Club, is one of the five members of the Board of Trustees of the Club.

153. Accordingly, three out of five members of the Board of Trustees have a position with the Republic of Tatarstan or with companies fully controlled by the Republic of Tatarstan. The Panel finds that this comprises a significant influence of the Republic of Tatarstan in the decision-making process of the Board of Trustees.

154. Overall, the Panel finds that UEFA succeeded in establishing that the Board of Trustees was indeed an important body within the organisation of the Club with direct decision-making authority. The Panel finds that, taking these elements together, it can be concluded that the Club, NKO Fund and Taternago are all significantly influenced by the Republic of Tatarstan, which makes them related parties to the Club.

2) The prior qualification of NKO Fund as a related party

155. Not much attention was given to this issue by the parties in argument, but it remained undisputed that a donation of approximately EUR 28,000,000 from NKO Fund in 2015 was

qualified by the Investigatory Chamber as a donation from a related party on 14 June 2016. The Club did not object to this qualification and the break-even calculation for the reporting period ending in 2015 was adjusted accordingly (see para. 9 supra).

156. The Panel notes that the Club underwent some structural changes, but the Panel was utterly unpersuaded how and why this explains that the Club accepted that donations from NKO Fund were to be considered as donations from a related party in the reporting period ending in 2015, but now contends that donations received from the same entity in 2016 and 2017 are no longer to be qualified as donations from a related party.

157. UEFA submits that the Club had explained to it that this difference was based on “a change in Appellant’s structure which had occurred in late 2015” (although no evidence was submitted by UEFA from which such statement of the Club derives). By letter dated 14 June 2016, UEFA informed the Club that the Investigatory Chamber “decided that the donations from the main donor, i.e. [NKO Fund], for a total amount of € 27,596k must be reported under “Contributions/Donations from related parties”. Indeed, the change intervened in the club structure in late 2015 did not significantly modify its relation with the Funds compared to previous years”.

158. Be it as it may, the Panel notes that there is no evidence on file suggesting that the structural changes made to the Club in late 2015 should lead to the conclusion that NKO Fund is no longer a related party as from 2016.

159. An important structural change may have been implemented on 1 March 2018 when “the football activities were transferred from MAI Rubin to the new legal entity, “Football Club Rubin Kazan Limited Liability Company”. The FUR informed the UEFA Administration on 26 April 2018 that the football activities of the Club were transferred from the legal entity MAI Rubin to a new legal entity, i.e. FC Rubin Kazan LLC. The change of membership with the FUR was apparently approved by the FUR Executive Committee on 16 March 2018.

160. The Panel understands that a change from a “Municipal Autonomous Institution” (i.e. MAI Rubin) to a Limited Liability Company, could eliminate – at least formally – the direct links of the Club with the Republic of Tatarstan or public authorities in general. The fact that the Club used to be a combined private/public entity is supported by a statement dated 31 May 2017 from Mr Ilsur Metshin, then President of the Club, published on the website of the Club:

““In order to ensure the compliance with the rules of the UEFA financial fair-play we have engaged a famous audit company PriceWaterhouseCooper. One of the most difficult strategic goals set before the club was to find a way of transition from a private-public model to a fully private one, that would provide a single center of decision-making”, - Ilsur Metshin noted”.

161. Consequently, because of the transition from a private-public entity to a private entity, arguably, donations received from government-owned companies were to be qualified as related party donations before the structural change, but not anymore after the structural change. That structural change, however, only occurred in March 2018, so this structural change should not have any retrospective impact on the qualification of NKO Fund and

Tatenergo before this date and therefore should not impact on the reporting periods ending in 2016 and 2017.

162. In view of the above, the Panel finds that an inference can be drawn that because the Club did not object to qualifying NKO Fund as related parties during the reporting period ending in 2015, and in the absence of any proof to the contrary, this entiy is still to be considered as a related party during the reporting periods ending in 2016 and 2017. Since there is no material difference between NKO Fund and Tatenergo in the sense that both are ultimately fully controlled by the Republic of Tatarstan, the Panel finds that also Tatenergo is to be qualified as a related party.

3) Conclusion

163. On the basis of the arguments set out above, the Panel finds that NKO Fund and Tatenergo are indeed to be considered as related parties to the Club, with the consequence that the donations received from these entities are to be excluded from the break-even results for the reporting periods ending in 2016 and 2017.

v. Did the Club violate Clause 3.2 of the Settlement Agreement?

164. The consequence of the above finding is that an amount of EUR 13,780,000 is to be deducted from break-even result for the reporting period ending in 2016. Given that the deductions made on the basis of the Deloitte Report are to be accepted in their entirety, the reporting period ending in 2016 shows a deficit of EUR 19,113,000 (see para. 33 supra).

165. Clause 3.2 of the Settlement Agreement provides as follows:

“Break-even result 2016: Rubin undertakes to reach a minimum Break-even result of EUR 0 million for the reporting period ending in 2016”.

166. The Club submits in this respect that this deficit is not in excess of the acceptable deviation of EUR 30,000,000.

167. The Panel finds that the Club’s argument in this respect must be dismissed. The “acceptable deviation” is only applied over an aggregate break-even covering a reporting period of three years.

168. This is corroborated by the fact that Clause 3.2 of the Settlement Agreement, contrary to Clause 1.2, does not refer to an “acceptable deviation”.

169. Finally, the Panel finds that the Club’s argument that the Club cannot be sanctioned for a violation of Clause 3.2 of the Settlement Agreement because the Appealed Decision did not establish that such violation was committed, must be dismissed. The Panel notes that the ultimate conclusion in the Appealed Decision does not specifically refer to either Clause 1.2 or Clause 3.2 of the Settlement Agreement, but it is clear from the Referral Decision that the Club was accused of having violated Clause 3.2. Also, as determined in the Appealed Decision

“[i]n its Observations, the Club did not dispute that on the basis of the break-even information submitted by the Club under Article 62 of the CL&FFP Regulations in respect of the monitoring period ending in 2015, it was in breach of Clauses 1.2 and 3.2 of the Settlement Agreement”.

170. Importantly, the Adjudicatory Chamber concludes the following in the Appealed Decision:

“Having examined the evidence, in particular the findings of the CFCB Chief Investigator, the Observations and the arguments presented by the Club, the CFCB Adjudicatory Chamber determines that the Club has failed to comply with the terms of the Settlement Agreement since it had an aggregate break-even deficit which exceeded the relevant acceptable deviation by forty-five million, nine hundred and fifty-three thousand Euros (€45,953,000) for the reporting periods ending in 2015, 2016 and 2017”.

171. Since the Adjudicatory Chamber reached the conclusion that the Club had an aggregate deficit of EUR 45,993,000 over the reporting periods ending in 2015, 2016 and 2017, the Panel finds that this implies that the Club must necessarily have violated Clause 3.2 of the Settlement Agreement, because the total aggregate deficit of EUR 45,993,000 is comprised of deficits of EUR 39,972,000 related to the reporting period ending in 2017, EUR 19,113,000 related to reporting period ending in 2016 and EUR 16,868,000 related to the reporting period ending in 2015 respectively, minus the acceptable deviation of EUR 30,000,000 (see para. 175 infra).

172. Consequently, the Panel finds that since the Club had a deficit of EUR 19,113,000 over the reporting period ending in 2016, the Club violated Clause 3.2 of the Settlement Agreement.

vi. Did the Club violate Clause 1.2 of the Settlement Agreement?

173. Having already determined the consequences of the conclusion that NKO Fund and Tatenergo are to be considered related parties to the Club for the reporting period ending in 2016, the Panel needs to determine the consequences of this conclusion for the reporting period ending in 2017, before the aggregate break-even result over the reporting periods ending in 2015, 2016 and 2017 can be determined.

174. It is not in dispute between the parties that in case NKO Fund and Tatenergo are to be considered related parties to the Club, an amount of EUR 19,655,000 is to be excluded from the break-even result for the reporting period ending in 2017. Given that the deductions made on the basis of the Deloitte Report are to be accepted in their entirety, the reporting period ending in 2017 shows a deficit of EUR 39,972,000 (see para. 33 supra).

175. In view of the above, the conclusions of the Investigatory Chamber in respect of the calculation of the aggregate break-even result for the reporting periods ending in 2015, 2016 and 2017 are to be accepted in full, which already takes into account the mitigating factor “operating in an inefficient market”:

T T-1 T-2 (Financial Year 2017) (Financial Year 2016) (Financial Year 2015) Aggregated breakeven result -/- EUR 39,972,000 -/- EUR 19,113,000 -/- EUR 16,868,000 considered by the Investigatory Chamber Aggregated breakeven result in -/- EUR 75,953,000 Acceptable EUR 30,000,000 deviation Break-even -/- EUR 45,953,000 breach

176. Clause 1.2 of the Settlement Agreement provides as follows:

“The objective of this Agreement is to achieve that Rubin is Break-even compliant in the meaning of the UEFA CLFFPR at the latest in the monitoring period 2017/18; i.e. the aggregate Break-even result for the reporting periods 2015, 2016 and 2017 must be a surplus or a deficit within the acceptable deviation in accordance with Art. 63 UEFA CLFFPR”.

177. Consequently, the Panel finds that, deducting an acceptable deviation of EUR 30,000,000, the Club had an aggregate deficit of EUR 45,953,000 over the reporting periods ending in 2015, 2016 and 2017. The Club therefore violated Clause 1.2 of the Settlement Agreement.

vii. Is the sanction imposed on the Club by the Adjudicatory Chamber disproportionate?

178. There is well-recognized CAS jurisprudence to the effect that whenever an association uses its discretion to impose a sanction, CAS will have regard to that association’s expertise but, if having done so, the CAS panel considers nonetheless that the sanction is disproportionate, it must, given its de novo powers of review, be free to say so and apply the appropriate sanction (CAS 2017/A/5003, para. 274, with further reference to CAS 2015/A/4338, para. 51).

179. The Club maintains that it cannot be sanctioned because it has not breached the Settlement Agreement. More specifically, the Club contends that i) the Settlement Regime does not encompass the reporting period ending in 2017; ii) the Settlement Agreement does not provide for any duty of the Club for the 2017 reporting period; and the self-contradiction between Clauses 1.1 and 1.2 of the Settlement Agreement which makes it impossible to accomplish the objective set out in Clause 1.2 within the limited time period of the Settlement Regime.

180. Such arguments have already been dismissed supra and therefore do not provide a basis for reduction of the sanctions imposed on the Club.

181. Also the argument of the Club that the violation of Clause 3.2 of the Settlement Agreement was lighter (a lower deficit) than established in the Appealed Decision must be dismissed, because the Panel finds that this is not the case.

182. The Club also contends that the exclusion from future competitions imposed on the Club is grossly disproportionate in comparison with the sanction imposed on Galatasaray in CAS

183. The Panel notes that Galatasaray exceeded the relevant acceptable deviation by EUR 134,200,000, whereas the Club exceeded the relevant acceptable deviation by only EUR 45,953,000. Although the breach of Galatasaray may have been more severe, the Panel finds that the Club also clearly violated the overall objective of the Settlement Agreement with a very considerable amount. The Panel does not consider this difference to be sufficient reason to distinguish between the sanctions imposed upon Galatasaray and upon the Club.

184. Also the Club’s contention that Galatasaray breached two elements of the settlement agreement, whereas the Club only breached one element must be dismissed, because the Panel finds that the Club also breached two elements of the Settlement Agreement.

185. Finally, as to the Club’s argument that the breach committed by Galatasaray was more serious because it breached the terms of the settlement agreement during its participation in UEFA competitions, the Panel finds that this may indeed make the violations of Galatasaray more severe than the violations of the Club, but does not consider it appropriate to reduce the sanctions imposed on the Club for this reason.

186. Insofar the Club submits that the Adjudicatory Chamber was “blatantly incorrect” in concluding that the Club had a break-even deficit for the reporting period ending in 2015, the Panel finds that such contention of the Club is wrong, as it is based on an incomplete citation of the conclusion of the Adjudicatory Chamber in the Appealed Decision. In fact, the Adjudicatory Chamber considered “the large scale of the Club’s aggregate break-even deficit for the reporting periods ending in 2015, 2016 and 2017” (emphasis added by the Panel). UEFA has never accused the Club of violating the terms of Clause 3.1 of the Settlement Agreement.

187. Ultimately, the Panel finds the pronunciation of an exclusion from participation in future competitions to be an appropriate sanction for violating the terms of a settlement agreement. Indeed, the Settlement Agreement was concluded as a consequence of the fact that the Club had already violated the UEFA CL&FFPR before and was therefore afforded a second chance by means of the Settlement Agreement. Considering the fact that the Club failed to comply with the terms of this second chance, the Panel finds that a serious sanction is warranted and that the exclusion from participation in a future edition of any of the UEFA club competitions is not disproportionate. The Panel does not consider it appropriate to suspend the exclusion from UEFA club competitions for a probationary period or to apply such possible exclusion only to the 2019/2020 sporting season.

188. On this basis, the Panel does not deem it appropriate to draw any comparisons with the arbitral award issued in respect of AC Milan in CAS 2018/A/5808, because no breach of a settlement agreement was at stake in such proceedings.

189. Consequently, notwithstanding its de novo power to review the proportionality of the sanction, the Panel finds it reasonable and fair to confirm the sanction imposed on the Club in the Appealed Decision, namely to impose on the Club an exclusion from participation in the next UEFA club competition for which it would otherwise qualify in the next two seasons (i.e. the 2019/2020 and 2020/2021 seasons).

B. Conclusion

190. Based on the foregoing, and after taking into due consideration all the evidence produced and all arguments made, the Panel finds that:

i. Clause 1.2 of the Settlement Agreement imposes obligations on the Club and the failure to comply therewith may subject the Club to the imposition of disciplinary sanctions. ii. The break-even result for the reporting period ending in 2017 is relevant for determining the aggregate break-even result over the reporting periods ending in 2015, 2016 and 2017, in accordance with Clause 1.2 of the Settlement Agreement. iii. Clause 1.2 of the Settlement Agreement does not consume the application of Clause 3.2. iv. NKO Fund and Tatenergo are to be considered as related parties to the Club, with the consequence that the donations received from these entities are to be excluded from the break-even results for the reporting periods ending in 2016 and 2017. v. The Club violated Clause 3.2 of the Settlement Agreement. vi. The Club violated Clause 1.2 of the Settlement Agreement. vii. The sanction imposed on the Club in the Appealed Decision, namely an exclusion from participation in the next UEFA club competition for which it would otherwise qualify in the next two seasons (i.e. the 2019/2020 and 2020/2021 seasons), is confirmed.

191. All other and further motions or prayers for relief are dismissed.