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4.   INSCRIPTION THE SECURITIES

4.1. Records shall be kept in the Depository of the issued securities and ownership positions, rights of the securities holders, the unique identification of the securities and their holders, possible limitations in the exercise of such rights, rights of third parties connected with the securities and other data referring to such rights, transfer to the securities accounts shall be made and other services connected with keeping records of the securities shall be provided.

4.2. All securities shall be  recorded in the Depository in a procedure, on conditions and in a manner determined with these Rules and with the guidelines of the Depository.

4.3. ISIN  shall be allocated to all securities upon their registration in the Depository. ISIN shall contain data on the issuer, rights arising for the holders of those securities and other elements of the securities.

The procedure, conditions and manner of allocating ISIN shall be determined by the guidelines of the Depository.

4.4. The securities shall be recorded in special accounts with the Depository.

With a purpose of recording the securities referred to in paragraph 1 of this item, the Depository shall open accounts of the issuers and holders of the securities.

The opening and closing of the securities accounts, recording, changes and deletion of the ownership positions in the accounts of the securities holders, as well as other actions  connected with the changes occurred in the accounts maintained in the Depository shall be performed by a sole account operator.

The manner and procedure of opening and closing an account and the types of accounts with the Depository shall be prescribed with the guidelines of the Depository.

In case of a complaint procedure, with respect to the decisions of the Securities and Exchange Commission for recording of the issuer’s book of shares in the Depository, the Depository shall perform recording in the shareholders’ book after the Decision of the Securities and Exchange Commission becomes final, should the Securities and Exchange Commission not decide for the  recording to be performed even prior to that.

In cases of acquiring shares with voting right issued by a commercial bank, the total cumulative face value of which is 10%, 20%, 33%, 50% and 75% of the total number of shares with voting right in a bank, regardless of the fact whether the shares are acquired by one or by several related persons, the Depository is obliged to record those shares and to inform the commercial bank of the occurred changes with a purpose of receiving a consent by the National Bank of the Republic of Macedonia.

The Depositary is obliged, at request of a commercial bank, to submit a special report for all transfers of the ownership of shares with voting right of the relevant bank for certain period of time. The report shall be submitted within three days from the day the request is received.

4.5. The data on the issuer registered in the Depository shall contain information on:

-          Title, short title and seat of the issuer;

-          Other data for identification of the issuer anticipated with the guidelines;

-          ISIN;

-          type of securities;

-          total number of securities per separate issues;

-          face value of the securities;

-          total value of the issue;

-          rights and obligations arising from the securities;

-          possible limitations in the exercise of those rights and temporal limitations for fulfilling the obligations of the issuer.

4.6. The account of the securities holder shall contain data on:

-         the number of the holder’s account;

-         data for identification of the holder (for physical person: name and surname, address and unique citizen’s number, and for legal entity: title, seat and registry number);

-         ISIN of the securities held by the holder;

-         total number of securities according to ISIN and their face value;

-         the rights arising from the securities of the account holder;

-         possible limitations in the exercise of the rights;

-         rights of third parties arising from securities (pledge and the like) and

-         other data connected with the rights arising from securities, limitations of the transfer and prohibition for disposal of them.

4.7. At each new issue of securities, the issuers shall submit to the Depository an approval by the Commission for issuance of securities. Should the amount of the issue be less than Euro 25,000, the issuer shall submit to the Depository only a decision by the competent court of the issuer for issuance of securities.

Once the issue is registered in the Trade register, the issuer shall submit to the Depository an excerpt of the registration of the issue in the Trade register.

The Depository, upon the receipt of the documentation referred to in paragraph 1, shall allocate ISIN to the issuer for that issue. Should the issuer not have securities account, the Depository shall open it a securities account.

After the expiry of the period of recording the securities issue, adhering to the  principle of Delivery versus payment, the Depository shall record the paid securities as ownership positions in the accounts of the securities holders. Should the securities holder not have securities account, the Depository shall open it a securities account.  

Should the issue of securities not be fully realized, the Depository shall record the sold amount of securities from that issue in the issuer’s account.

4.8. A special account for registration of limitations and encumbrances of securities can be opened in the Depository, as well as other accounts, if it is anticipated by Law, a decision by a competent body and these Rules.

Other accounts can be opened in the Depository as well.

4.9. The procedure of recording the securities in the accounts with the Depository

shall consist of the following activities:

1. Receipt of the request with appropriate attachments submitted by the orderer and determination of their completeness, orderliness and correctness;

2. Recording of the request in the Depository;

3. Notification about the performed recording.

The Depository shall perform these activities in the procedure and in a manner determined in special guidelines.

4.10. The recordings in the Depository shall be performed on the basis of standardized written requests and orders. The order shall be submitted exclusively in original form, and shall be submitted to the Depository directly or via mail. Each order must contain the place and data of filling in the order and signature of the issuer of the order (hereinafter: the Orderer).

4.11. The order for registration of securities on the holder’s account, i.e. changes on the account, may be given by the holder of the account or a person authorized by him.

4.11.a. The Depository shall record on the account of the shareholder the person to which the voting right was transferred, the period for which this right was transferred, by indicating the legal basis on the grounds of which this recording (registration) was performed in case when the shareholder has transferred the voting right in the Assembly of the joint stock company, by a contract, agreement, authorization or another legal act to another person.

The note referred to in the previous paragraph of this item shall be entered in the account of the new shareholder independently on the manner in which he has acquired the share (trading of the share, compensation, inheritance, gift, enforcement of pledged securities and other manner determined by law).

Should the shareholder inform the person to which he transferred the voting right that he withdraws from the agreement pursuant to Article 292 of the Company Law, the Depository shall register such withdrawal on condition for the withdrawal to be carried out with a statement certified by notary public and by submission of a certification issued by notary public that the person to whom the voting right was transferred was informed about such withdrawal.

With the recording the withdrawal from the agreement, the pervious note of the transfer of the voting right to the person referred to in paragraph 1 of this item, shall not be deleted from the account of the shareholder.

The note for the transferred voting right as well as the note for the withdrawal from the agreement, shall be deleted from the Depository if an agreement is reached in that sense, the signatures on which are certified by a notary public, between the shareholder and the person referred to in paragraph 1 or if it is imposed by a court decision.

4.12. If subject of the registration in the holder’s account is irrevocable and executive decision of a court or state administration body received directly from the body that took the decision, the order shall be filled in by the account operator and the imposed recordings and changes in the securities holder’s account shall be performed once the order is signed by an authorized person.

4.12.a In cases of execution of a court decision for seizure, estimation and sale of shares in order to compensate the creditors, the Depository will act in accordance with the court order, on the basis of Article 137c and 137d of the Law on Executive Procedure (“Official Gazette of the Republic of Macedonia, No. 59/2000).

4.13. After the regularity and completeness of the submitted order is determined, recording in the Depository shall be made according to the data presented in the order.

The recordings of the orders in the Depository shall be performed by the account operator.

The recordings of the data in the accounts with the Depository shall be carried out in accordance with these Rules, the guidelines and other acts of the Depository.

4.14. The ownership positions and the changes that occur by recording the order in the accounts with the Depository shall result in legal action from the moment of the recording in the accounts with the Depository (principle of constitutionality).

4.15. Change in the condition of the accounts maintained in the Depository may occur exclusively:

-          on the basis of securities trading;

-          on the basis of non-trade transfers.

4.16. The change of the ownership of securities shall be carried out from the free ownership position in the securities account of the current securities account holder to the new holder.

4.17. Transfer of the ownership of securities that results from trading of securities shall be carried out by transfer from the account of the seller of securities to the account of the buyer of securities, as a consequence of the procedure of clearing and settlement of the transactions with securities determined according to these rules.

4.18. The transfer of the securities ownership that arises from non-trade transfers shall be carried out on the basis of orders by the account holder, irrevocable and executive decision of the court and competent state administration body.  

For the recordings in the securities accounts referred to in the previous paragraph of this item, appropriate documentation shall be attached to the order.

4.19. The transfer of the securities ownership on the basis of inheritance, gift and on other bases not connected with the organized trading, shall be carried out by the account operator by transfer of the securities from the free ownership position of the provider’s account, to the recipient’s account. The inheritance, gift and the other bases not connected with the organized trading, shall be registered on the basis of orderly order by the court, contract certified by notary public and competent administration body.

4.19.a The transfer of the securities held by the performers of independent activity, craftsman shops and other entities registered for performance of independent activity, in case of termination of the operations, shall be performed by transferring the securities from the account of the previous account holder to the owner of the independent activity, craftsman shops and other entities registered for performance of independent activity  on the basis of Decision for termination of the operations made by the line ministry.

4.19.b The limitation of the disposal of the securities held by the Pension and Disability Insurance Fund  and the joint stock companies shall be performed exclusively on the basis of irrevocable court decision and an act by a competent state body.

4.20. The repurchase of the shares held by the Agency, shall be registered by the account operator with the transfer of the shares from the unpaid ownership position of the holder’s account. The payment of the shares shall be registered on the basis of a orderly order by the issuer and shall be proved by a notification of the Agency submitted to the issuer.

4.21. Should the Agency terminate the contract for payment of shares in installments with the account holder, the account operator shall transfer the securities from the unpaid ownership positions of the account holder to the Agency.

4.22.  Recording of changes of the ownership positions in the securities accounts referring to the acquiring of rights on the securities, as well as changes of the ownership positions due to recording of other facts  relevant for the legal transactions with securities shall also be performed in the Depository. These changes shall refer to recording of the securities pledge, transfer of the securities due to security (fiduciary transfer), provisional measures for prohibition of alienation and encumbrance of the securities for seizure of securities and forced collection of the securities. In addition to the stated changes, the account operator shall also perform appropriate recording in the holder's account on the basis of decision of the court or any other authorized body and other irrevocable-executive document, certified agreements, if it is a matter of facts which are relevant for and affect the legal transaction with securities.

4.23. The manner and procedure of recording the securities pledge in the holder's account with  the Depository shall be determined by the Depository and the Pledge Register with agreement.

4.24. The Depository shall perform the recording in the securities holder's account of seizure and sale of the securities, due to forced collection of the claims, on the basis of an order by the competent court with precise indication of the securities in the holder's account, with a prohibition to alienate or encumber the seized securities.

4.25. The Depository shall perform the recording in the securities holder’s account of provisional measure for prohibition of alienation and encumbrance of the securities by marking the holder’s account, on the basis of an order by the first instance court, in order to secure creditor’s non cash claim. After the recording of the provisional  measure, the Depository account holder shall not be permitted to alienate or encumber the related securities and no recording in the account based on the account holder's order shall be permitted.

4.26. The recording in the securities holder’s account of provisional measure and forced collection over the securities shall be indicated in the securities holder’s account with the Depositary, on the basis of an order by the authorized court, that is the authorized state body, which took the decision for recording the provisional measure, that is the forced collection.

After indicating the blocked ownership position, no entry based on the account holder's order shall be permitted.

4.27. The recording of a new proxy in the securities holder’s account who has voting right, shall be performed by the issuer or the Depository on the basis of an orderly order of the account holder-provider of the authorization for recording of data on the proxy who has voting right.

The proxy shall be recorded into the Depository, in the securities holder’s account, on the basis of the authorization by the account holder.

4.28. The deletion of the securities from the accounts maintained in the Depository shall be performed on the basis of a certified order by the authorized body of the issuer or on the basis of court decision.

4.29. The authorized body of the issuer can issue an order for deletion of the concrete security only in the case of corporative action arising from changes in the status, causing expiry of the validity or replacement of that security.

4.30. The Depository shall delete the concrete security on the basis of irrevocable and  executive court decision.

4.31. The deletion of the concrete security shall be performed by the Depository after having previously fulfilled all the obligations related to that security, in a manner and within deadlines prescribed by the guidelines of the Depository.

4.32. Closing of the securities holder’s account with the Depository shall be preformed when no ownership has been recorded on the specific account any more, or at request by the account holder, and after the securities had been transferred to another account or accounts held by that holder.

4.33. Closing of the securities issuer’s account with the Depository shall be performed on the basis of an order by an authorized court with an irrevocable decision for completion of the bankruptcy or liquidation procedure, as well as with an irrevocable decision of the authorized body of the joint stock company recorded in the Trade Register for transformation of the company in another type of company.

4.34. Opening and closing of the securities accounts, recording, changes and deletion of the ownership positions in the securities holder's accounts, as well as other actions related to the changes in the accounts maintained in the Depository shall be performed only by the account operator.

4.35. The account operator shall undertake actions after having previously checked entirely the completeness, orderliness and accuracy of the order referred to in the previous items and in particular:

-the identity of the orderer;

-the accuracy and character of the authorization;

-the validity and accuracy of the order;

-check whether the ownership position is free.

4.36. According to these Rules, only the account operator and the authorized broker shall make reservation in the ownership positions in the securities accounts.

4.37. The reservation of the ownership positions in the securities holder’s account shall be made by the account operator and the broker by an order of the account holder.

4.38. The Depository shall perform automatic blocking of the ownership positions in the ownership account after obtaining data on the concluded transactions with securities from the Stock Exchange.

4.39. The accounts operator in the Depository shall notify the orderer of all the mistakes in the submitted orders, authorizations and other documents delivered to the Depository, and shall submit them to him in order to correct, adjust and amend them.  

The securities issuer's account for which bankruptcy procedure has been initiated shall be removed from the active system of the Depository and statements shall not be issued to the issuers and holders from their securities accounts.  

After the termination of the bankruptcy or liquidity procedure, the issuer's account shall remain in the historical database of the Depository.

4.40. As an exception, the account operator may correct the obvious mistakes found, after previously having notified the orderer and having obtained agreement for correction of the determined mistakes from him.

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