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Securities

Issuance of Securities
Placement of Securities
Market securities.
Transfer of shares in uncertificated form
The main securities AD is stocks and bonds.

Shares certifying corporate shareholder rights to this AO.

All shares of Company must be registered.

On 30/10/2010 he entered into force provisions of the law regarding the existence of the company's shares solely in electronic form. On the transfer of shares in uncertificated form (immobilization) will be spoken on.

SC may serve two types of shares - ordinary and preference. Charter companies can provide for placement of one or more classes of preferred shares that give their holders different rights.

Society can not set limits on the number of shares or votes the shares owned by one shareholder.

The shares are not subject to conversion of preferred shares or other securities of JSC.

Some preferred shares in the amount of share capital the company can not exceed 25 percent.

Issuance of Securities

Issue of shares may take place only at a general meeting.

Society can make placement securities other than shares, by decision of the supervisory board, unless otherwise stipulated by its charter. Decisions on placement of securities in an amount exceeding 25 percent of assets Society, adopted by the general meeting of shareholders.

Joint-stock companies may issue shares and bonds to translate commitments into company securities in the manner prescribed by the SEC. This provision is in the process of development and approval.

It should be noted that most SEC regulations regarding issuance and registration of shares is subject to review and comply with the rules of the new law, which takes place in present time.

Regarding the issue of shares to bring its AT activity in compliance with the Law "On Joint Stock Companies", in paragraph 6 of the Final and transitional provisions of the Act states that if, after enactment of this Act by the general meeting of JSC, established before the enactment of this Act, adopted decision to change the authorized capital of the company, a denomination of shares and issue of securities, a company is obliged to bring their activities into compliance with this Act and to amend the charter and other internal documents. Nevnesennya such changes is grounds for denial of state registration of securities of this company. Appropriate clarification on this issue has provided the SEC. According to him, if, starting from 30.04.2009, the total collection of VAT, or JSC accepted the said decision is the company obliged to bring their activities into compliance with the law relevant to the SEC registration of securities issue. This effect of this provision applies only to cases where the decision on issue of securities made by the general meeting of the company.

Each issue of securities subject to SEC registration.

Placement of Securities

JSC provides placement or sale of any shares, which it bought for a price not lower than the market value approved by the supervisory board, except:

  • placement during the founding companies at a price established by the constituent contract;
  • placement of shares during the merger, consolidation, division, separation of the company;
  • placement with a securities trader, with whom an agreement on underwriting. In this case, offering price may be lower than their market value on the remuneration of the trader, which may not exceed 10 percent of the market value of such shares.

SA has the right to place any shares at a price lower than its face value.

In case of placement of securities of JSC payment is made in cash or by agreement between the company and the investor - property rights, non-property rights, having monetary value, securities (other than debt issued securities, the issuer of which is the grantee, and promissory notes), other property .

An investor can not pay through securities bound to implement the company for work or services.

Prior to approval of the results of placing shares to be fully paid.

Market securities.

Transfer of shares in uncertificated form

Public JSC is obliged to be listed and remain in the stock register at least one stock exchange. All contracts of sale of shares of public joint stock companies, which passed the listing procedure on a stock exchange are only on this stock exchange.

Stocks are private joint-stock company may not be bought and sold on the stock exchange, except for sale through the stock exchange auction.

All transactions on the shares committed to writing. Notarization is not required, unless otherwise provided by law or agreement.

Registered securities issued in documentary form (if the terms of the issue is not specifically stated that they are not subject to transfer), transferred in the manner prescribed for the assignment (assignment).

In case of alienation immobilized registered securities or securities issued in book-entry form, ownership passes to the new owner upon transfer to the account holder in the keeper.

The right to participate in the management, receipt of income, etc., arising out of registered securities may be realized from the amendments to the register of holders of securities.

Proof of ownership of securities of a certificate, in case of immobilization of securities or their issue in dematerialized form - statement of securities account that the custodian must provide the owner of the securities.

For the conclusion of agreements on securities in documentary form on the stock exchange, securities must be immobilized in the depository, which serves them.

Immobilization of securities shall be transferred in book-entry form through certificates of deposit in repositories custodian and / or depository to ensure their further circulation in the form of accounts in the accounts of securities custodian and / or depository.

Service agreements on securities held in dematerialized form only participants in the National Depository System, which is the custodian,.

Thus, in view of the Law "On Joint Stock Companies" on bezdokumentarnosti shares, all transactions in respect of shares shall be made through members of the National Depository System.

 
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