Law No. 87 Of 28 May 1997

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

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Law No. 87 of 28 May 1997 approving Government Emergency Ordinance nr. 5/1997 on measures for book-keeping of the shareholders, organization and holding of the first general meeting of the shareholders of the companies subject to privatization procedures established by law. 55/1995 published in PARLIAMENT ISSUING the OFFICIAL GAZETTE nr. 107 of 30 May 1997, the Romanian Parliament adopts this law.


The sole article approving Government Emergency Ordinance nr. 5 of 1 March 1997 concerning certain measures for book-keeping of the shareholders, organization and holding of the first general meeting of the shareholders of the companies subject to privatization procedures established by law. 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 shall read as follows: "an Emergency Ordinance on measures to track of shareholders, organization and holding of the first general meeting of the shareholders of the commercial companies law No. privatizabile 55/1995 ". Article 1 shall read as follows: Art. 1. — (1) where, pending the entry into force of this emergency Ordinance, the companies that have been the subject of privatization procedures established by law. 55/1995, hereinafter referred to as society contained in the mass privatization program, has not been met, according to art. 16 of the said law, the extraordinary general meetings of shareholders, resulting in the new structure, it will proceed to convening their meeting and no later than 31 May 1997, in accordance with the provisions of this Ordinance.

(2) the procedure for convening this emergency Ordinance is applicable, as appropriate, and in the case of the first extraordinary general meeting of shareholders of companies which have been subject to the law. 55/1995, but which could not be privatized at least 51% of the share capital. At these companies, through the amendment of the statutes, shall regulate the representation of private shareholders the Board of Directors, in proportion to the share capital owned. "
  

III. Article 2 shall read as follows: Art. 2. — (1) the Institute of Management and computer science will forward, gradually, until April 15, 1997, by the companies contained in the mass privatization program and the financial investment firms from processing the funds of Private property from which they have been allotted, all holders of shares it holds, however, and will ensure that these lists should be accurate complete and covering all shareholders who have resulted from carrying out the privatization program free of charge, pursuant to law No. 55/1995.

(2) on receipt of the lists referred to in the preceding paragraph, the companies contained in the mass privatization program will draw up, by the Trustees and under the supervision of investment firms, consolidated shareholders ' registers, in accordance with the methodology approved through Government decision No. 12/1997, which you will, within 5 days from the date of receipt of the lists referred to in the preceding paragraph, the National Agency for privatization and to the register of authorized independent private, with which he has concluded the contract for the keeping of the shareholders.
  

(3) At the General meetings of shareholders referred to in art. 1, will be called upon people who have acquired the status of a shareholder until the date of taking over of the consolidated, updated, registers of shareholders, administrators of the companies included in the privatization program in the Register of Shareholders, register of private authorized independent which was contracted to keeping of the shareholders or, as the case may be, the Bucharest Stock Exchange in the case of firms covered by the mass privatization program, traded on the stock exchange on the date of entry into force of this emergency Ordinance.
  

(4) the first summon the second convening, as appropriate, shall be made by the managers of the company contained in the mass privatization program, as follows: a) for companies with a shareholding structure under 1,000 members, by sending a letter featured each shareholder;
  

b) to companies with a shareholding of over 1,000 members, by publishing a notice in a newspaper spread in national and local one, for two working days in a row. The notice will contain the elements set out in the annexes to the instructions nr. 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 of 5 august 1996;
  

c) for companies that have been allocated shares pursuant to art. 5 of law No. 55/1995, signed by the nominal shareholders table.
  

(5) a shareholder may be trusted with the power of Attorney for representation, the first general meeting, another shareholder, but can't be trusted with this power of attorney or Manager of a company administrator, and Bush berries and their relatives or their wife, husband and Bush berries and their relatives up to the second degree inclusive. "
  

IV. Article 3 shall read as follows: Art. 3. — (1) the agenda of the extraordinary General shareholder meeting gatherings will encompass, for the purposes of applying the provisions of art. 16 of law No. 55/95, a point concerning amendment of the statutes of the company contained in the mass privatization program and the other one electing new Admins. Also, the first general meeting of the shareholders will decide the situation remaining share capital remained at the disposal of the company contained in the mass privatization program, in which suprasubscriere was recorded, as well as mandating a unique representative of the shareholders, for sale on an organized market of actions resulting from the rest of the capital available to the company. Amendments to the bylaws shall include provisions concerning the type of the company contained in the mass privatization program, shareholders resulting from application of the procedures of privatisation on the basis of law No. 55/1995, organized securities market on which the shares will be traded on the respective company included in the mass privatization program, authorized independent private registry keeps track of the shareholders of the company contained in the mass privatization program.

(2) Dividends for 1996 due to shareholders, registered at the time of take-over of consolidated registers of shareholders in accordance with the provisions of art. 2 (2). (3), and is due for the financial year 1 January to 31 December 1996.
  

(3) Shareholders entitled to attend the general meeting provided for in article 10. 1 are those registered at the register of shareholders or to other independent private registries approved respectively at the Bucharest Stock Exchange Registry for companies listed in the mass privatization program, traded on the stock exchange on the date of surrender by these institutions has consolidated shareholders ' registers, in accordance with the provisions of art. 2 (2). (3)."
  

V. in article 4, paragraph 2 shall be inserted in paragraph 3, with the following contents: "(3) the provisions of this article shall not apply to financial investment companies."
Vi. Article 5 (2) shall read as follows: "(2) the National Agency for privatization, the register of Shareholders and the Bucharest Stock Exchange can shall transmit the list of the holders of shares of a company listed in the mass privatization program only private, independent registry authorized by the National Securities Commission, which ended its contract with the company. The transfer of information from the register of Shareholders or to the Bucharest Stock Exchange to other independent private registries authorized shall be done in accordance with the regulations of the National Commission for securities. "
VII. Article 6(2)(c) shall read as follows: Art. 6.-the provisions of this Ordinance are applicable to emergency a company listed in the mass privatization program until the date on which its status will be altered in accordance with art. 3, with the exception of the provisions of art. 5, which shall remain applicable for the entire period in which the company is listed in the mass privatization program is an open society in accordance with the regulations of the National Commission for securities. "
VIII. In article 7 (1) shall read as follows: Art. 7.-(1) the provisions of this emergency Ordinance, concerning the convening and holding of general meetings shall apply accordingly in financial and investment companies with fixed capital, resulting from the transformation of Private property, Funds only after determining their social capital, in accordance with article 5. 3 paragraphs 1 and 2. (1) and (2) of law No. 133/1996, and National Commission for securities (cnvm) follows to issue specific rules of procedure. "
IX. Article 8 shall read as follows: Art. 8.-(1) Managers of the companies contained in the mass privatization program or financial investment firms, where appropriate, that the general meeting of shareholders without complying with the procedure laid down in the instructions of the National Commission for securities No. 8/1996 are required to convene and a new general meeting, under the terms of this emergency Ordinance. In the case of investment firms which provide financial, new General Assembly will convene no later than 31 October 1997.


(2) the decisions of the extraordinary general meetings of shareholders of the companies contained in the mass privatization program or financial investment firms, where appropriate, taken without compliance with the instructions of the National Commission for securities No. 8/1996, are null and void.
  

(3) the finding of infringement of the provisions of the instructions of the National Commission for securities No. 8/1996 and invalidity decisions taken by the extraordinary general meetings of shareholders, the societies listed in the mass privatization program and the financial investment firms, where appropriate, shall be made by the National Securities Commission, the referral any interested person or on its own initiative. "
  

X. in article 9 (2) shall read as follows: "(2) the finding of violations under paragraph 1. (1) and sanctions shall include, for each case of infringement of the provisions in question in part by the Ministry of finance and the National Securities Commission, empowered by their agencies according to law. "
This law was adopted by the Senate at its meeting of 29 April 1997, in compliance with the provisions of art. 74 para. (2) of the Constitution of Romania.
p. SENATE CRISTIAN DUMITRESCU this law was adopted by the Chamber of deputies at its meeting of 12 May 1997, in compliance with the provisions of art. 74 para. (2) of the Constitution of Romania.
p. CHAMBER of DEPUTIES PRESIDENT ANDREW JOHN CHILIMAN — — — — — — — — — — — — — — — — —