RESOLUTION OF THE STATE COMMITTEE ON PROPERTY OF THE REPUBLIC OF BELARUS

of March 21, 2007 No. 15

About approval of regulatory legal acts concerning the order the stocks owned by the Republic of Belarus

List of amending documents

Based on the Regulations on the State committee on property of the Republic of Belarus approved by the resolution of Council of Ministers of the Republic of Belarus of July 29, 2006 No. 958 "Questions of the State committee on property of the Republic of Belarus", the State committee on property of the Republic of Belarus DECIDES:

1. Approve enclosed:

The instruction about carrying out tender selling the stocks owned by the Republic of Belarus;

The instruction about holding auctions for sale of the stocks owned by the Republic of Belarus.

2. To republican legal entities when carrying out the tenders and auctions for sale of shares assigned to them on the right of economic maintaining or operational management to approve procedure for carrying out tenders and auctions in coordination with the republican state bodies, other organizations subordinated to the Government of the Republic of Belarus under which supervision the specified legal entities, taking into account provisions according to the Instruction on carrying out tender selling the stocks owned by the Republic of Belarus and the Instruction about holding auctions for sale of the stocks owned by the Republic of Belarus specified in Item 1 of this resolution are.

3. This resolution becomes effective from the date of its official publication.

 

Approved by the Resolution of the State committee on property of the Republic of Belarus of March 21, 2007 No. 15

The instruction about carrying out tender selling the stocks owned by the Republic of Belarus

CHAPTER 1. GENERAL PROVISIONS

1. The instruction about carrying out tender selling the stocks owned by the Republic of Belarus (further - the Instruction) is developed according to the Civil code of the Republic of Belarus, the Law of the Republic of Belarus of January 19, 1993 "About privatization and privatization of state-owned property in the Republic of Belarus" (Vyarkho¸naga Savet's Vedamastsi of Respubliki Belarus, 1993, No. 7, the Art. 41), the Decree of the President of the Republic of Belarus of March 20, 1998 No. 3 "About privatization and privatization of state-owned property in the Republic of Belarus" (Collection of decrees, presidential decrees and orders of the Government of the Republic of Belarus, 1998, No. 9, the Art. 206), the Presidential decree of the Republic of Belarus of May 5, 2006 No. 289 "About structure of the Government of the Republic of Belarus" (The national register of legal acts of the Republic of Belarus, 2006, No. 74, 1/7567), The regulations on the State committee on property of the Republic of Belarus approved by the resolution of Council of Ministers of the Republic of Belarus of July 29, 2006 No. 958 "Questions of the State committee on property of the Republic of Belarus" (The national register of legal acts of the Republic of Belarus, 2006, No. 125, 5/22673).

2. This Instruction determines procedure for carrying out tender selling the stocks owned by the Republic of Belarus when implementing privatization which holder is the State committee on property of the Republic of Belarus (further - shares), for Belarusian rubles and foreign currency (further - tender), conditions of participation in tender, procedure for determination of the winner of tender and the conclusion of the purchase and sale agreement of shares with it, procedure of calculations and transfer of property on the shares acquired on tender.

3. Sale of shares on tender includes tendering under certain conditions (further - tender conditions), signing of the protocol on results of tender, the conclusion of the purchase and sale agreement of shares with the winner of tender.

4. Sale of shares can be performed both on open, and on closed competition.

Any person can participate in open tender. Only persons who are specially invited for this purpose participate in closed competition.

5. The decision on sale of shares is made in the procedure established by the legislation.

6. The State committee on property of the Republic of Belarus acts as the seller of shares (further - the Seller).

The Fund of state-owned property of the State committee on property of the Republic of Belarus acts as the organizer of the biddings (further Fund).

7. The seller performs the following functions:

approves starting price of shares and condition of tender concerning joint-stock company;

establishes date of tender;

establishes amount of deposit (at least 10 percent from starting price of shares);

provides the publication of the notice on carrying out tender;

forms the commission on carrying out tender and approves its structure, except cases when the commission on carrying out tender is formed by Council of Ministers of the Republic of Belarus;

makes the decision on refusal of carrying out tender;

signs the purchase and sale agreement of shares with the winner of tender.

8. Conditions of tender are:

the price for shares;

the conditions established concerning joint-stock company which shares are offered for sale which shall contain condition on introduction by the winner of tender of property (money and (or) the equipment) for development of joint-stock company with indication of property value, forms, procedure and terms of its introduction and also may contain other additional terms.

In the conditions of tender the following methods of introduction of property for development of joint-stock company can be established:

payment for additionally issued shares;

in free use, including with the right of its subsequent redemption;

on terms of loan (interest-free or on interest rate refunding rates of National Bank of the Republic of Belarus are lower). If the loan is represented at the expense of borrowed funds, the interest rate for loan shall not exceed interest rate of attraction;

repayment of accounts payable before the republican and (or) local budget with the consent of the relevant tax authorities;

in property of joint-stock company it is non-paid for the purpose of increase in property of joint-stock company;

others according to the legislation.

If as a result of tender his winner acquires shares which share in authorized capital of joint-stock company constitutes or will constitute in accordance with the terms of tender 50 and more percent of authorized fund, additional terms concerning joint-stock company can be also established on:

to preserving and (or) creation of certain quantity of workplaces;

to preserving range of the made types of products, goods and services;

to realization or participation in implementation of actions on environmental protection;

to preserving profile of the company;

to preserving the existing system of labor protection;

to preserving and financing of the objects of the social sphere which are at joint-stock company in property or under the agreement of free use during certain term;

other conditions.

All conditions of tender shall have terms of their accomplishment.

9. Tender conditions concerning joint-stock company are determined by joint-stock company according to the developed business plan approved by the supervisory board of joint-stock company, and this Instruction.

Tender conditions concerning joint-stock company are subject to approval of republican state body, other state organization subordinated to the Government of the Republic of Belarus, in which management (which) there are shares of joint-stock company.

The republican state body, other state organization subordinated to the Government of the Republic of Belarus represent to Fund agreed terms of tender concerning joint-stock company, the business plan based on which they are developed, and the conclusion according to the business plan.

10. Starting price of shares is determined according to the procedure, established by the legislation of the Republic of Belarus.

11. Sale of shares at the initial price is not allowed.

Chapter 2. Preparation and carrying out tender

12. Under the organization of the biddings the Fund performs the following functions:

provides preparation of the notice on carrying out tender;

establishes procedure and term of making a deposit by persons wishing to take part in tender;

gives opportunity to all legal entities and physical persons to study the balance sheet as of January 1 of the current year, the prospectus of the issue of shares, the draft agreement of purchase and sale of shares and other agreements which are subject to the conclusion by results of tender with the winner;

adopts statements on participation in tender and other documents according to this Instruction and registers them in the magazine of registration of documents acceptance with assignment to each statement of number and specifying of date and time of its receipt;

transfers to the commission on carrying out tender upon termination of acceptance term the arrived statements with the documents attached to them;

notifies persons who submitted applications for participation in tender (daleeuchastnik) on the admission or on refusal in the admission to participation in tender;

signs with participants deposit agreements in form according to appendix 1 to this Instruction;

makes calculations with the participants who refused participation in tender, and also did not become winners of tender;

provides according to the purchase and sale agreement of shares assignment of rights of ownership and use on the share to the winner of tender and makes necessary actions for transition of the property right to shares.

13. The commission on carrying out tender (further - the commission) will organize the work according to this Instruction. The commissions can be included representatives of the Seller, from their consent representatives of other republican state bodies, the state organizations subordinated to the Government of the Republic of Belarus, local executive and administrative organs, joint-stock company which shares are offered for sale.

14. Commission session is considered competent in the presence on it at least 2/3 total number of members of the commission.

The decision of the commission is made by open voting by a simple majority vote and drawn up by the protocol which is signed by the chairman and members of the commission who are present at meeting. In case of equality of votes the commission chairman has the right of casting vote.

15. The commission performs the following functions:

considers the statements adopted by Fund with the documents attached to them on compliance to their requirements of the legislation and tender conditions;

makes the decision on the admission and (or) on refusal in the admission to participation in tender and draws up the relevant protocol;

resolves the matters of argument arising during tendering;

declares valid tender not according to this Instruction;

determines the winner of tender or makes other decision by results of the biddings and draws up the relevant protocol;

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