Document from CIS Legislation database © 2003-2021 SojuzPravoInform LLC

PRESIDENTIAL DECREE OF THE REPUBLIC OF BELARUS

of March 3, 2016 No. 84

About questions of issue and the circulation of shares with use of foreign depositary receipts

For the purpose of creation of conditions for attraction of foreign investments by the organizations of the Republic of Belarus with use of foreign depositary receipts:

1. Determine that:

1.1. open joint stock companies for the purpose of attraction of foreign investments of the requirements of this Decree having the right with observance:

perform share issue of additional release, the foreign depositary receipts placed with use;

make general shareholder meeting the decision on acquisition of the shares of own issue by joint-stock company for the purpose of determined by legal acts of the Republic of Belarus and also for the purpose of their subsequent transfer to the foreign or international legal entity (to the organization, not being the legal entity) emitting foreign depositary receipts (further - the issuer of foreign depositary receipts), for sale with use of foreign depositary receipts;

acquire shares at shareholders according to the legislation on economic societies in case of adoption by general shareholder meeting of the decision on acquisition of shares of own issue by joint-stock company and transfer them to the issuer of foreign depositary receipts for sale with use of foreign depositary receipts.

The line item of the representative of the state in governing bodies of open joint stock companies which stocks the Republic of Belarus owns concerning the share issue of additional release and increase in authorized fund for the investment account arriving from share placing of additional release with use of foreign depositary receipts, or share acquisitions at shareholders for the purpose of subsequent their transfer of foreign depositary receipts to the issuer for sale with use of foreign depositary receipts is determined by the President of the Republic of Belarus;

1.2. the foreign depositary receipt is the security certifying the property right or other corporeal right to certain number of shares of open joint stock company - resident of the Republic of Belarus (further - the issuer of shares) emitted by the issuer of foreign depositary receipts according to the legislation of foreign state whose repayment is performed by exchange for certain number of shares of the issuer of shares (further, unless otherwise specified, - shares), the property right or other corporeal right to which makes sure the foreign depositary receipt, and (or) payments of the money received from sale of such shares and (or) the different ways provided by conditions of issue of foreign depositary receipts;

1.3. the share issue of additional release, the foreign depositary receipts placed with use, is performed taking into account requirements of this Decree and the legislation of the Republic of Belarus on securities based on the decision of general shareholder meeting on additional share issue and increase in authorized fund of the issuer of the shares for the investment account arriving from share placing with use of foreign depositary receipts (further - the decision on additional share issue). The decision on additional share issue shall contain the data established by the state body performing state regulation of the security market, and also the basis for recognition of share issue placed with use of foreign depositary receipts, cancelled.

The state body performing state regulation of the security market without collection of payment in the procedure determined by it appropriates to additional share issue, the foreign depositary receipts placed with use, temporary state registration number also transfers them to centralized storage to depositary system of the Republic of Belarus within five working days from the date of submission by the issuer of shares of the statement for assignment to additional share issue of temporary state registration number and decision on additional share issue.

The issuer of shares no later than ten working days from the start date of share placing with use of foreign depositary receipts established by the decision on additional share issue represents to the state body performing state regulation of the security market, the copy of the prospectus of the issue of the foreign depositary receipts or documents replacing it according to the legislation of foreign state which shall be legalized, translated on Belarusian or Russian (fidelity of the translation or authenticity of the signature of the translator shall be attested notarially).

In case of non-presentation by the issuer of shares of the documents provided in part three of this subitem, the state body performing state regulation of the security market passes the decision on suspension of share issue, the foreign depositary receipts placed with use, before submission of the specified documents in time, established by this decision, not exceeding three months from the date of pronouncement of this decision. In case of non-presentation by the issuer of shares of the documents provided in part three of this subitem, in time, the established by the decision on suspension of share issue, state body performing state regulation of the security market passes the decision on recognition of additional share issue, the foreign depositary receipts placed with use, invalid.

No later than ten working days from receipt date into the account of the issuer of shares of money in the amount of at least amount of nominal values of placed shares, but not earlier than end date of share placing with use of foreign depositary receipts:

general meeting of shareholders of the issuer of shares results of share placing with use of foreign depositary receipts affirm and in case of recognition of the share issue which took place the decision on modification of the decision on additional share issue is made (regarding the number of shares and the amount of their nominal values according to results of share placing with use of foreign depositary receipts), the changes connected with increase in its authorized fund at the amount of nominal values of placed shares are made to the charter of the issuer of shares;

state registration of the changes specified in the paragraph the second to this part is performed (in case of recognition of the share issue which took place).

Money in the amount of, exceeding the amount of nominal values of placed shares, is transfered to account the issuer of shares in the cases and procedure provided by the agreement between the issuer of shares and the issuer of foreign depositary receipts.

State registration of additional share issue, the foreign depositary receipts placed with use, with simultaneous cancellation of its temporary state registration number is performed based on the statement for state registration of additional share issue, the copy of the protocol (minutes abstract) of general meeting of shareholders of the issuer of shares who made the decision on the questions specified in part five of this subitem, and the document confirming payment of the state fee for state registration of additional share issue, except for case of payment of the state fee by means of use of the automated information system of single settlement and information space and availability about it the data in this statement with indication of payment number within five working days from the date of representation by the issuer of shares of the specified documents.

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