THE LAW OF THE REPUBLIC OF BELARUS

of 12 March 1992

ON SECURITIES AND STOCK EXCHANGES
The present Law defines unified procedures for issue and circulation of securities, regulation of activities of professional participants of the stock market, as well as principles of organization and operation of the stock exchange. The objective of the present Law is to promote the development of the Republic's stock market through mobilization of financial resources, their redistribution and effective use, as well as establishing legal guarantees for the protection of investors. The Law establishes the necessary requirements to persons, issuing securities and carrying out professional activities with securities, creates conditions for establishing in the Republic of the business facilities necessary to make transactions with securities.

Chapter 1. GENERAL PROVISIONS Article 1. Basic Terms 1. An issuer of securities shall mean a legal entity, which issues securities on its own behalf and undertakes to meet the commitments, resulting from terms of issuing securities. 2. An investor shall mean an individual or legal entity possessing securities. 3. Securities shall mean money documents certifying property rights, expressed in them and realizable by presenting or transferring them, or loan relationships between an owner and an issuer of securities. Securities can be issued as printed paper forms of as entries in accounts. When securities circulates as entries in accounts, the owner of securities can realize his property rights in relation to the issuer through specialized organizations, engaged in keeping, accounting and settling transactions with securities. 4. Securities shall be considered as bearer documents in case it is sufficient to present a security so as to realize property rights connected with holding thereof. Securities shall be considered registered in cases when to realize property rights connected with possession of the securities, it is necessary for the issuer to register the holder's name by the issuer or - by the instruction of the former- by an organization, carrying out professional activities with securities. Transfer of a security from one holder to another shall be documented by altering correspondent records in the accountancy.

Article 2. Legislation on Securities and Stock Exchange 1. Relationship connected with issue and circulation of securities, professional activities of participants to the stock market shall be regulated by the present Law and other legislation acts in force on the territory of the Republic of Belarus. 2. The resent Law covers activities with the following types of securities: a) shares in accordance with the definition in Article 3 of the present Law; b) bonds in accordance with the definition in Article 5 of the present Law. 3. The present Law does not regulate issue and circulation of internal government bonds, other securities issued or secured by the Government of the Republic of Belarus, the National Bank of the Republic of Belarus, as well as of other types of securities and lotteries. 4. The Government of the Republic of Belarus and the National Bank of the Republic of Belarus fix quotas and establish procedures to allow circulation on the territory of the Republic of Belarus of securities issued by foreign issuers, as well as quotas and procedures to allow circulation outside the territory of the Republic of Belarus of securities issued by issuers, which are under the jurisdiction of the Republic of Belarus.

Article 3. Basic Features of Shares 1. A share shall mean a security, certifying the right of the holder for a stake in the property of a company, entitling him to receive a share of profits of the company as a dividend and to participation in the management of the company (except cases stipulated by the legislation of the Republic of Belarus). 2. The form of the share must include the following requisite elements: the name of the security, i.e. "a share", its nominal value and category (ordinary or preference); the full name and the legal address of the issuer; the full name or the personal name of the buyer of the share or a statement that the share is issued to a bearer; the place and the date of issue, the number of the state registration, the series and ordinal number of the share; the sample of signature (facsimile) of the authorized persons of the issuer, and the list of rights assigned to shareholders. 3. All shares issued by a company shall be secured by its property thereof.

Article 4. Issue of Shares 1. A decision to issue shares shall be taken by the founders of a company or by a general meeting of shareholders according to the procedures stipulated by its charter. 2. A decision to issue shares must contain: the full name and the legal address of the issuer; the value of the authorized capital of the issuer, objectives and object of his activities, as well as a list of top management officers of the issuer; data on floating of the securities already issued; objectives of share issuing; the number of shares, including the preference ones; the total emission value, the nominal value of shares, the number of voters; the order of paying out dividends; the time and terms for subscription to shares; where and when resources to purchase the shares are to be paid; the period to return the resources in case the issue of shares has been rejected; the order of issuing shares in case shares are issued in different batches; the rights of preference shareholders, privilege rights to acquire a new emission of shares, and other matters related to issue of shares. 3. Shares shall be issued within the value of the declared authorized capital of the company. An additional issue of shares shall be possible only, when all previously issued shared have been completely purchased at values not less than the nominal value. It shall not be allowed to sell ex-issued at a price lower than the nominal value. It shall be prohibited to issue shares to cover the losses from the economic activities of a company. 4. An investor shall not transfer his property right connected with shareholding until he has paid out the full value of the shares.

Article 5. Basic Features of Bonds 1. A bond shall mean a security, certifying the commitment of the issuer to repay its nominal value to the security owner within a set period of time adding a fixed interest (unless otherwise stipulated by the terms of issue). Bonds shall be issued in batches, comprising uniform securities having same nominal values and same terms of issue and repayment. 2. Bonds shall be issued by enterprises and organizations being legal entities on the pawn of their property. Terms of issue and floating of bonds of enterprises shall be determined by the legislation of the Republic of Belarus and issuers' charters. 3. The bond form shall contain the following requisite elements: the name the security, i.e. "a bond"; the full name and the legal address of the bond issuer; the full name or the personal name of the buyer; the nominal price; the interest rate, if such is envisaged; the procedures, the time of repayment and payment of the interest; the date of issue; the state registration number, the series and ordinal number of the bond; samples of signatures (facsimile) of authorized persons of the issuer and the rights provided by the bond.

Article 6. Decision to Issue the Bonds 1. A decision to issue the bonds shall be taken by the issuer according to the order, stipulated in its charter or any other document that regulates his activities. 2. A joint-stock company can take a decision to issue the bonds only after its shareholders have paid out the full value of all their shares. 3. A decision to issue the bonds must contain: the full name and the legal address of the bond issuer; the authorized capital of the issuer, pawning terms for the loan, the name of the document regulating his economic activities, as well as a list of management officials of the issuer; data on floating of the securities already issued; objectives of issuing the bonds; the type of bonds; the total emission value and the number of bonds, the nominal values of bonds, the order for paying profits; where and when resources to purchase the bonds are to be paid; the time period to return the resources in case the bond issue has been rejected; the procedures for floating of bonds; the procedures for paying of bonds; other matters related to the bond issue.

Article 7. Payment of Bond Interest 1. Interest on bonds shall be paid according to the procedures envisaged by the terms of the bond issue. 2. In case the issuer does not fulfil his obligations to pay the interest and repay the bond nominal value, these sums shall be recovered by force in accordance with the legislation of the Republic of Belarus.

Chapter II. PROCEDURES FOR REGISTRATION, ISSUE AND CIRCULATION OF SECURITIES

Article 8. Procedures for Registration of Securities 1. The issuer shall acquire the right to issue securities from the moment the securities have been registered and assigned the state registration number at the State Inspection for Securities of the Republic of Belarus. Securities by legal entities, who have been properly registered, are liable to registration. 2. Sale of securities shall be considered open, in case it has been announced by the issuer or in case it meets at least one of the below criteria: a) securities are to be floated among legal entities and individuals, who cannot be individually identified in advance; b) stock is offered for sale to more than a hundred legal entities and individuals. 3. The following documents shall be submitted for the registration: a) an application to register the securities; b) a notarized copy of the decision to issue securities, compiled in accordance with item 2 of Article 4 and item 3 of Article 6 of the present Law for the registration of shares and bonds, respectively; c) a notarized copy of the issuer's charter; d) data on the open sale of securities, i.e. a prospectus of the emission (for securities to be sold at an open sale). Securities issue registration rules shall be established by the State Inspection for Securities of the Republic of Belarus. 4. State registration (or rejection to do it) should be done within 30 days after an application with all necessary documents was submitted. When a security is registered, it is assigned a state registration number. Rejection in registration may only be motivated by a violation of the established order or a discrepancy between submitted and legislation requirements. A rejection in registration can be appealed against in a court of justice. 5. The State Inspection for Securities of the Republic of Belarus. shall keep the State Register of Securities. 6. State registration of securities, performed in conformity with the present Article, cannot be considered as guarantee of the value of the given securities.]

Article 9. Prospectus of Emission 1. Data, stated in the prospectus of emission and published notices on securities, must be truthful and suitable to assess the economic and financial status of the issuer. 2. Data, contained in the prospectus of emission, should not be older than three months by the moment of publication. 3. The following data must be included into the prospectus of emission: a) the full name and the legal address; the date of foundation; the subject of the issuer's activities; the date and the number of the minutes of the decision to issue securities; the aim of use of financial resources acquired as a result of the emission; the planned emission value; types of securities and associated rights; for shares: founders and possible rights granted to the holders of preference shares; the number, the nominal value and emission price of securities; the number of series and ordinal numbers; place and date of start and end of sales; data on possible privileges to security holders; the name of the professional participant to the security market (in case the issuer is his client); actions to be taken in case the subscription is above or below the planned level; the way of calculating and the term of profit payment; addresses of places where interest is to be paid or transactions and depositions are to be made; other data, the complete list of them being compiled by the State Inspection for Securities of the Republic of Belarus; b) issuers effective over one year additionally provide: an auditor-certified accounting balance sheet and an income/loss statement, the number of employees, as well as data on top managing officers; list and results of previous security emissions; security ranging by types; the number of issued shares in hold by top managing officers of the issuer. 4. The prospectus of emission shall be signed by the issuer and professional participants of the security market, if their services are used when security emission is being prepared. 5. In case of bond emission, besides data as per item 3 of the present Article, the prospectus of emission shall contain the following data: a) the time and order of repayment; b) pawning terms for the loan. 6. If some legal entity shall act as a warrant so as to fulfil the obligations mentioned in securities, then the prospectus of emission shall also specify the data relating to such warranty. 7. The prospectus of emission must be published by the issuer as a separate booklet in the amount sufficient to be read by all potential security buyers and be available in places where securities are sold. 8. Securities offered for open sale are allowed to floating after the publication of short notice about open sale of securities, certified by the State Inspection for Securities of the Republic of Belarus; the above notice shall be made in such a mass media, which will guarantee the provision of the information to the potential investors. The short information published must contain basic data about the issuer and the terms of the securities issue, the place, the time and the way to learn a more detailed information (in a prospectus). 9. During floating of securities the issuer shall undertake, in case of any changes in the actual state of affairs as compared to the initial prospectus of emission registering of such changes in the State Inspection for Securities of the Republic of Belarus, and to inform his subscribers about such changes.

Article 10. Procedures for Prohibiting or Suspending the Issue of Securities 1. The State Inspection for Securities of the Republic of Belarus may prohibit or suspend the issue of securities in the following cases: a) violation of existing legislation, instructions and orders of the State Inspection for Securities of the Republic of Belarus; b) absence of or discrepancy between the information stated in the prospectus of emission and the actual state of affairs; about the financial and economic position of the issuer (losses, profits) over the last two completed fiscal years or from the date of foundation, if this period is less than two years; about any overdue indebtedness to creditors and into the budget; about the underpayment of the authorized capital by the moment a decision was taken on the issue of bonds. It is not allowed to prohibit the issue of securities motivated by its inexpediency. 2. The State Inspection for Securities of the Republic of Belarus shall be entitled to suspend or prohibit the issue of securities in case it is realized by violation of the legislation in force, as well as in case when it has been found out that the prospectus of emission submitted for registration contains incorrect data or does not meet other requirements of the present Law, or if in the course of subscription new information has been received to change substantially the terms of issue and demands that the investors be informed. 3. In case the issue of securities has been suspended by the State Inspection for Securities of the Republic of Belarus, the issuer shall be obliged to remove the violations which caused such suspension, following which the issue can be resumed on a special written permit of the State Inspection for Securities of the Republic of Belarus. 4. If the issuer or founders (in case of the formation of a joint-stock company) consider the ban to issue securities ungranted, they can dispute this decision at the respective court. In this case the issue of securities shall be suspended until the court has made its verdict.

Article 11. Report on the Results of the Open Sale of Securities Not later than within six months since the beginning of the open securities sale, the issuer shall submit to the State Inspection for Securities of the Republic of Belarus a report on the results of the issue giving the sum of the securities sold.

Article 12. Circulation of Securities 1. Transactions on the circulation (purchase and sale) of securities following their initial floating can be made, at the wish of the parties, with participation of a professional participant of the securities market. 2. The professional participant of the stock market shall undertake to account for every transaction made by him. 3. Security index shall be published in currency units of the Republic of Belarus.

Article 13. Regular Information about the Issuer of Securities 1. The issuer shall be obliged to inform, at least once a year, the public on a main data of his economic and financial position and on the results of his activities (hereinafter "the annual report of the issuer"). The requirements to the contents of the annual report of the issuer shall be set by the State Inspection for Securities of the Republic of Belarus. 2. The annual report of the issuer shall be forwarded, not later than within three months since the last day of the fiscal year following the year of account, to shareholders or shall be published in two organs of the press organs of the national level, as well as submitted to the State Inspection for Securities of the Republic of Belarus and to the relevant financial body. 3. The issuer shall be obliged within two days to forward to the stock exchange, where his securities are quoted, and the State Inspection for Securities of the Republic of Belarus, as well as to publish, as stipulated by item 2 of the present Article, information related to changes in his economic activities affecting the value of securities or incomes brought thereby, if the last annual report did not contain data or references to these changes. The list of such changes shall be compiled by the State Inspection for Securities of the Republic of Belarus.

Chapter III. PROFESSIONAL ACTIVITIES WITH SECURITIES

Article 14. Types of Professional Activities with Securities 1. The following types of professional activities can be exercised in relation to securities: a) broker activities on securities; b) commercial activities with securities; c) investment fund activities; d) depositary activities; e) other types of activities. 2. Broker activities shall mean purchase and sale of securities at the expense and by the instruction of a client. 3. Commercial activities shall mean execution by a professional participant of the securities market of transactions on purchase and sale of stock on his behalf and at his own expense with the commitment to conclude transactions at purchase and sale prices, declared by a given legal entity. Banks shall have no rights to execute commercial activities on securities of issuers, whom they service. 4. Investment fund activities hall mean the issue of shares so to mobilize investors' pecuniary resources and to invest them on behalf of the fund into securities, as well as into bank accounts or on deposits, with all risks related to such investments and deposits, being fully borne by shareholders of this fund and being realized by them by means of changing the current price of the fund's shares. The above operations shall be the exclusive type of activities by the investment fund. The investment fund can be formed only as a joint-stock company. The fund operation order, direct ways of investing the resources mobilized by it, terms of transactions, responsibilities of founders and mangers before the shareholders of the fund, order to calculate the assets of the fund per one issued share, and other points important to shareholders shall be included into the charter of the fund. It shall not be allowed to use the resources of the fund by violating its charter. The investment fund shall not be entitled to use more than 5 percent of its capital for purchasing securities of one issuer, or to acquire more than 10 percent of securities by one issuer. The State Inspection for Securities of the Republic of Belarus shall specify the requirements of financial sufficiency of the investment fund. 5. Depositary activities shall mean activities of accounting, making settlements and keeping securities. 6. Other activities shall mean activities interconnected with the above activities and carried out by legal entities, first of all in the field of consulting services on securities. 7. Consulting services on securities can be rendered only by professionals for securities.

Article 15. Licensing of Professional Activities with Securities Licensing of professional activities with securities shall be performed by the State Inspection for Securities of the Republic of Belarus and shall include licensing of professional participants to the security market and certification of their personnel. A license can be granted for several professional activities with securities at a time or for a single activity.

Article 16. Professional Participants to the Securities Market Professional participants to the security market are legal entities of any form of property, carrying out one or several activities listed in Article 14 and having a license for professional activities with securities. It shall not be allowed to carry out professional activities with securities without a license.

Article 17. Qualification and Other Requirements to Professional Participants to the Securities Market 1. The State Inspection for Securities of the Republic of Belarus shall set qualification and financial requirements to professional participants to the securities market and to their managers and personnel, necessary to obtain a license for carrying out professional activities with securities. 2. A license of a professional participant to the securities market shall be granted to legal entities, if they meet the following requirements: a) their staff includes at least one specialist certified by the State Inspection for Securities of the Republic of Belarus; b) they are financially sufficient; c) they carry out professional activities on securities as their exclusive business. A bank shall obtain a license of a professional participant to the securities market, if they have a specialist in staff certified by the State Inspection for Securities of the Republic of Belarus.

Article 18. Order of Accounting Operations with Securities The State Inspection for Securities of the Republic of Belarus shall establish unified standard regulations on operations with securities, as well as on accounting and reporting on such operations so as to ensure unified regulation of professional activities with securities.

Article 19. Restrictions on Professional Activities with Securities A license for professional activities with securities to a professional participant shall not be granted of can be withdrawn in cases, when a legal entity appealing for or having such a license is: a) a property owner (partner, shareholder, etc.) of another legal entity, who already has a license for carrying out professional activities with securities in the volume exceeding 10 percent of the authorized capital of the latter. Exception shall be made to a professional participant of the securities market, possessing an entire subsidiary (at least 90 percent of its authorized capital); b) a property owner (partner, shareholder, etc.) of the value exceeding 5 percent of the authorized capital of any other professional participant to the securities market, carrying out commercial activities. The exception shall be made to a professional participant of the securities market, who has obtained a license for carrying out commercial activities with securities. For the latter participants, the upper allowed participation limit shall be 10 percent of authorized capitals of commercial organizations, who are professional participants to the securities market.

Article 20. Cancellation and Suspension of a License for Carrying out Professional Activities with Securities The State Inspection for Securities of the Republic of Belarus can cancel or suspend a license or certificate for carrying out professional activities with securities, if a professional participant to the securities market or his personnel: a) submit distorted information in the application for a license of in the reports; b) violate the requirements and rules for carrying out professional activities with securities, established by the present Law and the State Inspection for Securities of the Republic of Belarus; c) stop to meet the requirements of financial sufficiency; d) have previous unrepaid convictions for document forgery or for economic crimes, or the time has not expired for which they were deprived by the court the right to occupy certain positions or to carry out certain activities.

Chapter IV. STATE INSPECTION FOR SECURITIES OF THE REPUBLIC OF BELARUS

Article 21. Status of the State Inspection for Securities of the Republic of Belarus 1. The State Inspection for Securities of the Republic of Belarus shall be a state body formed by a decision of the Supreme Soviet of the Republic of Belarus and shall be accountable to the Council of Ministers of the Republic of Belarus. 2. The State Inspection for Securities of the Republic of Belarus shall be a legal entity and shall act on the basis of the present Law and the Regulations on the State Inspection for Securities of the Republic of Belarus, adopted by the Council of Ministers of the Republic of Belarus.

Article 22. Main Tasks of the State Inspection on Stock of the Republic of Belarus Main tasks of the State Inspection for Securities of the Republic of Belarus shall be to supervise the observance to the requirements of the present Law and pursue on its basis a unified state policy for the development of the securities market, providing just competition of participants thereto and protecting investors from ungranted risks.

Article 23. The Rights of the State Inspection for Securities of the Republic of Belarus The State Inspection for Securities of the Republic of Belarus shall have the right: a) to give explanations and comments on the present Law and issue normative acts on matters of regulation of the securities market; b) to check the observance by the participants to the securities market of the requirements of the present Law and the State Inspection for Securities of the Republic of Belarus; c) to apply to professional participants to the securities market, to stock exchanges and to issuers penalty sanctions for violating the present Law and the requirements of the State Inspection for Securities of the Republic of Belarus; d) to exact fees from professional participants to the securities market, from stock exchanges and from issuers for registration, licensing, verification of reports and information in the amounts established by the Council of Ministers of the Republic of Belarus; e) to form a special insurance fund to protect investors at the expense of resources of professional participants to the securities market and issuers; f) to establish the normative ratio of the indebtedness of the issuer for issued bonds to the total value of his fixed and current assets.

Chapter V. STOCK EXCHANGE

Article 24. Definition and Legal Status of the Stock Exchange The stock exchange shall mean an organization with the rights of a legal entity, formed to secure for professional participants to the securities market the necessary conditions for trade with securities, determination of their market rates and their publication for informing all persons concerned, and to regulate the activities of participants to the securities market.

Article 25. Foundation of the Stock Exchange 1. The stock exchange must be formed as a joint-stock company. 2. The Exchange can be founded by legal and or physical entities. 3. Terms of foundation of the exchange shall be such that: a) a joint-stock company must be registered in accordance with the legislation in force and obtain a license for its functions from the State Inspection for Securities of the Republic of Belarus; b) the charter and regulations of the exchange must envisage that membership in it is possible for every professional participant to the securities market, as well as observance of just competition among the participants to the market, protection of investors against possible manipulations on the part of members and employees of the exchange; c) members of the exchange must adopt the unified requirements to the qualification of its members, order of making transactions, accounting and reporting rules, approved by the State Inspection for Securities of the Republic of Belarus.

Article 26. Membership of the Exchange 1. Shareholders of the stock exchange, being professional participants to the securities market, can be the members thereof. 2. Operations at the stock exchange can be executed only by its members. 3. Members of the stock exchange shall enjoy equal rights. 4. Bodies of state power and administration, prosecution and judicial bodies, their officials and experts, as well as bodies of public associations pursuing political objectives, and their staff officials shall have no right to become members of the stock exchange. 5. Banking institutions shall have no right to execute exchange transactions using resources of their depositors.

Article 27. Activities of the Exchange 1. The stock exchange shall be independent in working out and adopting the procedures for execution of transactions in the trade hall, settlements and accounting of transactions, different rules and other documents related to the activities of the exchange. The State Inspection for Securities of the Republic of Belarus shall be entitled to revoke or recommend to change any internal documents of the exchange, if they contradict the present Law, violate the equality principle for participants to the securities market or present a threat to an investor. 2. The stock exchange can execute activities, aimed at providing additional services to participants to the securities market, such as storage, accounting and settlements with securities, creation of information services, networks, publications and others. The activities of the stock exchange shall not pursue the purpose of obtaining profits. 3. The State Inspection for Securities of the Republic of Belarus shall be entitled to suspend the activity of the exchange or impose a penalty, if the activity of the exchange contradicts to the legislation in force. 4. The stock exchange shall formulate and publish the rules for admittance and quotation of securities at its auctions in Admittance to the auction can be given to securities by only those issuers, who have published annual balance sheets as specified by the present Law (except those issuers, who were formed on the basis of previously operating enterprises). 5. The stock exchange shall not be entitled to be a party to a transaction at its own auctions, except the cases of initial floating through the exchange or purchase and sale of its own shares.

Article 28. Termination of the Activities of the Stock Exchange The activities of the stock exchange shall be terminated, if: a) the general conference takes a decision to terminate the activities of the exchange without appointing a successor; b) the State Inspection for Securities of the Republic of Belarus withdraws the license granted for the activities of the exchange.

Article 29. Requirements to Employees of Organizations-Members to the Exchange and to Employees of the Exchange 1. An individual, having a contribution into the authorized capital of a member to the exchange, cannot be a manager or an employee of another member to the exchange. 2. Employees of the exchange, managers and employees of members of the exchange cannot occupy leading positions at the issuer of stock, quoted at the exchange, cannot have legal labour relations with the issuer, or have a share in the authorized fund of the issuer. 3. Employees of the exchange cannot use or transfer information about securities, issuers or transactions at the exchange, except information, regularly published; or act on behalf of the exchange or express official opinions beyond their competence.

Article 30. State Exchange Inspectors 1. The State Inspection for Securities of the Republic of Belarus shall appoint state exchange inspectors as representatives of the Inspection at the exchange. They shall be authorized to supervise the observance of the legislation related to the exchange during exchange operation, and shall have the right to attend conferences of the exchange bodies. 2. The State Inspection for Securities of the Republic of Belarus can take a decision to suspend operations at the stock exchange, and to quote certain securities in cases of violations of the rules of exchange activities arising from the requirements of the present Law.

Article 31. Use of the Designation "Stock Exchange" 1. The joint-stock company, which has obtained a license for the right to carry out exchange auctions with securities from the State Inspection for Securities of the Republic of Belarus, must have the words "stock exchange" into its name. 2. The designation "stock exchange" or such a designation, which includes the expression "stock exchange", can be used in the company's name or for business or regular advertisements only by such organization, which has been founded according to the procedures stipulated in Article 25 of the present Law.

Chapter IV. ADDITIONAL MEASURES TO PROTECT INTERESTS OF INVESTORS

Article 32. Cancellation of Transactions for subscription to or Purchase of Securities during the Open Sale 1. If during the time of open sale of securities the issuer corrects the prospectus of emission, then the persons, who have subscribed to or purchased securities, can, within 15 days since the publication of the new information, cancel the transaction, if they think that such correction can unfavorably affect the securities rate. In case a transaction has been cancelled by a buyer, the issuer shall be liable to compensate for the expenses and losses of the investor, related to the subscription to or purchase of securities. 2. In case sum of subscription to shares exceeds the sum stated in the data on emission, the issuer shall decide upon the increasing the emission size and shall make due changes in the prospectus of emission or return to investor the sums, obtained in excess of the declared subscription, and shall declare the subscription finished. The procedures for the return of pecuniary resources shall be described in the prospectus of emission.

Article 33. Compensation for Losses, Resulting from Incorrect Information on Securities During the entire circulation period of securities the issuer shall be liable too compensate to investors for losses, resulting from incorrect information on securities according to Article 13 of the present Law.

Article 34. Requirements to Holders of Huge Blocks of Shares Any person acquiring more than 5 percent of the total amount of floatable voting shares must, within 5 days from the day of purchase, inform the State Inspection for Securities of the Republic of Belarus, stock exchanges where operations with these shares are made, about this purchase, as well as the issuer. Similar requirements shall apply in cases when this person acquires every additional 5 percent of shares of the given issuer.

Article 35. Shares, Owned by Managing Officers of the Issuer Managers of the enterprise-issuer (including both members of the Supervisory Council and members of the administration), which has issued shares through their open sale, must inform the State Inspection for Securities of the Republic of Belarus, stock exchanges where operations with such shares are made, as well as the board of the enterprise-issuer about shares of the given enterprise they own, and about all their operations with these shares within 5 working days after the day of the operation.

Article 36. The Issuer's Operations with his Shares The issuers must provide information about operations with their own shares to the State Inspection for Securities of the Republic of Belarus and to the stock exchanges, where operations with these shares are made, if the total value of operations constituted more than 5 percent of the shares issued.

Article 37. Proposals on Purchase of Shares, Addressed to All Shareholders Proposals on purchase of shares, addressed to all shareholders, including such proposals from the enterprise-issuer must be regulated by the rules, established by the State Inspection for Securities of the Republic of Belarus. Such proposals must be made at the same price for all shareholders.

Article 38. Compulsory Purchase of Shares Any person, intending to purchase more than 50 percent of voting shares of the enterprise-issuer, shall be obliged to make a proposal on purchase of all shares of the given issuer, addressed to all shareholders.

Article 39. Prohibiting the Unfair Use of Confidential Information No person, who due to his post has acquired access to confidential information, concerning the issuer or securities and able to influence the market rate of the security, shall never be allowed to use this information for his own benefit or to transfer to third parties, as well as to advise, on the basis of this information, third parties on securities operations.

Article 40. Restrictions for Operations with Securities for Persons who Have Access to Confidential Information Citizens, have access to confidential information concerning enterprises-issuers, as well as members of their families, shall have the right to acquire securities from these issuers only in case they keep these securities for at least 6 months Such persons shall include: a) managers of enterprises-issuers (including members of the Supervisory Council and administration); b) employees of auditor companies auditing the given enterprise-issuer; c) managers and staff of the State Inspection for Securities of the Republic of Belarus, staff of state bodies employed by this Inspection, as well as employees of the organizations licensed for professional activities with securities.

Article 41. Spreading False Information with the Aim to Change a Security Rate Legal entities and citizens, spreading false information about the issuer with the aim to obtain benefits from changes of security rates, can be made responsible by an application from the victim party so as to exact losses in conformity with the legislation in force.

Article 42. Economic Sanctions for Violating the Present Law 1. Incomes obtained through violating the present Law shall be exacted into the state budget of the Republic of Belarus without sums to be returned to the investor in case of cancellation of a transaction. 2. Professional participants to the securities market shall bear property responsibility before the investor for losses caused to him by transactions: a) with false securities; b) with securities by non-existing issuers or certifying possession of non-existing values; c) with securities not registered by the state; d) with securities, for which a professional participant to the securities market has no right to possess or command; e) implying sale of one security to several investors; f) resulting in violation of the present Law Chairman of the Supreme Soviet of the Republic of Belarus 12 March 1992 S.SHUSHKEVICH ON ENTRY INTO FORCE OF THE LAW OF THE REPUBLIC OF BELARUS "ON SECURITIES AND STOCK EXCHANGES" of 12 March 1992 Decree of the Supreme Soviet of the Republic of Belarus The Supreme Soviet of the Republic of Belarus decrees the following: 1. The Law of the Republic of Belarus "On Securities and Stock Exchanges" shall enter into force from 1 June 1992. Item 2b) of Article 17 shall enter into force from 1 October 1922. 2. The Council of Ministers of the Republic of Belarus together with the National Bank of the Republic of Belarus shall work out and adopt, within one month, the Regulations on the State Inspection for Securities of the Republic of Belarus, and decide upon the structure and the number of its staff. 3. The State Inspection for Securities of the Republic of Belarus shall be formed by 1 May 1992. 4. The Council of Ministers of the Republic of Belarus shall: by 1 May 1992, allocate rooms for the work of the State Inspection for Securities of the Republic of Belarus and provide the necessary material and technical facilities; by 1 June 1992, submit to the Supreme Soviet of the Republic of Belarus proposals on bringing the legislation acts of the Republic of Belarus into conformity with the Law of the Republic of Belarus "On Securities and Stock Exchanges"; bring the decrees and orders of the Government of the Republic of Belarus into conformity with the present Law; provide for the revision and cancellation by ministries and departments of the Republic of Belarus of their normative acts, contradicting the present Law; by 1 June 1992, fix the value of fees for the services rendered by the State Inspection for Securities of the Republic of Belarus; by 1 June 1992, organize training, including training abroad, of specialists on matters of state regulation of the securities market. 5. It shall be established that: issue of shares of labour collectives and shares of enterprises (organizations) shall be stopped from the moment the Law "On Securities and Stock Exchanges" has been adopted. All shares of labour collectives and shares of enterprises (organizations), already issued by the time the Law has been adopted, shall stay in circulation for two years since the adoption of the Law in accordance with the terms of emission. Until the end of this period the enterprises (organizations), who have issued shares of labour collectives and or shares of enterprises (organizations, cooperatives, banks) shall be obliged, by the choice of the holders, to buy them out or to replace with other securities (shares, bonds) meeting the requirements of the Law; issue of bearers' securities can be performed starting from 1 January 1994. 6. Issuers, who have started securities issue before the present Law, shall be obliged to register, before 1 December 1992, their securities in the State Inspection for Securities of the Republic of Belarus in accordance with the requirements of the present Law, and in case of their open sale also prospectuses of emission and reports on the issue results. After 1 December 1992, all the unregistered securities shall be declared invalid. 7. After 1 February 1993, activity of stock exchanges and professional participants to the securities market, who have no necessary licenses, shall be suspended until the latter have been obtained. After 1 February 1993, specialists and professional participants to the securities market and stock exchanges shall be able to make operations with securities only if they possess a qualification certificate, granted by the State Inspection for Securities of the Republic of Belarus. Operating stock exchanges and professional participants to the securities market shall, by 1 October 1992, bring their constituent and normative documents into conformity with the Law of the Republic of Belarus "On Securities and Stock Exchanges". Exchanges, which include stock departments and departments on securities operations, shall, by 1 July 1993, bring their activities into conformity with the Law of the Republic of Belarus "On Securities and Stock Exchanges".


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