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Law No. 87 Of 28 May 1997

Original Language Title:  LEGE nr. 87 din 28 mai 1997

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LEGE no. 87 87 of 28 May 1997 for approval Government Emergency Ordinance no. 5/1997 on certain measures for the record of shareholders, the organisation and conduct of the first general meeting of shareholders in the companies which were subject to the privatisation procedures established by Law no. 55/1995
ISSUER PARLIAMENT
Published in OFFICIAL MONITOR no. 107 107 of 30 May 1997



The Romanian Parliament adopts this law + Article UNIC Approval Government Emergency Ordinance no. 5 5 of 1 March 1997 on certain measures for the record of shareholders, the organisation and conduct of the first general meeting of shareholders in the companies which were subject to the privatisation procedures established by Law no. 55/1995 , published in the Official Gazette of Romania, Part I, no. 35 of 4 March 1997, with the following amendments and additions: I. The title of the ordinance will read as follows: " Emergency Ordinance on measures for the bookkeeping of shareholders, organization and conduct of the first general meeting of shareholders in privatizable companies by Law no. 55/1995 " II. Article 1 will read as follows: "" Art. 1. --(1) Where, until the entry into force of this emergency ordinance, the companies which have been subject to the privatization procedures established by Law no. 55/1995 , hereinafter referred to as companies included in the mass privatization program, did not meet, according to art. 16 of that law, the extraordinary general meetings of the shareholders, in the new resulting structure, will be made at the convocation and at their meeting until May 31, 1997, in accordance with the provisions of this emergency ordinance. (2) The procedure for the convocation provided for by this Emergency Ordinance shall be applicable, accordingly, and in the case of the first extraordinary general meetings of the shareholders of the companies which have been subject to the Law no. 55/1995 , but at which at least 51% of the share capital was not privatised. In these companies, by amending the statute, it will regulate the representation of private shareholders on the board of directors, in proportion to the share of the share capital held. " III. Article 2 will read as follows: "" Art. 2. -(1) The Institute of Management and Informatics will transmit, staggered, until April 15, 1997, to the companies included in the mass privatization program and to the financial investment companies resulting from the transformation of the Funds The Private Property to which they were arondate, all the lists of the holders of shares that it holds, however, and will ensure that these lists are correct, complete and contain all the shareholders that resulted from the privatization program free of charge, following the application Law no. 55/1995 . (2) After receiving the lists provided for in the preceding paragraph, the companies covered by the mass privatization programme shall draw up, through the care of the administrators and under the supervision of the financial investment companies, the consolidated registers of shareholders, in accordance with the methodology approved by Government Decision no. 12/1997, which they will transmit, within 5 days from the date of receipt of the lists provided for in the previous paragraph, to the National Agency for Privatization and to the authorized private independent register with which the record keeping contract has been concluded shareholders. (3) At the general meetings of the shareholders, provided in art. 1, the persons who acquired the status of shareholder will be convened until the date of taking over the consolidated, updated registers of the shareholders, by the administrators of the companies included in the mass privatization program at the Romanian Register of the Shareholders, another independent private register authorized with which was concluded a contract of young shareholders ' record or, as the case may be, from the Bucharest Stock Exchange, in the case of companies included in the mass privatization program, traded on the Exchange on the date of entry into force of this Emergency Ordinance. (4) The first convocation and the second convocation, as the case may be, will be made by the administrators of the company contained in the mass privatization program, as follows: a) for companies with a shareholding under 1,000 members, by sending a letter recommended to each shareholder; b) for companies with a shareholding of more than 1,000 members, by publishing an ad in a newspaper of national spread and in a local one, for two working days, consecutively. Instructions no. 8/1996, approved by Order no. 14/1996 of the President of the National Securities Commission, published in the Official Gazette of Romania, Part I, no. 176 176 of 5 August 1996; c) for companies to which shares have been allocated according to art. 5 5 of Law no. 55/1995 , by nominal table signed by the shareholders. (5) A shareholder may entrust the proxy of representation, in the first general meeting, to another shareholder, but cannot entrust this proxy to the manager or an administrator of the company, as well as to the afini and their relatives or to the spouse, to their wife and to their relatives and relatives, to the second degree inclusive. " IV. Article 3 will read as follows: "" Art. 3. -(1) The agenda of the first extraordinary general meeting of shareholders will include, in order to apply the provisions art. 16 16 of Law no. 55/1995 , one point on the modification of the company's status in the mass privatization program and another on the choice of new administrators. Also, the first extraordinary general meeting of shareholders will decide the situation of the remaining social capital left at the disposal of the company contained in the mass privatization program, to which the oversubscription was recorded, as well as the mandating of a single shareholder representative, for the sale on an organized market of shares resulting from the remaining social capital at the disposal of the company. The changes to the statute will include provisions relating to the type of company contained in the mass privatization program, the ownership structure resulting from the application of privatization procedures on the basis of Law no. 55/1995 , the organized securities market on which the shares of the respective company included in the mass privatization program will be traded, the authorized private independent register that keeps records of the shareholders of the company contained in the Mass privatization. (2) The dividends related to 1996 shall be due to the shareholders, registered at the date of taking over the consolidated registers of the shareholders in accordance with the provisions of art. 2 2 para. ((3), and shall be due for the financial year 1 January to 31 December 1996. ((3) The shareholders who have the right to participate in the general meeting provided for in art. 1 are those registered with the Romanian Register of Shareholders or other independent private registers authorized, respectively at the Register of the Bucharest Stock Exchange for the companies included in the mass privatization program, traded on the date of delivery by these institutions of the consolidated registers of shareholders, in accordance with the provisions of art. 2 2 para. ((3). ' V. In Article 4, after paragraph 2, paragraph 3 is inserted, with the following contents: "(3) The provisions of this Article shall not refer to financial investment firms." VI. Article 5 (2) will read as follows: " (2) The National Agency for Privatization, the Romanian Register of Shareholders and the Bucharest Stock Exchange may transmit the list of holders of shares of a company included in the privatisation program to the private independent register only, authorized by the National Securities Commission, which concluded a contract with the respective company. The transfer of information from the Romanian Register of Shareholders or from the Bucharest Stock Exchange to other authorized independent registers will be made in accordance with the regulations of the National Securities Commission. " VII. Article 6 will read as follows: "" Art. 6. -The provisions of this emergency ordinance are applicable to a company contained in the mass privatization program until the date on which its status will be amended in accordance with art. 3, except the provisions of art. 5, which will remain applicable throughout the period in which the company contained in the mass privatization program is an open company according to the regulations of the National Securities Commission. " VIII. Article 7 (1) will read as follows: "" Art. 7. -(1) The provisions of this emergency ordinance, regarding the convocation and conduct of general meetings, are also applicable accordingly to financial investment companies with fixed capital, resulting from the transformation of Funds Private property, only after determining their share capital, in accordance with art. 3 3 para. ((1) and (2) of Law no. 133/1996, and for which the National Securities Commission is to issue specific operating rules. " IX. Article 8 will read as follows: "" Art. 8. --(1) The administrators of the companies included in the mass privatization program or of the financial investment companies, as the case may be, to which the general meetings of the shareholders were held without complying with the procedure provided by the Instructions National Securities Commission no. 8/1996, have the obligation to convene and hold a new general assembly, under the conditions of this emergency ordinance. In the case of financial investment companies, the new general meeting will be convened by 31 October 1997. (2) The decisions of the extraordinary general meetings of the shareholders of the companies included in the mass privatization program or of the financial investment companies, as the case may be, taken without compliance with the provisions of the National Commission Securities no. 8/1996, they're null and void. (3) The finding of violation of the provisions of the National Securities Commission's Instructions no. 8/1996 and the nullity of the decisions taken by the extraordinary general meetings of the shareholders, the companies included in the mass privatization program and the financial investment companies, as the case may be, shall be made by the National Commission of Values Securities, upon referral to any interested person or ex officio. " X. Article 9 (2) shall read as follows: " (2) Finding the contraventions provided in par. (1) and the application of sanctions shall be made, for each case of violation of the respective provisions, by the Ministry of Finance and the National Securities Commission, through their agents empowered according to the law. " This law was adopted by the Senate at the meeting of April 29, 1997, in compliance with the provisions of art 74 74 para. (2) of the Romanian Constitution. p. SENATE PRESIDENT CRISTIAN DUMITRESCU This law was adopted by the Chamber of Deputies at its meeting on May 12, 1997, in compliance with the provisions of 74 74 para. (2) of the Romanian Constitution. p. CHAMBER OF DEPUTIES PRESIDENT ANDREI IOAN CHILIMAN -----------------