RESOLUTION OF THE MINISTRY OF FINANCE OF THE REPUBLIC OF BELARUS

of July 14, 2023 No. 39

About change of the resolution of the Ministry of Finance of the Republic of Belarus of August 31, 2016 No. 78

Based on paragraphs of the fourth, the twelfth, fourteenth and twenty sixth part one of article 8 of the Law of the Republic of Belarus of January 5, 2015 No. 231-Z "About the security market", parts twenty sixth of subitem 1.7 of Item 1 of the Presidential decree of the Republic of Belarus of April 28, 2006 No. 277 "About some questions of regulation of the security market", Item 10 of the Regulations on the Ministry of Finance of the Republic of Belarus approved by the resolution of Council of Ministers of the Republic of Belarus of October 31, 2001 No. 1585, of paragraphs two, the fourth, sixth and eighth Item 1 of the resolution of Council of Ministers of the Republic of Belarus of September 10, 2009 "About authority delegation to the Ministry of Finance" the Ministry of Finance of the Republic of Belarus DECIDES: No. 1163

1. Bring in the resolution of the Ministry of Finance of the Republic of Belarus of August 31, 2016 No. 78 "About issue of issued securities" the following changes:

add the resolution with Item 1-1 of the following content:

"1-1. Establish standard form of the agreement on provision of the guarantee according to appendix.";

add the resolution with appendix it (is applied);

To be reworded as follows the instruction about procedure for issue of issued securities approved by this resolution it (is applied).

2. Determine that:

2.1. modification of prospectuses of the issue of bonds which releases are registered till July 23, 2023, in connection with entry into force of this resolution is not required;

2.2. the issuer who performed bond emission without creation of the prospectus of the issue can make the decision on change and (or) amendment of the data containing in the decision on bond issue, and in case of any changes in actual situation in comparison with the data containing in such decision – makes changes and (or) additions to the decision on release in the cases and procedure established for modification of the prospectus of the issue and also to open changes and (or) amendments in the decision on the release according to the procedure established in Items 23 and 37 of the Instruction on procedure for the issue of issued securities approved by the resolution of the Ministry of Finance of the Republic of Belarus of August 31, 2016 No. 78.

3. Recognize invalid:

the resolution of the Ministry of Finance of the Republic of Belarus of September 30, 2016 No. 89 "About establishment of standard form of the agreement on provision of the guarantee";

subitem 1.31 of Item 1 of the resolution of the Ministry of Finance of the Republic of Belarus of April 28, 2018 No. 26 "About modification and amendments in some resolutions of the Ministry of Finance of the Republic of Belarus".

4. This resolution becomes effective after its official publication.

 

Appendix

to the Resolution of the Ministry of Finance of the Republic of Belarus of August 31, 2016 No. 78
(in edition of the Resolution of the Ministry of Finance of the Republic of Belarus of July 14, 2023 No. 39)

Standard form

Agreement on provision of the guarantee No. _____

___ ______________ 20 __.
(date of the conclusion of the agreement)	(place of agreement)

____________________________________________________________________________,

(full name of the issuer)

the hereinafter referred to as Issuer, on behalf of _______________________________________,

                                                             (position, surname, initials)

acting on the basis of the ____________________________________________________

                                           (name of the document,

____________________________________________________________________________,

who is acted by the issuer's representative on the basis of the)

on the one hand, and ____________________________________________________________,

                                                (full name of the guarantor)

the hereinafter referred to as Guarantor, on behalf of _____________________________________,

                                                                       (position, surname, initials)

acting on the basis of the ____________________________________________________

                                                        (name of the document,

____________________________________________________________________________,

who is acted by the issuer's representative on the basis of the)

on the other hand, in case of joint mentioning referred to as further with the Parties, signed this agreement (further – the agreement) as follows:

Subject of the agreement

1. Under the agreement Guarantor assumes the unconditional and irrevocable obligation solidary with the Issuer to fulfill obligations on bonds _________

                                       (number

_____________________________________________________________________________

release, quantity, nominal value

_____________________________________________________________________________

bonds, type and the size of the income (procedure for its determination) if it is provided by conditions

_____________________________________________________________________________

issues, specifying on the fact that bonds are bonds to bearer

___________________________________________________________ (further – bonds)

(in case of bond emission to bearer)

before their owners in amount __________________________________________________

                                                    (amount of obligations, on which

_____________________________________________________________________________

the guarantee, in cash equivalent is provided)

in case of non-execution or improper execution of these obligations by the Issuer.

2. Based on the agreement Guarantor it is considered signed the guarantee agreement with any person who is the bondholder. Implementation by the bondholder of the rights of the creditor according to the guarantee agreement does not require participation in other agreements with the Issuer and the Guarantor and is based on the agreement.

3. In case of non-execution or improper execution by the Issuer of obligations on bonds pass rights to claim of bondholders in that amount in which the Guarantor met their requirements to the Guarantor.

Duration of the agreement

4. The agreement becomes effective from the moment of its signing by the Issuer and Guarantor and is effective during all circulation period of bonds, and also within one year after the termination of circulation period of bonds.

5. The contract is withdrawn after obligation fulfillment on bonds in full (including early repayment of all bond issue) or after one year after the termination of circulation period of bonds if bondholders do not impose in the specified year requirements about payment of money for bonds to the Issuer or the Guarantor.

Rights and obligations of the Parties

6. The guarantor shall:

6.1. in case of non-execution or improper execution by the Issuer of obligations on bonds to their owners to fulfill these obligations in the amount determined in Item 1 of this agreement;

6.2. fulfill obligations to bondholders during the term of the agreement in the following procedure:

consider arriving from bondholders, the representative of bondholders and (or) the Issuer of request for payment under the agreement in time, not exceeding ______________ calendar days;

                                                             (figures)

in case of decision making about payment or motivated refusal in its making immediately to notify on it bondholders, the representative of bondholders and (or) the Issuer;

in case of the positive decision to fulfill the obligation of the Issuer on bonds to make payment for benefit of bondholders during _______________________

                                  (figures)

banking days;

6.3. without delay to report to the Issuer about change of the name, legal address, bank details, about reorganization or liquidation during the term of the agreement;

6.4. monthly no later than thirty calendar days after the termination of month under report to provide to the Issuer information on the net assets value (the size of the normative capital) expected the first day of every month, and also data on the amounts of the ensuring obligation fulfillment provided by this guarantor in the form of the guarantee, guarantees, the pledge of property and different ways of providing which are not stopped for date of cost determination of net assets (the size of the normative capital) of the guarantor, during the term of the agreement;

6.5. recruit the Issuer in case if to it the claim following from the agreement is made;

6.6. ____________________________________________________________________

        (other obligations of the Guarantor connected with agreement performance

____________________________________________________________________________.

according to legal acts)

7. The issuer shall:

7.1. without delay in writing to inform the Guarantor:

about all violations allowed by it on obligation fulfillment on bonds before their owners;

about obligation fulfillment before bondholders;

about change of the name, legal address, bank details, about reorganization or liquidation during the term of the agreement;

7.2. ____________________________________________________________________

(other obligations of the Issuer connected with agreement performance

____________________________________________________________________________.

                   according to legal acts)

8. The guarantor has the right:

8.1. obtain information on the course of placement and repayment (including payment to bondholders of the percent and (or) discount and (or) other income established in the prospectus of the issue) bonds;

8.2. push against requirements of bondholders of objection which the Issuer could provide.

The guarantor does not lose the right to these objections even if the Issuer refused them or recognized availability of obligations on bonds;

8.3. demand from the Issuer of compensation connected with satisfaction by the Guarantor of requirements of bondholders in that amount in which the Guarantor met their requirements, and compensations of other losses suffered in connection with non-execution or improper execution by the Issuer of obligations on bonds;

8.4. collect from bondholders superficially received under the agreement or impose recourse requirement to the Issuer if the Issuer did not inform the Guarantor on obligation fulfillment before bondholders;

8.5. ____________________________________________________________________

(other rights of the Guarantor connected with agreement performance in compliance

____________________________________________________________________________.

                                         with legal acts)

9. The issuer has the right:

9.1. obtain information from the Guarantor:

about change of its name, legal address, bank details, about reorganization or liquidation during the term of the agreement;

about the cost of its net assets (the size of the normative capital) calculated on the first day of every month, during the term of the agreement;

about the amounts of the ensuring obligation fulfillment provided by this guarantor in the form of the guarantee, guarantee, the pledge of property and different ways of providing which are not stopped for date of cost determination of net assets (the size of the normative capital) of the guarantor, during the term of the agreement;

9.2. ____________________________________________________________________

(other rights of the Issuer connected with agreement performance in compliance

____________________________________________________________________________.

with legal acts)

Responsibility of the parties

10. The parties bear responsibility for non-execution or improper execution of agreement obligations according to the legislation and provisions of Item 11 of this agreement.

11. _____________________________________________________________________

(other regulations on responsibility of the parties under the agreement in compliance

____________________________________________________________________________.

with legal acts)

Additional terms

12. All contractual disputes arising between the Parties are permitted by negotiations. In case of not achievement of consent by the Parties the dispute is subject to consideration according to the legislation.

13. ____________________________________________________________________.

(other terms of the contract which are not contradicting legal acts)

Issuer				Guarantor
(full name,				(full name,
legal address, bank details,				legal address, bank details,
accounting number of the payer)				accounting number of the payer)
(signature)		(surname, initials)		(signature)		(surname, initials)

 

Approved by the Resolution of the Ministry of Finance of the Republic of Belarus of August 31, 2016 No. 78
(in edition of the Resolution of the Ministry of Finance of the Republic of Belarus of July 14, 2023 No. 39)

The instruction about procedure for issue of issued securities

Chapter 1. General provisions

1. This Instruction determines procedure for issue of issued securities – shares and bonds (except for government securities, securities of National Bank) (further – issued securities), including features of issue of securities of local executive and administrative organs, and also features of stages of issue depending on method of placement of issued securities, procedure for assignment of the state registration number to release of issued securities (except for strips), assignments of registration numbers to the releases of strips created on the basis of the release strip bonds registered in the State register of securities, maintaining the State register of securities, structure of information considered in it, cases and procedure for entering into the State register of securities of changes, procedure and conditions of the procedure of stripovaniye of bonds, except for state strip bonds establishes requirements to information and the scope of information which shall contain in the prospectus of the issue, the decision on release (additional release) of shares, cases and procedure for modification and (or) amendments in the prospectus of the issue, the decision on release (additional release) of shares, procedure for disclosure of information on issue of issued securities.

2. In this Instruction the following terms and their determinations are applied:

converting – placement of bonds of one release of the issuer among bondholders of other release (other releases) which is earlier emitted (emitted) by this issuer (further – bonds of the previous release) by exchange for bonds of the previous release;

release amount (additional release) – the amount of nominal values of all issued securities of this release (additional release);

variable interest income – the interest income paid by the issuer depending on change of the indicators used for determination of the income (for example, refunding rates of National Bank) which values cannot change at the discretion of the issuer;

bond redemption – obligation fulfillment on bonds by payment to bondholders of nominal value or other property equivalent, and also payment of the income if payment of the income is provided by issue conditions, or by converting of bonds of this release in the bond of other release, or different ways, stipulated by the legislation about securities, and withdrawal of bonds from the address;

permanent interest income – the interest income paid at the rate established by the issuer in the form of the fixed percent to nominal value of the bond. At the same time the issuer has the right to establish rate of the income paid periodically, separately on every period;

interest income – the income in percent type to nominal value of the bond paid to the bondholder one-timely in case of its repayment or periodically during bond circulation period;

circulation period of bonds – the period from start date of placement on repayment date (in case of issue of paperless bonds, except for housing bonds) bonds or on start date of repayment (in case of issue documentary and housing) bonds, established by the prospectus of the issue. For calculation of circulation period of bonds day of the beginning of placement and repayment day (the beginning of repayment) of bonds are considered in one afternoon;

start date of placement of bonds – the date established by the prospectus of the issue of bonds and which is at the same time start date of the circulation of bonds;

current value of the bond – bond value for certain date in the period of its address;

tranche – the part of bond issue placed during circulation period of bonds.

The term "electronic document" is used in the value determined by the paragraph the sixteenth article 1 of the Law of the Republic of Belarus of December 28, 2009 No. 113-Z "About the electronic document and the digital signature".

3. Par value per share shall be expressed in official monetary unit of the Republic of Belarus (in Belarusian rubles) and to be to multiple one Belarusian kopek.

4. Share par value of additional release of one issuer cannot differ from share par value of this issuer, securities registered in the State register.

Total nominal value of all securities of shares of one issuer registered in the State register shall correspond to the size of the authorized fund announced in the charter of this issuer.

Share placing by carrying out subscription (sale) with the unregistered nominal value in the State register of securities is not allowed.

5. State registration of release (additional release) of issued securities in paperless form attracts transfer of these securities on centralized accounting in depositary system of the Republic of Belarus according to the procedure, established by the legislation on securities.

After state registration of release (additional release) of issued securities no later than two working days following behind day of entering of the corresponding data into the State register of securities, Department on securities of the Ministry of Finance (further – Department on securities) or territorial authorities of the Ministry of Finance (further – the Ministry of Finance) on securities send to Central Securities Depository in the Republic of Belarus (further – the central depositary) the questionnaire of release of the issued securities included in the State register of securities (further – the questionnaire of release of issued securities) (except for bond issue, obligation fulfillment of the issuer on which is provided with pledge), in form according to appendix 1.

In case of state registration of bond issue, obligation fulfillment of the issuer on which is provided with pledge, the questionnaire of release of issued securities goes to the central depositary no later than two working days following behind day of submission by the issuer to Department on securities of copies of the documents confirming fixing of encumbrance (restriction) with pledge of the property which is pledge subject of bonds.

6. The state registration number when implementing state registration of release of issued securities in cases is assigned to release of the issued securities (including to share issue of certain category, certain type of preferred shares) certifying identical amount of the rights of their owners:

issues of common (ordinary), preferred shares during creation of joint-stock company by organization or as a result of reorganization of the legal entity (legal entities) in the form of merge, separation, allocation, transformation;

issues of preferred shares which type is not registered in the State register of securities;

bond emissions, the rights of their owners certifying identical amount and having identical conditions of placement, the address and repayment.

7. In case of the state registration of additional share issue performed in case of issue of the common (ordinary), preferred shares placed in addition to earlier placed shares of the same release with the same amount of the certified rights (the same category, the same like preferred shares), the additional share issue joins the share issue of this category, this type of preferred shares which is earlier registered in the State register of securities by introduction of data on increase in their total quantity.

8. The state registration number of release of issued securities, registration number of release of strips, the temporary state registration number assigned to the shares placed by carrying out open sale, or to the shares placed with use of foreign depositary receipts represent code, unique for each release of issued securities.

Chapter 2. Decision on release (additional release) of shares

9. The decision on release (additional release) of shares is drawn up in the form of appendix to the protocol of the constituent assembly of joint-stock company or members of the joint-stock company created as a result of reorganization or joint general meeting of members of economic societies, owners of property, founders (participants) of legal entities of other forms of business participating in reorganization, general shareholder meeting (the protocol, the solution of face to which passed powers of general shareholder meeting) (further – general shareholder meeting) and shall contain:

9.1. complete and reduced (in case of its availability) the name, the location of the issuer, phone number and the fax, the address of the official site of the issuer on the global computer Internet (in case of its availability) and the e-mail address (e-mail);

9.2. acceptance date general meeting of shareholders of the decision on release (additional release) of shares;

9.3. category of shares (simple (ordinary) or exclusive), type of shares (for preferred shares);

9.4. specifying of number of shares in release (additional release);

9.5. par value per share;

9.6. release amount (additional release) of shares;

9.7. the rights of the owner and the issuer's obligation certified by the share.

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