LEGE no. 83 83 of 21 May 1997-(* updated *) for the privatisation of the banking companies to which the State is ((updated until 18 August 2003 *)
ISSUER
PARLIAMENT
---------------- *) The initial text was published in the OFFICIAL GAZETTE no. 98 98 of 23 May 1997. This is the updated form of S.C. "Territorial Center of Electronic Computing" S.A. until August 18, 2003, with the amendments and additions made by: EMERGENCY ORDINANCE no. 59 59 of 27 September 1997 ; EMERGENCY ORDINANCE no. 88 88 of 23 December 1997 ; EMERGENCY ORDINANCE no. 84 84 of 10 June 1999 ; EMERGENCY ORDINANCE no. 212 212 of 29 December 1999 ; EMERGENCY ORDINANCE no. 45 45 of 2 May 2000 ; LAW no. 521 521 of 9 October 2001 ; EMERGENCY ORDINANCE no. 44 44 of 4 April 2002 . The Romanian Parliament adopts this law + Article 1 The banking companies to which the State is a shareholder, hereinafter referred to as banking companies, established under Law no. 15/1990 on the reorganisation of state economic units as autonomous kings and companies, the Law no. 31/1990 on companies and the Law no. 33/1991 *) on banking activity, is privatized according to the provisions of this law. --------------- * *) Law no. 33/1991 has been repealed by LAW no. 58 58 of 5 March 1998 published in MONITORUL OFFICIAL no. 121 121 of 23 March 1998. + Article 2 (1) The privatization of banking companies is carried out using one of the following procedures: ... a) the increase of the share capital by private capital contribution, in cash, on the basis of a public offer or a private placement, made according to the legal provisions in force; ... b) sale of shares managed by the State Property Fund, only against cash, with full payment, to Romanian individuals and legal entities with majority private share capital, including to the resulting financial investment companies from the transformation of Private Property Funds, as well as to individuals and foreign legal entities with majority private capital; ... c) the combination of the procedures referred to in point. a) and b). ... (2) Exception to the provisions of par. (1) relating to foreign legal entities shall constitute international financial institutions. ... + Article 3 Repealed. ----------------- Article 3 was repealed by art. 1 of EMERGENCY ORDINANCE no. 45 45 of 2 May 2000 published in MONITORUL OFFICIAL no. 192 192 of 4 May 2000. + Article 4 Repealed. ----------------- Article 4 was repealed by art. 44 of EMERGENCY ORDINANCE no. 88 88 of 23 December 1997 published in MONITORUL OFFICIAL no. 381 381 of 29 December 1997. + Article 5 Repealed. ----------------- Article 5 was repealed by art. 44 of EMERGENCY ORDINANCE no. 88 88 of 23 December 1997 published in MONITORUL OFFICIAL no. 381 381 of 29 December 1997. + Article 6 (1) For the privatization of each banking company is constituted by Government decision, at the joint proposal of the National Bank of Romania, the Authority for Privatization and Administration of State Participations and the Ministry of Public Finance, a privatization commission that responds to the achievement of the objectives of this law and to respect the principles of transparency, rigor and objectivity. ... (2) The privatization commission will supervise all operations related to the privatization of banking companies under the present law. ... (3) The privatization commission consists of 9 members, one of whom is president. ... (4) The membership in the privatisation committee is incompatible with the membership of the board of directors of the banking company, the director in that banking company or the member of its supervisory board, as well as the the provision of any kind of activities of a nature to make it dependent on potential buyers of the packages of shares offered for sale. ... ((5) The members of the privatisation commission may not, by means of acts between the vineyards, be shares of the banking company within a period of 3 years after the end of the term of office, the period in which they return and the obligation to keep the absolute secret in respect of the facts and the information they have had access to in the exercise of their function and which relates to the banking company whose privatisation oversees it. ... ((6) The members of the privatisation committee will not be able to hold, before the passage of a period of 3 years after the termination of their office, the position of administrator, member of the special supervisory committee, special administrator or member of the committee of direction at the commercial bank that has been privatized or at one of its subsidiaries or branches or to exercise repaid activity in this banking company. ... (7) Each privatization commission shall submit to the Government the report on the privatization operation for which it has been appointed, both on its completion and on the occasion of the completion of each stage of it. ... ----------------- Alin. ((1) art. 6 was amended by EMERGENCY ORDINANCE no. 212 212 of 29 December 1999 , published in MONITORUL OFFICIAL no. 650 650 of 30 December 1999; amended by LAW no. 521 521 of 9 October 2001 published in MONITORUL OFFICIAL no. 661 661 of 22 October 2001; Alin. ((3) art. 6 was amended by EMERGENCY ORDINANCE no. 212 212 of 29 December 1999 published in MONITORUL OFFICIAL no. 650 650 of 30 December 1999; Alin. ((6) art. 6 was amended by EMERGENCY ORDINANCE no. 45 45 of 2 May 2000 published in MONITORUL OFFICIAL no. 192 192 of 4 May 2000. + Article 7 (1) Privatization of banking companies by any of the procedures and methods provided in art. 2 will be carried out on the basis of the evaluation report and the feasibility study, prepared by a specialized company, selected by tender in accordance with the methodological norms approved by Government decision, at the proposal of the National Bank of Romania, the Authority for Privatization and Administration of State Participation and the Ministry of Public Finance. ... ((1 ^ 1) If the specialized company gives up the continuation of the consultancy activity for the completion of the evaluation report and the feasibility study, the National Bank of Romania, the Authority for Privatization and Administration The State's holdings and the Ministry of Public Finance will propose for approval to the Government another specialized company that participated in the initial tender and expressly manifests its intention to continue and complete the the activity of drawing up the evaluation report and the feasibility study, under financial conditions at most equal to those of the specialized firm that gave up. (1 ^ 2) If several specialized companies have indicated their intention, the institutions provided in par. (1 ^ 1) will propose for approval to the Government specialized company that offered the most advantageous financial conditions for the contracting authority. (2) The evaluation report of a banking company will be drawn up in accordance with international standards in the matter. The feasibility study will also include recommendations on: ... a) the process and method/methods of privatization that are indicated to be used; ... b) the optimal ownership structure that must result after privatization; ... c) the maximum share of social capital that can be acquired by individuals and/or legal entities; ... d) the maximum share of social capital that can be offered for privatization, in one step; ... e) repealed; ... f) the categories of shares that can be issued, the amount of the issue premium and the sale price, if the privatization process most indicated is the increase of the share capital or a combination thereof with the sale of shares by State Property Fund. ... (3) The main elements of the evaluation report and the feasibility study, appropriated by the privatisation commission, are subject to the advertising regime in the main daily national spread, as well as in the main weeks international financial. ... (4) The specialized company, selected according to the provisions of (1), will grant the privatization and consulting commission for the completion of the privatization process. ... ----------------- Alin. ((1) art. 7 was amended by EMERGENCY ORDINANCE no. 212 212 of 29 December 1999 published in MONITORUL OFFICIAL no. 650 650 of 30 December 1999; amended by LAW no. 521 521 of 9 October 2001 published in MONITORUL OFFICIAL no. 661 661 of 22 October 2001; Letter e) a par. ((2) of art. 7 7 has been repealed by art. 44 of EMERGENCY ORDINANCE no. 88 88 of 23 December 1997 published in MONITORUL OFFICIAL no. 381 381 of 29 December 1997. Alin. ((4) art. 7 was introduced by EMERGENCY ORDINANCE no. 84 84 of 10 June 1999 Published in OFFICIAL GAZETTE no. 270 270 of 11 June 1999. Alin. ((1 ^ 1) and (1 ^ 2) of art. 7 were introduced by EMERGENCY ORDINANCE no. 44 44 of 4 April 2002 published in MONITORUL OFFICIAL no. 263 263 of 18 April 2002. + Article 8 (1) The processes and methods used, as well as the share capital shares that may be acquired by natural or legal persons in the process of privatization of banking companies shall be established for each case by Government decision, upon proposal privatization commission, on the basis of consultations and joint opinion of the Authority for Privatization and Administration of State Participations, National Bank of Romania and the Ministry of Public Finance. ... (2) The Government, on the proposal of the privatization commission, will decide on the circumstances in which the conditions of privatization of a banking company, established according to the previous paragraph, may be modified. ... ----------------- Alin. ((1) art. 8 was amended by EMERGENCY ORDINANCE no. 212 212 of 29 December 1999 published in MONITORUL OFFICIAL no. 650 650 of 30 December 1999; amended by LAW no. 521 521 of 9 October 2001 published in MONITORUL OFFICIAL no. 661 661 of 22 October 2001; + Article 9 (1) Buying the shares purchased from the State Property Fund by the persons referred to in art. 2 lit. b) of this law is made both in lei and in foreign currency. The amounts in foreign currency collected by the State Property Fund for the actions managed at the banking companies and which are the subject of a sale-purchase contract will be transferred to the foreign exchange reserve of the state, following that the National Bank of Romania will settle the value in lei of the currency received, at the rate announced for the day of the transaction. ... (2) If the privatization procedure chosen is the increase of the share capital, including a combination thereof with the sale of shares by the State Property Fund, the subscription of the shares shall be made in lei, and their payment shall be made both in lei and in foreign currency. ... (3) If individuals or foreign legal entities opt to make the payment of shares in lei, in whole or in part, they will have to prove that the respective amounts were obtained in compliance with the currency regime applicable in Romania. ... + Article 10 (1) Commercial banks, legal persons of Romanian or foreign nationality, who operate on the territory of Romania, may not grant credits for the payment of shares of interest from the State Property Fund or for payment the shares subscribed in the case of the increase of the share capital in the privatisation banking companies. ... (2) Romanian or foreign natural or legal persons may not use credits obtained from the country for the purchase, in any form, of the shares issued by the banking companies that fall under the provisions of this law. ... ((3) In the case of the use of credits obtained from abroad, it is forbidden to set up the pledge on the shares to be acquired, in order to guarantee their reimbursement. ... (4) The interest of actions in violation of the provisions of par. ((1), (2) and (3) shall be struck by absolute nullity. ... + Article 11 Repealed. ----------------- Article 11 was repealed by art. 44 of EMERGENCY ORDINANCE no. 88 88 of 23 December 1997 published in MONITORUL OFFICIAL no. 381 381 of 29 December 1997. + Article 12 Repealed. ----------------- Article 12 has been repealed by art. 44 of EMERGENCY ORDINANCE no. 88 88 of 23 December 1997 published in MONITORUL OFFICIAL no. 381 381 of 29 December 1997. + Article 13 (1) Within 60 days from the date of privatization of the majority of the share capital of a banking company, the extraordinary general meeting of the shareholders will be convened, in the new resulting structure. ... (2) The extraordinary general meeting of the shareholders, provided in par. (1), will have on the agenda the modification of the constitutive acts and the election of the new administrators of the privatized banking company. ... (3) In bank companies with partial state capital, the State Property Fund will be represented on the boards in proportion to the share of the share capital they manage. ... + Article 14 (1) Natural or legal persons, Romanian or foreign, acting directly or indirectly, individually or together and in connection with third parties, will not be able to acquire ownership of a number of shares representing more than 20% of the total share capital of a banking company that is privatised according to this law, with the exception of reputed international financial-banking institutions. ... ((2) Abrogat. ... (3) The interest of the right of ownership on the shares of a banking company that is privatized, in violation of the provisions provided in par. (1) and (2), constitute deviation from the banking prudence rules and shall be sanctioned with regard to the acquirer of the exercise of the related voting rights, as well as with the obligation for him to assign, under the law, the share of social capital so acquired. ... (4) The National Bank of Romania will notify the boards of privatized banking companies about the loss of voting rights, in the cases provided in par. ((3), as well as the obligations of the persons concerned. ... (5) If the shares acquired in violation of the provisions of par. (1) and (2) are not divested within 90 days from the date of finding the deviation, the National Bank of Romania will order the banking company in question the cancellation of the respective shares, the issuance of new shares carrying the same number and their sale, following that the price collected be recorded at the disposal of the original acquirer, after the retention of the sales spezes. ... ----------------- Alin. ((2) of art. 14 14 has been repealed by art. 44 of EMERGENCY ORDINANCE no. 88 88 of 23 December 1997 published in MONITORUL OFFICIAL no. 381 381 of 29 December 1997. + Article 15 Contracts for the early purchase of shares, as well as any other arrangements in connection with this operation, concluded before the period established by the normative acts governing the privatization of the banking company in question, shall be hit. of absolute nullity. + Article 16 The Government together with the National Bank of Romania will inform, on a quarterly basis, on the basis of the reports of the privatization commissions, the two Houses of Parliament regarding the evolution of the privatization process of the banking companies and its results. + Article 17 ((1) The operations in connection with the privatization process of the banking companies, which are subject to this law, are not subject to the financial control of the Court of Auditors. ... ((2) Abrogat. ... ----------------- Alin. ((2) of art. 17 17 has been repealed by art. 44 of EMERGENCY ORDINANCE no. 88 88 of 23 December 1997 published in MONITORUL OFFICIAL no. 381 381 of 29 December 1997. + Article 18 (1) This law shall enter into force within 30 days from the date of its publication in the Official Gazette of Romania. ... (2) Within the period provided in par. (1), the Romanian Development Agency, the State Property Fund and the National Bank of Romania will submit to the Government, for approval, the organizational measures that are required for the application of this law. ... ----------------- In par. ((2) of art. 18 the term "National Agency for Privatization" is replaced by the "Romanian Development Agency" by art. 2 of EMERGENCY ORDINANCE no. 212 212 of 29 December 1999 published in MONITORUL OFFICIAL no. 650 650 of 30 December 1999. This law was adopted by the Senate at the meeting of April 14, 1997, in compliance with the provisions of art 74 74 para. (1) of the Romanian Constitution. ----------------- NOTE: Alin. ((2) art. 5 of EMERGENCY ORDINANCE no. 59 59 of 27 September 1997 Published in OFFICIAL GAZETTE no. 267 267 of 6 October 1997 provides: "" (2) On the date of entry into force of this Emergency Ordinance, Law no. 83/1997 for the privatization of the banking companies to which the state is a shareholder, published in the Official Gazette of Romania, Part I, no. 98 of 23 May 1997, shall be amended and supplemented accordingly. '; SENATE PRESIDENT PETRE ROMAN This law was adopted by the Chamber of Deputies at its meeting on April 18, 1997, in compliance with the provisions of 74 74 para. (1) of the Romanian Constitution. p. CHAMBER OF DEPUTIES PRESIDENT VASILE LUPU ---------
