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LAW OF THE REPUBLIC OF BELARUS

of January 5, 2015 No. 231-Z

About the security market

It is accepted by the House of Representatives on December 17, 2014

Approved by Council of the Republic on December 18, 2014

(as amended on 17-07-2017)

Section I. General provisions

Chapter 1. Basic provisions

Article 1. The main terms used in this Law and their determinations

For the purposes of this Law the following main terms and their determinations are used:

the share - the personalized issued security testimonial of contribution to authorized capital of joint-stock company emitted sine die in paperless form and certifying certain amount of the rights of the owner depending on its category (simple (ordinary) or exclusive), type (for preferred share);

exchange bonds - the bonds nominated in Belarusian rubles, emitted in paperless form, placement and which address are performed only in trade system of stock exchange;

the owner - the subject of the civil law to whom the security belongs on the property right or other corporeal right;

the bank statement of "depot" - the document issued by depositary, containing information on the depositor, securities which are considered on its account by "depot" for certain date, and confirming the rights to securities;

the statement about account transactions of "depot" - the document issued by depositary, containing consecutive list of the depository operations performed by depositary on the corresponding account of "depot" for certain period of time;

release of issued securities - set of the issued securities of one issuer who is certifying identical amount of the rights of their owners and having identical nominal value if for this type of issued security availability of nominal value is provided;

depositary - the legal entity of the Republic of Belarus who got special permission (license) for implementation of professional and exchange activity on securities (the constituting works and services - depository activity);

nonresident depositary - the foreign or international legal entity (the organization, not being the legal entity) performing depository activity out of the territory of the Republic of Belarus according to foreign law;

depository operations - set of the actions made by depositary with securities, records on accounts of "depot", questionnaires of depositors with reference books and other documents which are conducted and kept in the depositary, according to the procedure, established by the republican state body performing state regulation of the security market;

the depositor - the subject of the civil law for whom in depositary the account of "depot" is opened;

discount - the income on the bond in the form of difference between the price of acquisition of the bond and nominal value of the bond paid by the issuer in case of repayment of this bond;

additional release of issued securities - set of the shares placed in addition to earlier placed shares of the same release, with the same amount of the certified rights and with the same nominal value;

personalized issued security - issued security, information on which owner contains in the register of owners of issued securities (further, if other is not established, - the register of owners of securities), transition of the rights to which and implementation of the rights certified by it require identification of the owner;

the investor - the subject of the civil law which investment object are issued securities;

correspondence relations - the relations between two depositaries on accounting (accounting and storage) by one of them of the securities which are on centralized accounting (accounting and storage) in other depositary, to accounting of the rights to them and encumbrances (restrictions) of these rights, to implementation of depository operations with these securities;

the quoted sheet - the list of the issued securities corresponding to the criteria determined by the organizer of the securities trading, admitted by it to trading;

listing - the procedure of inclusion by the organizer of the securities trading of issued securities in quoted leaf;

accumulation account of "depot" - the account of "depot" opened in depositary of the issuer without the conclusion of the depositary contract between depositary of the issuer and the depositor - the owner of the securities emitted by the issuer;

unreliable information (false information) - information (data) untrue (not corresponding);

the unorganized market - set of the relations connected with transactions with securities out of trade system of the organizer of the securities trading, including stock exchange;

the bond - the issued security certifying the right of its owner to obtaining from bond issuing institution in the time of its nominal value or other property equivalent provided in it. The bond can also certify the right of its owner to receipt of the percent determined in it from nominal value of the bond or other property rights. The income on the bond are the percent and (or) discount;

the circulation of issued securities - making of the civil transactions or other legally significant actions attracting transition of the rights to issued securities from their first or each subsequent owner to other person;

the organized market - set of the relations connected with transactions with securities in trade system of the organizer of the securities trading, including stock exchange;

subscription - share placing in the unorganized market (except for share placings during creation of joint-stock company) by the conclusion of the contract between the investor and the issuer - joint-stock company according to which the investor shall make contribution to authorized capital of the issuer - joint-stock company for payment of the shares emitted by this joint-stock company and the issuer - joint-stock company on condition of recognition of the issue which took place shall transfer to the investor certain number of stocks after state registration of share issue;

the preferred share - the share which is certifying the owner's right to receipt of part of profit of joint-stock company in the form of the fixed dividend size, obtaining in case of liquidation of joint-stock company of fixed cost of property or part of property of the joint-stock company which remained after the settlings with creditors, and not granting the participation rights in general shareholder meeting with voting power, except as specified provided by legal acts of the Republic of Belarus. Types of preferred shares differ with the amount of the rights certified by them including fixed by the dividend size, and (or) priority of its payment, and (or) fixed cost of the property which is subject to transfer in case of liquidation of joint-stock company and (or) priority of its distribution. Types of preferred shares I will also eat around the rights certified by these shares are determined by charter of joint-stock company;

derivative securities - the securities certifying the rights and (or) establishing obligations on purchase or sale of other securities;

the prospectus of the issue - the document containing the information about the issuer of issued securities on its financial position and the forthcoming placement of issued securities, and also other data which structure is established by this Law and republican state body performing state regulation of the security market;

the common (ordinary) share - the share certifying the owner's right to receipt of part of profit of joint-stock company in the form of the dividend, participation in the general shareholder meeting with voting power and receipt of part of property of the joint-stock company which remained after settlings with creditors, or its costs in case of liquidation of this joint-stock company according to the procedure established by legal acts of the Republic of Belarus;

professional and exchange activity on securities - business activity on transactions with the securities (including with derivative securities) emitted (issued) third parties on implementation of intermediary transactions with securities (including with derivative securities) for the benefit of the client for the purpose of income acquisition (except for the transactions made for the purpose of income acquisition in the form of percent and (or) discount or the dividend including professional participants of the security market), on implementation of the works and services connected with such transactions and (or) with realization of the rights certified by securities and also on implementation of depository, clearing activity and activities for the organization of the securities trading;

the professional participant of the security market - the legal entity who got special permission (license) for implementation of professional and exchange activity on securities;

placement of issued securities - making of the civil transactions or other legally significant actions directed to emergence of the property right or other corporeal right to issued securities at their first owner, attracting transfer of issued securities to their first owners. The specified transactions are not the transactions made in the course of the circulation of issued securities;

the register of owners of securities (the shareholder register, the register of bondholders) - the data set about owners of personalized issued securities of certain type, category, type of one issuer created according to the procedure, established by the republican state body performing state regulation of the security market based on the depositary contract with the issuer, and also in other cases, stipulated by the legislation the Republic of Belarus about securities;

the republican state body performing state regulation of the security market - the state body exercising control and supervision of issue (issue), the address and the securities redemption, activities of professional participants of the security market, state registration of releases (additional releases) of issued securities and performing other functions in the sphere of the security market according to the legislation of the Republic of Belarus;

the decision on release (additional release) of issued securities - the document containing the data sufficient for establishment of amount of the rights certified by issued securities;

the security market - system of the relations between legal and (or) physical persons, and also other subjects of the civil law during issue (issue), the address and the securities redemption, implementation of professional and exchange activity on securities;

self-regulatory organization of professional participants of the security market - the non-profit organization created according to the legislation of the Republic of Belarus in the form of association (union), based on membership and uniting professional participants of the security market on voluntary basis;

the account of "depot" - the account opened in depositary for accounting of securities, rights to them and encumbrances (restrictions) of these rights;

the issued bearer security - issued security, transition of the rights to which and implementation of the rights certified by it do not require identification of the owner;

issued securities - the securities placed by releases, having equal amount and terms of implementation of the rights within one release regardless of time of acquisition of security of this release;

issue of issued securities - the set of the actions of the issuer directed to emergence of the property right or other corporeal right to issued securities at their first owner established by this Law;

the issuer - the legal entity of the Republic of Belarus performing issue of issued securities and incurring on its own behalf obligations to owners of issued securities on implementation of the rights certified by these issued securities;

the nonresident issuer - the foreign or international legal entity (the organization, not being the legal entity), the foreign state, its administrative-territorial education performing issue of issued securities according to foreign law.

For the purposes of this Law the term "affiliates" matters, determined by parts one and the second article 56 of the Law of the Republic of Belarus of December 9, 1992 "About economic societies" (Vyarkho¸naga Savet's Vedamastsi of Respubliki Belarus, 1992, No. 35, Art. 552; The National register of legal acts of the Republic of Belarus, 2006, No. 18, 2/1197), the term "nonresident" - the value determined by Item 8 of article 1 of the Law of the Republic of Belarus of July 22, 2003 "About currency control and currency exchange control" (The national register of legal acts of the Republic of Belarus, 2003, No. 85, 2/978), the term "personal data" - the value determined by the paragraph the twenty fourth article 1 of the Law of the Republic of Belarus of November 10, 2008 "About information, informatization and information security" (The national register of legal acts of the Republic of Belarus, 2008, No. 279, 2/1552).

Article 2. Coverage of this Law

This Law governs the relations connected with issue, the address and repayment of issued securities, professional and exchange activity on securities with all types of securities.

Issue, the address and repayment of government securities, securities of National Bank of the Republic of Belarus, securities of local executive and administrative organs, securities of investment funds are performed according to this Law taking into account the features established by other acts of the legislation of the Republic of Belarus.

Features of share issue of the joint-stock companies created in the course of transformation of the rent companies, collective (national) companies, state companies, state unitary enterprises and in the course of privatization of the rent companies and also the circulation of shares of these joint-stock companies belonging to the Republic of Belarus or its administrative and territorial units can be established by the legislation of the Republic of Belarus on privatization.

Features of transfer of the stocks of the open joint stock companies created in the course of transformation of the state unitary enterprises, to physical persons and legal entities in the trust management which is not connected with implementation of professional and exchange activity on securities owned by the Republic of Belarus or its administrative and territorial units, and also implementation of such trust management are established by the legislation of the Republic of Belarus on privatization.

Features of share issue of joint-stock companies during the protective period, the period of bankruptcy proceedings are established by the legislation of the Republic of Belarus on economic insolvency (bankruptcy).

Article 3. Legislation of the Republic of Belarus on securities

The legislation of the Republic of Belarus on securities is based on the Constitution of the Republic of Belarus and consists of the Civil code of the Republic of Belarus, this Law, other laws of the Republic of Belarus, regulatory legal acts of the President of the Republic of Belarus and acts of the legislation of the Republic of Belarus adopted according to them regulating the legal relationship developing in the security market including procedure for issue (issue), the address and the securities redemption, implementation of professional and exchange activity on securities.

If the international treaty of the Republic of Belarus establishes other rules, than those which contain in this Law then are applied rules of the international treaty.

Chapter 2. State regulation of the security market

Article 4. Implementation of state regulation of the security market

State regulation of the security market is performed by the President of the Republic of Belarus, the Council of Ministers of the Republic of Belarus, National Bank of the Republic of Belarus, republican state body performing state regulation of the security market.

Tasks of state regulation of the security market are carrying out single state policy in the sphere of the security market, ensuring the fair competition between his participants and protection of interests of investors.

State regulation of the security market is performed in the way:

acceptances (edition) of regulatory legal acts of the Republic of Belarus;

state registration of releases (additional releases) of issued securities, registration of prospectuses of the issue, the changes and (or) additions made to prospectuses of the issue, control of observance by issuers of the conditions and obligations provided by prospectuses of issues;

licensing of professional and exchange activity on securities;

establishments of mandatory requirements to activities of professional participants of the security market;

creations of system of protection of the rights of owners of securities and control of observance of their rights by issuers and professional participants of the security market;

control and supervision of issue (issue), address and securities redemption, activities of professional participants of the security market.

Article 5. Powers of the President of the Republic of Belarus in the sphere of the security market

The president of the Republic of Belarus in the sphere of the security market:

determines single state policy;

determines the organization performing functions of Central Securities Depository in the Republic of Belarus (further - the central depositary);

establishes procedure and methods of ensuring obligation fulfillment on bonds, bond emission cases without providing (further - unsecured bonds);

performs other powers according to the Constitution of the Republic of Belarus, this Law and other laws of the Republic of Belarus.

Article 6. Powers of Council of Ministers of the Republic of Belarus in the sphere of the security market

Council of Ministers of the Republic of Belarus in the sphere of the security market:

provides carrying out single state policy;

approves the main directions of market development of securities;

determines procedure for issue (issue), the address and repayment of issued securities (except for issued securities of National Bank of the Republic of Belarus), state registration of releases (additional releases) of issued securities, registration of prospectuses of the issue, the changes and (or) additions made to prospectuses of the issue;

determines features of issue, the address and repayment of government securities, securities of local executive and administrative organs;

establishes procedure for coordination of prototype of sample of the form of security;

determines procedure and conditions of registration by stock exchange of release of exchange bonds;

determines procedure for qualification of issued securities of nonresident issuers as securities in the territory of the Republic of Belarus;

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