(Unofficial translation)

Law of the Republic of Belarus

of January 5, 2015  No. 231-Z

[Amended as of July 17, 2017]

On the Securities Market

Adopted by the House of Representatives on December 17, 2014
Approved by the Council of Republic on December 18, 2014

SECTION I
GENERAL PROVISIONS

CHAPTER 1
MAIN PROVISIONS

Article 1. Main terms used in this Law and their definitions

For the purposes of the present Law, the following main terms and their definitions are used:

share – a nominal emissive security evidencing a contribution to the statutory fund of a joint-stock company, being issued for an indefinite term in book-entry form and certifying a determined volume of the holder's rights depending on its category (common (ordinary) or preferred), type (for a preferred share);

exchange bonds – bonds denominated in Belarusian rubles, being issued in book-entry form, placement and circulation of which are carried out only in the trading system of the stock exchange;

holder – subject of the civil law to whom security belongs on the right of ownership or another real right;

"depo" account statement – document being handed out by the depository that contains information on the depositor, securities that are kept on record on his "depo" account as of a determined sate and that confirms rights to securities;

statement on operations on "depo" account – document being issued by the depositary that contains a consecutive list of depository operations conducted by the depository on a respective "depo" account for a determined period of time;

issue of emissive securities – totality of emissive securities of one issuer certifying an identical scope of rights of their holders and having an identical nominal value in the instance when for that kind of emissive security availability of the nominal value is provided;

depositary – a legal person of the Republic of Belarus that obtained a special permit (license) for carrying out professional and exchange activity on securities (integral works and services – depository activity);

depositary–non-resident – a foreign or international legal person (organization not being legal person) that carries out depositary activity outside the territory of the Republic of Belarus in accordance with the foreign law;

depositary operations – totality of actions being performed by the depositary with securities, records on "depo" accounts, questionnaires of deponents, with reference books and other documents that are conducted and kept in the depository in the order established by the republican body of state administration carrying out the state regulation of the security market;

deponent – subject of the civil law to whom a "depo" account has been opened in the depository;

discount – income on a bond in the form of a difference between the acquisition price of the bond and the nominal value of the bond, payable by the issued upon redemption of that bond;

additional issue of emissive securities – totality of emissive securities being placed additionally to the emissive securities of the same issue placed earlier, with the same volume of certified rights and with the same nominal value;

registered emissive security – emissive security the information on the holder of which is contained in the register of securities holders (hereinafter, unless otherwise established – register of securities holders), transfer of rights to which and exercising of rights certified by which require identification of the holder;

investor – subject of the civil law the investing object of whom is emissive securities;

correspondent relations – relations between two depositories on record keeping (record-keeping and safeguarding) by one of them of securities being on a centralized record-keeping (record-keeping and safeguarding) in another depository, record-keeping of rights thereto and encumbrances (restrictions) of those rights, performance of depository operations with those securities;

quotation list – a list of emissive securities that correspond to the criteria determined by the organizer of the trade in securities and admitted by him for trading;

listing – procedure of inclusion of emissive securities in the quotation list by the organizer of the trade in securities ;

accumulation "depo" account – "depo" account being opened in the depositary of the issuer without concluding a depository contract between depository of the issuer and deponent – holder of securities issued by the issuer;

inaccurate information (inaccurate data) – information (data) inconsistent with reality;

unorganized market – totality of relations connected with performance of operations with securities outside the trading system of the organizer of the trade in securities, including the stock exchange;

bond – emissive security evidencing the right of its holder to receive from the issuer of the bond, within the period indicated therein, of its nominal value or other property equivalent. A bond may also evidence the right of its holder to receive interest determined therein from the nominal value of the bond and other property rights. Income on a bond is interest and/or discount;

circulation of emissive securities – performance of civil-law transactions or other legally significant actions, entailing transfer of rights to emissive securities from their first or each subsequent holder to another person;

organized market – totality of relations connected with performance of operations with securities in the trading system of the organizer of the trade in securities, including the stock exchange;

subscription – placement of shares on an unorganized market (with the exception of placement of shares upon creation of joint-stock company) through conclusion of a contract between investor and issuer – joint-stock company in accordance with which investor undertakes to make a contribution to the statutory fund of the issuer – joint-stock company for payment of shares issued by that joint-stock company, and the issuer – joint-stock company undertakes, subject to recognition of the issuance as legally completed, to transfer to the investor a certain number of shares after state registration of the issue of shares;

preferred share – share certifying the right of the holder to receive a part of profit of the joint-stock company in the form of a fixed amount of dividend, to receive in case of liquidation of the joint-stock company a fixed value of property or a part of property of the joint-stock company remaining after settlements with creditors and which does not provide a right to participate in the general meeting of shareholders with a vote, with the exception of cases provided by legislative acts of the Republic of Belarus. Types of preferred shares differ in the scope of rights certified thereby, including the fixed size of the dividend, and/or priority of payment thereof, and/or the fixed value of the property which is subject to transfer in case of liquidation of the joint-stock company, and/or priority of distribution of this property. Types of preferred shares and volume of rights certified by those shares shall be determined by the statute of the joint-stock company;

derivative securities – securities certifying rights and/or establishing duties on purchase or sale of other securities;

prospectus – document containing date on the issuer of emissive securities, its financial position and forthcoming placement of emissive securities and other other date the composition of which is established by this Law and the republican body of state administration carrying out the state regulation of the security market;

common (ordinary) share – share certifying the right of the holder to receive a part of profit of the joint-stock company in the form of dividend, to participate in the general meeting of shareholders with a vote and to receive a part of the property of the joint-stock company remaining after settlements with creditors or of its value upon liquidation of that joint-stock company in the order established by the legislative acts of the Republic of Belarus;

professional and exchange activity on securities – entrepreneurial activity on performance of transactions with securities (including with derivative securities) issued (handed out) by third persons, on carrying out of intermediary operations with securities (including with derivative securities) in the interests of a customer with a view of receiving income (with the exception of transactions performed with a view of receiving income in the form of interest and/or discount or dividend, including  by professional participants of securities market), on carrying out works and services related to such transactions and/or to realization of rights certified by securities, and also on carrying out depository, clearing activity and activity on organizing trade in securities;

professional participant of the securities market – a legal person that obtained a special permit (license) to carry out professional and exchange activity on securities;

placement of emissive securities – performance by civil-law transactions or other legally meaningful actions aimed at arising the right of ownership or another real right to emissive securities for their first holder entailing transfer of emissive securities by their first holder. The mentioned transactions do not constitute transactions being performed in the process of circulation of emissive securities;

register of securities holders (register of shareholders, register of bond holders) – totality of data on holder of registered emissive securities of a certain kind, category, type of one issued, being formed in the order established by the republican body of state administration carrying out the state regulation of the security market on the basis of a depository contract with the issuer and also in other cases provided by the legislation of the Republic of Belarus on securities;

republican body of state administration carrying out the state regulation of the security market – state body carrying out control and supervision of the issuance (handing out), circulation and redemption of securities, activity of professional participants of securities market, state registration of issues (additional issues) of emissive securities and carrying out other functions in the sphere of securities market in accordance with legislation of the Republic of Belarus;

decision on issue (additional issue) of emissive securities – document containing data sufficient for establishing the volume of rights certified by emissive securities;

securities market – system of relations between legal and/or natural persons and also of other subjects of civil law in the process of issuance (handing out), circulation and redemption of securities, carrying out professional and exchange activity on securities;

self regulating organization of professional participants of securities market – non-commercial organization created in accordance with legislation of the Republic of Belarus in the form of association (union) based on membership and uniting professional participants of securities market on a voluntary basis;

depo account – account being opened in the depository for record-keeping of securities, rights thereto and encumbrances (restrictions) of those rights;

emissive bearer security – emissive security transfer of right thereto and exercise of rights certified thereby do not require identification of the holder;

emissive securities – securities being placed by issues having equal volume and periods of exercising rights within the framework of one issue regardless of the time of acquisition of a security of that issue;

issuance of emissive securities – totality of actions of the issuer established by this Law aimed at arising of the ownership or another real right to emissive securities for their first holder;

issuer – legal person of the Republic of Belarus carrying out issuance of emissive securities and in his name bearing obligations before holder of emissive securities on exercising of rights certified by those emissive securities;

issuer – non-resident – a foreign or international legal person (organization not being legal person), foreign state, its administrative and territorial unit, carrying out issuance of emissive securities in accordance with the foreign law.

For the purposes of this Law the term ‘affiliated persons’ has the meaning determined by part one and two of Article 56 of the Law of the Republic of Belarus of December 9, 1992 "On Economic Companies", the term "non-resident" has the meaning determined by clause 8 of Article 1 of the Law of the Republic of Belarus of July 22, 2003 "On Currency Regulation and Currency Control", the term "personal data" – the meaning determined by indent twenty-four of Article 1 of the Law of the Republic of Belarus of November 10, 2008 "On Information, Informatization and Protection of Information".

Article 2. Scope of application of this Law

This Law regulates relations connected with issuance, circulation and redemption of emissive securities, professional and exchange activity on securities with all kinds of securities.

Issuance, circulation and redemption of state securities, securities of the National Bank of the Republic of Belarus, securities of local executive and administrative bodies, securities of investments funds shall be carried out in accordance with this Law having regard to specific features established by other acts of legislation of the Republic of Belarus.

Specific features of issuance of shares of joint-stock companies created in the process of transformation of leaseholding and collective (people's) enterprises , state enterprises, state unitary enterprises and in the process of privatization of leaseholding enterprises, and also of circulation of shares of those join-stock companies belonging to the Republic of Belarus of its administrative-territorial units may be established by the legislation of the Republic of Belarus on privatization.

Specific features of transfer of shares belonging to the Republic of Belarus or its administrative-territorial units of open joint-stock companies created in the process of transformation of state unitary enterprises to natural and legal persons in trust management, not related to carrying out professional and exchange activity on securities, and also of carrying out of such trust management are established by the legislation of the Republic of Belarus on privatization.

Specific features of issuance of shares of joint-stock companies within the protective period, 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

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, normative legal acts of the President of the President of the Republic of Belarus and acts of legislation of the Republic of Belarus adopted in accordance therewith, which regulate legal relations arising on the securities market, including the order of issuance (handing out), circulation and redemption of securities, carry out professional and exchange activity on securities.

If a treaty of the Republic of Belarus establishes other rules than those contained in the present Law, the rules of the treaty are applied.

CHAPTER 2
STATE REGULATION OF SECURITIES MARKET

Article 4. Carrying out state regulation of securities market

State regulation of securities market is carried out by the President of the Republic of Belarus, Council of Ministers of the Republic of Belarus, National Bank of the Republic of Belarus, republican body of state administration carrying out the state regulation of the securities market.

Tasks of the state regulation of securities market are conducting of the single state policy in the sphere of securities market, maintenance of just competition among its participants and protection of interests of investors.

State regulation of securities market is carried out by means of:

adoption (issue) of normative legal acts of the Republic of Belarus;

state registration of issues (additional issues) of emissive securities, registration of prospectuses, changes and/or additions being introduced in the prospectuses, control over observance by issuers of conditions and obligations provided by the prospectuses;

licensing of professional and exchange activity on securities;

establishing obligatory requirements for the activity of professional participants of securities market;

creation of a system for protection of rights of securities holders and control over observance of their rights by issues and professional participants of securities market;

carrying out control and supervision over the issuance, circulation and redemption of securities, activities of professional participants of securities market.

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

The President of the Republic of Belarus in the sphere of securities market:

determines the single state policy;

determines an organization carrying out functions of the central depository of securities in the Republic of Belarus (hereinafter - central depository);

establishes the order and means of ensuring the fulfillment of obligations on bonds, instances of issuance of bonds without security (hereinafter - unsecured bonds);

carries out other powers in accordance with the Constitution of the Republic of Belarus and other Laws of the Republic of Belarus.

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

The Council of Ministers of the Republic of Belarus in the sphere of securities market:

ensures the implementation of the single state policy;

approves main directions for the development of securities market;

determines the order of issuance (handing out), circulation and redemption of emissive securities (with the exception of securities of the National Bank of the Republic of Belarus), state registration of issues (additional issues) of emissive securities, registration of prospectuses, changes and/or additions being introduced in the prospectuses;

determines specific features of issuance, circulation and redemption of state securities, securities of local executive and administrative bodies;

establishes the order for giving consent for a model of the specimen of the preprinted form of a security;

determines the order and conditions for registration by an exchange of an issue of exchange bonds;

determined the order for qualifying of emissive securities of issuers – non-residents as securities in the territory of the Republic of Belarus;

establishes the order of attestation of specialists of securities market, including the order for granting the qualification certificate of the specialist of securities market, conditions and order of suspension and termination of validity of that certificate;

determined the order for giving consent, in the instances established by this Law, to local normative legal acts of professional participants of securities market, and also to changes and additions being introduced therein;

exercises other powers assigned thereto by the Constitution of the Republic of Belarus, this Law, other laws of the Republic of Belarus and acts of the President of the Republic of Belarus.

Article 7. Powers of the National Bank of the Republic of Belarus in the sphere of securities market

The National Bank of the Republic of Belarus in the sphere of securities market:

conduct the state policy;

upon obtaining consent of the republican body of state administration carrying out the state regulation of the securities market, determined the order of issuance, circulation and redemption of securities of the National Bank of the Republic of Belarus;

requests statistical information on the securities market from the republican body of state administration carrying out the state regulation of the securities market;

exercises other functions stipulated by the Banking Code of the Republic of Belarus and other legislative acts of the Republic of Belarus.

Article 8. Powers of the republican body of state administration carrying out the state regulation of the security market

The republican body of state administration carrying out the state regulation of the securities market:

conducts the state policy in the sphere of securities market;

within the limits of its competence, carries out preparation of main directions of securities market development;

establishes requirements for the information and composition of data that must be contained in the prospectus, short information on issuance, decision on the issue (additional issue) of emissive securities, instances and order for introducing changes and additions into the prospectus;

establishes conditions and order of admission of securities of issuers – non-residents for placement and circulation in the territory of the Republic of Belarus, requirements for legal persons – non-residents having the right to carry out professional activity on securities in accordance with foreign law for their admission for trading in the trading system of the organizer of the trade in securities, including stock exchange;

develops and approves requirements for conditions and order of carrying out activity on each kind of works and services constituting professional and exchange activities on securities and also determined conditions for concurrent performance by professional participants of the securities market of professional and exchange activities with securities with other activity not referred to the professional and exchange activities with securities;

establishes the order of record keeping (record keeping and safekeeping) in the depository system of securities, record keeping of rights thereto and encumbrances (restrictions) of those rights, formation of the register of holders of securities, determined the order of establishing correspondent relations by depositories;

establishes the order of computation and limits of fluctuations of the market price of emissive securities the circulation of which is carried out on unorganized market;

carry out the licensing of professional and exchange activity on securities, forms and maintains the register of special permits (licences) to carry out professional and exchange activity on securities;

establishes qualification requirements for the head of a professional participant of the securities market (with the exception of heads of banks and non-bank credit and finance organizations) and its workers performing actions within the framework of carrying out works and services constituting professional and exchange activities on securities;

establishes requirements of financial adequacy for professional participants of securities market;

determines the order of disclosure of information on securities market;

determines the order of providing confidential information on securities market, including confidential information on deponents and data from the register of holders of securities;

determines the order of assignment of the state registration number to an issue of emissive securities, maintenance of the State register of securities containing information on registered issues (additional issues) of emissive securities, composition of information kept therein, instances and order of introduction of changes thereinto, the order of annulment of an issue of emissive securities;

establishes the order of issuing prescriptions on imposition (lifting) restrictions on disposal of securities in the case of necessity to protect interests of the Republic of Belarus, other instances determined by legislative acts of the Republic of Belarus;

sets forth parameters of demand on a security and/or offer of  a security, of the market price of the security or of volume of trading with the security the divergence from which as a result of actions mentioned in part one of Article 63 of this Law is considered an essential influence on the demand for the security and/or offer of the security, the market price of the security or the volume of trading with the security;

establishes the order for recognition of the issuance of emissive securities as unfair and of the issue (additional issue) of emissive securities as invalid, the order of suspension or prohibition of the issuance of emissive securities, and also suspends or prohibits the issuance of securities;

establishes the model forms (blank forms) of applications to be lodged in written form for the state registration of the issue (additional issue) of emissive securities, obtaining consent for a model of the specimen of the preprinted form of a security, registration of the prospectus, changes and/or additions being introduced in the prospectus, certification of the short information on the issuance, introduction of changes in the State Register of Securities;

give explanations on issues of application of this Law.

The republican body of state administration carrying out the state regulation of the securities market or, unless otherwise established by legislative acts of the Republic of Belarus, its authorized structural division carrying out executive, controlling, coordinating and regulating functions in part of the state regulation of the securities market, exercising control and supervision of issuance (handing out), circulation and redemption of securities, activities of professional participants of the securities market (hereinafter – the authorized structural division of the republican body of state administration carrying out the state regulation of the securities market):

prepares drafts of acts of legislation of the Republic of Belarus on securities;

carries out control and supervision over the issuance, circulation and redemption of securities, activities of professional participants of securities market;

carries out the state registration of issues (additional issues) of emissive securities, registration of prospectuses, changes and additions being introduced into prospectuses, certify short information on the issuance (in case of issuance of securities placed by means of an open subscription (sale)), maintains the State Register of Securities;

issues prescriptions on imposition (lifting) restrictions on disposal of securities, demands (prescriptions) in regard to persons committing violations of the legislation of the Republic of Belarus on securities, demands (prescriptions) on elimination of violations according to the form approved by the republican body of state administration carrying out  the state regulation of the securities market with setting a time limit for the elimination, and also adopts other decisions of a non-normative nature on issues referred to their competence, binding for participants of securities market;

conducts attestation of specialists of the securities market;

imposes in the established order administrative sanctions for violation of the legislation of the Republic of Belarus on securities;

suspends in the instances established by the legislative acts of the Republic of Belarus and the order determined by the republican body of state administration carrying out the state regulation of the securities market performance and/or fulfillment of transactions with securities in the trading system of the organizer of trade in securities and/or circulation of securities on unorganized market by means of issuing a prescription on suspension of trading with a certain issue of securities or with all securities of an issuer or on suspension of circulation of a certain issue of securities or with all securities of an issuer, on removal from participation in trading with securities or from participation in circulation of securities of professional participants of securities market;

carries out collection and safekeeping of reserve information on holders of shares, depo accounts of which are opened in depositories that established correspondent relations with the central depository;

gives consent to a model of the specimen of the preprinted form of a security;

considers, within the limits of their competence, in the order established by the legislation of the Republic of Belarus on applications of citizens and legal persons, applications of citizens, including individual entrepreneurs, and legal persons;

exercises other powers in accordance with this Law and other acts of legislation of the Republic of Belarus.

The republican body of state administration carrying out the state regulation of the securities market or, unless otherwise established by legislative acts of the Republic of Belarus, the authorized structural division of the republican body of state administration carrying out the state regulation of the security market is entitled to:

demand for participants of securities market to submit documents and information, including those containing personal data, constituting bank secrecy, necessary for performance of functions exercised by the republican body of state administration carrying out the state regulation of the securities market;

when carrying out control over and supervision of issuance (handing out), circulation and redemption of securities, activities of professional participants of securities market, perform inspections at the place of its location on the basis of examining documents and information, obtained in accordance with the legislation of the Republic of Belarus, (desk inspections);

exercise other powers in accordance with this Law and other acts of legislation of the Republic of Belarus.

The republican body of state administration carrying out the state regulation of the securities market is obliged to:

ensure confidentiality of the information provided thereto, with the exception of information to be disclosed in accordance with the legislation of the Republic on securities;

upon sending requests to issuers, professional participants of the securities market and self-regulated organizations of professional participants of the securities market on submitting documents and information, to substantiate the necessity of obtaining them;

ensure creation and functioning of the single information resource of the securities market with a view of organizing informational support to participants of the securities market and state bodies;

fulfill other duties in accordance with this Law and other acts of legislation of the Republic of Belarus.

SECTION II
EMISSIVE SECURITIES

CHAPTER 3
GENERAL PROVISIONS ON EMISSIVE SECURITIES

Article 9. Kinds and forms of emissive securities

Emissive securities are shares, state bonds, bonds, other kinds of securities (including derivative securities) referred to emissive securities in accordance with the legislation of the Republic on securities.

Emissive securities may be registered or bearer ones.

Emissive securities may be issued in documentary and book-entry forms.

Book-entry form of emissive securities – a form of emissive securities in which securities are issued as a set of determined records with observance of obligatory requisites. Confirmation of the right to a book-entry emissive security shall be a statement of the depo account opened for its record keeping.

Documentary form of emissive securities – a form of emissive securities in which securities are issued in the form of paper-based documents according to the established form (on preprinted forms) with observance of obligatory requisites and other requirements for preprinted forms of securities. In case of issuance of securities in documentary form, confirmation of a right to that emissive security shall be the security itself on the paper-based carrier. In case of transfer of a documentary emissive security for record keeping and safekeeping to a depository, confirmation of the right to that emissive security shall be a statement of the depo account opened by that depository for its record keeping.

Registered securities may be issued only in book-entry form, with the exception of the instances provided by the legislative acts of the Republic of Belarus. Bearer emissive securities may be issued only in documentary form.

Article 10. Obligatory requisites of emissive securities

Obligatory requisites of emissive securities are:

kind of the security;

full name and location of the issuer;

rights of the holder and duty of the issuer, certified by the emissive security;

date and state registration number of the issue, and in the instance when accordance with this Law and other legislative acts of the Republic of Belarus on securities the issued of emissive securities is not subject to state registration – identification number of the issue;

surname, proper name, patronymic (if available), place of residence or place of stay (for natural persons) or full name, place of location (for legal persons) of the holder (with the exception of cases of issuance of bearer emissive securities).

Obligatory requisites of a share in addition to those specified in part one of this Article are:

category (common (ordinary) or preferred) of the share, type (for a preferred share);

nominal value.

Obligatory requisites of a bond in addition to those specified in part one of this Article are:

nominal value;

amount of the income (order of its determination) if it is provided by issue conditions;

order and time limits of redemption and payment of the income if the payment of income is provided by the issue conditions;

number of the issue and sequential number of a bond issued in documentary form;

indication that the bond is a bearer bond (upon issuance of bearer bonds);

signatures or specimen of the signature (facsimile) of the person exercising the powers of the sole executive body or the person heading the collective executive body of the issuer (upon issuance of bonds in documentary form).

Article 11. Arising and fixation of rights to emissive securities, arising of right certified by emissive securities

Rights to emissive securities issued in book-entry form arise  from the moment of depositing those securities to the depo account of the holder (hereinafter - moment of fixation of rights to securities) in the order established by the republican body of state administration carrying out the function of the state regulation of the securities market. Rights certified by emissive securities issued in book-entry form are deemed to be arisen for their holders from the moment of fixation of rights to the mentioned securities by the depository.

Rights to documentary emissive securities, and also rights certified by those securities, are arisen from the moment of transfer of those securities to their holders.

Requirements for the transfer and restitution of rights, and also to fulfillment of duties on a documentary emissive paper, are established by the Civil Code of the Republic of Belarus and other legislative acts of the Republic of Belarus.

Fixation covers arising, transfer (transmission), change and termination of rights to book-entry emissive securities and also encumbrances (restrictions) of those rights. Fixation also covers restrictions of a public-law nature in circulation of book-entry emissive securities or in exercise of rights certified by those securities (including arrest, restriction of disposal) established by the court or another state body having respective powers in accordance with legislative acts of the Republic of Belarus.

Encumbrance of rights of the shareholder as a result of conclusion of a civil-law contract does not entail transfer of the right of possession of shares and also of rights certified thereby.

Documentary emissive securities may be the subject matter of pledge only subject to record keeping and safekeeping of such securities, rights thereto and encumbrances (restrictions) of those rights in a depository.

The right of pledge to emissive securities arises from the moment of fixation of the encumbrance by pledge of the mentioned securities by the depository.

CHAPTER 4
ISSUANCE OF EMISSIVE SECURITIES

Article 12. General provisions on issuance of emissive securities

The procedure of issuance of emissive securities, unless otherwise provided by this Law, other legislative acts of the Republic of Belarus on privatization, acts of legislation of the Republic of Belarus on securities, shall include the following stages:

adoption of a decision on the issue (additional issue) of emissive securities, and in the instances established by the legislation of the Republic of Belarus on economic companies, and its approval;

registration of the prospectus in case of issuance of bonds, and also of shares being placed through an open subscription (sale);

certification of the short information on issuance in case of issuance of emissive securities being placed through holding an open subscription (sale);

state registration of the issue (additional issue) of emissive securities or registration of the issue of emissive securities by the stock exchange or another organization authorized to register emissive securities, in the instance if in accordance with this Law and other legislative acts of the Republic of Belarus on securities, the issue (additional issue) of emissive securities is not subject to state registration;

placement of emissive securities;

submission to the republican body of state administration carrying out the state regulation of the securities market of the report on results of placement of the issue (additional issue) of securities.

Emissive securities the issue (additional issue) of which did not pass through state registration are not to be placed, unless otherwise provided by this Law and other legislative acts of the Republic of Belarus on securities.

Issuance of emissive securities may provide for placement of emissive securities by means of holding subscription or sale, and also by means of distribution among shareholders in the event of increasing the statutory fund of the joint-stock company at the expense of own capital of that company  or by other means determined by the legislation of the Republic of Belarus on securities and on privatization, and also by the foreign law in the instance of placement of shares outside of the Republic of Belarus. Subscription  to (sale of) emissive securities may be carried out in an open or close forms on an organized or unorganized markets having regard to specific features established by the legislation of the Republic of Belarus on securities.

Subscription  to (sale of) emissive securities is deemed to be open if the issuer declares it or if it meets one of the following criteria:

emissive securities are intended for placement among civil-law subjects, the range of whom is impossible to determine individually in advance;

emissive securities are offer for sale to more than fifty civil-law subjects, with the exception of the instances specified in part five of this Article.

Upon conducting a close subscription to (sale of)  emissive securities, they are placed among civil-law subjects the range of which is individually determined in advance and does not exceed fifty or among a limited range of person the order of determining which is established in accordance with the legislation of the Republic on economic companies and also in accordance with constituent documents of the issuer.

Issuance of bonds and other emissive securities by non-commercial organizations is allowed only in the instances provided by the legislative acts of the Republic of Belarus on securities.

Article 13. Decision on the issue (additional issue) of emissive securities

Decision on the issue (additional issue) of emissive securities shall be adopted, and in the instances established by the legislation of the Republic of Belarus on economic companies, and approved in the order established by the legislation of the Republic of Belarus on economic companies, and also provided by constituent documents of the issuer or established by its authorized governing body.

Decision on the issue (additional issue) of emissive securities must contain:

full name and location of the issuer;

date of adoption, and in the instances established by the legislation of the Republic of Belarus on economic companies – date of approval and the name of authorized body of the issuer that adopted (approved) the decision on the issue (additional issue) of emissive securities;

kind, category, type of emissive security in the instance if availability of the category and type arises respectively from the kind and the category of the emissive security;

indication whether emissive securities are registered or bearer ones;

rights of the holder and duty of the issuer, certified by the emissive security;

indication of the number of emissive securities in that issue (additional issue) of emissive securities;

nominal value of the emissive security in the instance if availability arises from the kind of the emissive security;

conditions of placement of emissive securities;

period of placement of emissive securities;

time limit of circulation of emissive securities and periods of payment of the income on bonds if the payment of income is stipulated by conditions of the issue, in the case of adoption of the decision on the issue of bonds;

signature of the head of the issuer or person authorized by him, chief accountant of the issuer or head of an organization or individual entrepreneur rendering services to the issuer on conducting the accounting and drawing up bookkeeping and/or financial statements, seal of the issuer.

The republican body of state administration carrying out the state regulation of the securities market may establish the need to include in the decision on the issue (additional issue) of emissive securities data not specified in part two of this Article.

Fixation covers arising, transfer (transmission), change and termination of rights to book-entry emissive securities and also encumbrances (restrictions) of those rights. In case requisites of the emissive security issued in the documentary form does not correspond to the data contained in the decision on the issue (additional issue) of emissive securities, the volume of rights certified by the emissive security is determined on the based of data contained in the decision on the issue (additional issue) of emissive securities.

Decision on the issue (additional issue) of emissive securities shall be accompanied a model of the specimen of the preprinted form of the security.

In case of issuance of emissive securities, state registration of the issue (additional issue) of which is carried out in the territory of the Republic of Belarus, and placement – in the territory of a foreign state, the decision on the issue (additional issue) of emissive securities must contain the name of the organizer of trade in securities in the trading system of which their placement will be carried out.

Decision on the issue of bonds fulfillment of obligations of the issue on which is secured by means determined by the President of the Republic of Belarus must also contain the data on the method and conditions of securing the obligations of the issuer on bonds, person providing security. Decision on the issue of bonds, in addition to persons specified in indent twelve of part two of this Article, must be also signed by the person providing security or a person authorized by him.

Composition of data on the method and conditions of securing the obligations of the issuer on bonds, person providing security, and also requirements of financial adequacy for a person are determined by the republican body of state administration carrying out the state regulation of the securities market.

Decision on the issue of bonds may contain a duty of the issue to carry out premature buyout of bonds, duty of holders of bonds to carry out their sale at the request of the issuer of those bonds and also dates of occurrence of such duties or the order of their determination.

Cases of introduction of changes in the decision on the issue (additional issue) of emissive securities and the volume of data being changed are determined by the republican body of state administration carrying out the securities market.

Article 14. State registration of the issue (additional issue) of emissive securities.  Introduction of changes into the State Register of Securities. Annulment of the issue  (part of the issue) of emissive securities

State registration of the issue (additional issue) of emissive securities – juridical act of recognition and confirmation by the state of existence of the issue (additional issue) of emissive securities being accompanied by introduction of corresponding data in the State register of securities.

The issue of emissive securities is assigned the state registration number that covers all emissive securities of that issue.

The State register of securities must contain the state registration number of the issue of emissive securities, information on registered emissive securities the state registration of the issue (additional issue) of which has been carried out in accordance with this Law, on annulment of the issue (part of the issue) of emissive securities, and also on the issuer of emissive securities in the volume determined by the republican body of state administration carrying out the state regulation of the securities market.

The following shall be submitted for the state registration of the issue (additional issue) of emissive securities:

application for the state registration of the issue (additional issue) of emissive securities;

decision on the issue (additional issue) of emissive securities;

prospectus in case of issuance of bonds, and also of shares being placed through an open subscription (sale);

short information on issuance in case of issuance of emissive securities being placed through holding an open subscription (sale);

documents confirming availability of security of fulfillment of obligations of the issuer of bonds corresponding to the requirements of the legislation of the Republic of Belarus on securities (upon state registration of the issue of bonds the fulfilment of obligations of the issuer on which are secured by means determined by the President of the Republic of Belarus, with the exception of the case of securing fulfillment of obligations on bonds by pledge);

accounting and/or financial statements being drawn up by issuers of bonds for the last reporting year and quarter preceding the quarter in the decision on the issue of obligations has been adopted (upon state registration of the issue of bonds, with the exception of the instances established by the President of the Republic of Belarus);

document confirming the payment of the state duty, with the exception of the instance of payment of the state duty by means of using the automated information system for the single settlement and information space and availability of data thereabout with indication of the number of payment;

other documents provided by legislative acts of the Republic of Belarus and/or determined by the Council of Ministers of the Republic of Belarus.

The issuer shall submit to the republican body of state administration carrying out the state regulation of the securities market documents necessary for  the state registration of the issue (additional issue) of emissive securities in one copy, with the exception of the decision on the issue (additional issue) of emissive securities, prospectus and short information on the issuance to be submitted in two copies on a paper-based carrier, and also in one copy on a digital carrier or in the form of electronic document.

For state registration of the issue (additional issue) of emissive securities, the republican body of state administration carrying out the state regulation of the securities market requests, if necessary, copies of constituent documents of the issuer, changes and/or additions therein and copy of the document confirming the state registration of the issuer in the state body that carried out the state registration of the issuer.

Changes in the State register of securities are carried out by means of introduction therein of corresponding data in the case of:

change of nominal value of the share;

consolidation or splitting of shares;

reduction of the number (annulment of a part of the issue) of emissive securities;

change of the full and/or abbreviated name of the issuer;

change of the category of shares;

change of the type of preferred shares;

recognition of the decision on the issue (additional issue) as invalid by the court;

substitution of the issuer of bonds for his successor.

The following shall be submitted for introduction of changes in the State register of securities:

application for introduction of changes in the State register of securities:;

document confirming the payment of the state duty, with the exception of the instance of payment of the state duty by means of using the automated information system for the single settlement and information space and availability of data thereabout with indication of the number of payment;

other documents provided by legislative acts of the Republic of Belarus and/or determined by the Council of Ministers of the Republic of Belarus.

For introduction of changes in the State register of securities the state regulation of the securities market requests, if necessary, copies of constituent documents of the issuer, changes and/or additions therein and copy of the document confirming the state registration of the issuer in the state body that carried out the state registration of the issuer.

The republican body of state administration carrying out the state regulation of the securities market:

is obliged to carry out the state registration of the issue (additional issue) of emissive securities, introduce changes in the State register of securities or to adopt a reasoned decision on refusal of state registration of the issue (additional issue) of emissive securities, introduction of changes in the State register of securities within fifteen days from the date of receipt of the documents submitted for the state registration of  the issue (additional issue) of emissive securities, introduction of changes in the State register of securities, and if necessary to send a request on submission of necessary documents – within thirty days from the specified date;

is entitled to perform inspection of the authenticity of data contained in the documents submitted for the state registration of  the issue (additional issue) of emissive securities, introduction of changes in the State register of securities. In that instance, running of the time limit provided by indent two of this part may be suspended for the time for conduction the inspection, but not more than for twenty days;

bears liability only for compliance of data contained in the documents submitted for the state registration of  the issue (additional issue) of emissive securities, introduction of changes in the State register of securities with requirements of the legislation of the Republic of Belarus on securities.

State registration of an additional issue of shares is carried out by means of introduction data in the State register of securities on increasing the total number of shares certifying the same volume of rights in the issue registered earlier in the State register of securities.

State registration of the issue (additional issue) of emissive securities being carried out in accordance with this Article may not be considered as a guarantee of the value of those emissive securities.

Introduction of changes in the State register of securities in connection with a reduction of the number (annulment of a part of the issue) of emissive securities is carried out by means of decreasing the total number of emissive securities certifying the same volume of rights in the issue registered earlier in the State register of securities.

Introduction of changes in the State register of securities in connection with a reduction of the number (annulment of a part of the issue) of emissive securities is carried out in the instance of:

acquisition by a joint-stock company of shares of own issuance with a view of their annulment;

buyout by a joint-stock company of shares at the request of its shareholders in the case of reorganization of that company;

reorganization of the joint-stock company in the form of splitting off one or several economic companies and/or legal persons of other organizational and legal forms from it;

premature redemption of a part of the issue of bonds;

the fact if shares transferred in disposal of a joint-stock company have not been realized within the time limit established by the legislative acts of the Republic of Belarus or the statute of that company;

recognition of the additional issue of share as invalid and prohibition of the issuance of additional issue of shares;

in other cases established by legislation of the Republic of Belarus on securities.

Annulment of the issue of emissive securities is carried out by means of its exclusion from the State register of securities in the event of:

redemption (premature redemption) of the issue of bonds;

liquidation of the joint-stock company;

reorganization of the joint-stock company in the form of merging or splitting-up, and also in the form of transformation in the economic company of other form or other kind, or in the economic partnership, production co-operative or unitary enterprise in the instances and in the order established by the legislative acts of the Republic of Belarus (in relation to shares);

reorganization of the joint-stock company in the form of its affiliation to another legal person (in relation to shares);

recognition of the issue of emissive securities as invalid and prohibition of the issuance of emissive securities;

in other cases established by legislation of the Republic of Belarus on securities.

Article 15. Grounds for refusal of the state registration of the issue (additional issue) of emissive securities, of introduction of changes in the State register of securities

Grounds for refusal of the state registration of the issue (additional issue) of emissive securities are:

violation by the issuer of requirements of legislation of the Republic of Belarus on securities or on economic companies, including availability in the documents submitted for the state registration of the issue (additional issue) of emissive securities of the data which do not comply with the conditions of issuance and circulation of emissive securities, established by the legislation of the Republic of Belarus;

incompliance of the documents submitted for the state registration of the issue (additional issue) of emissive securities and composition of the data contained therein with requirements of this Law and other acts of legislation of the Republic of Belarus on securities or on administrative procedures;

availability of inaccurate and/or incomplete data in the decision on the issue (additional issue) of emissive securities, other documents submitted for the state registration of the issue (additional issue) of emissive securities;

availability, within five years prior to the date of submission of documents for state registration of the issue of bonds, of the fact (facts) of non-fulfillment of obligations on bonds issues earlier by the issuer who submitted the documents for state registration of the issue of bonds or by the issuer, property owner or participants (with the exception of the Republic of Belarus or its administrative and territorial units) possessing more than twenty-five percent of stakes in the stakes in the statutory fund (shares), members of the board of directors (supervisory board), of the the collective executive body, person exercising the powers of the sole executive body of which was property owner or participants (with the exception of the Republic of Belarus or its administrative and territorial units) possessing more than twenty-five percent of stakes in the stakes in the statutory fund (shares), members of the board of directors (supervisory board), of the the collective executive body, person exercising the powers of the sole executive body of the issuer who submitted the documents for state registration of the issue of bonds;

other events established by the legislative acts of the Republic of Belarus.

Bases for refusal of the introduction of changes in the State register of securities are:

violation by the issuer of requirements of legislation of the Republic of Belarus on securities or on economic companies, including availability in the documents submitted for introduction of changes in the State register of securities of the data which do not comply with the requirements of the legislation of the Republic of Belarus on securities or on economic companies;

incompliance of the documents submitted for introduction of changes in the State register of securities  and composition of the data contained therein with requirements of this Law and other acts of legislation of the Republic of Belarus on securities or on administrative procedures;

other events established by the legislative acts of the Republic of Belarus.

Decision on refusal of the state registration of the issue (additional issue) of emissive securities, of introduction of changes in the State register of securities may be appealed to the court.

Article 16. Prospectus, short information on issuance

The prospectus shall be drawn up in the event of:

issuance of shares being placed by means of conducting an open subscription (sale);

issuance of bonds;

admission of emissive securities for the trading at a stock exchange.

The prospectus must be prepares with participation of a professional participant of the securities market, with the exception of cases of preparation of the prospectus by an issuer being professional participant of the securities market.

When emissive securities are placed through conducting an open subscription (sale), the issuer shall carry out preparation of a short information on the issuance and place it on the single information resource of the securities market, and also disclose by another means determined by the republican body of state administration carrying out the state regulation of the securities market, in the order and within the time limits established by that body.

The prospectus, changes and/or additions being introduced in the prospectus are subject to registration, and the short information on issuance – to certification by the republican body of state administration carrying out the state regulation of the securities market, within the time limits established by the legislation of the Republic of Belarus on administrative procedures.

Grounds for refusal of registration of the prospectus, changes and/or additions being introduced in the prospectus are:

violation by the issuer of requirements of legislation of the Republic of Belarus on securities or on economic companies, including availability in the prospectus and documents submitted for registration of the prospectus, changes and/or additions being introduced in the prospectus of inaccurate and/or incomplete data, data that do not comply with the conditions of issuance and circulation of emissive securities, established by the legislation of the Republic of Belarus;

incompliance of the documents submitted for the state registration of the prospectus, changes and/or additions being introduced in the prospectus and composition of the data contained therein with requirements of this Law and other acts of legislation of the Republic of Belarus on securities or on administrative procedures;

availability, within five years prior to the date of submission of documents for state registration of the issue of bonds, of the fact (facts) of non-fulfillment of obligations on bonds issued earlier by the issuer who submitted the documents for state registration of the issue of bonds or by the issuer, property owner or participants (with the exception of the Republic of Belarus or its administrative and territorial units) possessing more than twenty-five percent of stakes in the stakes in the statutory fund (shares), members of the board of directors (supervisory board), of the the collective executive body, person exercising the powers of the sole executive body of which was property owner or participants (with the exception of the Republic of Belarus or its administrative and territorial units) possessing more than twenty-five percent of stakes in the statutory fund (shares), members of the board of directors (supervisory board), of the the collective executive body, person exercising the powers of the sole executive body of the issuer who submitted the documents for state registration of the issue of bonds (in case of issuance of bonds;

other events established by the legislative acts of the Republic of Belarus.

The prospectus must contain:

information about the issuer;

data about financial and economic activity of the issuer, including data on accounting and/or financial reports of the issuer;

information about financial and economic state of the issuer and his entrepreneurial risks;

data about members of the board of directors (supervisory board), of the collegial executive body,person exercising the powers of the sole executive body, members of controlling bodies of the issuer, including their personal data, size of the stake of mentioned persons in the statutory fund of the issuer (portion of shares belonging to each of them in the total volume of the statutory fund of the joint-stock company) and his affiliated and dependent economic companies, and also data about affiliated and dependent economic companies of the issuer, unitary enterprises the founder of which is the issuer;

data about the owner of the property (founders, participants) of the issuer, including his (theirs) personal data, and also data about transactions of the issuer performed by him for the last reporting year and a quarter of the current year preceding the quarter in the which the decision on the issue (additional issue) of emissive securities has been adopted, in performance of which there were interested his affiliated persons (in the instance if the issuer is created in the form of economic company);

data about the audit organization or the auditor – individual entrepreneur, appraisal performer, including their personal data, professional participant of the securities market, services of which are used when the issuance is carried out, and also about other persons who signed the prospectus;

data about the order and conditions of placement of emissive securities;

numbers of current (settlement) bank accounts, including accounts in foreign currency to which the means incoming upon placement of emissive securities through holding an open subscription (sale) will be credited, name of the servicing bank (not indicated by banks);

data about emissive securities being in circulation placed by the issuer;

other data established by the republican body of state administration carrying out the state regulation of the securities market and/or determined by the issuer.

Short information about the issuance must contain general data about the issuer, issued emissive securities, data about place, time and method of familiarization with the prospectus, and also other data data established by the republican body of state administration carrying out the state regulation of the securities market and/or determined by the issuer.

Requirements for information that must be contained in the prospectus, short information about on the issuance, cases and order of introduction of changes and/or additions in the prospectus are established by the republican body of state administration carrying out the state regulation of the securities market.

Prospectus shall be signed by the head of the issuer or a person authorized by him, chief accountant of the issuer or the head of an organization or individual entrepreneur rendering services to the issuer on conducting the accounting and drawing up bookkeeping and/or financial statements, and also by a authorized person of the audit organization or auditor - individual entrepreneur, authorized person of the appraisal performer being a legal person or individual entrepreneur,  if their services have been used upon preparation of the prospectus and shall be approved by:

an authorized body of the issuer that adopted the decision on the issue;

general meeting of shareholders – when adopting a decision on increasing the statutory fund through issuance of shares being placed through conducting an open subscription to (sale of ) shares;

property owner (person authorized by him) or authorized body of the issuer – when adopting a decision on the issue of bonds.

Prospectus may, upon an agreement between the issuer and the professional participant of the securities market whose services were used for the preparation of the prospectus, be signed by the said professional participant of the securities market who confirms thereby accuracy and completeness of the information contained in the prospectus.

In the event of issuance of bonds, the fulfillment of obligations of the issuer on which is secured by the methods determined by the President of the Republic of Belarus, the person who provided such security is obliged to sign the prospectus confirming thereby the accuracy of the information about the security.

Short information shall be signed  by the head of the issuer or person authorized by him, chief accountant of the issuer or head of an organization or individual entrepreneur rendering services to the issuer on conducting the accounting and drawing up accounting and/or financial statements.

Article 17. Disclosure of information by the issuer on issuance of emissive securities when conducting open subscription (sale)

When conducting an open subscription (sale), the issuer is obliged to place on the single information resource of the securities market and also to disclose by other means determined by the republican body of state administration carrying out the state regulation of the securities market the short information on the issuance, indicating the order of access of interested persons to the prospectus.

In the event of changing data contained in the prospectus, the composition of which is determined by the republican body of state administration carrying out the state regulation of the securities market, the issuer shall, within a seven day period from the date of adoption of a decision on changing the data contained in the prospectus, notify in writing thereabout the republican body and disclose those changes in the order established by part one of this Article.

Article 18. Placement of emissive securities

Placement of emissive securities may be carried out by the issuer and/or on his instructions by a professional participant of the securities market on an organized or unorganized markets.

Number of emissive securities being place must not exceed the number specified in the decision on the issue (additional issue) of emissive securities.

The issuer may place a lesser number of emissive securities than it is indicated in the decision on the issue (additional issue) of emissive securities. Actual number of placed emissive securities shall be indicated in the report on results of the placement of the issue (additional issue) of emissive securities. The share of unplaced emissive securities upon which the issuance of emissive securities is deemed to be failed is established by the issuer in the decision on the issue (additional issue) of emissive securities and in the prospectus.

The issuer is not entitled to carry out placement of emissive securities upon expiration of the time limit provided by the decision on the issue (additional issue) of emissive securities.

Setting in the constituent documents of the issuer and/or decision on the issue (additional issuer) of emissive securities of a priority right to acquire emissive securities by some investors in comparison to other investor is prohibited with the exception of cases of:

granting a priority right on acquiring shares of additional issues to shareholders of joint-stock companies;

establish restrictions on acquisition of emissive securities by non-residents;

conducting a closed subscription to (sale of ) emissive securities;

other cases established by the legislative acts of the Republic of Belarus.

Issuers are entitled to place outside the Republic of Belarus of shares registers in the territory of the Republic of Belarus and bonds registered in the territory of the Republic of Belarus or a foreign state.

Article 19. Submission of the report on results of placement of the issue (additional issue) of emissive securities

Report on results of placement of the issue (additional issue) of emissive securities shall be submitted to the republican body of state administration carrying out the state regulation of the securities market in the order and within the time limits established by that body.

Article 20. Unfair issuance of emissive securities. Suspension, prohibition of the issuance of emissive securities. Recognition of the issuance of emissive securities as failed

Issuance of emissive securities shall be recognized as failed, and the issue (additional issue) of emissive securities as invalid if they have been carried out with violation of the order of issuance of emissive securities established by the legislation of the Republic of Belarus or on the basis of documents containing inaccurate and/or incomplete information, which constitutes a ground for suspension or prohibition of the issuance of emissive securities.

The republican body of state administration carrying out the state regulation of the securities market may suspend the issuance of emissive securities until elimination of violations within the time limit for placement of emissive securities. Renewal of the issuance of emissive securities is carried out according to a decision of the republican body of state administration carrying out the state regulation of the securities market. In the event when violation have unrecoverable nature, the republican body of state administration carrying out the state regulation of the securities market shall prohibit the issuance of emissive securities.

Recognition of the issuance of emissive securities as unfair and of the issue (additional issue) of emissive securities as invalid, suspension or prohibition of the issuance of emissive securities shall be carried out by the republican body of state administration carrying out the state regulation of the securities market not later than within one year from the date of beginning of placement of emissive securities, unless another time limit established by the President of the Republic of Belarus.

The issuer shall, on grounds established in the decision on the issue (additional issue) of emissive securities and the prospectus, to recognize the issuance of emissive securities as failed.

In the event of recognition of the issue (additional issue) of emissive securities as invalid or of the issuance of emissive securities as failed, prohibition of the issuance of emissive securities, all emissive securities of that issue (additional issue) are subject to removal from circulation and means received by the issuer from placement of the issue (additional issue) of emissive securities recognized as invalid or the issuance of which is recognized as failed shall, within a month period from the date of recognizing the issue (additional issue) of emissive securities as invalid or of the issuance of emissive securities as failed, prohibition of the issuance of emissive securities, be returned to investors.

All costs related to recognition of the issue (additional issue) of emissive securities as invalid or of the issuance of emissive securities as failed and to the return of means to investors shall be for account of the issuer.

Decisions adopted by the republican body of state administration carrying out the state regulation of the securities market on recognition of the issuance of emissive securities as unfair or on recognition of the issue (additional issue) of emissive securities as invalid, or on suspension of the issuance of emissive securities, or on prohibition of the issuance of emissive securities may be appealed to the court within six months from the day of adoption thereof.

Article 21. Specific features of issuance of shares

Shares are secured by property of the joint-stock company, with the exception of cases of founding a joint-stock company. A share is indivisible, creation of its factional parts is not allowed.

An open joint-stock company must have a worker having the qualification certificate of the securities market specialist.

A close joint-stock company must have a worker having the qualification certificate of the securities market specialist or conclude a contract with a professional participant of the securities market, stipulating rendering of consultation services on the securities market (unless rendering of consultation services is stipulated by the depository contract with the issuer).

Effect of parts two and three of this Article does not cover a joint-stock company in relation to which a decision on its liquidation has been adopted.

Placement of shares upon creation of a joint-stock company shall be carried out by means of distribution thereof among its founders (participants).

Placement of the issue (additional issue) of shares shall be carried out by means of:

distribution among shareholders in the event of increasing the statutory fund of the joint-stock company at the expense of own capital of that company;

conducting an open sale;

conducting an open or closed subscription;

other methods determined by the legislation of the Republic of Belarus on securities and on privatization, and also by the foreign law in the event of placement of shares outside the Republic of Belarus.

Open placement of the issue (additional issue) of shares may be carried out only by an open joint-stock company by means of conducting an open subscription or open sale.

Placement of the issue (additional issue) of shares by means of conducting an open subscription shall be carried out among a undetermined range of civil-law subjects through conducting a subscription on a unorganized market.

Placement of the issue (additional issue) of shares by means of conducting an open sale shall be carried out among a undetermined range of civil-law subjects through performance of sale transactions only on an organized market. In that instance open sale of shares on an organized market may be carried out both in the Republic of Belarus and outside its limits.

Placement of the issue (additional issue) of shares by means of conducting a close subscription shall be carried out through conducting a subscription  on a unorganized market among shareholders, and in a close joint-stock company – also among a limited range of persons determined by the statute of the close joint-stock company, or if the statute of the close joint-stock company does not determine the mentioned range of persons among other than shareholders of that company civil-law subjects determined by a decision of the general meeting of shareholders of the close joint-shares of the joint-stock company adopted in the order established by the legislation of the Republic of Belarus on economic companies.

Specific features of stages of the issuance of shares depending on the method of placement thereof shall be determined by the republican body of state administration carrying out state regulation of the securities market.

Upon creation of a joint-stock company, unless otherwise established by the legislative acts of the Republic of Belarus, shares shall be issued in the amount of the statutory fund declared in the statute, and upon an increase of the statutory fund of the joint-stock company or reorganization of legal persons in the forms of merger, splitting-up, splitting-off, transformation, shares shall be issued in the amount of the paid statutory fund.

Adoption and approval of a decision on the additional issue of shares by a joint-stock company is possible only after the full payment and state registration of the issue of shares issued by that company earlier.

Placement of shares at the price lower than their nominal value is not allowed, meanwhile placement of share may be carried out at the price exceeding their nominal value indicated in the decision on the issue of shares. Nominal value of share must be denominated only in the official monetary unit of the Republic of Belarus.

In the instances provided for by the antimonopoly legislation of the Republic of Belarus, when performing transactions with shares in the process of placement of the issue (additional issue) of shares it it required to obtain a consent of the antimonopoly body to performance of transactions with shares.

Investor is entitled to dispose of shares only after full payment thereof.

Article 22. Specific features of issuance of bonds

Placement of bonds may be carried out by means of conducting an open or close sale.

Placement of bonds by means of conducting a close sale shall be carried out among among civil-law subjects the range of which is individually determined in advance and does not exceed fifty by means of performance of sale transactions on a unorganized market.

Placement of bonds by means of conducting an open sale shall be carried out among an unlimited range of civil-law subjects through performance of sale transactions only on an organized and/or unorganized markets.

The issuer of bonds shall, within three months from the date of ending of the circulation period (premature redemption) of bonds, submit information on redemption (premature redemption) of bonds to the republican body of state administration carrying out the state regulation of the securities market.

Specific features of stages of the issuance of bonds depending on the method of placement thereof shall be determined by the republican body of state administration carrying out state regulation of the securities market.

Legal persons of the Republic of Belarus are entitled to carry out issuance of  secured and non-secured bonds.

The order and method of securing the fulfillment of obligations of the issuer on bonds and the instances of issuance of non-secured bonds are established by the President of the Republic of Belarus.

In case of issuance of secured bonds, the fulfilment of obligations on the bonds must be secured in the course of the full term of circulation of the obligations and also within three months after the termination of the term of circulation of the bonds of that issue, with the exception of cases of fulfilment of obligations on the bonds in full prior to the expiry of the mentioned three-month term. The order of substitution by the issuer of the security for the fulfillment of his obligations on bonds is established by the Council of Ministers of the Republic of Belarus.

Upon reorganization of the issuer of bonds in the form of merger or its affiliation to another organization, and also in the form of splitting-up, splitting-off or transformation, the substitution of the issuer of bonds with its successor shall be carried out provided that all obligations on bonds of a determined issue are transferred to one successor, and that successor is entitled to carry out the issuance of bonds.

Substitution of the issuer with its successor is carried out through entering respective changes in the decision on the issue of bonds and the prospectus, and in relation to bonds issued in a documentary form – also through substitution of bonds in the order established by the  republican body of state administration carrying out state regulation of the securities market with bonds in which the successor of the issuer of bonds is indicated as the issuer of such bonds.

Changes in the decision on the issue of bonds upon reorganization of the issuer of bonds in the part of its substitution with the successor shall be introduced in the order established by the  republican body of state administration carrying out state regulation of the securities market and enter into force from the date of ending the reorganization of the issuer of bonds.

Investor is entitled to dispose of acquired bonds only after full payment thereof, unless otherwise established by legislative acts of the Republic of Belarus.

It is prohibited to use means attracted through the issue of bonds of legal persons of the Republic of Belarus for the purposes not indicated in the decision on the issue of bonds and/or the prospectus of the issue of those bonds and also to provide loans to other legal and natural persons at the expense of the mentioned means.

Issuer of bonds is obliged to draw up interim (quarter) accounting and/or financial statements for the quarter preceding the quarter in which the decision on the issue of bonds has been adopted.

Exchange bonds shall be issued in accordance with the requirements of this Article, unless otherwise provided by Article 23 of this Law.

Article 23. Specific features of issuance of exchange bonds

Issuance of exchange bonds is carried out without state registration of their issue and also without registration of the prospectus and certification of the short information by the  republican body of state administration carrying out state regulation of the securities market.

Legal persons are entitled to carry out issuance of exchange bonds subject to observance of the conditions determined by the President of the Republic of Belarus.

Issue of exchange bonds shall be registered by the stock exchange in the order and on conditions determined by the Council of Ministers of the Republic of Belarus. The stock exchange that registered the issue of exchange bonds shall assign a information number to the issue of exchange bonds and transfer the issue of exchange bonds for centralized safekeeping in the depository system of the Republic of Belarus (hereinafter - depository system).

Placement of stock exchange bonds shall be carried out only through the stock exchange that registered the issue of exchange bonds.

The order and method of securing the fulfillment of obligations of the issuer on exchange bonds, maximum period of circulation of the exchange bonds are established by the President of the Republic of Belarus.

Report on results of placement of the issue of exchange bonds to the republican body of state administration carrying out the state regulation of the securities market shall not be submitted.

Upon reorganization of the issuer of exchange bonds in the form of merger or its affiliation to another organization, and also in the form of splitting-up, splitting-off or transformation, the substitution of the issuer of exchange bonds with its successor shall be carried out provided that all obligations on exchange bonds of a determined issue are transferred to one successor, and that successor is entitled to carry out the issuance of exchange bonds.

CHAPTER 5
CIRCULATION OF EMISSIVE SECURITIES

Article 24. Order of circulation of emissive securities

Transactions with emissive securities may be performed on an organized or unorganized markets.

Transactions with emissive securities being performed on an organized market shall be formalized as a protocol on results of trading containing information determined by the organizer of trade in securities.

Transactions with emissive securities, with the exception of bearer securities, and also in other instances established by the legislation of the Republic of Belarus on securities on an unorganized market shall be performed in a simple written form through conclusion the material conditions of which shall be:

subject matter of the contract, including kind of the emissive security with indication of its category, type of the emissive security if availability of the category and type arises respectively from the kind and the category of the emissive security), nominal value of the emissive security, full name of the legal person that carried out the issuance of emissive securities;

number of emissive securities;

price of one emissive security, unless otherwise prescribed by the civil legislation of the Republic of Belarus and the essence of the contract;

total sum of obligations under the contract;

order and the form of settlements, unless otherwise prescribed by the civil legislation of the Republic of Belarus and the essence of the contract;

other conditions determined by the legislative acts of the Republic of Belarus and by the republican body of state administration carrying out state regulation of the securities market as material conditions, and also conditions concerning which an agreement shall be reached according to a declaration of one of the parties.

The republican body of state administration carrying out state regulation of the securities market may determine obligatory requisites of contracts through conclusion of which transactions with emissive securities are performed.

Transactions with emissive securities being performed on an unorganized market are subject to obligatory registration by a broker or depository, with the exception of transactions being performed by the National Bank of the Republic of Belarus and the republican body of state administration on management of state property and other state bodies performing transactions with securities in accordance with functions imposed thereon within the limits of their competence and of other transactions in the instances established by the legislation of the Republic of Belarus on securities. Non-observance of the requirement about registration of a transaction with emissive securities being performed on an unorganized market entails its invalidity.

Transactions of sale of exchange bonds shall be performed only in the trading system of the stock exchange that registered the issue of exchange bonds.

As security for fulfilling the obligations on a transaction with emissive securities may not be bonds or letters of exchange (promissory notes) issued (handed out) by a person providing security.

In the process of circulation of bonds, the issuer is entitled, if it stipulated by the decision on the issue of bonds and the prospectus, to acquire bonds of own issuance with a view of their premature redemption or subsequent sale. Bonds acquired with a view of their premature redemption may not be offered by the issuer for sale. Bonds acquired with a view of subsequent sale may be sold by the issuer until the date of ending the period of their circulation.

Transactions with emissive securities performed with violation of requirements of this Law and other acts of legislation of the Republic of Belarus on securities or on economic companies are null and void.

Article 25. Specific features of circulation of shares

Transactions of sale with shares of open joint-stock companies being in circulation shall be performed only on an organized market, with the exception of:

transactions a party to which is the Republic of Belarus or its administrative and territorial unit;

transactions being performed in connection with the buyout by the joint-stock company of shares of that company at the request of shareholders;

transactions on acquisition by the joint-stock company of shares of that company according to a decision of the general meeting of shareholders;

sale by the joint-stock company of share of that company to an investor on conditions stipulated by the business plan of the issuer;

transactions being performed according to a decision of the President of the Republic of Belarus.

Transactions specified in indent one of part one of this Article shall be performed only by dealers or through intermediation of a broker and/or trustee. An open joint-stock company is obliged to ensure a possibility of circulation of shares issued thereby in the trading system of one of organizers of trade in securities.

Persons who disclosed in accordance with parts two – six of Article 58 of this Law information on the intention to acquire more than 50 percent of common (ordinary) shares of one open joint-stock company or a package of shares as a result of acquisition of which they will possess more than 50 percent of common (ordinary) shares of one open joint-stock company are obliged to make necessary actions for performance of transactions and are not entitled to avoid conclusion of transactions with shares of that issuer on the conditions and in  the order specified in such information.

In the instances provided by the antimonopoly legislation of the Republic of Belarus, it is required to obtain consent of the antimonopoly body for performance of transactions with shares.

Article 26. Specific features of performance of transactions with securities by professional participants of securities market

Professional participants of the securities market (dealers, brokers, trustees) shall carry sale of emissive securities among them only on the organized market, with the exception of the instances established by the legislative acts of the Republic of Belarus on securities.

Article 27. Specific features of placement and circulation of emissive securities of issuers – non-residents

Emissive securities of issuers – non-residents are admitted for circulation in the territory of the Republic of Belarus subject to simultaneous observance of the following conditions:

assignment of the International Securities Identification Number and of the Classification of Financial Instruments Code to emissive securities (issue of securities) of issuers – non-residents;

qualification of emissive securities of issuers – non-residents as securities in the territory of the Republic of Belarus in the order established by the Council of Ministers of the Republic of Belarus.

Emissive securities of issuers – non-residents are admitted for placement in the territory of the Republic of Belarus subject to simultaneous observance of the following conditions:

registration by the republican body of state administration carrying out state regulation of the securities market of the prospectus of such securities drawn up in one of the state languages of the Republic of Belarus and corresponding to requirements established by that body;

transfer of the issue (part of the issue) of emissive securities of issuers – non-residents for centralized safekeeping in the depository system;

assignment of the International Securities Identification Number and of the Classification of Financial Instruments Code to emissive securities (issue of securities) of issuers – non-residents;

availability of an agreement determining the order of interaction of the republican body of state administration carrying out state regulation of the securities market and the body (organization) regulating the securities market in the state being the founding place of the issuer – non-resident (with the exception of the instances of placement of securities of international legal persons (international organizations not being legal persons)).

Placement and/or circulation of emissive securities of issuers – non-residents may be carried out only on the organized market.

Placement of emissive securities of an issuer – non-resident in the territory of the Republic of Belarus may be suspended by the republican body of state administration carrying out state regulation of the securities market in the event of:

detection in the prospectus of the issuer – non-resident, other documents on the basis of which emissive securities of the issuer – non-resident have been admitted for placement of inaccurate and/or incomplete information;

violation by the issuer – non-resident or a broker that signed the prospectus of the issuer – non-resident or requirements of the legislation of the Republic of Belarus on securities;

receipt by the republican body of state administration carrying out state regulation of the securities market of a respective request from the body (organization) regulating the securities market in the state being the founding place of the issuer – non-resident.

SECTION III
PROFESIONAL PARTICIPANTS OF THE SECURITIES MARKET AND SELFREGULATING ORGANIZATIONS OF PROFESIONAL PARTICIPANTS OF THE SECURITIES MARKET

CHAPTER 6
PROFESIONAL PARTICIPANTS OF THE SECURITIES MARKET

Article 28. General requirements for professional participants of the securities market

The following requirements are to be met by professional participants of the securities market:

compliance of the head of a professional participant of the securities market (with the exception of heads of banks and non-bank credit and finance organizations) and its workers performing actions within the framework of carrying out works and services constituting professional and exchange activities on securities with qualifying requirements;

compliance with requirements of financial adequacy;

carry out professional and exchange activity on securities as an exclusive one (requirement does not cover banks and non-bank credit and financial organizations, stock exchanges), with the exception of cases established in part two of this Article.

Professional participants of the securities market are entitled to carry out activity not referred to professional and exchange activity on securities in case of:

carrying out investments by means specified by indents two, four and five of Article 4 of the Law of the Republic of Belarus "On Investments";

carrying out activities specified in indents two and four of part three of this Law;

placement of means in the own name on accounts and/or in deposits in the National Bank of the Republic of Belarus and other banks;

rendering consulting services related to activities on the securities market;

performance of other actions determined by the legislative acts of the Republic of Belarus, the  republican body of state administration carrying out state regulation of the securities market.

Bank, non-bank credit and financial organization shall obtain a special permit (license) for carrying out professional and exchange activity on securities after obtaining in the order established by the banking legislation of the consent of the National Bank of the Republic of Belarus for carrying out operations with securities by the bank or non-bank credit and financial organization.

Professional participants of the securities market are obliged to conduct record keeping of transactions performed thereby in accordance with the requirements established by the  republican body of state administration carrying out state regulation of the securities market.

Article 29. Specific features of licensing of professional and exchange activity on securities

Special permit (license) for carrying out professional and exchange activity on securities may be issued for simultaneous performance of several kinds of works and services constituting professional and exchange activities on securities, having regard to restrictions established by this Law and other legislative acts of the Republic of Belarus.

Article 30. Works and services constituting professional and exchange activities on securities

Professional and exchange activities on securities includes the following kinds of works and services constituting professional and exchange activities on securities:

broker activity;

dealer activity;

activity on trust management of securities;

clearing activity;

depositary activity

activity on organizing trade in securities.

Requirements for the conditions and the order of performance of each kind of works and services constituting professional and exchange activities on securities are established by the republican body of state administration carrying out state regulation of the securities market in accordance with provisions of this Law.

Professional and exchange activity on securities does not include:

acquisition of securities with a view of receiving income in the form of interest and/or discount or dividend;

purchase and sale by legal persons not being professional participants of the securities market of securities with intermediation of professional participant of the securities market (in accordance with the contract with a contracts of agency, commission or trust management);

issuance by legal persons of emissive securities;

performance of transactions with securities by the National Bank of the Republic of Belarus and other  state bodies in accordance with functions imposed thereon within the limits of their competence determined in the established order, and also carrying out by them of works and services connected with such transactions and/or exercising of rights certified by securities;

performance of other actions with securities determined by the  republican body of state administration carrying out state regulation of the securities market.

Actions within the framework of carrying out works and services constituting professional and exchange activities on securities may be performed only a worker of a professional participant of the securities market, being in labour relationship therewith and having the qualification certificate of the specialist of securities market.

Article 31. Broker activity

Broker activity – performance by a professional participant of the securities market of transactions with securities in the name and at the costs of the customer or in the own name and at the cost of the customer on the basis of for-compensation contracts of agency or commission with the customer. In that instance mentioned transactions with securities in the trading system of a stock exchange, a professional participant of the securities market is entitled to perform only on the basis of a contract of commission. Such contracts of agency and commission are governed by provisions of the civil legislation of the Republic of Belarus on a public contract.

Professional participant of the securities market carrying out broker activity is referred to as broker.

A broker is obliged to fulfil orders of a customer in the order of their receipt in full accordance with received instructions of the customer. Transactions with securities being performed by the broker on behalf and in the interests of the customer are subject to priority performance in comparison with transactions being performed by the professional participant of the securities market within the framework of dealer activity (upon simultaneous carrying out broker and dealer activities).

Material conditions of contracts on the basis of which a broker performs transactions with securities on on behalf and in the interests of a customer shall be:

subject matter of the contract, including kind of the security with indication of its category, type (if availability of the category and type arises respectively from the kind and the category of the security), nominal value of the security, full name of the legal person that carried out the issuance (handing out) of securities;

number of securities;

limits (minimum and/or maximum) of the price and/or earning power of transactions or the order of determining them, under which performance of transactions is possible;

amount of the remuneration of the broker, order and the form of settlements, unless otherwise prescribed by the civil legislation of the Republic of Belarus and the essence of the contract;

liability of the parties in the event of non-execution or undue execution by them of their obligations;

time limits, form and order of submitting by the broker of a report on execution of the contract to the customer;

other conditions determined by the legislative acts of the Republic of Belarus and by the republican body of state administration carrying out state regulation of the securities market as material conditions, and also conditions concerning which an agreement shall be reached according to a declaration of one of the parties.

The republican body of state administration carrying out state regulation of the securities market may determine obligatory requisites of contracts on the basis of which the broker performs transactions with securities on behalf and in the interests of the customer.

In instances not contradicting the civil legislation of the Republic of Belarus, unless otherwise provided by contracts of agency or commission, the broker has the right to retain from monetary means of the customer at his disposal remuneration due to him under the contract of agency or commission. Other use of monetary means of the customer by the broker, being on his accounts, without order of the customer is not allowed, except for cases specially agreed in contracts of agency or commission.

Monetary means of the customer received by the broker (with the exception of banks) for execution of a contract of agency or commission concluded in accordance with the civil legislation of the Republic of Belarus are subject to be credited  to a separate sub-account the special regime of functioning of which is determined by the National Bank of the Republic of Belarus with consent of the republican body of state administration carrying out state regulation of the securities market.

It is not allowed that broker uses securities of the customer in the period of their stay at him without respective order of the customer, except for cases specially agreed in contracts of agency or commission.

In the order established by the republican body of state administration carrying out state regulation of the securities market, the broker is entitled to give loan to the customer with monetary means or securities for performance of transactions of sale of securities provided that the customer pledges securities belonging to the customer and/or acquired by the broker for the customer under margin transactions. Margin transactions are considered to be transactions performed with using monetary means and/or securities given in loan by the broker.

Article 32. Dealer activity

Dealer activity – performance by a professional participant of the securities market of transactions with securities in the own name and at own account with the right to simultaneously purchase and sell securities, including on conditions of a public offer, with a commitment to buy those securities at the price declared by him earlier in the public offer.

Professional participant of the securities market carrying out dealer activity is referred to as dealer.

Public offer announce by the dealer must contain conditions of purchase (sale) of securities, price and period within which that price is not changed.

Article 33. Activity on trust management of securities

Activity on trust management of securities – activity being carried out by a professional participant of the securities market in his own name for remuneration within a determined period  with following items transferred to him in trust management and belonging to another person (trustor):

securities;

monetary means intended for acquisition of securities with a view of subsequent trust management of those securities;

monetary means and securities being received in the process of trust management of those securities.

Activity on trust management of securities may be carried out both in the interests of the trustor and in the interests of third persons indicated by the trustor.

Professional participant of the securities market carrying out activity on trust management of securities is referred to as trustee.

Trustee may not be simultaneously beneficiary under the contract of trust management of securities.

Trust management of securities may be carried out in the form of:

full trust management under which trustee performs legal and actual actions with securities being in the trust management on his own will within the limits of the contract with subsequent notification of the trustor about each action made, unless otherwise established by the contract;

trust management under agreement under which each legal action and each actual action with securities being the trust management are made by the trust manager after agreeing his action in writing with the trustor or another person stipulated by the contract;

trust management under order under which each legal action and each actual action with securities being the trust management are made by the trust manager on the basis of an order exclusively according to an instruction of the trustor or another person stipulated by the contract.

The order of carrying out activity on trust management of securities, rights and duties of the trustee are determined by the civil legislation of the Republic of Belarus and contracts of trust management of securities.

Material conditions of the contract of trust management of securities shall be:

subject matter of the contract, including kind of the security with indication of its category, type (if availability of the category and type arises respectively from the kind and the category of the security), nominal value of the security, full name of the legal person that carried out the issuance (handing out) of securities;

number of securities;

limits of using securities transferred in trust management, form of carrying out trust management;

rights and duties of the parties;

amount of the remuneration of the trustee, order and the form of settlements, unless otherwise prescribed by the civil legislation of the Republic of Belarus and the essence of the contract;

liability of the parties in the event of non-execution or undue execution by them of their obligations;

validity period of the contract;

other conditions determined by the legislative acts of the Republic of Belarus and by the republican body of state administration carrying out state regulation of the securities market as material conditions, and also conditions concerning which an agreement shall be reached according to a declaration of one of the parties.

The republican body of state administration carrying out state regulation of the securities market may determine obligatory requisites of contracts of trust management of securities.

Monetary means of the trustor received by the trustee (with the exception of banks) for execution of a contract of trust management of securities are subject to be credited  to a separate sub-account the special regime of functioning of which is determined by the National Bank of the Republic of Belarus with consent of the republican body of state administration carrying out state regulation of the securities market.

The trustee is entitled to carry out activity of the managing organizations of thee investment fund.

Article 34. Clearing activity

Clearing activity – activity of a professional participant of the securities market on determining obligations and claims on transactions of sale of securities (collection, verification, correction of information on transactions with securities, preparation of settlement documents for them) for ensuring settlements on transfer of securities and monetary means.

Professional participant of the securities market carrying out dealer activity is referred to as clearing organization.

Professional participants of the securities market using services of a clearing organization are referred to as clearing participants and conclude a contract on rendering services by clearing organization.

Clearing activity may be carried out by banks, non-bank credit and financial organizations and organizers of trade in securities.

Clearing organization shall:

upon obtaining consent of the National Bank of the Republic of Belarus and the republican body of state administration carrying out state regulation of the securities market, develop and approve conditions of carrying out clearing activity which shall be indicated in contract on rendering services of the clearing organization;

maintain separate record keeping of obligations of each clearing participant;

with a view of minimizing risks of non-fulfillment of obligations on transactions with securities, is entitled to create guarantee funds at the expense of its own means, contributions of clearing participants, other sources not prohibited by the legislation of the Republic of Belarus.

The order of formation, record keeping and use of guarantee funds of a clearing organization shall be established by the clearing organization upon obtaining consent of the republican body of state administration carrying out state regulation of the securities market. As means of guarantee funds of the clearing organization may be monetary means and securities.

Article 35. Depositary activity

Depositary activity – activity of a professional participant of the securities market on rendering, in accordance with legislation of the Republic of Belarus on securities, services on record keeping of securities, rights thereto and encumbrances (restrictions) of those rights through maintaining a system of records about the deponent and securities, safekeeping of documentary securities, and also on carrying out transfers (debiting, crediting) of securities on depo accounts.

The order of carrying out depository activity in the territory of the Republic of Belarus is determined this Law and other acts of legislation of the Republic of Belarus.

In the case of combining depository activities with other types of work and services that constitute professional and stock exchange activities in securities, as well as with the activities of the specialized depository of the investment fund, a separate structural subdivision shall be established for the implementation of the depository activities.

Article 36. Activity on organizing trade in securities

Activity on organizing trade in securities – activity of a professional participant of the securities market on rendering services facilitating performance of transactions with securities among professional participants of the securities market, legal persons – non-residents, having the right to carry out professional activity on securities in accordance with foreign law and/or through intermediation thereof through organizing and conducting trading with securities according to rules established by the organizer of trade in securities.

Professional participant of the securities market carrying out activity on organizing trade in securities is referred to as organizer of trade in securities.

In case of concurrent carrying out activity on organizing trade in securities and other kinds of works and services constituting professional and exchange activities on securities, a separate structural division must be created for carrying out activity on organizing trade in securities.

Organizer of trade in securities shall develop the following local normative legal acts in accordance with which it shall carry out its activity:

rules and/or another document regulating the order of trade in securities;

order of admission of participants for trading and exclusion from the trading participants;

rules of admission of securities for trading;

rules restricting actions (omission) of participants on maximum prices.

The organizer of trade in securities shall establish rules for inclusion of security in the quotation list and exclusion therefrom. Securities that have not passed the listing may be subject matter of transactions in trading in the order stipulated by the rules of admission of securities for trading established by the organizer of trade in securities.

Local normative legal acts of the organizer of trade in securities specified in part four of this Article and also changes and/or additions being introduced therein are subject to be consented prior to their adoption (approval) of the organizer of trade in securities by the republican body of state administration carrying out state regulation of the securities market in the order established by the Council of Ministers of the Republic of Belarus.

The organizer of trade in securities is obliged to:

ensure access to his local normative legal acts and also to the quotation list of any interested person;

ensure a possibility for interested persons to receive data about prices, including market prices computed in the order established by the republican body of state administration carrying out state regulation of the securities market for emissive securities on the organized market of securities within one hundred eighty calendar days, if those emissive securities are admitted for trading in the trading system of the organizer of trade in securities;

notify participants of trading about the place and time of conducting trading, quotation list, results of trading sessions, and also submit other information related to trading of securities;

submit information about transactions performed using his services, and also information on securities admitted for trading in the order and within the time limits established by the republican body of state administration carrying out state regulation of the securities market ;

create and ensure functioning of a system of control over transactions with securities with a view of detecting violations of the legislation of the Republic of Belarus by professional participants of the securities market;

provide any interested person with information on  a transaction performed in the trading system of the organizer of trade in securities with indication of:

date of performance of the transaction;

kind of securities being subject matter of the transaction;

state registration number of the issue, and in the instance when accordance with this Law and other legislative acts of the Republic of Belarus on securities the issue of bonds is not subject to state registration – identification number of the issue;

price of one security;

number of securities being subject matter of the transaction.

Information on transactions performed with the use of services of the organizer of trade in securities, and also that contained in information on transactions with securities performed in the unorganized market, submitted to him in accordance with legislation of the Republic of Belarus on securities, with the exception of information specified in indents eight – twelve of part seven of this Article shall be referred to insider information.

For heads and workers of the organizer of trade in securities, participants admitted by the organizer of trade in securities for trading are effective restrictions established by Article 40 of this Law.

CHAPTER 7
STOCK EXCHANGE

Article 37. Stock exchange

Stock exchange – organizer of trade in securities created in the form of open joint stock company, rendering services related to ensuring necessary conditions for performance of transactions of sale of financial assets, including emissive securities (with the exception of shares of close joint-stock companies).

Name of an organizer of trade being stock exchange must contain the words "stock exchange".

Creation and termination of activity of a stock exchange shall be carried out in the order established by the legislation of the Republic of Belarus on economic companies, having regard to specific features determined by legislation of the Republic of Belarus on securities.

Regarding organizer of trade in securities being a stock exchange, the republican body of state administration carrying out state regulation of the securities market shall establish special requirements of financial adequacy.

One shareholder of a stock exchange and its affiliated persons may not have 20 and more percent of common (ordinary) shares issued by that stock exchange. Provisions of that part do not cover the National Bank of the Republic of Belarus and other state bodies, and also shareholders – legal persons being stock exchanges.

Article 38. Organization of activity of stock exchange

A stock exchange shall render services related to ensuring necessary conditions for performance of transactions of sale of financial assets, including emissive securities (with the exception of shares of close joint-stock companies) among professional participants of the securities market, legal persons – non-residents having the right to carry out professional activity on securities in accordance with foreign law, and also of transaction a party to which is the National Bank of the Republic of Belarus, the republican body of state administration on management of state property and other state bodies performing transactions with securities in accordance with functions imposed thereon.

A stock exchange is entitled to carry out concurrently its activity and activity of currency exchange, commodity exchange, clearing activity, activity on dissemination of information, other kinds of activity related to fulfilment of its functions on organizing and holding trading.

A stock exchange does not have the right to be engaged in activity not related to fulfilment of its functions on organizing and holding trading, with the exception of entrepreneurial activity not referred to professional and exchange activity on securities, in case of:

carrying out investments by methods provided by indents two, four and five of Article 4 of the Law of the Republic of Belarus "On Investments";

carrying out activities specified in indents two and four of part three of this Law;

placement of means in the own name on accounts and/or in deposits in the National Bank of the Republic of Belarus and other banks;

rendering consulting services related to activities on organizing trade in securities;

performance of other actions determined by the legislative acts of the Republic of Belarus, the  republican body of state administration carrying out state regulation of the securities market.

In case of concurrent carrying out activity of stock exchange and activity of currency exchange and/or commodity exchange, and/or clearing activity, a separate structural division must be created for each or the mentioned kinds of activities.

Stock exchange must carry out permanent control over transactions being performed at the stock exchange in the order and according to criteria established by the republican body of state administration carrying out state regulation of the securities market and local normative legal acts of the stock exchange agreed with the republican body of state administration carrying out state regulation of the securities market.

Stock exchange is entitled to establish the amount and the order of charging trading participants with dues and other payments for services rendered thereby, and also the amount of the order of collection of fines for violation of the rules established by it.

With a view of minimizing risks of non-fulfillment of obligations on transactions with securities, stock exchange is entitled to create guarantee funds at the expense of its own means, contributions of trading participants, other sources not prohibited by the legislation of the Republic of Belarus. The order of formation, record keeping and use of guarantee funds of a stock exchange shall be established by the stock exchange upon obtaining consent of the republican body of state administration carrying out state regulation of the securities market. As means of guarantee funds of the stock exchange may be monetary means and securities.

Article 39. Participants of trading at the stock exchange

Unless otherwise established by the legislative acts of the Republic of Belarus, participants of trading at the stock exchange may be brokers, dealers, trustees, legal persons – non-residents having the right to carry out professional activity on securities in accordance with foreign law, meeting the requirements established by by the republican body of state administration carrying out state regulation of the securities market and admitted by the stock exchange for trading, and also the National Bank of the Republic of Belarus, the republican body of state administration on management of state property and other state bodies performing transactions with securities in accordance with functions imposed thereon. Participants of trading at the stock exchange have equal rights. Transfer of the right to participate in trading at the stock exchange to third persons is not allowed.

Persons not admitted for trading, with the exception of the National Bank of the Republic of Belarus, the republican body of state administration on management of state property and other state bodies performing transactions with securities in accordance with functions imposed thereon, may perform operation at the stock exchange through intermediation of brokers and/or trustees, admitted by the stock exchange for trading.

Stock exchange is not entitled to participate in own trading, except for cases of placement through the stock exchange or purchase-sale of shares, the issuer of which it is, and also of other cases established by the republican body of state administration carrying out state regulation of the securities market.

Article 40. Restrictions established in regard to heads and workers of the stock exchange, professional participant of the securities market admitted by the stock exchange for trading

Heads and workers of the stock exchange may not be members of the board of directors (supervisory council), collegial executive body of the issuer, persons exercising the powers of the sole executive body of the issuer, securities of which are included in the quotation list of the stock exchange, be in labour relationships therewith or be the property owner (founders, participants) of such issuer.

Heads and workers of the stock exchange are not entitled to use information on securities, issuers or transactions performed at the stock exchange, with the exception of information specified in part seven of Article36 of this Law, for personal purposes or to transfer to third persons with the exception of the instances provided by this Law and other legislative acts of the Republic of Belarus.

A natural person to whom belong shares (stake in the statutory fund) of a professional participant of the securities market admitted by the stock exchange for trading may not be head or worker of another professional participant of the securities market admitted by that stock exchange for trading.

Article 41. Admission of securities for trading at a stock exchange

Unless otherwise established by the legislative acts of the Republic of Belarus, for trading at the stock exchange, after passing the listing, are admitted:

emissive securities the issue (additional issue) of which is registered in the order established by Articles 14 and 23 of this Law, subject to drawing up the prospectus and its registration, with the exception of the instance established by part one of Article 23 of this Law;

emissive securities of issuers – non-residents admitted for placement and/or circulation in the territory of the Republic of Belarus in accordance with Article 27 of this Law.

Emissive securities may be admitted for trading at the stock exchange without passing the listing in accordance with the rules of admission of securities for trading.

CHAPTER 8
DEPOSTORY SYSTEM AND DEPOSITORY ACTIVITY

Article 42. Securities in relation to which depository activity is carried out

Depository activity shall, unless otherwise established by the legislative acts of the Republic of Belarus, be carried out in relation to the following securities:

shares;

bonds;

state bonds;

book-entry mortgage bonds.

Record keeping of rights to securities the issuer of which is a legal person of the Republic of Belarus, with the exception of shares being in the ownership of the Republic of Belarus, including in the economic management of republican unitary enterprises, or its administrative and territorial units, including in the economic management of communal unitary enterprises, and bonds the issuance and placement of which are carried out outside the Republic of Belarus shall be carried out by depositories (depositories – non-residents) that established correspondent relations with the central depository.

Article 43. Confidential information about the deponent. Data entered in the register of securities holders

Confidential information about the deponent includes data about the deponent (name and place of location (for legal persons) or surname, own name, patronymic (if available), place of residence or places of stay (for natural persons)), state of the depo account of the deponent and about operations of the deponent on the depo account.

Data constituting confidential information about the deponent is secret protected by the legislative acts of the Republic of Belarus.

Unless otherwise established by the President of the Republic of Belarus, treaties of the Republic of Belarus, data constituting confidential information about the deponent are provided by the depository to the deponent, its representatives upon availability of their respective powers, audit organizations (auditors – individual entrepreneurs) rendering audit services to the deponent. In the instances provided by the legislative acts of the Republic of Belarus, data constituting confidential information about the deponent are also provided to:

judges (courts) on cases being in their proceedings, and also on execution documents;

bodies of enforcement of court resolutions and other execution documents on court resolutions and other execution documents being in their proceedings;

a public prosecutor or his deputy;

upon a sanction of the public prosecutor or its deputy, bodies of inquiry and preliminary investigation on material being under their consideration or criminal cases being in their proceedings;

bodies of the Committee of State Control of the Republic of Belarus;

tax and customs bodies;

notaries for execution of notarial actions in relation to securities of the deponent;

the republican body of state administration carrying out the state regulation of the securities market or its authorized structural division;

issuer of securities in the form of register of securities of that issuer, and also, if it is stipulated by the depository contract with the issuer, of list of persons having the right to participate in the general meeting of shareholders, list of securities holders (list of shareholders) having the right to receive incomes on securities, including dividends, and monetary means upon redemption of securities of the issuer;

other legal or natural persons.

The order of providing confidential information about the deponent is determined by the republican body of state administration carrying out state regulation of the securities market.

Depositories shall submit confidential information about depositors in the part of their securities encumbered by pledge obligations to the central depositary  for subsequent submission  of that information within the integrated information resource about the property the rights to which are encumbered by pledge obligations to banks, non-bank credit-financial and leasing organizations in the order determined by the Council of Ministers of the Republic of Belarus.

The central depository, depositories, officials thereof and other workers, other persons having (who had) access to confidential information about the depositor by virtue of a civil-law contract, and also persons having (who had) access to confidential information about the depositor due to their positions, are not entitled to transfer such information to third persons, with the exception of the instances established by this Law and other legislative acts of the Republic of Belarus, or to use it otherwise for personal purposes.

Issuers are obliged to take measures on providing protection of the data entered to the register of securities holders, and are entitled to provide such data only to the audit organization or auditor - individual entrepreneur, rendering audit services to the issuer, state bodies, legal persons or natural persons in cases provided by the legislative acts of the Republic of Belarus, in particular, to courts (judges) on the cases under their consideration, to public prosecutor (deputy public prosecutor), or, subject to the sanction of the public prosecutor (deputy public prosecutor), to bodies of inquiry or preliminary investigation on material being under their consideration or on criminal cases being in their proceedings, bodies of the Committee of State Control, tax bodies, notaries - for fulfilment of notarial acts, the republican body of state administration carrying out the state regulation of the securities market.

Persons, including officials of state bodies and other state organizations, indicated in part one of this sub-clause, as well as persons which make part of collegial governing bodies and control bodies of the issuer, and other persons who have (had), ex officio or in virtue of labour relations or a civil-law contract, the access to the data entered into the register of securities holders are not entitled to transfer such data to third persons, with the exception of the instances established by the legislative acts of the Republic of Belarus, or use them otherwise for personal purposes.

Issuers are obliged to work with the register of securities holders in accordance with the rules of procedure approved by those issuers with regard to requirements determined by the republican body of state administration carrying out the state regulation of the securities market.

Person specified in parts six–eight of this Article shall, in the event of disclosure of the confidential information about the depositor, or of data entered in the register of securities holders, bear liability in accordance with the legislative acts of the Republic of Belarus.

Article 44. Depository system

Depository system is a two-tier system and includes the central depository and depositories that established correspondent relations with the central depository.

Inclusion of a depository in the depository system is carried out by means of assigning it by the central depository a registration code that is to be annulled upon termination of activities of the depository.

Depository shall establish correspondent relations only with the central depository, unless otherwise established by the legislative acts of the Republic of Belarus.

The central depository shall, upon obtaining consent of the republican body of state administration carrying out state regulation of the securities market, establish correspondent relations with depositories – non-residents in the order and on conditions determined by that body.

Article 45. Central depository

Fulfillment of functions of the central depository is imposed on an organization determined by the President of the Republic of Belarus.

Activity of the central depository is regulated by this Law and other acts of legislation of the Republic of Belarus on securities.

Article 46. Functions of the central depository

Principal functions of the central depository, unless otherwise established by the President of the Republic of Belarus, are:

acceptance for centralized record keeping (record keeping and safekeeping) in the depository system of securities (issues of securities) that passed the registration (state registration) in the order established by the legislation of the Republic of Belarus on securities;

control over total number of securities of each issue being in the centralized record keeping (record keeping and safekeeping) in the depository system;

formation and maintenance of single directories of the depository system;

opening correspondent depo accounts for depositories and carrying out transfer of securities on those accounts;

ensuring record keeping of securities of the issuers being  placed (circulated) outside the Republic of Belarus and of securities of issuers – non-residents being place (circulated) in the territory of the Republic of Belarus;

record keeping of rights to shares being in the ownership of the Republic of Belarus, including in the economic management of republican unitary enterprises, or of its administrative and territorial units, including in the economic management of communal unitary enterprises;

providing consultative and methodological assistance to depositories on organizing depository activity;

assignment of national and international identification codes to securities (issues of securities);

establishing correspondent relation with depositories – non-residents;

other functions in accordance with the legislation of the Republic of Belarus.

The central depository is entitled to render to issuers and other persons obliged to disclose information in accordance with the legislation of the Republic on securities services on their disclosing information.

The central depository may exercise functions of a depository.

Article 47. Relationships of the central depository with state bodies

Control over and supervision of the activity of the central depository is carried out by the republican body of state administration carrying out the state regulation of the securities market or its authorized structural division, bodies of the Committee of State Control of the Republic of Belarus, in the order provided by the legislative acts of the Republic of Belarus.

The central depository shall submit, in the order and within the time limits established by the republican body of state administration carrying out the state regulation of the securities market, reports on results of its activity to that body or to its authorized structural division.

The central depository is entitled to introduce in the the republican body of state administration carrying out the state regulation of the securities market proposals on improvement and development of the depository system.

Article 48. Relationships of the depository with depositors

Depository shall interact with depositors on the basis of concluded contracts. Conclusion of a contract does not entail transfer of the ownership or another real right to securities of the depositor to the depository.

A contract under which one party (depository) undertakes to open depo account for the other party, ensure record keeping of securities of the depositor, rights thereto and encumbrances (restrictions) of those rights, safekeeping of documentary securities, and also carrying out transfers (debiting, crediting) of securities of the depositor on depo accounts for remuneration is a depository contract. A depository contract is governed by provisions of the civil legislation of the Republic of Belarus on a public contract.

The material conditions of a depository contract are:

subject matter of the contract;

rights and duties of the parties;

order of transfer by the depositor to the depository of instructions on disposal of securities of the depositor that are recorded (stored) in the depository;

time limit for fulfillment by the depository of instructions of the depositor;

validity term of the contract, grounds and order of its modification and rescission;

order and form of submitssion by the depository of reports to the depositor;

amount of the remuneration of the depository, order and the form of settlements, unless otherwise prescribed by the civil legislation of the Republic of Belarus and the essence of the contract;

liability of the parties in the event of non-execution or undue execution by them of their obligations;

other conditions determined by the legislative acts of the Republic of Belarus and by the republican body of state administration carrying out state regulation of the securities market as material conditions, and also conditions concerning which an agreement shall be reached according to a declaration of one of the parties.

The republican body of state administration carrying out state regulation of the securities market may determine obligatory requisites of the depository contract.

A depository that opened a depo account, with the exception of an accumulation depo account, shall hand out a certificate on opening the depo account to the depositor.

A depository contract with the issuer, along with conditions specified in part three of this Article, must contain the following material conditions:

duty of the depository to form a register of the securities holders and the order of its transfer to the depositor;

duty of the depository on opening accumulation depo accounts for holders of securities of the issuer in the instances established by the legislation of the Republic of Belarus on securities;

order and time limits of the transfer by the issuer to the depository of documents for opening accumulation depo accounts and crediting of securities of the issuer to those accounts.

A depository contract with the issuer may contain an obligation of the depository on posting incomes on securities and monetary means upon redemption of securities of the issuer. Operations connected with payment of incomes and redemption of securities shall be carried out on an order of the depositor by banks, non-bank credit and financial organizations.

Opening of an accumulation depo account in the depository shall be carried out on the basis of a depository contract with the issuer to the holder of securities of the issuer without conclusion of a depository contract with that holder is allowed in the event of:

distribution of shares among founders of the joint-stock company upon its creation;

acquisition of shares upon creation of joint-stock companies in the process of transformation of leaseholding and collective (people's) enterprises , state enterprises, state unitary enterprises and in the process of privatization of leaseholding enterprises;

placement of shares by means of conducting an open or close subscription to shares or open sale of shares;

placement by the joint-stock company of the additional issue of shares by means of their distribution among shareholders in the case of reorganization;

in other cases established by the republican body of state administration carrying out state regulation of the securities market.

Upon termination of activity of the depository, securities of the depositor shall, on its order, be transferred in another depository on a depo account. In the absence of an order of the depositor for transfer of securities, the depository is obliged to carry out the transfer of securities of the depositor to the central depository in the order established by the republican body of state administration carrying out the state regulation of the securities market.

Article 49. Rights and duties of the depositor

Depositor,  unless otherwise stipulated by legislative acts:

is entitled to:

dispose of securities being on its depo account;

give instructions on performance of operations on its depo account to the depository. Instructions on transfers of securities encumbered with obligations before third parties, securities being under arrest, and also of securities in regard to which the republican body of state administration carrying out the state regulation of the securities market or its authorized structural division issued a prescription on imposing restrictions on disposal of securities, may be given only upon presentation of documents confirming the end of encumbrances of securities with obligations, lifting of the arrest, restrictions on disposal of securities;

receive from the depository depo account statements, statements on operations on the depo account and report in accordance with conditions of the depository contract and the legislation of the Republic of Belarus on securities;

exercise other duties provided for by the legislation of the Republic of Belarus and the depository contract;

is obliged to:

notify the depository about termination or about modification of powers of its authorized person;

notify the depository about changes of data necessary for organizing the depository record keeping (record keeping and safekeeping) of securities in accordance with conditions of the depository contract and the legislation of the Republic of Belarus on securities, including about change of the surname, own name, patronymic (if available), place of residence or place of stay (for natural persons) or about change of the name, place of location (for legal persons);

notify the depository about the adopted decision on reorganization or on liquidation;

exercise other duties provided for by the legislation of the Republic of Belarus and the depository contract.

Article 50. Rights and duties of the depository

Depository, unless otherwise stipulated by legislative acts:

is entitled to:

carry out record keeping of rights certified by a security;

carry out registration of transactions with emissive securities, being performed on an unorganized market;

carry out transfer of issues of securities from a documentary form into a book-entry form in accordance with the legislation of the Republic on securities;

carry transfer of information connected with possession of a security from the issuer to the depositor and from the depositor to the issuer, and also to render other services connected with facilitating in exercise of rights on securities by the depositor;

request from the depositor to submit documents necessary for exercise of duties the depository under a depository contract;

organize, on instructions of a person with which the depository contract with the issuer is concluded, posting of incomes on securities and monetary means upon redemption of securities of the issuer;

transfer securities of the depositor accepted for record keeping (record keeping and safekeeping) in pledge in the instance when for securing fulfillment of obligations of the depositor on the basis of a separate contract with him securities of that depositor are being transferred in pledge;

carry out activity of the specialized depository of the investment fund;

exercise other duties provided for by the legislation of the Republic of Belarus and the depository contracts;

do not have the right to:

transfer without instructions of the depositor of securities being on record and stored in the depository into management to third persons;

secure fulfillment of own obligations or obligations of third persons with securities of the depositor accepted for record keeping (record keeping and safekeeping),  including to transfer them in pledge, with the exception of the cases specified in indent nine of this Article;

carry out professional and exchange activities on securities on the securities market (except for depository activity, activity on trust management of securities, broker activity in the part of selling securities of the depositor through the trading system of the stock exchange or placement of securities issued by the depositor) with shares of a joint-stock company with which a depository contract with depositor has been concluded, unless otherwise established by the President of the Republic of Belarus;

have in ownership (economic management) shares of a joint-stock company with which a depository contract with depositor has been concluded;

demand from the depositor to include conditions restricting the right of ownership or another real right of the depositor to the depositor and contradicting the legislation of the Republic of Belarus in the depository contract;

are obliged to:

carry out depository activity in accordance this Law and other acts of legislation of the Republic of Belarus on securities;

ensure safekeeping of documents, including record registers, in accordance with the legislation of the Republic of Belarus on securities;

acquaint the securities holder with the order of record keeping (record keeping and safekeeping) of securities in the depository and general conditions of carrying out depository activity provided by the legislation of the Republic of Belarus on securities prior to conclusion of the depository contract;

carry out record keeping of rights to securities, encumbrances (restrictions) of those rights by the close (with indication of their series and numbers (range of numbers)) or open method (without indication of their series and numbers (range of numbers)). The method of record keeping in the depository system of rights to securities, encumbrances (restrictions) of those rights is determined by the republican body of state administration carrying out state regulation of the securities market;

carry out transfers (debiting, crediting) of securities of the depositor on depo accounts on instructions of the depositor, and also in other instances provided for by the legislation of the Republic of Belarus;

form the register of securities holders in the instances provided for by the legislation of the Republic of Belarus on securities and the depository contract with issuer;

hand out to the depositor or his authorized person depo account statements, statements on operations on his depo account, submit reports in accordance with conditions of the depository contract and the legislation of the Republic of Belarus on securities;

ensure safekeeping of documentary securities in accordance with the legislation of the Republic of Belarus on securities;

take measures on ensuring protection of confidential information on the depositor, and also data entered in the register of securities holders;

fulfill other duties provided for by this Law, other acts of legislation of the Republic of Belarus and depository contracts.

Article 51. Liability of depository

Depository bears liability in accordance with this Law and other legislative acts of the Republic of Belarus for non-fulfillment or improper fulfillment of obligations provided by this Law, other acts of legislation of the Republic of Belarus and a depository contract.

In case of non-fulfillment or improper fulfillment of obligations provided by this Law, other acts of legislation of the Republic of Belarus and a depository contract, depository if obliged to reimburse demages inflicted on the depository in accordance with the civil legislation of the Republic of Belarus.

CHAPTER 9
SELF-REGULATED ORGANIZATIONS OF PROFESIONAL PARTICIPANTS OF THE SECURITIES MARKET

Article 52. Self-regulated organization of professional participants of securities market

A self-regulated organization of professional participants of the securities market shall be created on a voluntary basis with a view of  coordination of activities of professional participants of the securities market, ensuring and protection of interests of professional participants of the securities market, ensuring of standards of professional ethics on the securities market, protection of interests of securities holders and other customers of professional participants of the securities market being members of the self-regulated organization of professional participants of the securities market.

Self-regulated organization of professional participants of the securities market shall approve:

rules of activity of the self-regulated organization of professional participants of the securities market obligatory for observance by its members;

standards of professional ethics on the securities market obligatory for observance by members of the self-regulated organization of professional participants of the securities market.

Profit received by the self-regulated organization of professional participants of the securities market is not subject to be distributed among its members and shall be used for purposes of solutions of statutory tasks. 

Article 53. Rights of self-regulated organization of professional participants of the securities market in regulation of the securities market

Self-regulated organization of professional participants of the securities market is entitled to:

represent interests of members of the self-regulated organization of professional participants of the securities market in state, social and international organizations;

carry out activity on dissemination of information on the securities market;

carry out training of natural persons in the sphere of professional and exchange activity on securities in accordance with legislation of the Republic of Belarus on education;

participate in development of curriculum and study-guide documents, information and analysis materials, training aids, used in preparation for attestation of specialists of the securities market;

create compensation funds of the self-regulated organization of professional participants of the securities market with a view of reimbursement of losses incurred by investors as a result of activity of members of the self-regulated organization of professional participants of the securities market and determine the order and conditions of using means of those funds;

introduce proposals on improvement of the legislation of the Republic of Belarus on securities;

summarize the experience of the work of professional participants of the securities market, provide them with methodological assistance;

carry out external control over the quality of work of professional participants of the securities market being member of the self-regulated organization of professional participants of the securities market in accordance with the statute and rules of activity of the self-regulated organization of professional participants of the securities market, standards of professional ethics on the securities market;

exercises other rights provided by the legislation of the Republic of Belarus.

SECTION IV
INFORMATION ON THE SECURITIES MARKETA. PROTECTION OF RIGHTS AND LEGITIMATE INTERESTS OF INVESTORS

CHAPTER 10
INFORMATION OF THE SECURITIES MARKET

Article 54. General provisions on information on securities market

Information on the securities market is divided on confidential and publicly accessible.

Confidential information on the securities includes insider and close information.

Insider information on the securities market for the purposes of this Law is recognized any information not being publicly accessible on the issuer and emissive securities issued by him, with the exception of the Ministry of Finance of the Republic of Belarus, National Bank of the Republic of Belarus, local executive and administrative bodies and emissive securities issued by them, and also information specified in part eight of Article 36 of this Law which puts persons possessing such information because of the their official status, labour duties or a civil-law contract concluded with the issuer and/or professional participant of the securities market in a privileged position in comparison with other subjects of the securities market.

Close information on the securities market is recognized to be information on the results of financial and economic activity of the issuer prior to its disclosure by means of placement on the single information resource of the securities market, and also prior to publication in mass media or to bringing to knowledge of an unlimited set of persons otherwise in the instances established by this Law and other legislative acts of the Republic of Belarus.

Publicly accessible information on the securities market is recognized to be information dissemination and/or submission of which is not restricted by this Law and other legislative acts of the Republic of Belarus.

Article 55. Disclosure of information on the securities market

Disclosure of information on the securities market is understood to be its placement on the single information resource of the securities market, publication in mass media or to bringing to knowledge of an unlimited set of persons by other means determined by this Law or the republican body of state administration carrying out state regulation of the securities market, and also its submission in the instances established by this Law to a limited set of persons.

Close information on the securities market shall be disclosed in the order established by the legislation of the Republic of Belarus under the procedure on securities and thereafter is recognized as publicly accessible.

The issuer that carried out issuance of emissive securities, with the exception of shares of the close joint-stock company, is obliged to draw up quarterly accounting and/or financial reports and disclose information on the results of financial and economic activity in the form of quarterly and annual reports. In this regard the issuer that carried out issuance of emissive securities, with the exception of shares of the close joint-stock company shall:

place on the single information resource of the securities market and also publish in printed mass media and/or place on the official site of the issuer in the global computer network Internet, and/or bring to knowledge of an unlimited set of persons by other means determined by this Law or the republican body of state administration carrying out state regulation of the securities market the annual report within the period of not later than one month after its approval in the order established by the legislation of the Republic of Belarus on economic companies;

submit quarterly, annual report to the republican body of state administration carrying out the state regulation of the securities market.

Requirements for the content of reports, time limits for their disclosure are established by the republican body of state administration carrying out the state regulation of the securities market.

Within the period of all the term of circulation of emissive securities, the issuer bears liability on reimbursement of damages inflicted by inaccurate and/or incomplete information on emissive securities to emissive securities holders.

Issuers – non-residents emissive securities of which are accepted for placement and circulation in the territory of the Republic of Belarus shall carry out disclosure of information in the order established by the legislation of the Republic of Belarus on securities.

Article 56. Disclosure of information on material facts by issuers of emissive securities

Issuer of emissive securities is obliged to disclose information on material facts (events, actions) concerning its financial and economic activity which may affect the value of emissive securities, in the order and within the time limits established by the republican body of state administration carrying out the state regulation of the securities market.

Such material facts (events, actions) are:

performance by the issuer of a major transaction recognized as such in accordance with part one of Article 58 of the Law of the Republic of Belarus "On Economic Companies";

performance by the issuer of a transaction in relation to which there is interest of its affiliated persons recognized as such in accordance with part one of Article 57 of the Law of the Republic of Belarus "On Economic Companies";

performance by the issuer of a transaction with 5 percent and more of common (ordinary) shares of own issuance;

reorganization (liquidation) of the issuer, its affiliated and depending economic companies;

initiation of proceeding on the case of economic insolvency (bankruptcy) in relation to the issuer;

formation of the register of holders of the issuer's securities;

conducting of issuance of emissive securities, suspension, renewal, prohibition of the issuance, recognition of the issuance as failed, annulment of the issue (part of the issue) of emissive securities;

payment of dividends on shares, income on bonds;

other facts (events, actions) determined by the republican body of state administration carrying out the state regulation of the securities market.

Disclosure of information on material facts shall be carried out by placement on the single information resource of the securities market , and also by means of publication in a printed mass medium accessible for all participants of a open joint stock company, determined by the statute of that company and/or placement on the official site of the open joint-stock company in the global computer network Internet  or by other means determined by the republican body of state administration carrying out the state regulation of the securities market.

Article 57. Disclosure of information by open joint-stock companies on acquisition of common (ordinary) shares of own emission

An open joint-stock company that adopted a decision on acquisition of common (ordinary) shares of own emission shall disclose in the order and within the time limits established by the republican body of state administration carrying out the state regulation of the securities market, information on the intention to carry out such acquisition in accordance with conditions determined by the decision on acquisition of common (ordinary) shares of own emission.

Disclosure of information shall be carried out by placement on the single information resource of the securities market, and also by means of publication in a printed mass medium accessible for all participants of a open joint stock company, determined by the statute of that company and/or placement on the official site of the open joint-stock company in the global computer network Internet  or by other means determined by the republican body of state administration carrying out the state regulation of the securities market.

Article 58. Disclosure of information by shareholders of joint-stock companies and also by other persons performing transactions with shares of join stock companies

Any person having become holder of 5 percent and more of common (ordinary) shares of one issuer, within five days after fixation of the right of ownership to those shares, must disclose information, including that concerning personal data, about such acquisition, and also about any change in the result of which the stake of common (ordinary) shares of one issuer that belong to him exceeds 5, 10, 15, 20, 25, 30, 50 or 75 percent. Disclosure of the information shall be carried out by means of directing of a notification to the issuer of the mentioned shares, to the republican body of state administration carrying out the state regulation of the securities market, organizers of trade in securities that accepted such shares for trading. The order of sending a notification and requirements for its content are established by the republican body of state administration carrying out the state regulation of the securities market.

Prior to purchase (with the exception of acquisition of shares in the process of their placement) of common (ordinary) shares of an open joint stock company, persons disposing of close information on the securities market referring that issuer and also persons intending to acquire more than 50 percent of common (ordinary) shares of one open joint-stock company or a package of shares as a result of purchase (with the exception of acquisition of shares in the process of their placement) of which they would possess more than 50 percent of common (ordinary) shares of one open joint-stock company, are obliged to disclose information, including that containing personal data, about the intention to carry out such acquisition.

A person who became holder of more than 50 percent of common (ordinary) shares of an open joint stock company not as a result of performance of transactions specified in part two of this Article is obliged, after the acquisition of shares, to disclose information on the intention to buy all shares of that open joint-stock company, not belonging to him.

In that regard, the acquisition price must be determined by persons intending to acquire more than 50 percent of common (ordinary) shares of one open joint-stock company or a package of shares as a result of acquisition of which they would possess more than 50 percent of common (ordinary) shares of one open joint-stock company as not less than the biggest of:

maximum price paid by the person specified in indent one of this part for common (ordinary) shares of that open joint stock company within six months preceding the disclosure of information on the intention to carry out such acquisition;

maximum weighted average price for each of six months preceding the disclosure of information on the intention to carry out such acquisition computed according to results of trading at the stock exchange.

In case of absence of prices specified in indents two and three of part four of this Article, the price shall be determined in the order established by the republican body of state administration carrying out state regulation of the securities market.

Disclosure of information by persons specified in part two of this Article shall be carried out by means of placement of the text of the proposal on purchase or buying-up of shares on the single information resource of the securities market, and also by means of publishing (announcing) the text of the proposal on purchase or buying-up of shares and sending the text of the published (announced) proposal to the issuer of the mentioned shares, to the republican body of state administration carrying out the state regulation of the securities market, to organizers of trade in securities that accepted such shares for trading. The order of publishing (announcing) and sending the text of the proposal, requirements for its content are established by the republican body of state administration carrying out the state regulation of the securities market.

Article 59. Disclosure of information by professional participants of the securities market

The order and time limits for disclosure of information, including submission of reports, inter alia that containing personal data, by professional participants of the securities market are determined by the republican body of state administration carrying out the state regulation of the securities market.

Article 60. Persons disposing of insider information on the securities market

Persons disposing of insider information on the securities market include:

members of the board of directors (supervisory board), of the collective executive body, of the examining commission (examiner) of the issuer, person carrying out the powers of the sole executive body of the issuer of emissive securities;

members of the board of directors (supervisory board), of the collective executive body, of the examining commission (examiner) of the professional participant of the securities market, person carrying out the powers of the sole executive body of the professional participant of the securities market, and also persons capable to influence, directly and (or) indirectly, adoption of decisions by the professional participant of the securities market;

workers of the audit organization (auditor – individual entrepreneur) rendering audit services to the issuer or to the professional participant of the securities market;

other persons having access to the mentioned information because of the their official status, labour duties or a civil-law contract concluded with the issuer and/or professional participant of the securities market.

Persons disposing of insider information on the securities market do not have the right to use this information for personal purposes and also to transfer it to third persons, with the exception of the instances established by the legislative acts of the Republic of Belarus. Transactions with securities performed with violation of those requirements are null and void.

Persons who violated requirements specified in part two of this Article shall bear liability in accordance with the legislative actsof the Republic of Belarus.

Article 61. Persons disposing of close information on the securities market

Persons disposing of close information on the securities market are members of the board of directors (supervisory board), of the collective executive body, a person carrying out the powers of the sole executive body, other affiliated persons of the issuer, members of the inspection commission (inspector) of the issuer, workers of the audit organization (auditor – individual entrepreneur) rendering audit services to the issuer, other persons having access to such information because of their position, labour duties or a civil-law contract.

Persons disposing of close information on the securities market are not entitled to transfer such information to third persons, with the exception of case provided by this Law and other legislative acts of the Republic of Belarus and also are not entitled to alienate shares within six months from the day of their acquisition, with the exception of cases of selling of shares to the issuer of those shares. For illegal use or dissemination of the mentioned information, those persons bear liability  in accordance with the legislative acts of the Republic of Belarus.

Transactions with securities performed with violation of the requirements established by part two of this Article are void and null.

CHAPTER 11
PROTECTION OF RIGHTS AND LEGITIMATE INTERESTS OF INVESTORS

Article 62. Restrictions on the securities market connected with issuance and circulation of emissive securities

In the territory of the Republic of Belarus it is prohibited open placement, advertising and offer in any form to a indefinite range of persons of emissive securities:

issuers of which did not disclose information about issuance of emissive securities in the order provided by the legislation of the Republic of Belarus on securities;

the issue (additional issue) of which did not pass the state registration, with the exception of emissive securities being placed by means of an open subscription and also placement of which in accordance with this Law and other legislative acts of the Republic of Belarus on securities shall be carried out without the state registration of their issue (additional issue);

placement of which is prohibited or not provided by this Law and other acts of legislation of the Republic of Belarus on securities.

Performance by a holder of emissive securities of any transactions with emissive securities prior to their full payment is prohibited, with the exception of the instances established by the legislation of the Republic of Belarus on securities.

Persons who signed the prospectus, with the exception of an auditor – individual entrepreneur or authorized person of the audit organization, appraiser – individual entrepreneur or authorized person of the appraisal performer being a legal person bear subsidiary liability jointly and severally with the issuer for damage inflicted by the issuer on the investor as the result of inaccurate and/or incomplete information contained in the mentioned prospectus.

An appraiser – individual entrepreneur, auditor – individual entrepreneur, who signed the prospectus, or an appraisal performer being a legal person, audit organization, authorized persons of which have signed the prospectus bear subsidiary liability jointly and severally with other persons who signed the prospectus for damage inflicted by the issuer on the investor as a result of inaccurate and/or incomplete information confirmed by them, contained in the mentioned prospectus.

Article 63. Manipulation of the securities market

The following actions (omissions) exercising influence on the demand for the security and/or offer of the security, the market price of the security or the volume of trading with the security, deemed to be essential when deviating from the parameters set forth by the republican body of state administration carrying out the state regulation of the securities market are prohibited and recognized as manipulation of the securities market that entails liability in accordance with the legislative acts of the Republic of Belarus:

intentional dissemination by natural and/or legal persons through mass media, including through the global computer network Internet, or otherwise of knowingly false data about securities, issuers of securities, prices for such securities, including the information presented in advertisements;

systematic (two times and more within twelve consecutive months) failure to fulfil obligations (with  the exception of instances of termination of obligations on grounds provided by the civil legislation of the Republic of Belarus and/or exchange trading rules) on transactions concluded in the trading system of an organizer of trade in securities with shares of the same issuer;

performance by a professional participant of the securities market  in the course of one trading day of two and more transactions with shares for account or on behalf of one person on the basis of  orders having at the moment of their placement the highest bid price and the least ask price of securities;

performance of transactions with shares by previous concert between professional participants of the securities market and/or their workers, and/or between persons for account or on behalf of which the said transactions are performed;

performance by a professional participant of the securities market carrying out professional and exchange activities with securities, in the course of one trading day, for account or on behalf of one person:

of two and more transactions with shares of the same issuer the execution of obligations on which does not entail a change of the shareholder;

of two and more transactions with shares of the same issuer under which the parties change, acting alternatively as sellers and as buyers.

Actions indicated in indents four – eight of part one of this Article being performed in the interest of the issuer in the course of placement of his shares are not considered manipulation of the securities market.

Participants of the securities market, including professional participants of the securities market and holders of emissive securities are not entitled, in relation to emissive securities admitted for trading on an organized market, to manipulate with prices (perform actions aimed at artificial raising, lowering or maintaining of prices) and  to compel to buying or selling emissive securities through providing knowingly falsified information about emissive securities, issuers of emissive securities, about prices for emissive securities, including information provided in advertising.

Article 64. Submission of information to investor in connection with circulation of emissive securities

Issuer is obliged to submit to an investor information defined by this Law and other acts of legislation of the Republic of Belarus on securities and on economic companies.

Professional participant of the securities market is obliged, at the request of an investor, to submit:

copy of a special permit (license) to carry out professional and exchange activity on securities:

copy of a document on the state registration of the professional participant of the securities market as a legal person (except for banks and non-bank credit and finance organizations);

data about the body that issued a special permit (license) to carry out professional and exchange activity on securities (its name, address and phones);

data about the amount of the statutory fund of the professional participant of the securities market, amount of its own capital (except for banks and non-bank credit and finance organizations).

Professional participant of the securities market is obliged, when investor acquires emissive securities from him or when he acquires emissive securities on instructions of the investor, at the request of the investor along with information the composition of which is determined by the legislation of the Republic of Belarus on securities to submit:

data about the state registration of the issue (additional issue) of those emissive securities and its state registration number, and in the event of performance of a transaction with emissive securities, placement and circulation of which in accordance with this Law and other legislative acts of the Republic of Belarus on securities is carried out without state registration of their issue (additional issue) – identification number of their issue;

data about prices, including market prices computed in the order established by the republican body of state administration carrying out state regulation of the securities market for emissive securities at organized securities markets within one hundred eighty calendar days preceding the date when the investor presented a demand for submission of information if those emissive securities are included in the quotation list of organizers of trade in securities or data about the absence of those emissive securities in the quotation list of organizers of trade in securities;

data about prices at which those emissive securities have been bought and sold by that professional participant of the securities market within one hundred eighty calendar days preceding the date when the investor presented a demand for submission of information or data about the fact that such operations have not been conducted.

Professional participant of the securities market is obliged to notify the investor about his right to receive information specified in this Article. In that regard a professional participant of the securities market is obliged, when rendering services to investors – natural persons, to inform them about the rights to be granted them in accordance with this Law.

A professional participant of the securities market is entitled to request from the investor a payment for information specified in parts two and three of this Article provided to him in a written form, in the amount not exceeding costs for its copying.

Violation of requirements established by this Article, including submission to the investor of inaccurate and/or incomplete information shall be a ground for modifying or terminating the contract between the investor and the professional participant of the securities market in the order established by the civil legislation of the Republic of Belarus.

Article 65. Information of investor by of the republican body of state administration carrying out the state regulation of the security market

For purposes of informing investors and preventing them about offences committed or possible at the securities market, the republican body of state administration carrying out the state regulation of the security market shall disclose information:

about annulment, about termination or suspension of the effect of a special permit (license) to carry out professional and exchange activity on securities;

about administrative sanctions imposed on issuers, professional participants of the securities market and their workers by the republican body of state administration carrying out the state regulation of the security market;

about court judgements rendered on actions of the republican body of state administration carrying out the state regulation of the securities market;

about facts of non-fulfillment of obligations on emissive securities with indication of the data about the issuer, property owner (founders, participants) of the issuer and also about professional participant of the securities market servicing the issue of emissive securities, obligations on which are not fullfilled.

For purposes of informing investors, the republican body of state administration carrying out the state regulation of the security market is entitled to disclose information being received thereby from participants of the securities market and not being confidential, in the volume determined by that body.

Disclosure of information specified in parts one and two of this Article shall be carried out by means of its placement on the official site of the republican body of state administration carrying out the state regulation of the securities market in the global computer network Internet on the site, on the single information resource of the securities market  and also by other means determined by the republican body of state administration carrying out the state regulation of the securities market.

Information contained in the State register of securities shall be open and accessible for any person.

Article 66. Prescriptions and other binding decisions of a non-normative nature of the republican body of state administration carrying out the state regulation of the securities market

Prescriptions and other binding decisions of a non-normative nature of the republican body of state administration carrying out the state regulation of the securities market shall be issued on matters provided by this Law and other acts of legislation of the Republic of Belarus on the basis of sufficient data evidencing violations of the legislation of the Republic of Belarus on securities, for purposes of cessation and prevention of offences at the securities market and also on other matters referred to the competence of the republican body of state administration carrying out the state regulation of the securities market.

Prescriptions and other binding decisions of a non-normative nature of the republican body of state administration carrying out the state regulation of the securities market shall be modified or cancelled by it in connection with a court judgement entered in legal force or on its own initiative.

Article 67. Protection of rights and legitimate interests of investors by of the republican body of state administration carrying out the state regulation of the securities market

For purposes of protection of rights and legitimate interests of investors, the republican body of state administration carrying out the state regulation of the securities market is entitled to apply to court with actions and statements on liquidation of legal persons carrying out professional and exchange activities with securities without a respective special permit (licenses); about recognition of transactions with emissive securities performed with use of confidential information or recognized as manipulation of the securities market as invalid (on establishment of the fact of their nullity) and application of consequences of their invalidity, and also in other cases established by the legislative acts of the Republic of Belarus.

When disputes on actions or statements about protection of rights and legitimate interests of investors are being considered in court, the republican body of state administration carrying out the state regulation of the securities market, is entitled, for purposes of protections of righs of investors and of interests of the state, to enter proceedings established by the legislation of the Republic of Belarus.

Article 68. Protection of rights and legitimate interests of investors by self-regulated organization of professional participants of the securities market

Self-regulated organization of professional participants of the securities market shall, in accordance with this Law and other acts of legislation of the Republic of Belarus and also with rules of their activity, carry out analysis of observance by their members of the legislation of the Republic of Belarus on securities, of rules of activity of the self-regulated organization of professional participants of the securities market, standards of professional ethics on the securities market, approve by that self-regulated organization of professional participants of the securities market.

Forms, time limits and order of conducting of the mentioned analysis shall be determined by a constituent document, rules of activity of the self-regulated organization of professional participants of the securities market.

Article 69. Order of consideration by the self-regulated organization of professional participants of the securities market of investors' complaints

A self-regulated organization of professional participants of the securities market shall consider complaints of investors on actions (omissions) of its member, its officials and other workers in the order provided by a constituent document, rules of its activity, legislation of the Republic of Belarus on applications of citizens and legal persons.

According to the results of consideration of a complaint, the self-regulated organization of professional participants of the securities market is entitled to adopt the following decision:

to recommend to its member to reimburse to the investor of the inflicted damage in an extrajudicial order;

to exclude of the professional participant of the securities market from its members and apply to the republican body of state administration carrying out the state regulation of the securities market with application for taking measure on suspension or termination of the effect of the special permit (license) to carry out professional and exchange activity on securities;

to send materials on the complaint to law enforcing bodies and other state bodies in accordance with their competence for consideration.

A self-regulated organization of professional participants of the securities market is obliged to report to the republican body of state administration carrying out the state regulation of the securities market results of consideration of investors' complaints and decisions adopted in the order provided by a constituent document, rules of its activity.

Article 70. Protection of rights and legitimate interests of investors – natural persons by public associations of investors – natural persons

Protection of rights and legitimate interests of investors – natural persons in the order provided by the legislation of the Republic of Belarus may be carried out by public associations of investors – natural persons that are entitled to:

apply to court with statements about protection of rights and legitimate interests of investors – natural persons who incurred losses on the securities market;

obtain information about conditions of safekeeping and realization of the property of debtors intended for satisfying claims of investors – natural persons in connection with illegal actions on the securities market;

to create compensation funds for purposes of reimbursing losses incurred by investors – natural persons on the securities market.

SECTION VI
FINAL PROVISIONS

Article 71. Introduction of changes and additions into certain laws of the Republic of Belarus

Article 72. Recognizing as ineffective of certain legislative acts of the Republic of Belarus and some provisions of laws of the Republic of Belarus

[Translation not given]

Article 73. Transitional provisions

Effect of provisions of this Law does not extend to decisions on the issue (additional issue) of emissive securities, prospectuses, short information about issuance, registered in the established order prior to its entry into force. Bringing of mentioned documents in compliance with this Law is not required.

Article 74. Measures on implementation of provisions of this Law

The Council of Ministers of the Republic of Belarus and the National Bank of the Republic of Belarus shall, till January 1, 2016:

ensure the bringing of the acts of legislation of the Republic of Belarus in compliance with this Law;

take other measures necessary for implementation of provisions of the present Law.

Article 75. Entry into force of this Law

This Law enters into force in the following order:

Articles 1-73 – from January 1, 2016;

other provisions – after the official publication of this Law.

 

President of the Republic of Belarus

A. Lukashenko