LAW OF UKRAINE

of February 3, 2011 No. 2994-VI

About introduction of amendments to the Law of Ukraine "About joint-stock companies" concerning enhancement of the mechanism of activities of joint-stock companies

The Verkhovna Rada of Ukraine decides:

I. Bring in the Law of Ukraine "About joint-stock companies" (Sheets of the Verkhovna Rada of Ukraine, 2008, N50-51, of Art. 384; 2010, Art. NN22-25, 263, N 46, Art. 539 with the changes made by the laws of Ukraine of December 3, 2010 N2774-VI (2774-17) and of December 23, 2010 N2856-VI) the following changes:

1. In Article 2 part one:

in paragraphs three and the fourth Item 1 of the word "which jointly perform economic activity "exclude;

in Item of the 6th figure and the word "50 and more" shall be replaced with words also in figures "more than 50";

to add Item 9 after the words "when electing" with words of "persons in structure";

state Items 13-15 in the following edition:

"13) official publication - the official publication of State commission on securities and the stock market;

14) notifications to shareholders - the message containing information provided by the law and the charter of society also goes to the addressee in writing according to intentions by the charter of society;

15) officials of bodies of joint-stock company are physical persons - the chairman and members of the supervisory board, executive body, audit committee, the auditor of joint-stock company, and also the chairman and members of other body of society if creation of such body is provided by the charter of society ".

2. In Article 3 part one to replace the word of "shares" with the word of "particles".

3. In Article 7:

in part one to exclude the word "and";

the second to state part in the following edition:

"2. The privilege of its shareholders to share acquisition of this society offered by their owner to alienation to the third party can be provided by the charter of private joint-stock company. If the charter of private joint-stock company provides the privilege of its shareholders to share purchase offered by their owner to sale to the third party, such privilege is exercised according to parts three - the sixth this Article. The procedure for realization of shareholder preemptive right on share acquisition of private joint-stock company which are offered by their owner to alienation (except sale) third to person, is established by the charter of such society";

in part three:

paragraphs two and third to exclude;

in paragraph four of the word "and society" to exclude;

in part four:

in paragraph one of the word "and society" to exclude;

state paragraph two in the following edition:

"If shareholders of private joint-stock company do not use the privilege to acquisition of all shares offered for sale during the term established by this Law or the charter of society, shares can be sold to the third party at the price and on conditions which are told shareholders of society";

the fifth and eighth to state parts in the following edition:

"5. In case of violation of the privilege to share acquisition specified in this Article any shareholder of society has the right within three months from the date of when he learned or shall learn about such violation, demand judicially transfer of the rights to it and obligation of bonds of the share purchaser";

"8. In case of the right of the address of collection to shares of private joint-stock company in connection with their pledge alienation of such shares is performed with observance of shareholder preemptive right on acquisition of these shares";

add with part nine of the following content:

"9. The privilege of joint-stock company to share acquisition of own issue, offered by their owner to alienation to the third parties, is not allowed".

4. In Article 8:

to state paragraph two of part one in the following edition:

"The decision on involvement of the subject estimative deyatelnostisubjekta of managing is made by the supervisory board of society (in the course of creation of society - meeting of founders or the founder personally in case of creation of joint-stock company by one person)";

in the first paragraph of part two of the word of "joint-stock company" to exclude;

third to state part in the following edition:

"3. The supervisory board or general shareholder meeting if formation of the supervisory board is not provided by charter of joint-stock company (in the course of creation of society - the constituent assembly), approves the market value of property (including securities) determined according to parts one and the second this Article. The approved property value cannot differ more than for 10 percent from the cost determined by the appraiser. If the approved market value of property differs from the property value determined according to the legislation on assessment of property, property rights and professional estimative activity, the supervisory board or general shareholder meeting if formation of the supervisory board is not provided by the charter of society (in the course of creation of society - the constituent assembly), shall motivate the decision".

5. In Article 9:

in Item the word "nominal" to exclude 7 parts five;

add with part six of the following content:

"6. In case of establishment of a joint-stock company by one person of the decision which shall be accepted by meeting of founders are accepted by this person solely and are drawn up by the decision on intention to found society. If the single founder of society is the physical person, its signature on the decision on intention to found society is subject to the notarial certificate".

6. The second articles 10 after Item 7 to add part with new Item of the following content:

"8) election of counting board".

In this regard to consider Item 8 Item 9.

7. To state part one of Article 11 in the following edition:

"1. Payment of share value, placed in case of establishment of a joint-stock company, can be performed by money, securities (except debt issued securities which issuer is the founder, and bills of exchange), the property and property rights, intangible assets having money value.

Payment of share value, placed in case of establishment of a joint-stock company, cannot be performed at the price below their nominal value.

Payment of share value, placed in case of establishment of a joint-stock company, cannot be performed by acceptance on itself obligations on accomplishment for society of works or rendering services".

8. In Article 13 part two:

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