LAW OF THE REPUBLIC OF BELARUS

of July 18, 2022 No. 197-Z

About change of the laws concerning the security market

Accepted by the House of Representatives on June 16, 2022

Approved by Council of the Republic on June 28, 2022

Article 1. Bring in the Law of the Republic of Belarus of December 9, 1992 No. 2020-XII "About economic societies" the following changes:

1. To add article 3 after part one with part of the following content:

"Legal status, features (other rules) of creation, activities, reorganization and liquidation of separate economic societies are established by the President of the Republic of Belarus.".

2. In Article 29 part six to replace the word of "fourteenth" with the word of "eighteenth".

3. In part two of Article 31 of the word to "court order" shall be replaced with words to "court decree".

4. In Article 50:

to exclude the paragraph of the sixth part one;

in word part four "paragraphs the fifth and sixth" shall be replaced with words "the paragraph the fifth".

5. In Article 68:

in part one to replace the word "approval" with the word "acceptance";

the second to state part in the following edition:

"The decision on share issue is made by founders of joint-stock company unanimously and shall contain the details and data established by the legislation on securities.".

6. State Article 74 in the following edition:

"Article 74. Increase in authorized capital of joint-stock company

Increase in authorized capital of joint-stock company is performed by share issue of additional release or release of preferred shares which type is not registered in the State register of securities, or increases in share par value. Increase in authorized capital of joint-stock company is allowed after its complete payment.

Increase in authorized capital of joint-stock company by share issue of additional release or release of preferred shares which type is not registered in the State register of securities can be performed as at the expense of equity of this society and (or) means of its shareholders, and at the expense of means of the third parties, including by offsetting of monetary claims to this joint-stock company. Increase in authorized capital of joint-stock company by increase in share par value is performed at the expense of equity of this society, and on condition of unanimous adoption of such decision by all shareholders - at the expense of means of its shareholders.

The amount by which the authorized capital of joint-stock company at the expense of equity increases shall not exceed difference between net assets value and the amount of authorized fund and reserve funds of this society.

In case of increase in authorized capital of joint-stock company by share issue of additional release or release of preferred shares which type is not registered in the State register of securities general meeting of its shareholders makes the decision on their release (additional release) containing the details and data established by the legislation on securities.

In case of increase in authorized capital of joint-stock company at the expense of equity of joint-stock company by share issue of additional release or release of preferred shares which type is not registered in the State register of securities take place if other is not provided by legal acts:

additionally issued shares - among all shareholders it is pro rata to the number of the stocks of the same category and the same type owned by them;

preferred shares which type is not registered in the State register of securities - among all shareholders it is pro rata to shares of the stocks owned by them in total amount of authorized capital of this joint-stock company.

Provisions of part five of this Article do not extend to direction cases on increase in authorized capital of joint-stock company of equity of this society within nominal value of one additionally issued share or release of preferred shares which type is not registered in the State register of securities, in case of increase in share of the Republic of Belarus and (or) its administrative and territorial units in authorized capital of joint-stock company.

In case of increase in authorized capital of joint-stock company by share issue of additional release or release of preferred shares which type is not registered in the State register of securities the authorized capital increases by the amount of nominal values of placed shares of additional release or release of preferred shares which type is not registered in the State register of securities. In case of share placing of additional release or release of preferred shares which type is not registered in the State register of securities performed by means of carrying out subscription (open sale) to shares, results of subscription (open sale) affirm general shareholder meeting.".

7. In Article 76:

the thirteenth to state part in the following edition:

"Before state registration of shares according to the procedure, established by the legislation on securities, the joint-stock company has no right to dispose of money, to alienate other property which are received in payment of placed shares and the investor has no right to alienate shares which are paid with it. The money arriving to the joint-stock company which is not bank, the non-bank credit and financial organization, "Development Bank of the Republic of Belarus" open joint stock company, other organization which reflects the transactions made by it in financial accounting and constitutes the accounting and (or) financial reporting according to the regulatory legal acts of National Bank regulating questions of financial accounting and the accounting and (or) financial reporting for banks and the non-bank credit and financial organizations (further - non-bank joint-stock company), in payment of the shares placed by it, is enlisted on the current (settlement) bank accounts opened in banks with the special mode of functioning determined by the President of the Republic of Belarus (further - special accounts).";

after part thirteen to add Article with parts of the following content:

"On the money of non-bank joint-stock companies which is on special accounts, the address of collection according to the executive and other documents which are the basis for cash write-off from accounts in indisputable procedure it is not made, arrest is not imposed the specified money.

Suspension of transactions on special accounts is not performed.

Requirements of parts fourteen and the fifteenth this Article do not extend to cases, stipulated by the legislation about prevention of legalization of income gained in the criminal way, financings of terrorist activities and distribution of weapons of mass destruction, other activities doing harm to homeland security and also on other cases established by the President of the Republic of Belarus.

Responsibility for illegality of the address of collection on the money which is on special accounts, suspensions of transactions on these accounts, seizures of the money which is of them is assigned to the officials of the authorized bodies making collection, stopping transactions on special accounts, imposing arrest the money which is on them.".

8. In Article 77:

in part one:

"general shareholder meeting" to exclude from paragraph one of the word;

to state the paragraph of the seventh in the following edition:

"the subsequent voluntary conveyance or sale to board members (supervisory board), executive body and (or) to employees of this joint-stock company in case of accomplishment of the conditions provided by the local legal acts approved by general shareholder meeting and (or) civil (labor) agreements signed with such persons by them;";

after the paragraph of the seventh to add part with the paragraph of the following content:

"the subsequent making by this joint-stock company of transactions with shares in quality market-meykera*libo for the subsequent share transfer to the market maker for transactions with shares in trade system of the organizer of the securities trading, including the stock exchange directed to maintenance of liquidity of shares;

______________________________

* Market maker is the bidder on the stock exchange who assumes liabilities on maintenance of the prices, of demand, offers and (or) the trading volume securities based on the agreement, one of the parties of which is the stock exchange, on the conditions established by such agreement.";

from paragraph one of part two, parts four and the ninth to exclude words of "general shareholder meeting";

in part six of the word of "general shareholder meeting" shall be replaced with words "about acquisition of shares of this society by joint-stock company";

add Article with parts of the following content:

"The decision of questions of acquisition (alienation) of shares of this society by joint-stock company is made by general shareholder meeting. For the purpose specified in paragraph eight of part one of this Article such decision if it is provided by charter of joint-stock company, can be accepted the board of directors (supervisory board) of joint-stock company.

The joint-stock company has the right to acquire the shares of this society which are in state-owned property without the provisions of paragraphs of the fifth and seventh of part two, part four and terms of share acquisition established by part three of this Article.".

9. In part one of Article 79 of the word "and approval of the decision on share issue, decision making about acquisition (alienation) of shares of this society by joint-stock company" shall be replaced with words "the decision on share issue containing the details and data established by the legislation on securities, decisions on acquisition (alienation) of shares of this society by joint-stock company, except for the case provided by part ten of article 77 of this Law".

10. Part the ninth articles 83 after the word of "fund" to add with words "decision makings about release (additional release) of shares,".

Article 2. Bring in the Law of the Republic of Belarus of January 5, 2015 No. 231-Z "About the security market" the following changes:

1. In Article 1:

in part one:

after paragraph two to add part with the paragraph of the following content:

"the beneficial owner - the physical person who is owner of property or owns at least than 10 percent of shares in authorized fund (shares, shares) of the issuer, the professional participant of the security market or directly or indirectly (through the third parties) finally has the right or opportunity to give obligatory for the issuer, the professional participant of the security market of specifying, to influence the decisions made by them or to otherwise control their actions;";

third to state the paragraph in the following edition:

"exchange bonds - the bonds emitted in paperless form which release is registered stock exchange and transactions of purchase and sale of which in the course of their placement and the address are made only in trade system of the stock exchange which registered release of these exchange bonds;";

in paragraph eight of the word "special permission (license)" and "services" to replace respectively with words "license" and "(or) services";

after the paragraph of the ninth to add part with the paragraph of the following content:

"depositary bonds - the bonds emitted in paperless form which release is registered Central Securities Depository in the Republic of Belarus (further - the central depositary);";

after the paragraph of the fifteenth to add part with paragraphs of the following content:

"the initiator of the procedure of stripovaniye - the issuer strip bonds or the owner of all bonds of release the strip bonds which paid them in full;

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