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Law No. 52 Of 7 July 1994 On Securities And Stock Exchanges

Original Language Title:  LEGE nr. 52 din 7 iulie 1994 privind valorile mobiliare şi bursele de valori

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LEGE No. 52 of 7 July 1994 on securities and stock exchanges
ISSUER PARLIAMENT
Published in OFFICIAL MONITOR NO. 210 of 11 August 1994



The Romanian Parliament adopts this law + Chapter 1 General provisions + Article 1 This law regulates the status of the National Securities Commission, the creation and functioning of securities markets with the institutions and operations specific to these markets, in order to mobilize the money and availability savings financial securities under appropriate conditions of investor protection. + Article 2 Within the meaning of the present law, the following terms and expressions have the following meanings: a) securities are negotiable instruments issued in material form or highlighted by the entries in the account, which give their holders patrimonial rights to the issuer, according to the law and under the specific conditions of their issuance. Securities may be shares, bonds, as well as derivatives or any other credit securities, classified by the National Securities Commission in this category; b) investor is any person who on his own buys, owns and sells securities without practicing intermediation as a fact of trade; c) significant shareholder is any person who, directly and alone through or together and in connection with other persons, owns or is the owner of shares or other securities giving him the right to shares that, cumulatively, would represent either at least 5% of the issuer's subscribed capital or would give it at least 5% of the total voting rights in the general meeting of the issuer; d) control position is any participation in capital that confers on the holder or its holders, acting in concert, at least one third of the total voting rights in the general meeting of the issuer, either alone or together with the votes that could be obtained by the holder or holders of that participation, acting in concert, by converting convertible bonds or by exercising the rights attached to other securities subscribed by the issuer; and belonging to the holder of that participation in the capital or its holders acting in concert; e) the majority position is any participation in capital that confers to the holder or its holders, acting in concert, or more than half of the total voting rights defined in lett. d), or voting rights sufficient to elect and revoke the majority of the members of the board of directors; f) the takeover is a transaction or a series of transactions with securities conferring to the person or group of persons involved, through the securities thus endowed, alone or together with those already held or controlled, a control position or the majority in participation in the issuer's capital; g) the person involved is the spouse or a relative up to the third degree or an afin up to the second degree of the person who, alone or together with other persons involved, holds a control position as defined in lett. d), or the legal person in which such a natural person, alone or together with other persons involved, holds a position of control. In the case of legal persons, the person who holds a control position, whether directly or indirectly, directly or indirectly, acting in concert with other natural or legal persons, is considered to be the person involved. h) issuer is the legal person who commits to the recognition and payment of the rights incorporated in the negotiable instrument, according to the clauses stipulated in the title and according to the law governing it; it is also considered the issuer person legal person engaged in a public tender procedure; i) issue is the operation by which securities are offered for subscription to virtual investors; j) public offer is the proposal made by an issuer, by investors or intermediaries to sell, buy, transform, exchange or transfer by any other way securities or rights related to them, broadcast by means of mass information or communicated in other ways, but subject to the equal possibility of reception by a minimum of 100 persons not determined in any way by the author of the proposal. The public offering is primary or secondary: 1) the primary offer has as object the securities proposed by the issuer to be subscribed on the date of the issue, in order to be placed on the market; 2) the secondary offer, the sub-sequence of the issue, has as its object a package of securities issued in advance and initially endowed by private placement; k) open company is a company on shares constituted by public subscription or a trading company on shares issuers of securities of which at least one category makes or has been the subject of a regular public offering promoted; l) securities intermediation is an activity performed by persons authorized according to the law, consisting in the purchase and/or sale of securities or rights related to them or deriving from them, as well as in accessory operations or related to the National Securities Commission; m) intermediaries for securities is the legal entity authorized by the National Securities Commission to exercise the intermediation of securities by professional title, as a fact of trade, either on its own account (dealer) or in the account third parties (broker); n) an agent for securities is a legally authorized natural person who, acting as the exclusive representative of a securities company, executes securities and/or purchase orders of securities under the name and on account of that companies; o) guaranteed placement is the contract concluded with an authorized legal intermediary, by which he underwrites to subscribe or buy a quantity of financial securities in order to place them on the securities market, with the obligation to take over all financial securities that have not been placed under the terms of the contract; p) the stock exchange is an institution with legal personality ensuring the public, through the activity of authorized intermediaries, systems, mechanisms and procedures suitable for the continuous, orderly, transparent and fair conduct of transactions with securities and which constitute the official and organized market for the negotiation of securities admitted to the quota, offering the savings invested in them moral security and financial security through the continuous measurement of the liquidity of those values securities; q) confidential information is information of any nature regarding an issuer or any of the securities issued by it, inaccessible to the public or that have not yet become public and whose disclosure could influence its price other aspects of transactions with securities of the issuer or of the associated companies or those in which the issuer holds a majority position; r) privileged information is information of any nature regarding an issuer or any of the securities issued by it, which are not known to the public and are likely to affect the decision of a reasonable investor, persons initiated not to disclose and exploit them directly or indirectly, personally or through interposed. The terms and expressions covered by par. 1 have the significance established by this paragraph whenever they are used in the following provisions, when these provisions refer to the prerogatives, duties or acts of public authorities or institutions, to obligations of record, information and advertising or authorization regimes or dispensation concerning intermediaries, agents or investors subject to this law, to markets, or transactions with regulated securities, controlled or only supervised at intermediaries and issuers of, or investors in securities circulating in such markets or forming the object of Transactions. In case of doubt, the qualification of a person, institutions, situations, information, operations or a legal act or negotiable instrument, regarding the inclusion in or exclusion from the scope of the terms and expressions with the significance set out in par. 1, in order to determine the incidence of the provisions of this law shall be made by the National Securities Commission, ex officio or at the request of the interested party. Any contencios regarding any of the qualifications provided in par. 3 is the jurisdiction of the courts of appeal, which is ruled by irrevocable decision. + Article 3 The issuance of bonds and other securities of their nature by the state, county, city, commune and by the authorities of the central and local public administration is not subject to the provisions of this law. The intermediation of these securities falls under the present law to the extent that it is carried out by intermediaries subject to its provisions. Securities issued by companies established in which they operate according to Law no. 31/1990, even if such companies are subject to special legal regimes in consideration of their object of activity, fall under the provisions of this law if and only when the shares, bonds and other securities conferring rights on these companies make or have been the subject of a public offer within the meaning of Article 2 2 para. 1 lit. j). The property certificates issued by the Private Property Funds can be negotiated on stock exchanges by sale or purchase orders and may be offered or required for exchange with other securities under the stock market conditions, as they are. of law admitted to the quota of any stock exchange by the fact and from the date of registration by the Private Property Funds of the issuance documents to the Securities Records Office. + Article 4 The administration of this law and its implementation, as well as the supervision and control of compliance with its provisions, are entrusted to the National Securities Commission, invested for this purpose with regulatory powers, decision, authorization, dispensation, prohibition, intervention, investigation and disciplinary and administrative sanctions, under the conditions, modalities and limits established by the following provisions. + Chapter 2 National Securities Commission + Article 5 The National Securities Commission, an autonomous administrative authority with legal personality, shall be established by this law. The authority of the National Securities Commission shall be exercised throughout Romania. The headquarters of the National Securities Commission is in Bucharest. The National Securities Commission can open its representative offices in any other locality on the territory of Romania. + Article 6 The National Securities Commission has as its mission: a) to promote the proper functioning of the securities market; b) to ensure the protection of investors against unfair, abusive and fraudulent practices; c) to inform the holders of securities and of the public on the persons who make publicly available money savings and the values issued by them; d) to establish the framework of the activity of intermediaries and agents for securities, the regime of professional associations constituted by them and the bodies responsible for ensuring the functioning of the securities market. + Article 7 The expenses related to the establishment, organization and functioning of the National Securities Commission, as well as those necessary for the initial material endowment of the stock exchanges they set up are financed from the state budget. For the needs of the National Securities Commission, its representations and the stock exchanges they set up, the Government and, as the case may be, through its provision, the local public administration authorities will assign in administration of the National Securities Commission to the necessary buildings (land and buildings) in the public domain of national or local interest, as the case may be, within 60 days of the request of the National Securities Commission. Any rights, fees and fines established by law and charged or applied by the National Securities Commission, as well as the tariffs set and charged by them are made to the state budget. + Article 8 The National Securities Commission is comprised of 5 members, including the president and vice president. They are appointed and can be revoked by Parliament at the joint meeting of the Chambers. The appointment of members of the National Securities Commission is made from the joint list proposed by the Privatisation Commission and the Senate Budget and Finance Committee and the Committee on Economic Policy, Reform and Privatisation and the Commission for budget, finance and banks of the Chamber of Deputies + Article 9 The term of office of the member of the National Securities Commission is 5 years, each member being reinvested only once. The first members of the National Securities Commission will be appointed for mandates with different durations, so that each year the mandate of one of them expires. The president will be appointed for a 5-year term and the vice president for a 4-year term. Members whose terms have expired will remain in office until their successors are appointed. In the case of the definitive impossibility of exercising the mandate by one of the members, the parliamentary committees referred to in art. 8 8 para. 2 will propose the person to be appointed by the Parliament, for the outstanding duration of the mandate. It shall be considered as a definitive impossibility to exercise the mandate of any circumstance which creates a freezing period of 90 consecutive days. + Article 10 The members of the National Securities Commission must be Romanian citizens domiciled in Romania, at least 35 years old, with a good reputation and professional training in the economic, financial, banking or legal fields, having a seniority in specialty for at least 5 years. Members of the National Securities Commission: a) they cannot be spouses nor relatives, within the meaning of art. 2 2 para. 1 lit. g) of the present law, with the President of Romania, the Presidents of the Houses of Parliament, the members of the Government, the Governor of the National Bank of Romania and cannot relate b) may not be members of any political party; c) may not exercise another employee, public or private office, except those of university teachers; d) there may not be members on the boards of legal entities, subjects of the supervision of the National Securities Commission or the National Bank of Romania, or significant shareholders in such legal entities, as they are defined in art. 2 2 para. 1 lit. c) of the present law; e) must not have been declared bankrupt; f) must not have a criminal record. The membership of the National Securities Commission shall cease in the following situations: a) on expiry of the term for which he was appointed; b) by resignation; c) by revocation by the Parliament; d) to the occurrence of incompatibilities or an impediment between those provided in par. 2 lit. a)-f); e) by replacement, according to art. 9 9 para. 3. The members of the National Securities Commission have the obligation to notify immediately, in writing, to the Parliament the occurrence of any of the situations of incompatibility provided in art. 10 10 para. 2. Until the decision of the Parliament the member of the National Securities Commission is suspended by law. + Article 11 The President is the rightful representative of the National Securities Commission as an autonomous administrative authority and as a legal person under public law. In case of temporary impossibility of the president, by absence or other preservation, the legal representation of the National Securities Commission rests with its vice president. The National Securities Commission shall deliberate in the presence of at least 3 of its members, including its chairman, in the absence thereof, the Vice-Chair. Decisions shall be adopted by a majority vote of the members present In the event of a runoff, the vote of the president or, in his absence, that of the vice president is decisive. The decision adopted is binding on all members of the National Securities Commission, members who voted against and the absentee may record the separate opinion in the minutes of that meeting. + Article 12 In the exercise of its duties, the National Securities Commission will work with other public authorities to ensure the protection of investors in securities and securities market transparency. The National Securities Commission may cooperate with foreign institutions having as its object the regulation or supervision of securities markets and may participate in international organizations. + Article 13 For the performance of its mission set out in 6, the National Securities Commission exercises the prerogatives with which it is invested in art. 4 by adopting rules, issuing individual acts and ordering measures under the signature of the president, after deliberation in meetings held according to art. 11 11 para. 3 3 and 4. The National Securities Commission adopts rules through regulations and instructions that are implemented by order of the President. Individual acts are decisions, ordinances, attestations and opinions. The National Securities Commission shall establish by its internal regulations the organizational chart (organizational structure), the duties of management and execution of its personnel. + Article 14 The Regulations shall lay down rules on: a) the organization and functioning of stock exchanges and other securities markets; b) the authorization and operation of collective investment and investment bodies in securities, as well as of the companies that manage them; c) the organization and functioning of the securities collective storage systems; d) the functioning of the Securities Records Office; e) authorization and exercise of securities intermediation; f) the activity of independent external censors and placement consultants; g) promotion and development of public offers of securities; h) approval and modification of the stock market regulations; i) the operation of the compensation offices and the liquidation of securities transactions; the approval and modification of their regulations; j) any other bodies and operations specific to the regulated, controlled or supervised securities markets, according to the law, by the National Securities Commission. The instructions set out rules on: a) the establishment and operation of professional associations of intermediaries for securities and securities agents; b) the situations, data and information communicated to the National Securities Commission and those to be published for the information of the public by issuers, holders of securities and intermediaries for securities, the manner of young the records, procedures, cases and deadlines for communication and/or publication; c) the regime of confidential information and inside information; d) transactions involving significant shareholders and making private transactions with securities; e) transfer of control positions and majority positions; f) dispensations that may be granted by the National Securities Commission; g) any other obligations of record, reporting or advertising that the law would establish to ensure investor protection. The National Securities Commission may adopt any other rules it may deem necessary in the application of legal provisions. + Article 15 Decisions are acts by which the National Securities Commission establishes institutions and bodies or dissolves them, grants or withdraws permits, cancels or confirms acts of its agents, grants dispense, delegates or withdraws powers, approves regulations of the institutions and bodies of the securities market. The ordinances are acts by which the National Securities Commission gives provisions on the presentation of documents, situations and information, hearings, imposes prohibitions or suspensions of authorizations or activities, orders investigations or other investigations, orders conservatives, such as the lifting and filing of documents or titles, the preservation of some goods or funds, applies disciplinary and administrative sanctions. The attestations are acts by which the National Securities Commission endorses public offer prospectuses, confirms or recognizes situations or qualities, reports or communications of data and information. The opinions are acts by which the National Securities Commission formulates official answers to issues regarding the application of the law and the rules of regulations or gives qualifications pursuant to art. 2 2 para. 3. + Article 16 The National Securities Commission may delegate to its agents or to institutions or bodies of the securities market one or more of the prerogatives with which it is invested by law. The delegation of power provided for in the preceding paragraph shall designate the person vested, the prerogatives and the acts by which he will exercise it, the measures he may take and the duration of the delegation. The delegation of power may not have as its object the adoption of rules, but only individual acts issued on behalf of the National Securities Commission. The individual acts taken and the measures ordered in the exercise of the delegation of power can be appealed before the National Securities Commission, which can confirm them, modify and cancel with the hearing of the person invested and, if they appreciate, those to whom such acts shall apply to them. The National Securities Commission may order, on request or ex officio, the suspension of the acts taken and the measures ordered in the exercise of the delegation of power. The withdrawal of the power delegation shall be made by the National Securities Commission only with the hearing of the person to whom it was granted. + Article 17 The regulations and instructions adopted by the National Securities Commission, as well as its individual acts, can be appealed for illegality before the courts of appeal. The exception of illegality can be raised at any stage of judgment, at first instance or on appeal, with the suspension of judgment and the sending of the exception to resolution to the competent court of appeal, which is pronounced by irrevocable decision, following Procedure of the Administrative Litigation Law. + Article 18 The National Securities Commission has active legal legitimation and can intervene in any process regarding the adopted rules or individual acts issued by it, without the obligation to sample an interest. + Article 19 The National Securities Commission acts are official documents and benefit from the evidential force of authentic documents, their content being only contradicted by the procedure of registration in forgery. The National Securities Commission will periodically publish and publish a bulletin with the regulations adopted by it and the situation of their application, in which it will also publish the communications about the situation of securities markets regarding institutions and bodies, issuers, holders, intermediaries and operations. Access to documents held by the National Securities Commission, both those on situations and data on issuers, intermediaries and holders of securities, and those on analyses and findings of the National Securities Commission. Securities, shall be made in the regime established by it. + Article 20 Members and employees of the National Securities Commission are required to keep strict confidentiality of any information obtained in the course or as a result of the exercise of their duties and which has not become accessible to the general public, they are subject, in respect of such information, to the legal regime of the secrecy of service. The National Securities Commission is directly liable for damages caused by any breach of the obligation to preserve confidentiality by or from the fault of any member or employee of his or her. + Article 21 The National Securities Commission will set up an own securities filing office, to which all necessary information on securities subject to the provisions of this law and to those securities will be transmitted. their issuers and on all other natural and legal persons subjects of the supervision of the National Securities Commission. Titles provided for in art. 3 3 para. 1 and 3 will be registered upon receipt of the issue document. The books kept by the Securities Records Office are publicly available. Securities records at the Securities Records Office are deregistered in the following cases: a) the patrimonial liquidation of the issuer as a result of its dissolution or bankruptcy; b) the amortization or full redemption of the securities registered with the Securities Records Office, including when determined by the merger of the issuer; c) when the National Securities Commission finds the excessive concentration of the holding of registered securities, leading to the decrease of the public interest below the level justifying the maintenance of the registration; d) the issuer's justified request; e) serious or repeated violation by the issuer of the provisions of the law or norms adopted for its application and considered to be essential for the protection of investors. When the radiation is operated for the reasons set out in lit. d) and e), the issuer or, if applicable, its principal shareholders will make a public offer of redemption of existing securities, in accordance with the conditions and procedures established by regulations of the National Commission of Values Securities. + Article 22 The National Securities Commission shall submit an annual activity report to the Parliament, not later than 30 April. Parliament can always order the verification of the activity of the National Securities Commission. + Article 23 The rules of professional deontology of the members of the National Securities Commission, those on its staff and its disciplinary regime, as well as the salary of members and staff of the National Securities Commission se establish by law. + Chapter 3 Public offer + Article 24 Primary public offering, defined in art. 2 lit. j) section 1 of this Law may be made by the issuer or, on its behalf, by an authorized securities company. Secondary public offer, defined in art. 2 lit. j) section 2, may be made by the holders of those securities or, on their behalf, by an authorized securities company. The secondary public offering may be for sale, purchase and exchange of securities. The public offering in which an authorized securities company is involved may be made either by a guaranteed placement or by the method of the best possible execution, in the latter case the authorized securities company acting as agent of the tenderer. The public offer resulting in the acquisition of a control or majority position, defined in art. 2 lit. d) and e), or for the purpose of a takeover, defined in art. 2 lit. f), can be carried out through an authorized securities company, acting as agent of the bidder. If such an offer involves shares admitted to the stock exchange rate, it will be compulsorily executed by the respective stock exchange. + Article 25 Any public offering of securities defined according to art. 2 lit. j) and regulated by this law requires, before the publication of its prospectus, the authorization of the National Securities Commission. At the request of the initiator of the offer, the National Securities Commission may dispense with authorization a public offer, under the conditions established by the regulations referred to in art. 14 14 para. 2 lit. f). The public offer made without authorization or dispensation or not respecting the conditions established by authorization is void of law and attracts for those at fault the application of the sanctions provided by law; the bidder will be held against the good-faith partners to the obligation of repetition and damages arising from the nullity of the transactions possibly concluded on the basis of such an offer. + Article 26 For the authorization of a public offer of securities, object of this law, or for the granting of dispensation, the bidder will present to the National Securities Commission an offer prospectus comprising the essential elements of the transaction in function of the securities subject to and all relevant information about the tenderer and the securities to be offered publicly, whether or not such information is of those subject to the legal obligation of publicity, reporting or registration. The information that the prospectus must contain will be certified by the bidder, who is liable for their reality, accuracy and completeness. In the cases regulated by the National Securities Commission, the information in the prospectus of the offer will also be certified by the external censors of the issuer and the securities company involved. The minimum content of information to be included by the offer prospectus for the authorization and for the dispensation, as well as the form of their presentation, by category of offers, according to art. 24 24 para. 1, shall be established by the National Securities Commission by the rules adopted by it. + Article 27 The application for authorization or dispensation shall be submitted accompanied by the prospectus of the offer to the National Securities Commission, which must rule on the authorization or dispensation within 30 days of registration. In the absence of a decision of the National Securities Commission within the period provided for in the previous paragraph, the offer of securities object of the application is considered a private offer, being freely promoted. + Article 28 In order to comply with the content regulations, how to present and distribute the prospectus, the National Securities Commission may order the verification of the issuer's records, accounts and other data sources, the its subsidiaries or its majority shareholders, the censors of the committed securities company, and the persons involved. + Article 29 In the case of authorization or granting of dispensation, the registered offer prospectus becomes the public offer of securities, with the content and in the form in which it was registered or with the amendments-additions, suppression, amendments-, possibly established by the National Securities Commission by the authorization decision, respectively the granting of the dispensation, as a result of the examination of the information presented or, as the case may be, the extension of their verification. By the authorization decision, namely the granting of the dispensation, the National Securities Commission will fix the final form in which the offer can be published, communicated or thus distributed to any interested parties; also by decision, the Commission National Securities may establish conditions, limitations or restrictions to be observed during the promotion of the public offering of securities. On the date of issue of the authorization decision, respectively the granting of the dispensation, shall be applied on the final offer according to the previous paragraph visa to the National Securities Commission, referring the decision and carrying the authorized signature, issuing the initiator of the offer two original copies, and one copy being registered in the records of the National Securities Commission. The text of the public offer cannot be published, communicated or otherwise distributed nor to make an advertising object, except for the purpose of the National Securities Commission. The authorization decision, namely the granting of the dispensation, referred to the text of the final offer, is not worth a guarantee or in any kind of appreciation of the National Securities Commission regarding the opportunity, advantages or disadvantages, the profit or risks that transactions are likely to present by accepting the public offer of the decision; the decision certifies only the regularity of the tender with regard to the requirements of the law and the rules adopted in its application. Any form of advertising inciting the acceptance of the public offering of securities, made with the presentation of the offer as benefiting from advantages or other qualities arising from the authorization decision or, as the case may be, the granting of the invoked dispensation or otherwise mentioned contrary to the provisions of the preceding paragraph constitute dol by abusive or false advertising, which vitiates the transactions probed as motivated by such a presentation, and the National Securities Commission may order the withdrawal of the authorisation, as the case may be, of the dispensation granted to the tender concerned contravention sanctions to persons at fault, if, according to the law, the act does not constitute + Article 30 The term of validity of the public offer of securities is the one stipulated by the bidder, but it cannot be longer than 180 days, starting to run from the date of the visa of the National Securities Commission. In the absence of express mention to the contrary, the public offering of securities produces its effects from the date of publication. At the request of the tenderer, the validity of the public offering of securities may be extended only once, for a maximum period of 180 days from the date of expiry of the original period. The National Securities Commission will approve the extension of the validity of the public securities offer only if all the information contained in the prospectus has been updated, and of these, the financial situation, verified by a censor, having to report on a date not preceding the expiry of the original deadline by more than 90 days. In the event of adverse market conditions, the National Securities Commission may grant ex officio, in accordance with its own regulations, short-term extensions, not exceeding 50 days, benefiting all offers in the term of validity. A public offering of securities shall produce all effects if the reality, accuracy and completeness of the information contained in the prospectus is preserved for the duration of its validity. Upon expiry of its validity, the public offering of securities becomes obsolete. + Article 31 The National Securities Commission may order the suspension of the public offering if, based on the analysis of market circumstances, it considers that, temporarily, they do not allow normal transactions with object securities of the offer, affecting either investor protection, or the legitimate interests of the securities bidder. The National Securities Commission orders the revocation of the authorization decision, namely the granting of the dispensation, if the conduct of the public offer is made in violation of the provisions of the law, of the regulations and instructions adopted by the Commission National of Securities or with the failure to meet the conditions and non-observance of the limits or restrictions established by decision. The National Securities Commission may order the revocation of the authorization decision, namely the granting of the dispensation, in the following situations: a) if it considers that the circumstances after the decision cause fundamental changes to the elements and data that motivated them; b) when the bidder informs the National Securities Commission that it retracts the offer that has not yet produced effects according to art. 30 30 para. 1. The National Securities Commission will cancel the authorization decision, namely the granting of the dispensation, if it was obtained on the basis of false information or that misled. + Article 32 The suspension of the offer stops the flow of its term of validity; upon the lifting or termination of the suspension, the supply of the offer Transactions concluded until the date of revocation remain unaffected, except those concluded on condition of exhaustion of the offer. The cancellation of the authorization decision, namely the granting of the dispensation, is missing the effects of transactions with securities concluded until the date of cancellation, giving place at the repetition of the securities, respectively the funds received by the bidders, and the application contravention or criminal sanctions, as applicable. + Chapter 4 Intermediation of securities + Article 33 Intermediation of securities as defined in art. 2 lit. l) of the present law will be carried out on organized markets, established and operating according to the authorization and under the supervision of the National Securities Commission. Intermediation of securities outside regulated markets or without complying with the provisions of regulations on market transparency and investor protection against fraud is null and void, drawing upon the parties, as well as on the intermediaries involved, the sanctions provided by law. + Article 34 Securities intermediation shall include: a) sale and purchase of securities on behalf of clients; b) sale and purchase of securities on their own account; c) guarantee the placement of securities on the occasion of primary or secondary offers; d) the transmission of customers ' orders for their execution through other authorized intermediaries; e) the holding of funds and/or securities of the clients for the purpose of executing the orders on those securities; f) the management of the accounts of individual portfolios of securities of the clients; g) the retention of funds and/or securities of the clients for the purpose and during the administration of their portfolios or for other purposes expressly authorized by the regulations of the National Securities Commission; h) the granting of loans for the financing of clients ' transactions within the limit of a ceiling established by the National Bank of Romania in consultation with the National Securities Commission; i) other securities intermediation activities provided for in the regulations issued by the National Securities Commission. The authorization granted by the National Securities Company Commission will expressly mention the operations that it may perform. + Article 35 The intermediation of securities regulated by this law shall be carried out exclusively by intermediaries authorized by the National Securities Commission, securities companies, in the legal form of joint-stock companies having as their object Exclusive activity intermediation of securities. The securities companies perform the activity of intermediation through individuals, agents or exclusive representatives, acting as securities agents. These individuals operate on behalf of and on the account of the company from which they have received orders of transactions and may not engage in names or/and on their own securities intermediation services. The National Securities Commission will determine the situations of incompatibility and procedures for the authorization of securities agents, as well as the suspension regime and the consequences for the withdrawal and cancellation of permits. Banking companies and other credit institutions subject to the supervision of the National Bank of Romania cannot perform nor do intermediation of securities on their own or on the account of third parties. They may participate, under the present law, in securities companies that will operate under the supervision of the National Securities Commission. The National Securities Commission may authorize only Romanian legal entities to engage in specific activities regarding the intermediation of securities in Romania, according to this law. No natural person may engage in the intermediation of securities without authorization from the National Securities Commission. Unauthorised exercise of any activity of securities intermediation, as well as any unauthorised use of the expressions "intermediation of securities", "intermediary for securities", "agent for securities" or any analogous or similar expression attracts liability according to the law. + Article 36 In order to obtain the authorization to carry out securities intermediation securities companies must meet the following conditions: a) to have as an activity exclusively the intermediation of securities; b) to provide proof of a minimum of subscribed and fully paid capital, with the obligation to maintain a minimum of net capital to be determined by the National Securities Commission, as follows: 1. for securities companies having as their object of activity the operations listed in art. 34 lit. a), b), d), e), f), g), the amount specified as minimum subscribed and fully paid-up capital; 2. for securities companies having as their object of activity the operations listed in art. 34 lit. a), d), e), half of the amount set out in item 1 1; 3. for all other securities companies, three times the amount set out in item 1 1; c) to fall within the risk coefficients with regard to assets, as established in the regulations of the National Securities Commission; d) at least 75% of the total assets held to be recognized as assets of securities markets, as defined by the regulations of the National Securities Commission; e) not to hold it or its significant shareholders any kind of participation, of any kind it would be, in another securities company. Members of the board or steering committee as well as securities agents of a securities company may hold shares in another securities company only if it is an open company. and has shares listed in a stock exchange and only on the condition that their individual and cumulative holdings do not exceed 5% and 20% respectively of the subscribed capital of such a securities company, as well as provided that they shall not be elected as members of the management of such a securities company. Whenever the National Securities Commission authorizes other activities related to securities intermediation, according to art. 34 lit. i) of the present law, it will determine the minimum level of capital for such activities, as the case may be. + Article 37 The National Securities Commission will not grant authorization for the intermediation of securities to a company if: a) the commercial company is in one of the phases of the bankruptcy proceedings, as well as in those prior to it, according to the law, or if such a procedure was initiated against its legal predecessor; b) the company was excluded from a stock exchange; c) any of its significant shareholders, board members, management staff or securities agents: 1. falls within the incompatibility situations of lit. a) and b) or hold such a position in a company that falls within the provisions of lett. a) or b); 2. has a criminal record; 3. was sanctioned by the National Securities Commission with the prohibition of the exercise of any professional activity regulated by this law, for the period during which this ban remains in force. + Article 38 The National Securities Commission will establish rules of conduct for securities companies and individuals who conduct transactions on their behalf as agents for securities intermediation. Securities companies and their agents are required to ensure the priority execution of customers ' orders in the best conditions on the market, not to compete, nor to manipulate the execution of customer orders or to determine. the execution of these orders in terms of price and less advantageous cost for the customer than for the intermediary or for a person involved. Securities companies and securities agents are prohibited from performing their functions and duties in a situation of conflict of interest between the client and the intermediary. The contractual differences between the securities companies, as well as between them and their clients, may be subject to arbitration. + Article 39 Securities companies will follow uniform procedures for the registration of transactions, internal control mechanisms, as well as administrative and accounting organization systems established by the National Securities Commission. Securities companies in art. 36 lit. b) section 3 shall submit to the National Securities Commission their financial statements, at least once a month, and the securities companies referred to in art. 36 lit. b) section 1 1 and 2, at least once a quarter. The National Securities Commission may set shorter reporting periods for specific purposes. The content and form of periodic reports will be determined by the National Securities Commission. Supervision can also be carried out through regular inspections. Securities companies will subject to prior authorization of the National Securities Commission any change in their organization and operation, any reduction or increase of their capital, as well as the issuance of securities. securities, notifying the National Securities Commission of changes in the management of the company and in the holding of the share capital. + Article 40 It is prohibited to securities companies: a) artificially affect the free ratio between the demand and the offer of securities by recording fictitious transactions or by oscillations of prices not based on actual transfer of ownership of those securities; b) to carry out transactions on its own before being executed all the competitive orders of the clients for securities of the same issuer; c) to conduct transactions on the basis of privileged and/or confidential information; d) to conduct transactions contrary to the other provisions of the regulations of the National Securities Commission. Securities companies that sell and buy according to the provisions of art. 34 34 para. 1 lit. a) will not charge commissions above the levels set by the National Securities Commission. The National Securities Commission may provide for non-negotiable commissions in a maximum ceiling that will not be exceeded by intermediaries for securities. The division of commissions between several intermediaries will be regulated by the National Securities Commission. + Article 41 The National Securities Commission will suspend the authorization of securities companies and/or securities agents for a period of between 5 and 90 days, in case of non-compliance with the provisions of this law or of the regulations of the National Securities Commission, only if the conditions for withdrawal of the authorization or for other sanctions provided by law are not met. The National Securities Commission will cancel the authorization if it was obtained on the basis of false information or that misled. By cancelling the authorization the respective securities company is governed by dissolved law. With the decision to cancel the authorization to perform the securities intermediation, the National Securities Commission may prohibit the principal shareholders, members of the Board of Directors, senior staff and agents for securities of that company to engage, either temporarily or for an indefinite period, in the intermediation of securities or in any other activity subject to the provisions of this Law and to the regulations of the National Commission of Values Securities. The National Securities Commission may withdraw the authorization to perform specific activities or any securities intermediation in the following cases: a) if subsequent events create incompatibility in obtaining an authorization to perform securities intermediation; b) if the causes of the suspension have not been removed within the suspension period or, if they have been removed, their reappearance would meet the conditions for another suspension; c) whether securities companies or their agents for securities have carried out activities prohibited by art. 40 40; d) at the request of the interested parties, provided that all claims to such a securities company have been extinguished; e) for other causes established by the National Securities Commission. + Article 42 Securities companies, their securities agents and other persons employed professionally in securities intermediation may set up professional associations with the object of raising the professional standards of the intermediary securities, the establishment and the imposition of rules of conduct and professional ethics, as well as the organization and functioning of the systems for the reporting and public dissemination of information on securities traded by them outside stock exchanges. The National Securities Commission will adopt regulations on the authorization of establishment, the association contract, as well as the supervision of authorized associations. The National Securities Commission may delegate self-regulatory powers to authorized professional associations. + Article 43 Insofar as it does not contravene the provisions of 33 33, direct transactions on securities regulated by this law shall be permitted if: a) the parties are spouses or relatives or afini up to the third degree or legal persons controlled by such persons, provided that the activity of those legal persons is not subject to the regulations of this law; b) none of the parties in a private transaction is or, as a result of such a transaction, does not become a significant shareholder according to art. 2 lit. c); c) private transactions with securities of any issuer and involving any natural or legal person shall not exceed, within a period of 12 months, a number of securities equivalent to 1% of the total of those securities put in circulation; d) are registered within 3 working days at the National Securities Commission, and, if the securities are registered at the quota, in a stock exchange, at the latter. Transactions are prohibited otherwise than by public offering, in which one of the parties is a securities company, a significant shareholder, a member of the board of directors, management staff, an agent for securities, as well as an investment adviser or a censor of a securities company. + Chapter 5 Stock exchange + Section I Establishment, supervision, organisation and administration of stock exchanges + Article 44 Stock exchanges are established as public institutions by decision of the National Securities Commission and are invested with legal personality, being able to receive donations, related and subsidies. The National Securities Commission will decide to establish a stock exchange only after a minimum of 5 securities companies have applied for and received the authorization to negotiate on the stock exchange. By the decision establishing the National Securities Commission establishes the seat of the stock exchange, assigns the place in which it will operate and affects the initial means for the establishment, fixes the deadlines for the formation of the governing bodies and administration and appoints the general commissioner of the stock exchange. Resources for initial material facilities, for the opening and operation of stock exchanges in the first year of activity are allocated from the state budget, based on the proposal submitted by the National Securities Commission. The resources provided for in the previous paragraph will be recovered by the National Securities Commission from the stock exchange, starting with the third year of operation of that stock exchange, within 3 years, the amounts recovered following the be paid by the National Securities Commission to the state budget. The decisions of the National Securities Commission for the establishment of stock exchanges shall be published in the Official Gazette of Romania. + Article 45 The supervision and control of the stock exchange, both in terms of administration and operation, as well as the regime of operations and discipline of securities companies and securities agents, shall be exercised directly and permanent by the general commissioner of the stock exchange, which aims to strictly and fully comply with the provisions of this law, the regulations given in its application and the regulations of the stock exchange. The general commissioner of the stock exchange is appointed by the National Securities Commission for a 5-year term, and can be reinvested through successive mandates. The eligibility conditions, incompatibilities and impediments regarding the position of general commissioner are those provided by this law for the members of the National Securities Commission. In case of impossibility of continuing the mandate for incompatibility, legal impediment, death or resignation, the National Securities Commission shall appoint another Commissioner General for a new mandate. The position of general commissioner of the stock exchange is assimilated to the general manager in the National Securities Commission. The Commissioner-General may be revoked by the National Securities Commission and shall be liable for disciplinary action. + Article 46 In the exercise of supervision and control of stock exchange, the Commissioner-General a) participate, without the right to vote, at all the meetings of the association of the stock exchange association, being able to make observations and objections and ask for their record in the minutes of the meeting; b) assist in the meetings of the stock exchange committee, puting the formula of observations and objections and being able to request their record in the minutes of the meeting; c) supervise the stock exchange operations, having open access in all premises, to the documents, information and records of stock exchanges; d) transmit to the National Securities Commission the findings regarding the violation of the provisions of the law, the regulations given in its application and the scholarship regulations, proposing the measures to be taken and the sanctions to be applied by the National Commission Securities; e) proposes to the National Securities Commission the cancellation of the acts of the stock exchange committee, respectively of the director-general of the stock exchange, when it considers them to be contrary to this law or the regulations given in its application; if The National Securities Commission shall notify the stock exchange committee, respectively to the Director-General of the Stock Exchange, to refer the matter to the Commissioner General, with the suspension of the acts appealed from the date of receipt of the notification; The National Securities must rule within 5 days off from the Referral to the Commissioner General, by cancelling or confirming the contested acts, the solution being notified immediately to the stock exchange committee and to the Director General. In case of non-delivery of the National Securities Commission within this period, the contested acts remain final and enforceable; f) prepares and submits to the National Securities Commission the quarterly report on the activity of the stock exchange. + Article 47 The stock exchange shall provide the means necessary to carry out the duties + Article 48 By decision notified to the stock exchange committee, the National Securities Commission may delegate to the Commissioner General the exercise of one or some of the powers of intervention, investigation and prohibition conferred on it by law. The acts of exercise of delegated power will be communicated by the Commissioner General to the National Securities Commission, which ex officio and discretionarily can reform them, revoke or cancel, after hearing the Commissioner General. The General Commissioner shall also communicate to the Director-General of the Stock Exchange the acts taken in the exercise of delegated power Delegation of power referred to in par. 1 may be revoked by the National Securities Commission only after hearing the Commissioner-General. + Article 49 Within each stock exchange, the stock exchange association is established, which operates according to the provisions of this law and the status it adopts at its first general meeting, submitting it to the approval of the National Securities Commission. The stock exchange association is formed and operates on the basis of the community and the complementarity of interests of its members with respect to the good administration of the stock exchange and to ensuring continuous, orderly, efficient, equitable and transparency of securities transactions entered at the stock exchange rate, under the appropriate conditions of investor protection. They are members of the stock exchange association securities companies authorized to negotiate in that stock exchange. + Article 50 The membership of the stock exchange association is acquired at the date of registration in the register of associates of the securities company interested, on the basis of the authorization of negotiation in the stock exchange. The membership of the stock exchange association ceases by withdrawing the member or revoking the negotiation authorization on the stock exchange, producing effect on the date of removal from the register of associates, operated upon notification of the withdrawal of the member or revocation of his negotiating authorization on the stock exchange + Article 51 The stock exchange association holds ordinary general meetings twice a year; extraordinary general meetings can be convened as many times as needed, at the request of at least 1/3 of the total members of the association or the stock exchange committee. The general meeting is regular in the presence of half plus one of the total number of members of the association; if at the first convocation is not met this quorum, a new general meeting is convened for a minimum of 10 days subsequent to the one to which the quorum was not met, this being the regular constituted and working with any number of members present. Participation in the general assembly is also possible through representation by a present member, provided that the total number of members represented is no higher than the number of members present. + Article 52 In the general meeting of the stock exchange association each member has a vote. Decisions shall be taken by an absolute majority of the votes of the members present With the exception of the general assembly of constitution, they may not exercise the right to vote in the general assembly members who are not up to date with the payment of the levy + Article 53 The fee shall be established annually and shall be due in full, regardless of the location, in the calendar year, of the date of acquisition or termination of the membership of the stock exchange association. The fee regime is established by the status of the stock exchange association. Termination of the membership of the stock exchange association according to art. 50 50 para. 2 does not exempt the payment of the levy due for the current year. In order to cover the expenses necessary for their operation, the exchanges will be able to fix by the internal regulations tariffs on the admission of securities + Article 54 The general meeting of the stock exchange association shall have the following tasks: a) adopt and amend the regulation of the association, subject to approval by the National Securities Commission; b) elect members to the stock exchange committee; c) approves the budget of the stock exchange, presented by the stock exchange committee; d) approve the stock exchange's balance sheet, presented by the stock exchange committee and accompanied by the censors report; e) designate 3 censors of the stock exchange for a term of 5 years, subject to the regime established in Chapter 7 of this Law; f) designates the persons to be registered on the list of arbitrators of the arbitral chamber of the stock exchange; g) adopt proposals on the functioning of the stock exchange, which they submit to the stock exchange committee. + Article 55 The management of the stock exchange is entrusted to the stock exchange committee, chosen by the stock exchange association, for a 5-year term and composed of 5-9 members. If the number of members of the stock exchange association exceeds the figure 9, the general meeting is immediately convened, which, with a majority of 2/3 of the total members of the stock exchange association, chooses a new committee of the 9-member stock exchange. If at the first convocation does not meet the quorum, proceed according to art. 51 51 para. 2. The stock exchange committee thus elected shall remain in office regardless of the increase or reduction of the number of members of the stock exchange association, being revoked only in the bodies of general assembly by a majority of 2/3 of the number members of the stock exchange association, also under the terms of this paragraph. When the number of members of the stock exchange association falls below 5 by withdrawing or revoking the negotiation authorization on the stock exchange, the Exchange Commissioner General informs the National Securities Commission, which will decide, taking into account the situation the securities market, the interests of issuers and investors, the continuation of the operation of that stock exchange or its dissolution. + Article 56 Members of the stock exchange committee, designated according to art. 55, must be validated individually by the National Securities Commission before entering into the mandate exercise. In case of invalidation of a designated member, the appointment of another person will be made, according to art. 55 55 para. 2. The members of the stock exchange committee must be Romanian citizens domiciled in Romania, at least 30 years old, to possess professional knowledge and practice of at least 5 years in the economic, financial, banking, business or legal. They must enjoy a good civic reputation and moral integrity. The members of the stock exchange committee may not hold any public office, except for the university teaching staff and scientific researcher in the field and may not be part of the committee of another stock exchange. In the event of a situation of incompatibility or a legal impediment, the definitive impossibility of exercising the mandate, or in case of holiday of the post, the association of the stock exchange or, as the case may be, the entitled member of the designate another person to be validated by the National Securities Commission for the exercise of the mandate until its expiration. + Article 57 After their validation, the members of the stock exchange committee choose between them a president and two vice presidents. The president is the rightful representative of the stock exchange, as a public institution; in case of unavailability of the president, the legal representation of the stock exchange rests with the oldest of the vice presidents. The stock exchange committee shall meet at its meeting at least once a month and shall be deliberated in the presence of the majority of its members. The meetings are led by the president, and in case of unavailability, by one of the vice presidents. Decisions shall be taken by a majority of the members of the stock exchange committee, with each member having one vote. + Article 58 The stock exchange committee shall have the following tasks: a) appoint and dismiss the general manager of the stock exchange; b) adopt and amend the rules of organization and functioning of the stock exchange; c) adopt and amend the Regulations on Exchange Operations; d) adopt the draft budget of the stock exchange, which it submits to the approval of the stock exchange association; e) submit and submit to the approval of the stock exchange association the balance sheet accompanied by the censors f) establishes the levels and ceilings of commissions and tariffs to be charged on the stock exchange; g) establish the guarantees to be constituted by intermediaries on the stock exchange and their agents to ensure full liquidation and maturity according to the type of operation of transactions with securities negotiated on the stock exchange, as well as the use and reconstitution of those guarantees; h) ensure compliance with the provisions of the law, the regulations of the National Securities Commission and the stock exchange regulations by intermediaries on the stock exchange and their agents and by the entire staff of the stock exchange, disputing appropriate measures. + Article 59 All the regulations of the stock exchange referred to in art. 58 lit. b) and c), as their amendments, shall enter into force after their approval by the National Securities Commission. + Article 60 The administration of the stock exchange is entrusted to the Managing Director, appointed for a 5-year term by the stock exchange committee. The appointment and, as the case may be, the dismissal of the Director-General shall be decided by a majority of 2/3 of the votes of all members of the stock exchange committee and shall produce effect on the date of their confirmation by the National Securities Commission. The Director-General of the Stock Exchange shall have the status of civil servant with duties involving the exercise of public authority. The conditions of eligibility for the position of general manager are those provided for in art. 56 56 para. 2, plus those established by the law for civil servants. The Director-General, the spouse or their relatives within the meaning of art. 2 2 para. 1 lit. g) of the law may not be shareholders in a securities company or administrators, members of the management staff or agents for securities of such a company; at the same time, to these persons, they must not be persons involved within the meaning of Article 2 2 para. 1 lit. g). + Article 61 In the event of temporary unavailability, the Director-General shall be replenished in accordance with the rules of organisation and operation of that stock exchange. In case of incompatibility, legal impediment, definitive impossibility to exercise the mandate or vacancy of the post, the stock exchange committee appoints another person to be confirmed by the National Securities Commission for exercise of the position of Director-General for the remainder of the term + Article 62 The Director General is the legal representative of the stock exchange as a legal person, before the public authorities and in relations with individuals and legal, Romanian and/or foreign persons. By its signature, the Managing Director hires the patrimonial stock exchange as a legal entity. The Director-General shall possess and exercise the powers of administration of the stock exchange, including those of staff employment, organisation and operation of that stock exchange, taking the documents and setting out the appropriate measures for compliance and application of the National Securities Commission rules on stock exchanges and stock market regulations. Documents containing data and information relating to the stock exchange, statements, communications, attestations, requests, intimations, notifications, waivers of rights and the like made on behalf of the Exchange as a legal person must be signed by the Director General. The documents finding situations or facts regarding the stock exchange, its patrimonial rights or commitments and bearing the signature of the general manager are opposable to third parties and have the probative force of authentic act, their content being able to be Overturned only by the procedure of registering in false + Article 63 Staff employed by the stock exchanges has the legal status of civil servants. + Article 64 The stock exchange shall bring down legal personality on the date of confirmation by the National Securities Commission of the Director General of that stock exchange. The suspension of the activity of a stock exchange or its dissolution may be decided only by the National Securities Commission. By the decision to dissolve a stock exchange, the National Securities Commission will also designate the liquidators, who will be able to conclude only the legal acts and order only the operations necessary for the patrimonial liquidation of the dissolved stock exchange. The net liquidation product will be taken over by the National Securities Commission and affected by the purposes set to it by this law, including another stock exchange. The legal personality of the dissolved stock exchange ceases on the date of the liquidation of the liquidation balance at the National Securities Commission. + Section II Exchange operations + Article 65 Exchange operations are all negotiations made in the stock exchange during the stock market meetings and recorded according to the stock market regulations. Any regular exchange operation made and recorded is an act of trade and gives rise to a valid obligation which cannot be opposed to the game. The regime of stock exchange operations with regard to the elements, form, mechanism, conditions, effects, deadlines, liquidation and registration shall be determined by category by the regulations of the stock exchange operations. + Article 66 They can negotiate and conclude transactions in a stock exchange only the securities companies members of the scholarship association, through their authorized regular agents. For the issuance of the negotiating authorization on the stock exchange, the National Securities Commission shall verify the fulfilment, by the applicant securities company, of the requirements established by the regulations of the National Securities Commission and of the specific ones in the stock exchange regulations for which the authorization is requested, as well as compliance with the following conditions: a) to hold the authorization valid as a securities company and to carry out only the activities provided for in the authorization; b) not to have lost the membership of the association of a stock exchange for reasons attributable to her, nor to be the successor of a securities company that would have lost for reasons attributable to her membership of the association of a scholarship of values; c) none of its principal shareholders, the members of the board of directors, of the management staff or of its securities agents have held any of these qualities in a securities company that would be lost for reasons attributable to her as a member of the association of a stock exchange; d) the companies or persons mentioned in lett. c) have not been declared bankrupt and none of the persons have been criminally convicted. If, after the issuance of the negotiating authorization on the stock exchange, the general commissioner of the scholarship or the general manager of the exchange finds that a securities company did not meet, with science or ignorance, on the date of issue of the authorization, the conditions provided in par. 2, the access to the stock exchange of that company will be prohibited, and the situation will be immediately communicated to the National Securities Commission that will order the suspension of the authorization until the regularization of the situation, if possible, and in case contrary, the withdrawal of the negotiating authorization in the stock exchange. In the cases provided for in the previous paragraph, the National Securities Commission will also apply the sanctions established by its regulations, if it considers necessary. If a securities company falls in case of failure to meet the conditions provided in par. 2 for circumstances after the issuance of the authorization for negotiation on the stock exchange, either attributable or not to that company, shall be carried out according to par. 3 3 and 4. When the situations provided in par. 3 and 5 are caused by an agent of the securities company authorized to negotiate on the stock exchange, its access to the stock exchange will be prohibited and the authorization suspended according to the same paragraphs, the National Securities Commission ordering the deposition of the respective agent and the employment of another agent, from the date of dismissal ceasing the access ban and the suspension of the negotiation authorization in the stock exchange being lifted. + Article 67 The authorization for negotiation in the stock exchange gives the company of securities the right to the negotiation and conclusion of any categories of transactions, of those admitted and practiced according to the regulations of the respective stock exchange, if not expressly provided for in the authorization of exclusions or limitations of operations and whether the procedures established by the Exchange Regulations contain adequate provisions for the protection of investors, in particular through transparent and fair transactions, as good as possible for clients, avoiding situations of conflict of interest and prohibition activities that enhance the benefits of intermediaries at the expense of customers. + Article 68 If the negotiating authorization does not nominate agents for securities that carry out stock exchange operations under the name and on the account of the securities company, or if the titular company detasks one agent and employs another, the titular company must obtain the approval of the National Securities Commission for each agent employed by it and ask for its registration in the records of the stock exchange. The general commissioner and the general manager of the stock exchange, in exercising their prerogatives, may prohibit the agents for securities access to the stock exchange in case of non-compliance with the provisions of the law, of the regulations Securities and the provisions of the Exchange Regulation. + Article 69 The termination of the membership of the stock exchange association by giving up the negotiation authorization or by withdrawing it by the National Securities Commission does not affect the obligations resulting for that value company securities from transactions concluded on their own account or on behalf of clients. + Article 70 During the suspension by the National Securities Commission of the activity of a stock exchange according to art. 64, will no longer be able to negotiate transactions with securities, those already concluded by being liquidated at the established maturities. Starting with the date of the decision to dissolve a stock exchange according to art. 64 will no longer be able to negotiate transactions with securities, and the negotiation orders registered by intermediaries and not yet executed until this date become obsolete upon the return of deposits of securities and amounts, respectively of commissions collected; the transactions concluded until this date are to be liquidated at their maturities, the intermediaries being held according to the contracts concluded with their customers. + Article 71 Only securities entered at the stock exchange rate are admitted as an object of stock exchange transactions. Exception to this rule are transactions ordered by court decisions and those determined by regulations of the National Securities Commission. Stock exchanges may only apply to the share of securities registered with the Securities Records Office. The admission to the quota of a securities issue shall be extended to all securities of the same type or class of that issuer, which are in circulation at the date of registration. Titles referred to in art. 3, para. 1 1 and 3 are of right admitted to the quota upon receipt by the stock exchange of the respective issue document. The admission of all other securities registered with the Securities Records Office is at the discretion of the stock exchange. The conditions and procedure of admission to the quota shall be established by the regulations of the scholarship approved by the National Securities Commission, harmonized as far as possible with those established internationally. + Article 72 The securities entered at the stock exchange rate shall be subject to withdrawal from the quota with the deletion of their registration in the Securities Records Office. The Exchange Committee may order the withdrawal from the quota if it considers that an orderly market for such securities can no longer be maintained or restored. The decision to withdraw from the stock exchange rate of shares offered publicly or other securities bearing claims on the issuer is made with the opinion of the National Securities Commission. + Article 73 Shares and other securities incorporating the right to a claim on the issuer and which are entered at the share of a stock exchange can only be negotiated by the securities companies members of the stock exchange association and only in stock exchange. Securities, other than those referred to in par. 1 entered at the quota of a stock exchange, may also be negotiated on non-supervised markets, but by other securities companies than those that are members of that stock exchange. Member companies of the stock exchange association are required to notify the stock exchange of all their securities transactions. + Article 74 The Director-General of the Stock Exchange may suspend the negotiation of the securities of a particular issuer if, for lack of adequate information on the issuer or securities concerned or for other good reasons, it considers that it is impossible to maintain an orderly market for those securities. + Article 75 All transactions with securities entered at the quota and carried out by authorized companies will be compulsorily settled through the stock exchange settlement system, unless a centralized compensation system is in operation, and liquidation of securities transactions. Settlement procedures will be determined by the stock exchange regulations. + Article 76 For transactions with securities declared as stolen, lost or destroyed shall apply, where applicable, the following rules: a) if the negotiation took place prior to the publication of the theft, loss or destruction, the buyer may follow the repetition of the price of the securities, through his intermediary; if the intermediary declares the seller of the order, he is discharged by liability; b) if the negotiation took place after the publication of the theft, loss or destruction, the intermediary is held to the refund of the value of the negotiated securities. The intermediary has the right to regression against the seller according to the common law, and the appreciation of good faith is made according to the rules of the maximum diligence in business. The rules provided in par. 1 and 2 shall also apply with regard to falsified securities, the publication having as its object the declaration of falsification. + Article 77 The differences between the intermediaries, the securities companies and their agents, between the agents and those between the clients and the intermediaries may be subject to the resolution of the arbitral Chamber of the stock exchange. The National Securities Commission adopts the Rules of Procedure of the Arbitral Chamber. In order for the dispute to be deducted to arbitration, an arbitral convention of the parties is required, either in the form of a compromise clause or in the form of compromise. In the absence of express contrary stipulation in the arbitral convention, the parties shall be deemed to have accepted the Rules of Procedure of the Arbitral Chamber. + Article 78 The parties may resort to ad hoc arbitration, the arbitration agreement must include, under penalty of nullity, provisions on the composition of the court and the arbitral procedure. By express clauses in the arbitral convention, the parties may invest the arbitral court to settle the dispute in fairness and may dispense it with the reasoning of the arbitral award, either institutional arbitration or ad hoc arbitration. Both in the arbitration organized by the Arbitral Chamber and in the ad hoc arbitration, the provisions of the Fourth Book of the Code of Civil Procedure apply. + Chapter 6 Investor protection + Article 79 Investors have the right to access certain information, sufficient and made public at the appropriate time on securities, their issuers and their activity on the market. The National Securities Commission will develop appropriate regulations for investors to have equal access to the said information and will require compliance with intermediaries and other market participants. + Article 80 Minimum information to include the prospectus for the offer of securities, as well as the additional ones required by the National Securities Commission if applicable, be they relating to issuers, securities or holders of securities. of securities, are determined by the instructions adopted by the National Securities Commission, and when this information is not of those subject to a legal obligation of publication or registration, investors have access to them in the conditions established by the regulations of the National Securities Commission. + Article 81 Issuers of shares or other publicly offered securities registered with the Securities Records Office will distribute an annual report to investors in their securities by publication and by other appropriate means at a later date. prior to general meeting of shareholders. + Article 82 The annual report shall include the activities of such an issuer, together with the financial statements, drawn up on the basis of generally accepted accounting principles and verified by independent external censors registered with the Commission National of Securities. The minimum content, form and publication time of the annual report will be determined by the National Securities Commission. Issuers of securities registered with the Securities Records Office have the obligation to develop, present, distribute and publish uncertified half-yearly reports, within 45 days from the closing date of the semester. The National Securities Commission may regulate the development, presentation, distribution and publication of quarterly financial reports and statements. + Article 83 Issuers of shares or other securities offered publicly, registered with the Securities Records Office, are obliged to inform investors immediately about the occurrence of important events. Within the meaning of the present law, an important event means the occurrence of any circumstance regarding one or more issuers of securities or relating to one or more issues or types of securities which, being made public, would could influence significantly on the price or other aspect of the market development of those securities. The National Securities Commission will determine the rules to be followed to conduct such a briefing. If such information cannot be made immediately without the risk of significant adverse consequences for the issuer, the National Securities Commission will be informed and take the necessary measures for the purpose of either maintaining a market. ordered the respective securities, or the suspension of their negotiation until such publication can be made. + Article 84 Until the information referred to in art. 82 has not been made to investors, the information is privileged and/or confidential. + Article 85 Within the meaning of this law, any person shall be considered as confidential information holder or initiated if: a) has access to information: 1. as a member of the management or supervisory structure or of any similar entity of the issuer; 2. during its employment by the issuer or during the professional activity in the service of the issuer; 3. as an investor in the securities of the issuer; b) has access to such information due to a position or links identical to those of lit. a) with a legal person having itself access to such information; c) obtained such information from any of the above mentioned persons or otherwise. + Article 86 Any person who is in the situation of the holder of confidential and/or privileged information cannot capitalize on that information nor make it public or facilitate their publication to their own advantage or to third parties. The National Securities Commission will issue regulations on the procedure for the application of prohibitions relating to the unlawful use of confidential and/or privileged information. + Article 87 The National Securities Commission will determine the content and form of the transaction record at all securities companies, as well as its valorization, including through clear and timely distributed information to investors and stock exchanges. values. The National Securities Commission may delegate the stock exchange competent for the application and imposition of these regulations to the member companies. The National Securities Commission may delegate the stock exchange powers to the non-member securities companies of the stock exchange. + Article 88 Any person who, acting directly or indirectly, individually or together and in connection with third parties, shall bring down or hold and under the present law becomes the holder or owner of shares with the right to vote or securities conferring the right to such actions that, cumulatively, represent 5% or more of the total voting rights of that issuer, according to art. 2 2 para. 1 lit. c), will inform the National Securities Commission and, if the securities are listed in a stock exchange, will inform the respective stock exchange within two days from the date of the transaction. The natural or legal person referred to in paragraph 1. 1 will inform the National Securities Commission and, if applicable, the stock exchange, of any transaction of acquiring or alienating securities of an issuer for as long as its position represents 5% or more of the rights of vote, as well as if, as a result of the transaction, such a natural or legal person ceases to hold 5% of the voting rights in the general assembly of the issuer. The National Securities Commission will set regulations on tracking compliance with reporting and advertising requirements. + Article 89 A person who, directly and alone or together and in connection with other persons, intends to bring down securities under the present law and which, together with those already owned or owned, would confer a position. control over the issuer will make a public offer for the interest of these securities. The person who, directly and alone or together and in connection with others, intends to bring down securities regulated by this law and which, together with those already owned or owned, would confer on the person or group of persons a majority position in the general meeting of the issuer will make a public offer for the purchase of all shares still in circulation of that issuer. + Article 90 Natural or legal person who intends to bring down securities by public offer, according to the provisions of art. 89, will request a prior authorization from the National Securities Commission. The National Securities Commission will condition the issuance of the authorization to present guarantees that the bidder or bidders will respect the equality for all shareholders of the issuing company. The National Securities Commission will determine the criteria to be observed for the authorization and the procedure to be followed in the execution of the takeover requests. If the offers referred to in the preceding paragraph concern the securities applications registered in the quota, they will be executed in the stock exchange. + Article 91 The National Securities Commission will issue regulations on the scope, content and form of presentation of the issuer's information, as well as advertising of the takeover conditions, warranties constituted by or in the account to the tenderer, the right to the counter-offer, as well as the provisions on the proportional execution of the excess of supply, the failure or withdrawal of takeover requests, the specific conditions in which they take place, as well as other administrative + Chapter 7 External censors + Article 92 The financial statements of all issuers of securities under the present law, as well as of any legal person subject to authorization, supervision or control of the National Securities Commission will be developed in compliance with the accounting principles and in accordance with the specific requirements established by the regulations of the National Securities Commission. + Article 93 The annual financial statements will be verified and certified by independent external censors. Independent external censors are required to register with the National Securities Commission. + Article 94 The National Securities Commission will determine the incompatibilities and conditions to meet for the registration of independent external censors, formulating rules of conduct for such censors and defining their responsibilities in the provision of specific services, including provisions for administrative sanctioning of censors, suspension in case of non-compliance with the law and regulations or those contained in the rules of conduct and professional integrity and cancellation of registration to the National Securities Commission. Issuers and other legal entities subject to the authorization, supervision or control of the National Securities Commission may freely contract the professional services of registered legal censors with the National Securities Commission. + Chapter 8 Investment consultants + Article 95 The professional provision, to the public, of investment advisory services in securities, by natural or legal persons, is made only with the authorization of the National Securities Commission. The National Securities Commission will determine the conditions for obtaining the authorization. + Article 96 The authorized provision of securities placement advisory services includes securities analysis, portfolio selection services, valuation services, as well as publishing activities. The provision of services excludes the acceptance, processing, execution and settlement of customers ' orders to dobindi and alienate securities, including the holding of cash availabilities or securities on the account of their clients. + Article 97 The National Securities Commission, through its regulations on the investment advisory service in securities: a) formulate rules of conduct and define professional qualification levels for the provision of such services; b) provides for sanctions, including the suspension and cancellation of this authorization, in case of non-compliance with the legal requirements, those of the regulations of the National Securities Commission or those of the rules of conduct and integrity professional; c) establish systems and procedures for placement consultations in relation to their reporting, inspection and supervision. + Chapter 9 Systems for the collective clearing and storage of securities + Article 98 Settlement of securities transactions, safekeeping of securities, transfer of ownership of securities and securities registration and payment services as well as any related operations must be carried out by authorized legal persons. Legal entities specialized in carrying out the operations provided in par. 1 shall be established with the prior authorization of the National Securities Commission after the examination of the company contract, their internal status and regulations. Any amendments made to the constituent documents or to the internal regulations shall be subject to the National Securities Commission. The activities of clearing securities transactions and securities depositing shall be carried out under the supervision of the National Securities Commission. + Article 99 Legal entities having as their object the activities provided in art. 98 98 para. 1 1 shall be established as joint stock companies. The minimum subscribed capital and the minimum shed of the securities clearing and collective storage companies shall be established by the regulations of the National Securities Commission and shall be divided exclusively into nominative shares. Shareholders in the commercial clearing and depositing companies of securities may be banks and other credit institutions regulated by Law no. 33/1991, stock exchanges, authorized securities companies, insurance companies, commercial securities companies regulated by this law, as well as other legal entities established by the National Commission of Securities. The National Securities Commission may set maximum percentage of share holders in a securities clearing and collective storage company, both for each individual holder and for the same sector of securities. activity. + Article 100 Commercial securities clearing and storage companies will adopt a management structure that ensures administrative and operational independence from possible competing interests of the shareholders of the companies. That. + Article 101 Commercial securities clearing and depositing companies shall carry out operations with securities received in storage through clearing and storage agents in accordance with contracts concluded with them. Can be collective compensation and storage agents stock exchanges, securities companies, banks and other credit institutions regulated by Law no. 33/1991, insurance companies, as well as any other person authorized by the National Securities Commission for this purpose. + Article 102 Internal regulations and operational procedure will ensure adequate levels of confidentiality and data protection from investors ' accounts. Deposits of securities constituted on behalf of storage and clearing agents must be highlighted so as to distinguish the net between the furnishing values held in the account of the storage and clearing agent and those held in account of third parties Storage and clearing agents are required to keep individualized securities subaccounts held in their clients ' account. The identity and structure of these accounts are strictly confidential to the clearing and storage company to any persons, except for express requests of the legal authorities or in the case of injunctions by judicial decisions or Orders of the National Securities Commission. + Chapter 10 Liabilities and penalties + Article 103 The violation of the provisions of this law and of the regulations adopted in its application shall be sanctioned disciplinarily or administratively, as the case may be, by the National Securities Commission. + Article 104 It constitutes contraventions the following facts, if, according to the conditions in which they were committed, they are not provided by the criminal law as crimes: a) non-compliance with the provisions on the ways of performing the public offer provided in art. 24 24 para. 3 3 and art. 25 25; b) non-compliance with 29 29 para. 4 on the value of the authorization decision, namely the granting of the dispensation for the public offer of securities; c) the negotiation, claim or division of commissions for the intermediation of securities under conditions other than those provided by the regulations of the National Securities Commission; d) keeping the records by the securities companies under conditions other than those provided by law or by the rules adopted in its application; e) non-compliance with financial statements certification obligations, according to art. 83, or their certification of unauthorized persons; f) conduct without authorization of any activities for which this law provides for the obligation to obtain an authorization from the National Securities Commission; g) non-compliance with the regime established by the provisions of the law and regulations of the National Securities Commission for privileged information and confidential information. + Article 105 Commission with intent or at fault, through commission or omission, of any of the contraventions established in art. 104, shall be sanctioned with: a) fine; b) withdrawal of authorization; c) cancellation of authorization; d) temporary or final prohibition, for natural or legal persons, of securities intermediation for a category, for some or for all categories of operations that it includes. The penalty of the fine can be applied cumulatively with any of the sanctions provided in par. 1 lit. b)-d). The penalty of withdrawal, as well as that of the cancellation of the authorization, shall be applied cumulatively with the temporary or definitive prohibition of the exercise of securities intermediation. + Article 106 Commission of contraventions provided in art. 104 is found by the agents empowered for this purpose by the National Securities Commission. The National Securities Commission may delegate to the agents referred to in par. 1 the power to apply only the penalty of the fine, under the conditions and limits established by its regulations. Upon receipt of the acts of finding of its agents, the National Securities Commission may order the extension of investigations, the taking of measures the conservatives and the hearing of the data subjects. The sanction decision is signed by the chairman of the National Securities Commission and produces its effects on the date of its notification to the sanctioned person. + Article 107 The individualization of the sanction will take into account the personal and real circumstances of the act and the conduct of the perpetrator. In the case of repeated committing, within 3 years, of one of the contraventions provided in art. 104, or in the case of committing the contravention by a person convicted of committing, within 3 years preceding its finding, of another contravention of those provided in art. 104, cumulatively with the established sanction shall also apply the maximum of the fine provided for the last committed contravention. In case of finding the commission of two or more contraventions to be sanctioned, the maximum of the fine provided for each of them shall also apply. For contraventions committed under the conditions of par. 2 2 and 3, the application of paragraph 1 1 shall be made only with regard to the establishment of the duration of the prohibition of the exercise of securities intermediation + Article 108 The limits of fines shall be determined as follows: a) between 0.1 and 1% of the paid-up capital, depending on the seriousness of the act; b) between 0.1 and 1% of the paid capital, for each day of exceeding the deadlines fixed by law or by the regulations of the National Securities Commission for the presentation, publication, recording or reporting of situations, information and documents; c) between 1% and 3% of the paid-up capital, in the case of drawing up and presenting the financial statements or other false, incomplete or inaccurate reports; d) between half and the totality of the transaction value or between the totality and double the amount of the profit obtained or the loss avoided by the transaction made with the commission of the contravention provided 104 lit. g), following the highest amount, when double the profit or loss avoided is more than half of the transaction value. When the fine applies to individuals, its limits are set between 100,000 and 1,000,000 lei. + Article 109 In the case of sanction with a fine, the provisions of art. 25 25 and 26 of Law no. 32/1968 on establishing and sanctioning contraventions. + Article 110 The National Securities Commission may sanction with written or public warning the acts committed at fault that did not cause significant property damage or other damage to natural or legal persons under the law. the present law or investor protection, if such acts are not committed under the conditions of art. 107 107 para. 2 2 or 3. + Article 111 The cancellation of the authorization shall also apply to the prohibition of the exercise of securities intermediation for a minimum period of 5 years. + Article 112 In case of sanctioning of legal entities, the National Securities Commission may apply sanctions at most equal by gravity, for the respective contravention, and to individuals to whom, as administrators, legal representatives or exercising de jure or de facto management positions or as professionals in the intermediation of securities or other activities covered by this law, is imputable to them because, although they could and had to prevent They didn't do it. Individuals referred to in par. 1 are also kept at the repair of the patrimonial damage caused by the act constituting contravention. If the act is attributable to several persons, they are held in solidarity with the reparation of the damage caused. + Article 113 The contraventions established by the present law are prescribed within a period of 3 years, which begin to run from the date of the act. + Article 114 It constitutes a crime and is punishable by imprisonment from three months to two years or a fine intermediation of securities without the authorization of the National Securities Commission, committed by administrators, directors of companies and any natural persons. + Chapter 11 Transitional and final provisions + Article 115 Within 120 days of its establishment, the National Securities Commission will develop and apply the necessary regulations for the implementation of the provisions of this Law. + Article 116 The first members of the National Securities Commission will be appointed within 30 days from the date of entry into force of this Law. The president will be appointed for a term of 4 years, and the other 3 members, in descending order of age, for a mandate of 3, 2 and 1 year respectively. + Article 117 The National Securities Commission is authorized to update all the maximum or minimum levels of the amounts expressed in the national currency to which this law refers, including, but not limited to, the minimum required capital, guarantees and fines, in correlation with either the development of the securities market or the evolution of the general conditions prevailing in the economy. The new minimum capital levels required will apply to all companies applying for authorization, starting from the date of the last update operated by the National Securities Commission. Those who carry out activities on the basis of permits issued prior to the update will benefit from a maximum grace period of one year. + Article 118 The development, presentation and publication of financial statements consistent with accounting principles and their submission to independent external censors on the basis of uniform control standards are mandatory for all issuers of values securities subject to this law and for all other legal persons subject to supervision or control of the National Securities Commission. The financial statements thus drawn up shall be presented and published annually or at other intermediate terms, as soon as those principles and standards have been officially adopted by the regulatory authority in the field of accounting and their mandatory application was established by the National Securities Commission on the regulatory and supervisory area assigned by law to it. + Article 119 Until they settle, outside of stock exchanges, supervised trading systems that can adequately provide investors, after the appreciation of the National Securities Commission, the conditions of a transparent and fair market. for securities that are not entered at the share of a stock exchange, the National Securities Commission shall decide whether shares or other securities incorporating or giving the right to a claim on the issuer, registered with the Office of Securities records according to art. 21 21, must or do not appear at the quota of a stock exchange. + Article 120 Until the entry into force of the law on the salary of the members and staff of the National Securities Commission, as well as the stock exchanges, it is applied by assimilation of the salary system provided by Law no. 40/1991 40/1991 *), Annexes no. 4 4 and No. 6 6 of that law. + Article 121 At the date of establishment of the National Securities Commission, the Securities Agency **) ceases its activity. The activity of the Securities Agency and its staff will be taken over by the National Securities Commission. + Article 122 This law shall enter into force after 30 days from the date of publication in the Official Gazette of Romania. Any contrary provisions shall be repealed on the date of entry into force of the law, except those provided in par. 3. Until the date of implementation of the regulations provided for in art. 115 of the law, existing legal provisions remain in force. --------------------------- Note * *) Law no. 40/1991 was republished in the Official Gazette of Romania, Part I, no. 162 162 of 14 July 1993. Note **) The Securities Agency was established by Government Ordinance no. 18/1993 , published in the Official Gazette of Romania, Part I, no. 206 206 of 26 August 1993. This law was adopted by the Senate at the meeting of June 20, 1994, in compliance with the provisions of art 74 74 para. (1) of the Romanian Constitution. SENATE PRESIDENT prof. univ. dr. OLIVIU GHERMAN This law was adopted by the Chamber of Deputies at its meeting on June 21, 1994, in compliance with the provisions of 74 74 para. (1) of the Romanian Constitution. p. CHAMBER OF DEPUTIES PRESIDENT RADU BERCEANU ----------------------------