RESOLUTION OF THE MINISTRY OF FINANCE OF THE REPUBLIC OF BELARUS

of August 31, 2016 No. 78

About issue of issued securities

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

1. Approve the Instruction about procedure for issue of issued securities it (is applied).

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

2. Recognize to invalid:

the resolution of the Ministry of Finance of the Republic of Belarus of May 12, 2009 No. 65 "About consent to production of forms of securities, modification and amendments in some regulatory legal acts regulating the security market and recognition of the voided resolution of the State committee on securities of the Republic of Belarus of October 26, 2000 No. 21/P" (The national register of legal acts of the Republic of Belarus, 2009, No. 145, 8/21021);

the resolution of the Ministry of Finance of the Republic of Belarus of December 11, 2009 No. 146 "About approval of the Instruction about some questions of release and state registration of securities" (The national register of legal acts of the Republic of Belarus, 2010, No. 30, 8/21797);

the resolution of the Ministry of Finance of the Republic of Belarus of May 16, 2011 No. 30 "About modification and amendments in the resolution of the Ministry of Finance of the Republic of Belarus of December 11, 2009 No. 146" (The national register of legal acts of the Republic of Belarus, 2011, No. 63, 8/23692);

the resolution of the Ministry of Finance of the Republic of Belarus of October 24, 2011 No. 109 "About modification and amendments in the resolution of the Ministry of Finance of the Republic of Belarus of December 11, 2009 No. 146" (The national register of legal acts of the Republic of Belarus, 2011, No. 125, 8/24360);

the resolution of the Ministry of Finance of the Republic of Belarus of January 26, 2012 No. 6 "About entering of amendments and changes into the resolution of the Ministry of Finance of the Republic of Belarus of December 11, 2009 No. 146" (The national register of legal acts of the Republic of Belarus, 2012, No. 20, 8/24877);

the resolution of the Ministry of Finance of the Republic of Belarus of June 30, 2012 No. 39 "About modification and amendments in the resolution of the Ministry of Finance of the Republic of Belarus of December 11, 2009 No. 146" (The national legal Internet portal of the Republic of Belarus, 26.07.2012, 8/26171);

subitem 1.3 of Item 1 of the resolution of the Ministry of Finance of the Republic of Belarus of April 16, 2013 No. 23 "About introduction of amendments to some resolutions of the Ministry of Finance of the Republic of Belarus" (The national legal Internet portal of the Republic of Belarus, 08.06. 2013, 8/27587);

the paragraph of the seventh of Item 2 of the resolution of the Ministry of Finance of the Republic of Belarus of August 31, 2016 No. 76 "On regulation of the security market" (The national legal Internet portal of the Republic of Belarus, 22.11. 2016, 8/31434).

3. This resolution becomes effective in three months after its official publication.

 

Approved by the Resolution of the Ministry of Finance of the Republic of Belarus of August 31, 2016 No. 78

The instruction about procedure for issue of issued securities

Chapter 1. General provisions

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

9.5. par value per share;

9.6. release amount (additional release) of shares;

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

In the decision on release (additional release) of shares information on the rights of the owner certified by the share shall include exact regulations of the charter on the shareholder rights certified by shares of the corresponding category, the corresponding type of preferred shares including on availability (absence) of shareholder preemptive right on share acquisition of additional release and terms of realization of this right, about the fixed size of the dividend or about procedure for its determination, about fixed cost of the property which is subject to transfer to the preferred shareholder in case of liquidation of joint-stock company or about procedure for its determination, about dividend payout priority on each type of preferred shares, distributions of property between shareholders in case of liquidation of joint-stock company.

Upon termination of share placing the amount of the rights certified by them is determined by the charter;

9.8. specifying at the expense of what sources the share issue is performed: for the investment account (means of founders, shareholders, creditors of joint-stock company, including by offsetting of monetary claims to this joint-stock company, and also means of board members (supervisory board), executive body and (or) employees of the joint-stock company or narrow group of people determined by the charter of private company, or if the specified group of people is not determined by the charter of private company, others in addition to shareholders of this society of the subjects of the civil law determined by the decision of general meeting of shareholders of private company made according to the procedure, established by the legislation on economic societies, other investments) or equity of joint-stock company, property of the reorganized legal entity (legal entities), other means in the cases established by legal acts;

9.9. share placing conditions.

Shall contain in the decision on release (additional release) of shares of condition of share placing:

share placing method. In case of share issue based on the act of the legislation the name of such act, the name of the state body which made the decision on increase (education) in share of the Republic of Belarus and (or) administrative and territorial unit in authorized capital of joint-stock company, date and number of this decision, the name of person (including the Republic of Belarus and (or) administrative and territorial unit) is specified to which possession shares are transferred. In case of share issue for the purpose of debt restructuring of joint-stock company on payments in republican and local budgets and (or) on the credits issued by banks and (or) "Development Bank of the Republic of Belarus" open joint stock company (further – JSC Development Bank Republic of Belarus), performed by increase in authorized capital of joint-stock company within the sources of own means which are available for it, or debt to other creditors by which offsetting of requirements shares are paid, in the decision on share issue are specified the amount of the restructured debt, I will eat around (number) of shares, transferred to the possession of the Republic of Belarus and (or) administrative and territorial unit or bank and (or) JSC Development Bank Republic of Belarus or other creditor;

category of persons among whom share placing (in open joint stock company – founders will be carried out, shareholders of this society, creditors of this society, board members (supervisory board), executive body and (or) employees of this joint-stock company, other investors, members of the reorganized legal entity (legal entities), and in private company – founders, shareholders of this society, creditors of this society, board members (supervisory board), executive body and (or) employees of this joint-stock company or the narrow group of people determined by the charter of private company or if the specified group of people is not determined by the charter of private company, the list of others in addition to shareholders of this society of individually certain subjects of the civil law determined by the decision of general meeting of shareholders of private company made according to the procedure established by the legislation on economic societies, members of the reorganized legal entity (legal entities).

In case of share issue at the expense of means of shareholders and (or) creditors by offsetting of monetary claims to joint-stock company the list specified in paragraph three of part two of this subitem joins shareholders and (or) creditors from whom the written consent about offsetting of monetary claims to joint-stock company with indication of the amount of contributory monetary claims of each shareholder and (or) the creditor and the number of the shares transferred to the possession to this shareholder and (or) the creditor is received. In case of share issue at the expense of equity of joint-stock company and their placement by distribution among board members (supervisory board), executive body and (or) employees of this joint-stock company the list specified in paragraph three of part two of this subitem joins specified persons with indication of the number of the shares transferred to the possession of each of them;

data on the venue of share placing, and in case of carrying out open sale of shares as well complete and (or) reduced (in case of its availability) the name of the organizer of the securities trading in which trade system their placement will be performed;

operations procedure of the issuer in case of not achievement of the planned release amount (additional release) of shares, and also procedure (conditions) for the conclusion of agreements if following the results of implementation of collection of offers (requests) from persons intending to acquire shares, the total quantity of shares specified in the arrived offers (requests) exceeds the planned release amount (additional release) of shares, conditions of refusal of the conclusion of the agreement;

conditions of early termination of the opened or closed subscription, open sale;

the bases on which the share issue can be acknowledged cancelled, with indication of share of unplaced shares in case of which the share issue is considered cancelled;

conditions and procedure for return of means to investors in case of release recognition (additional release) of shares invalid or share issues cancelled, and also in case of issue prohibition.

The share placing conditions provided by paragraphs the third or sixth parts three of this subitem are specified in release placement cases (additional release) of shares by carrying out the opened or closed subscription, open sale, placement of additional share issue with use of foreign depositary receipts;

9.10. in case of share placing by carrying out the closed subscription the decision on share issue joins specifying on possibility of alienation by the investor of such shares only after state registration of their release (additional release);

9.11. share placing term.

In case of release issue (additional release) of the shares placed by carrying out the opened or closed subscription, open sale in the decision on release (additional release) of shares of the data on the term of share placing shall include the period of carrying out the opened or closed subscription, open sale of shares (start date and end date of share placing or procedure for determination of such dates is specified), time of carrying out the opened or closed subscription, open sale of shares, and also the period of collection by the issuer or according to its order the issuer will provide with the professional participant of offers (requests) from persons intending to acquire shares (start and end dates of the period of collection of offers (requests), term, during which (no later than which are specified) share transfer to their first owners (transfer of shares into accounts of "depot").

In other cases as data on the term of share placing the term during which (no later than which) the issuer will provide share transfer to their first owners is specified (transfer of shares accounts of "depot");

9.12. names of information resources, including Internet resources, printing mass media by means of which the issuer will open information on issue, on issued securities, on the made changes in the decision on release (additional release) of shares, changes and (or) amendments in the prospectus of the issue, information on results of financial and economic activities of the issuer, information on reorganization or liquidation of the issuer, and also about reorganization or liquidations of affiliated and dependent economic societies of the issuer, information on excitement concerning the issuer of insolvency proceedings or bankruptcy, including information on essential facts (events, actions) concerning financial and economic activities of the issuer which can affect the price of issued securities, other information opened according to this Instruction and the Instruction about procedure for disclosure of information in the security market the Republic of Belarus approved by the resolution of the Ministry of Finance of August 7, 2025 No. 65;

9.13. the signature of the head of the issuer or the person authorized by him, chief accountant of the issuer or head of the organization or individual entrepreneur rendering to the issuer of service in conducting financial accounting and creation of the accounting and (or) financial reporting (except for the case provided by part two of this subitem), and also signatures of other persons in the cases established by the Law of the Republic of Belarus "About the security market".

In case of creation of joint-stock company by organization the decision on share issue is signed by the founder of joint-stock company authorized on signing of such decision or the single founder (in case of establishment of a joint-stock company by one person).

10. In case of simultaneous issue of releases (additional releases) of shares of different categories, several types of preferred shares the decision on share issue is drawn up separately concerning release (additional release) of shares of each category, each type of preferred shares.

Chapter 3. Prospectus of the issue

11. The prospectus of the issue is constituted in the cases established by part one of article 16 of the Law of the Republic of Belarus "About the security market".

12. The prospectus of the issue shall contain the data established by parts five and the sixth article 16 of the Law of the Republic of Belarus "About the security market" and this Instruction.

The prospectus of the issue constituted for the purpose of the admission to placement and (or) security circulation within the Agreement between the Republic of Belarus and the Russian Federation on prospectuses of securities of December 22, 2023 (further – the Agreement on prospectuses of securities), in addition to the data specified in part one of this Item shall contain the data provided in Item 2 of article 3 of the Agreement on prospectuses of securities.

Information containing in the prospectus of the issue shall be the issuer, reliable and suitable for assessment of financial and economic condition.

13. The title page of the prospectus of the issue shall contain (except for the title page of the prospectus of the issue of bonds of local executive and administrative organs):

name of the document "Prospectus of the Issue of Shares" or "Prospectus of the Issue of Bonds". On the title page the additional data on the emitted securities which are not contradicting the data containing in the prospectus of the issue can be specified;

number of bond issue (represents the sequence number of release assigned by the issuer);

complete and (or) reduced (in case of its availability) the name of the issuer (in the Belarusian and (or) Russian languages);

mark about approval of the prospectus of the issue which shall contain the word "is APPROVED", the name of authorized body of the issuer who approved the prospectus of the issue, type of the administrative document, its date and registration number (in the presence).

14. The Section "Short Summary" shall contain in available to understanding all categories of investors to form in volume of 1–2 pages, including if necessary with use of graphical representations and other forms of visualization, information on the issuer, including about the purposes and the strategy of its further activities which, according to the issuer, will allow investors to create preliminary idea of such issuer as the subject of managing before detailed studying of other provisions of the prospectus of the issue.

The Section "Short Summary" can not join in the prospectus of the issue of bonds, placement and which address is performed among narrow group of people and (or) skilled investors (except for physical persons), and also in the prospectus of the issue of the bonds emitted by local executive and administrative organs.

15. Key parameters of bond issue are constituted in form according to appendix 2. In case of submission of documents for registration of the prospectus of the issue of bonds electronically by means of the single portal of electronic services this appendix is created of information, the presented in electronic form applicant in personal account, with subsequent its reproduction (visualization) as appendix to the prospectus of the issue of bonds.

16. The Section "General Information about the Issuer" shall contain (except for the Section "General Information about the Issuer" of the prospectus of the issue of bonds of local executive and administrative organs):

complete and reduced (in case of its availability) the name of the issuer (in the Belarusian and Russian languages);

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

date, number of state registration of the issuer and the name of the body which registered it;

core activities of the issuer;

data on branches and representations of the issuer with indication of their quantity and the location;

complete and reduced (in case of its availability) the name of depositary with which the depositary contract with the issuer is signed its location, date, number of state registration and the name of the body which registered it license number on implementation of professional and exchange activity on securities (in the Unified register of licenses) for accounting of shares (it is specified in the prospectus of the issue of shares) or this bond issue (it is specified in the prospectus of the issue of bonds);

average number of workers of the issuer;

information about board members (supervisory board), collegiate executive body of the issuer, person performing the powers of sole executive body, members of regulatory authorities of the issuer including them personal data (surname, own name, middle name (if that is available), all posts, including out of governing bodies of the issuer, on the first, the approval of the prospectus of the issue preceding month (in case of absence at the issuer of more up-to-date information) or changes and (or) amendments in it, or complete and (or) reduced (in case of its availability) the name, accounting number of the payer and the location, the size of share of specified persons in authorized fund of the issuer (quantity and share of the stocks owned by each of them in total amount of authorized capital of joint-stock company on categories and types of preferred shares) and its affiliated and dependent economic societies;

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