LAWON RIGHT TO GRATUITOUS SHARES AND PECUNIARY COMPENSATION TO BE REALIZED BY CITIZENS IN PRIVATIZATION PROCEDURE("Official Herald of the Republic of Serbia", Nos. 123/2007, 30/2010, 115/2014 and 112/2015) |
Article 1
The present Law governs the realization of the right of citizens to pecuniary compensation on the ground of sale of shares or stocks (hereinafter: pecuniary compensation), filed in the Privatization Registry, and the transfer of shares of enterprises and companies specified by the present Law (hereinafter: transfer of shares).
The present Law also governs the realization of the right of employees and former employees in enterprises and commercial companies referred to in paragraph 1 of the present Article, to the gratuitous transfer of shares of these enterprises and commercial companies.
The present law regulates the establishment of the Shareholders Fund and the transfer of gratuitous shares from the Shareholders Fund to the citizens without compensation.
Article 2
Rights in conformity with the present Law shall be realized by persons meeting the ensuing requirements:
1) to be eighteen years of age on 31 December 2007 inclusive, and to be, on the day of acquiring the right-holder’s status, filed in the register of voters of competent municipal agencies;
2) to be, on the day of entering into force of the present Law, the citizens of the Republic of Serbia;
3) to have had on 30 June 2007 the domicile on the territory of the Republic of Serbia and/or the status of a temporary displaced person from Kosovo and Metohija;
4) to have not, totally or partially, in any way realized the right to gratuitous shares in conformity with the Law on Ownership Transformation ("Official Herald of the RS", Nos. 32/1997 and 10/2001) or the Law on Privatization, and
5) to be filed in the right-holder records kept by the Ministry responsible for privatization affairs, in conformity with the present Law.
Persons referred to in paragraph 1 of the present Article shall gain the right-holder status on the day of filing in the right-holder records, in accordance with this law.
On the day of gaining the status of the right-holder, the persons specified in paragraph 1 of the present Article shall forfeit the right to acquiring gratuitous capital granted to employees in the entity to be privatized in compliance with the Law on Privatization.
Equality in Realization of Right
Article 3
Persons referred to in Article 2 of the present Law (hereinafter: right-holders) shall acquire the right to an equal amount of pecuniary compensation and an equal number of shares of every enterprise and/or commercial companies as stipulated by the present Law.
Article 4
The right to gain the right-holder’s status shall not be transferable and may not be the subject of inheritance.
The right to pecuniary compensation and the right to transfer of shares, from the day of filing in the rights-holder records until the day of receipt of pecuniary compensation, and/or filing of a rights-holder as the lawful owner of shares that are the subject of gratuitous transfer to the Central Securities Depository and Clearing House (hereinafter: Central Registry) shall not be transferable, nor shall it be the subject of any kind of disposal, including pledging as a collateral to grant security and other legal transactions to the same or similar effect.
In case of demise of a person who filed the application to be recorded in the right-holder records pursuant to the present Law, and/or death of a person who gained the right-holder’s status, the heirs of the person in question shall acquire and/or exercise the right to pecuniary compensation and the right to transfer of shares under the conditions and in the mode these rights would be gained and/or realized by the person they have inherited.
Any holding of shares contrary to provisions of paragraphs 1 through 3 of the present Article shall be deemed null and void.
II PROCEDURE OF FILING OF RIGHTS - HOLDERS
Article 5
The rights-holder records shall be kept by the Ministry responsible for privatization affairs as a public and electronic data base (hereinafter: rights-holder records).
Application for Filing in Rights-holder Records
Article 6
The application for filing in the rights-holder records shall be submitted in compliance with public invitation announced by the Agency (hereinafter: public invitation).
The deadline for submitting the application specified in paragraph 1 of the present Article shall be specified in the public invitation with the provision that it may not be shorter than 6 months from the day of announcing the public invitation.
Persons referred to in Article 2 of the present Law who fail to submit the application specified in paragraph 1 of the present Article until the expiry of deadline indicated in public invitation shall not acquire the right-holder status and shall not exercise the right to pecuniary compensation and/or to transfer of shares.
Filing in the Right-holder Records
Article 7
The Ministry responsible for privatization affairs shall file in the rights-holder records the person who submitting the application within the time limit indicated in public invitation and satisfying the requirements specified in Article 2, paragraph 1 items 1 through 4 of the present Law.
Article 8
(Deleted)
Initiation of Administrative Dispute
Article 9
Decisions taken in accordance with this Law shall be final.
Against the decision referred to in paragraph 1 of this Article an administrative dispute may be initiated within 30 days of delivery of the decision.
Detailed Regulation of Procedure and Mode of Right-holder Records
Article 10
The Government shall regulate the details of procedure and mode of the right-holder records.
IIa THE ESTABLISHMENT OF THE FUND, FUNDS FOR ESTABLISHMENT AND OPERATION, PROPERTY, OPERATION AND THE FUND BODY
Establishment, Legal Status, Headquarters and Legal Structure
Article 10a
The Shareholders Fund shall be established (hereinafter: the Fund).
The Fund has rights and obligations determined by the present law.
The Fund has the status of a legal entity.
The Fund’s headquarters are located in Belgrade.
The Fund shall be established as a closed joint stock company. The operations of the Fund shall also be governed by regulations that stipulate the status of the business companies.
The business activity of the Fund shall be:
65232 - Financial agency.
Funds for Establishment of the Fund
Article 10b
The Republic of Serbia, as a founder of the Fund, shall pay in the pecuniary contribution of 50,000 euros, in dinars counter value under the middle exchange rate of the National Bank of Serbia on the day of payment.
The funds for establishment of the Fund shall be appropriated in the Budget of the Republic of Serbia.
The contribution in kind of the Fund shall be consisted of shares and stakes:
1) Registered by the Privatization Register;
2) Transferred from the Share Fund to the Fund, in accordance with law.
The pecuniary contribution of the Republic of Serbia shall not be transferred to the right holders.
The Property of the Fund and the Shares of the Fund
Article 10c
The property of the Fund is constituted by the ownership right that the Fund has over the contribution in kind:
1) On shares and stakes registered in the Privatization Register;
2) On shares and stakes transferred from the Share fund to the Fund, in accordance with law.
The property of the Fund shall be augmented by payment:
1) Of shares and stocks of the subjects of privatization transferred to the Fund in accordance with the regulations governing the privatization;
2) Of capital of the public utilities companies that shall be privatized in accordance with the regulations governing the privatization;
3) Dividends on shares, or distributed profit based on contributions, owned by the Fund.
The property of the Fund can also be augmented by the contribution of the capital of other legal entities that are state owned, in accordance with an act of the Government.
The total property of the Fund referred to in Para. 1 and 2 hereof shall be shown in shares of the Fund that shall be transferred without compensation to the right holders.
Article 10d
The value of the property of the Fund referred to in Article 10c Paragraph 1 of the present law, shall be determined on the basis of market, or nominal, value of shares or accounting value of shares if they are issued without nominal value and the accounting value of contributions paid into the Fund.
The property of the Fund can neither be subject to a pledge, nor included into liquidation or bankruptcy estate, nor can it be subject to enforced collection for settlement of receivables.
Article 10e
The Ministry in charge of privatization affairs shall perform the activities of the Fund in the name and for the account of the Fund.
In carrying out the activities referred to in paragraph 1 of this Article, the Ministry responsible for privatization affairs shall:
1) Take care of the shares or stakes that make up the Fund's assets and financial resources of the Fund;
2) Transfer without remuneration the shares of the Fund to persons who have acquired the status of holders of rights in accordance with this Law;
3) Sell the shares or stakes that make up the Fund's assets;
4) Exercise the right to vote embedded in shares or stakes owned by the Fund, in accordance with the law;
5) Use the right of the disagreeing shareholder in accordance with the law governing the legal status of companies;
6) Keep the business books of the Fund and prepare the financial statements of the Fund;
7) Prepare biannual reports on the operations of the Fund, which shall deliver to the Government after their adoption by the Council of the Fund;
8) Keep records of shares and stakes of the Fund;
9) Perform other duties for the Fund in accordance with the law and acts of the Fund.
The Minister shall regulate in detail the conditions and manner of conducting activities in the name and for the account of the Fund.
Article 10f
The Fund’s Body is the Fund’s Council (hereinafter: the Council).
The Council has a president and four members, appointed and dismissed by the Government, nominated by the minister.
The President of the Council represents the Fund.
The mandate of the President and members of the board is five years, with a right to reappointment.
In order to be appointed for the President or member of the Council a person must be an expert in one or several areas of expertise in the auspices of the Fund, with a second degree college education (graduate studies - masters, specialized graduate studies, specialized professional studies), or basic studies lasting at least four years, which by appointment for the President or member of the Council would not be in conflict of public and private interest, which has not been convicted for criminal acts in the area of labor law relations, commerce, property, justice, public order and legal transactions, official duty, bribe and corruption or for criminal acts and corporate felonies stipulated by laws that regulate the securities market, privatization, insurance, banks and other financial organizations.
A person who is simultaneously a shareholder or member of a company holding a stake higher than 5% in the basic capital of a company wherein the Fund owns shares or stake, or who is a member of the management, the supervisory board, or the executive board of directors of a company wherein the Fund owns shares or stake, cannot be appointed for a president or member of the Council.
The President and a member of the Council receive remuneration for their work in the Council, the amount of which is prescribed by the minister.
The Council shall:
1) Adopt the Program of the Fund for each calendar year, renders its Rules of Procedure and other documents relevant to the operation of the Fund;
2) Determine the number and nominal value of the shares issued by the Fund;
3) Render the decisions on issuance of shares of the Fund;
4) Render a decision on the sale of shares outside the securities market by method of public call for bids with an auction and acceptance of a takeover bid, except in case when the sale is conducted in accordance with the provisions of the law regulating privatization;
5) Adopt a six month report on the operations of the Fund and the annual financial report of the Fund;
6) Hire an external auditor for the drafting of the report on the annual audit of financial statements of the Fund, which is submitted to the Government;
7) Issue a power of attorney to the State Attorney’s Office or lawyers with whom contracts are concluded for the provision of legal services, to represent the Fund before the courts, arbitrations, administrative bodies and other competent authorities;
8) Perform other activities important for the work of the Fund.
Article 10g
The Fund’s Program stipulates:
1) Dynamics and volume of sale of shares or stakes;
2) Harmonizing of the dynamics of sale of shares or stakes with planned revenues of the Fund;
3) (Deleted)
4) And other issues of value to the Fund’s operations.
III SALE OF FUND’S SHARES AND STAKES
Right to Pecuniary Compensation
Article 11
A right-holder shall exercise the right to pecuniary compensation from the proceeds received through the sale of shares and/or stakes filed in the Privatization Registry (hereinafter: shares and stocks), or transferred to the Fund.
Sale of Shares and Stakes Transferred to the Fund
Article 12
The shares or stakes referred to in Article 10c of this Law that are transferred to the Fund, shall be sold in line with the Program of the Fund.
Shares referred to in paragraph 1 of this Article shall be sold at the securities market in accordance with the provisions of the law regulating the securities market.
Shares of the Fund may be sold out of the securities market too, by method of public call for bids with an auction, in accordance with the regulations governing privatization, and by acceptance of the takeover bid, in accordance with the law governing the takeover of joint stock companies, as well as by using the institutes for the sale of shares, or stakes, in accordance with the law governing the legal status of companies.
Concurrently with the bid for sale of shares/stakes using public call for bids with an auction, shares/stakes of individual shareholders/stakeholders of a legal person whose shares/stakes are offered for sale may also be offered for sale, in order to sell the majority package of shares/stakes.
In the procedure of the sale of shares referred to in paragraph 1 of this Article the principles of transparency and non-discrimination shall be respected.
The Government shall specify the method and manner of sale of shares and stakes in joint stock companies whose shares are not admitted to trading on a regulated market, or in a multilateral trading facility within the meaning of the law governing the capital market, owned by the Fund, as well as owned by the Development Fund of the Republic of Serbia and Republic’s Fund for Pension and Disability Insurance.
Using the Voting Rights from Shares held legally by the Fund
Article 12a
The Ministry responsible for privatization affairs shall use the right to vote from shares whose legal holder is the Fund, while making decisions on: reducing or increasing the capital of a joint stock company; reorganization of the joint stock company; pledging things, mortgaging and other cases of asset encumbrance; giving or taking of property under a long-term lease; settlement with creditors; acquisition or disposition of real estate and assets of high value; initiation of bankruptcy proceedings upon the proposal of that Ministry in accordance with the law regulating privatization; withdrawal of one or more classes of shares from the regulated market, or a multilateral trading platform, in terms of the law governing the capital market, as well as all other decisions which carry the possibility of using the rights of dissenting shareholders in accordance with the law governing the legal status of companies; appointment of representatives of the Fund in the management body of the joint stock company in which the Fund has at least 25% of the shares of the total capital of the company.
A joint stock company shall ask the Ministry in charge of privatization affairs to declare whether it shall use the right to vote at the session of shareholders' general meeting in which a decision referred to in paragraph 1 of this Article shall be rendered, no later than 15 days before such decision is to be made.
If the Ministry in charge of privatization affairs fails to declare on the decision referred to in paragraph 1 of this Article up to the date of the rendering of the decision, it shall be deemed that it has attended the session of the shareholders’ general meeting and voted against such decision.
A decision made contrary to paragraph 2 of this Article shall be void.
The Minister shall prescribe in detail the method of declaring of the Ministry in charge of privatization affairs concerning the transferred shares whose legal holder is the Fund.
The representative of the Fund in the management body, elected by the general meeting of shareholders, shall perform the entrusted duty independently and with due diligence, in accordance with the law.
The provisions of this Article shall be applicable mutatis mutandis to the stakes.
Companies in which the Fund holds shares shall at the request of the Ministry responsible for privatization affairs, within seven days of receipt of the request, deliver the prospectus to the securities market and enter into a contract with the securities market on the inclusion of securities on the regulated market, or provide the conditions for trading of shares on the securities market.
If a company fails to comply with the request under paragraph 8 of this Article of the Ministry responsible for privatization affairs, or upon written initiative of shareholders having at least one tenth of the initial capital of the issuer, that Ministry shall send an order to the Belgrade Stock Exchange to put the shares on the market of the Belgrade Stock Exchange. The Belgrade Stock Exchange shall, under order of the Ministry, without compensation put the shares of the company on the market.
Article 13
(Deleted)
Terms of Converting Public Joint Stock Companies into Joint Stock Companies Whose Shares are not admitted to Trading on a Regulated Market or in a Multilateral Trading Facility within the Meaning of the Law Governing Capital Markets, and Changes in the Legal Form of a Joint Stock Company into a Limited Liability Company
Article 14
Public joint-stock company may not change its legal form to a limited liability company, nor may a public joint stock company withdraw one or more classes of shares from a regulated market, or from a multilateral trading platform in terms of the law governing the capital market, until it meets one of the following conditions:
1) Completion of procedure of sale of all the shares of that company in accordance with this law;
2) Completion of procedure of payment to the Fund in the event that the Ministry responsible for privatization affairs used the right of a dissenting shareholder while carrying out transactions on behalf of the Fund.
Article 15
A dividend on the grounds of shares and/or profit on the grounds of stakes filed in the Fund shall be paid out to the Fund until the completion of procedure of sale of shares and/or stakes, in compliance with the present Law.
The right to management may not be exercised on the grounds of shares and/or stakes until their sale is effected in conformity with the present Law.
Payment of Pecuniary Compensation
Article 16
The sale of shares and stakes shall not be subject to the tax on trade of absolute rights.
Proceeds received through the sale of shares and stakes, after deducting the sale costs, shall be transferred to a separate account of the Fund opened for that purpose.
The proceeds specified in paragraph 2 of the present Article shall be used exclusively for payment of pecuniary compensation in conformity with the present Law, and may not be the subject of compulsory winding - up or settling debts with creditors.
Pecuniary compensation shall be paid off to the right-holders in the mode and within the time limits prescribed by an act of Government.
Article 17
(Deleted)
IV TRANSFER OF SHARES TO CITIZENS WITHOUT COMPENSATION
Right to Shares without Compensation
Article 18
The Fund issues shares (hereinafter: the Fund’s shares) which shall be transferred without compensation to the persons who are inscribed in the rights holders records, managed by the Ministry responsible for privatization affairs as a public and electronic data base.
Article 18a
Apart from the Fund’s shares referred to in the Article 18 of the present law, the rights holders shall exercise the right to distribution of gratuitous shares in following state owned companies and other companies with participating state capital or companies that perform activities of public interest:
1) 15% of total number of shares of the Public Enterprise "Electric Power Industry of Serbia" Belgrade;
2) 15% of shares of the Republic of Serbia in the telecommunications joint stock company "Telekom" Belgrade;
3) 15% of total number of shares of the Public Enterprise Airport "Nikola Tesla", Belgrade.
The provisions of the present Article shall apply to the legal successors of the companies referred to in the Paragraph 1 of the present Article who are to be formed by status changes of those companies to be executed after the date of the present law’s coming into force.
The Government shall prescribe in more detail the procedure and manner of transfer of the shares referred to in the Paragraph 1 of the present Article to the rights holders.
The Government can decide if it estimates that it is of public interest both for citizens and state owned companies referred to in the Paragraph 1 of the present Article, to augment the property of the Fund by contributing the shares of those companies in the amount of the percentage stated in the Paragraph 1 of the present Article and to issue Fund’s shares to the rights holders based on that augmentation of the Fund’s property.
Distribution of Gratuitous Shares
Article 19
The gratuitous shares of the companies referred to in Article 18a of the present law shall be transferred to rights holders after the change of the organizational form of the company into the joint stock company, but before the beginning of the process of privatization.
Article 19a
The rights holders shall gain right to an equal number of Fund’s shares.
The Fund’s shares that shall be transferred to the rights holders are regular shares of the same nominal value, made out to a name and with voting rights, realized by the Republic of Serbia through the Ministry responsible for privatization affairs.
Article 19b
When the Fund’s property is augmented by new shares or stakes, the Fund issues a new issuance of regular shares.
The Fund shall issue a new issuance of shares referred to in Paragraph 1 of the present Article when the Fund’s property is augmented in such way that all rights holders shall receive at least one share of the new issuance.
Only the rights holders possess the right to shares referred to in Paragraph 2 of the present Article.
The decisions referred to in Paragraph 2 of the present Article shall be rendered by the Council.
Article 19c
The legal holder of the Fund’s shares who participates in trade on the regulated securities market makes an order to broker for the first sale of gratuitous shares.
Realization of the first order for sale of shares referred to in Paragraph 1 of the present Article means sale of all shares that were the subject of the first order to the broker.
The Government shall prescribe in more detail the procedure and manner of placing an order by the legal holder of a Fund’s share to the broker to execute the first sale of shares.
Article 19d
(Deleted)
Tax Treatment of Acquiring and First Sale of Shares
Article 20
Acquiring of gratuitous shares by the right-holders, as well as the first sale of gratuitous shares by right-holders, shall on no account be subject to payment of income tax of citizens, nor to the payment of tax on transfer of absolute rights.
Article 21
The Government shall conduct public procurement procedure to select brokerage-dealer companies and authorized banks (hereinafter: brokers) which shall carry out at right-holders’ order the first sale of gratuitous shares for those right-holders who decide to perform such a sale through brokers.
The costs of broker services referred to in paragraph 1 of the present Article shall be at the borne by the Budget of the Republic of Serbia for gratuitous shares the first sales of which is made until 31 December 2012.
Opening of Proprietary Accounts in the Central Registry
Article 22
The Central Registry shall, in line of duty and free of charge, open owner’s accounts of all right-holders according to the list of right-holders to be forwarded to it by the Ministry responsible for privatization affairs - within 90 days from the date of receipt of the list.
The Belgrade Stock-Exchange shall not calculate and charge a fee for the first sales of shares without compensation which is effected until 31 December 2012.
The Central Registry shall neither calculate nor charge a fee for making the balance relating to the first sale which is effected until 31 December 2012.
V RIGHTS OF EMPLOYEES AND FORMER EMPLOYEES
Rights of Employees and Former Employees
Article 23
Employees and former employees in an enterprise prior to the conducted privatization shall realize the right to transfer free of charge of shares of that enterprise at the amount of 200 EUR per full single year of employment in that enterprise, calculated according to the assessed market value of the total capital of enterprise prior to the completed privatization, in Dinar counter-value at an average rate of exchange of the National Bank of Serbia, on the day of making the assessment, and for maximum 35 years of employment.
Capital expressed in the form of shares, transferred free of charge to employees and former employees in conformity with paragraph 1 of the present Article, shall not make the part of capital for acquiring gratuitous shares that is transferred to citizens in conformity with Article 18a of the present Law.
The right specified in paragraph 1 of the present Article shall be realized also by former employees in proportion to years of service in that enterprise and in legal predecessors of that enterprise, apart from years of service on the ground of which they have realized the right to transfer of capital free of charge in conformity with the Law on Privatization, and to the maximum of 35 years of employment under both grounds.
Employees and former employees of the joint stock company "Galenika" for production of medicines, dentals, antibiotics, pharmaceutical raw materials, veterinary products and additives, Belgrade, and the Public Enterprise for Air Traffic "JAT Airways" New Belgrade, shall realize their right on transfer without compensation of the shares of those companies in the amount of 15% of the capital to be privatized, before the conducted process of privatization.
Article 24
(Deleted)
Employees and Former Employees
Article 25
Employees and former employees in terms of Article 23, paragraph 1 of the present Law shall be deemed to be the persons employed and formerly employed in enterprises and their legal predecessors, apart from former employees who, on the day of entering into force of the present Law, are employed with other commercial entities in which the privatization procedure is initiated, and who meet the following requirements:
1) to be eighteen years of age on 31 December 2007 inclusive, and to be, on the day of filing, filed in the register of voters of competent municipal agencies;
2) to be, on the date of entering into force of the present Law, the citizens of the Republic of Serbia;
3) to have had on 30 June 2007 the domicile in the territory of the Republic of Serbia and/or the status of a temporary displaced person from Kosovo and Metohija;
4) to have not in any way realized the right to shares free of charge pursuant the Law of Ownership Transformation;
5) to have not totally exercised the right to acquire capital free of charge pursuant to the Law on Privatization.
Former employee in terms of paragraph 1 of the present Article shall be deemed to include a retired person as well.
Employees and former employees in terms of paragraph 1 of the present Article shall be deemed to include:
1) in the case of NIS, employees and former employees in the enterprise, employees and former employees in the Public Enterprise Transnafta, Pančevo, and employees and former employees in the Public Enterprise Srbijagas, Novi Sad, as well as in their legal predecessors;
2) in the case of Telekom Serbia, employees and former employees in the enterprise, and employees and former employees in the Public Enterprise PTT communication of Serbia, Belgrade, as well as in their predecessors;
3) in the case of EPS, employees and former employees in the enterprise and employees and former employees in the Public Enterprise Electric Network of Serbia, Belgrade, the Public Enterprise for underground coal mining, Resavica, the Public Enterprise Excavation Kosovo, the Public Enterprise Thermo-electric Power Plants of Kosovo, and the Public Enterprise Electro-Kosmet, as well as in their legal predecessors;
3a) in case of the Public Enterprise Airport "Nikola Tesla" Belgrade, its employees and former employees, as well as employees and former employees in its legal predecessors.
The Government prescribes the manner and deadlines for transfer of shares without compensation to the employees and former employees of the public enterprises referred to in the Paragraph 3, Items 3) and 3a) of the present Article, as well as the deadline in which those public enterprises shall submit the prospectus to the financial market and execute a contract with the financial market on listing and quotation, or secure the conditions for the trading of shares on the financial market.
The Governments act from the Paragraph 4 of the present Article also prescribes the manner and deadlines for transfer of shares without compensation to the rights holders.
Impossibility of Realization of Right on two Grounds
Article 26
Employees and former employees shall have no right provided for in Article 23, paragraph 1 of the present Law if they have acquired the right-holder status pursuant to the present Law.
Employees and former employees shall have no right to acquire the capital free of charge on the ground of the Law on Privatization against the years of employment as the basis for the right to transfer of shares free of charge realized pursuant to the present Law.
Appropriate Application of Provisions on Restricting Rights and Tax Exemptions
Article 27
Restrictions to transfer of rights referred to in Article 4 of the present Law shall accordingly apply to employees and former employees.
The provisions of the Article 9 of the present law shall be applied in conformity to the employees and former employees.
Realization of Right by Means of Pecuniary Compensation
Article 28
Should assessed market value of fixed assets of an enterprise be under 300 million EUR, the Government may decide that right-holders, and employees and former employees, instead of the transfer of shares without charge, be paid pecuniary compensation to the tune of the assessed market value of such shares.
The act referred to in paragraph 1 of the present Article may be passed also should the transfer of shares free of charge to right-holders and/or employees and former employees cause considerable loss to the enterprise, or should such transfer prevent or substantially hinder the carrying out of privatization in that enterprise.
Authority for Enacting Regulations
Article 29
The Government shall regulate details of the procedure of filing of employees and former employees, as well as the mode of determining the assessed market value of shares, and of the procedure of transfer of shares referred to in Article 23 paragraph 1 of the present Law.
Application of Provisions of the present Law to Public Enterprises
Article 30
Provisions of the present Law, in the part regulating the transfer of shares free of charge to citizens and the rights of employees and former employees, shall accordingly apply also to public enterprises and commercial companies with the majority State-owned capital which, in conformity with special regulations, perform an activity of common interest, should after entering into force of the present Law the privatization be carried out in these enterprises and/or commercial companies in terms of Article 19 of the present Law.
Special regulations governing the mode of privatization of specific enterprises and commercial companies referred to in paragraph 1 of the present Article may also specify a different mode of realization of rights of citizens and the employees.
Article 31
Whoever, with the intention to accrue unlawful financial benefits for oneself or another person by misleading a rights-holder and/or an employee or former employee, or to keep him in error on false pretences or by withholding the facts, misleading him/her in such a way to enter into contract or another legal transaction relating to the transfer of right to pecuniary compensation or the right to transfer of shares, shall be punished by a fine or imprisonment of up to three years.
Whoever, with the intent to accrue for himself or for another unlawful financial benefits offers services of mediation between right-holders and/or employees and former employees, and agencies in charge of implementation of the present Law in the procedure of filing in the records of rights-holders and/or in the records of employees and former employees, or whoever offers without authority the services of filing in such records, shall be sentenced to fine and imprisonment up to three years.
Article 32
The fine ranging from 1,000,000 to 3,000,000 dinars shall be incurred for corporate felony on a commercial company offering services of mediation between right-holders and/or employees and former employees, and agencies in charge of implementation of the present Law in the procedure of filing in the records of right-holders and/or filing in the records of employees and former employees, as well as on a commercial company offering without authority the services of filing in such records.
The fine specified in paragraph 1 of the present Article shall be incurred for corporate felony as well on a commercial company which performs a contract or other legal transaction with the right-holder and/or the employee or former employee on the transfer of the right to pecuniary compensation or the right to acquiring shares without compensation.
A fine of from 50.000 to 200.000 dinars shall be incurred for corporate felony as well, on a person liable for it, in the commercial company referred to in paragraphs 1 and 2 of the present Article.
Article 32a
A company shall be penalized with a fine for corporate felony, in the five fold amount of the gross salary of a general manager or a chairman of the board of directors of a public enterprise or a business company for the month preceding the month wherein the corporate felony has been committed, unless it meets the deadline referred to in Paragraph 14 of the present law.
A general manager, a chairman of the board of directors, as well as members of the board of directors or other executive corporate body, shall be penalized with a fine for corporate felony, in the five fold amount of the gross salary of a general manager or a chairman of the board of directors of a public enterprise or a business company for the month preceding the month wherein the corporate felony has been committed, unless they meet the deadlines referred to in Paragraph 14 of the present law.
Article 33
A fine of from 5.000 to 50.000 Dinars shall be incurred on a person who enters into contract or other legal transaction, as well as a person who, contrary to Article 4 of the present Law, unlawfully possesses in any other way of the right to pecuniary compensation or the right to acquire shares free of charge.
VIII TRANSITORY AND CONCLUDING PROVISIONS
Time Limits for Enacting Regulations on Implementing the Law
Article 34
The Government and the Minister shall enact regulations on implementing the present Law within 6 months from the date of its entering into force.
Termination of Validity of Provisions of other Laws
Article 35
On the day of entering into force of the present Law, the provisions of Article 52, paragraph 3 and Article 53 and 54 of the Law on Privatization shall cease to be valid.
On the day of entering into force of the present Law, the provisions of Article 9a of the Law on Public Enterprises and Performing of Activities of Common Interest ("Official Herald of the RS", Nos. 25/2000, 25/2002, 107/2005, and 108/2005 - corrigendum) shall cease to be valid.
Article 36
The present Law shall enter into force on the eighth day from the publication in the "Official Herald of the Republic of Serbia".
Independent Articles of Law on amendments to the
Law on right to gratuitous shares and pecuniary compensation to be realized by citizens in privatization procedure
("Official Herald of the Republic of Serbia", No. 30/2010)
Article 24
The Share Fund shall transfer the shares or stakes to the Fund from the portfolio of the Share Fund, except the shares and stakes that were transferred to the Share Fund under terminated contracts on sale and purchase of capital or property before the day of coming into force of the present law.
The Central Registry shall on its own initiative perform the transfer of shares from the owner’s account of the Share Fund to the owner’s account of the Fund.
The Agency in charge for the registration of commercial entities shall on its own initiative execute the change of stake owners from the Share Fund to the Fund.
Article 25
The conditions for the beginning of operation of the Fund are met on the day of inscription in the registry of business entities.
Article 26
The Government shall appoint the Council within 30 days after coming into force of the present law.
The President of the Council shall submit the application for inscription of the Fund into the registry of the business entities and shall execute all needed legal and material actions for the beginning of operation of the Fund.
Article 27
The founder of the Public Enterprise Airport "Nikola Tesla" Belgrade and the Public Enterprise "Electric Power Industry of Serbia" Belgrade shall ensure that these companies shall change legal form and shall show their basic capital in shares of certain nominal value based on corrected accounting value of the capital, until the following dates:
1) The Public Enterprise Airport "Nikola Tesla", Belgrade until June 30, 2010;
2) The Public Enterprise "Electric Power Industry of Serbia" Belgrade until December 31, 2010;
The joint stock company "Oil Industry of Serbia a.d. Novi Sad" shall change its form into open joint stock company until June 30, 2010.
Article 28
The present law shall come into force on the eighth day after its publication in the "Official Herald of Republic of Serbia".
Independent Articles of the Law amending the
Law on Right to Gratuitous Shares and Pecuniary Compensation to be realized by Citizens in Privatization Procedure
("Official Herald of the Republic of Serbia", No. 115/2014)
Article 13
With the entry into force of this law the Fund shall continue to work in the form of a joint stock company whose shares shall not be traded on a regulated market of securities, and the regulations governing the legal status of companies shall apply mutatis mutandis to the operations of the Fund.
Article 14
With the entry into force of this law, the Regulation on the Procedure and Manner of Sale of Shares Owned by the Shareholders Fund by Method of Public Auction ("Official Herald of RS", No. 72/10) shall cease to be valid.
Article 15
The costs of brokerage services shall be borne by the budget of the Republic of Serbia for gratuitous shares whose first sale is performed by their holder until 31 December 2016.
Article 16
Belgrade Stock Exchange shall not calculate or charge a fee for the first sale of gratuitous shares that is completed until 31 December 2016.
Central Registry shall not calculate or charge a fee for settlement of the first sale of gratuitous shares that is completed until 31 December 2016.
Article 17
The founder of the Public Enterprise "Electric Power Industry of Serbia" Belgrade shall ensure that this company by 31 December 2016 changes its legal form and divides its capital into shares of certain nominal value on the basis of the adjusted book value of equity.
Article 18
By-law for the implementation of this law shall be enacted within 90 days of the date of this law’s entry into force.
Article 19
This law shall enter into force on the eight days from its publication in the "Official Herald of the Republic of Serbia".
Independent Articles of the Law amending the
Law on Right to Gratuitous Shares and Pecuniary Compensation to be realized by Citizens in Privatization Procedure
("Official Herald of the Republic of Serbia", No. 112/2015)
Article 11
Proceedings initiated up to the day of the beginning of application of this Law shall continue in accordance with the provisions of this law.
Appeal proceedings regarding grievances and appeals not decided upon by the Ministry in charge of privatization affairs up to the day this Law began to apply, shall be finalized in accordance with the provisions of this Law.
Article 12
The Ministry responsible for privatization affairs shall take over the records of holders of rights from the Privatization Agency in the state they were on the day this Law began to apply.
Article 13
By-laws adopted under authority of the Law on right to gratuitous shares and pecuniary compensation to be realized by citizens in privatization procedure ("Official Herald of RS" No. 123/07, 30/10 and 115/14) shall be complied with the provisions of this Law within the term of 30 days from the day this Law enters into force.
Article 14
This Law shall enter into force on the day that follows its publication in the "Official Herald of the Republic of Serbia", and shall apply from February 1st, 2016.