Küsimused

Saatja: Kristen Leppik <[email protected]> Saadetud: 19.10.2022 19:12 Adressaat: <[email protected]>; MKM info <[email protected]>; <[email protected]>; TTJA <[email protected]>; <[email protected]>; <[email protected]>; Anu Kaup <[email protected]>; <[email protected]>; <[email protected]>; <[email protected]>; <[email protected]>; <[email protected]>; <[email protected]>; <[email protected]>; <[email protected]>; <[email protected]>; <[email protected]>; <[email protected]>; <[email protected]>; <[email protected]>; <[email protected]> Koopia: Thomas Auväärt <[email protected]>; Siiri Tõniste <[email protected]> Teema: Küsimused rahandusministri määruse "Nõuded väärtpaberite pakkumise teabedokumendile" kohta ning teabedokumendile kohalduvate nõuete ühtlustamisest Baltikumis Manused: image001.gif; image002.png; Bond holders trustee_rev.pptx; The law on bondholders trustee_2022-07-22_LT-EN.docx Tere! Pöördume teie poole palvega anda tagasisidet 2022. aasta veebruaris jõustunud rahandusministri määrusele nr 7 „Nõuded väärtpaberite pakkumise teabedokumendile“ (edaspidi rahandusministri teabedokumendi määrus), mida kohaldatakse väiksemahuliste väärtpaberite pakkumiste puhul, st väärtpaberite pakkumistele koguväärtuses 1-5 miljonit eurot. Samuti anname teada, et Balti riikide vahel on moodustatud töögrupp, milles arutatakse võimalusi väiksemahuliste väärtpaberite pakkumise teabedokumendi nõuete ühtlustamiseks ning tunnustada Balti riikides koostatud teabedokumente kõigis kolmes Balti riigis. Kuivõrd eelviidatud nõuete ühtlustamise eesmärgil oleks vaja teha ka teatavaid muudatusi rahandusministri teabedokumendi määruses (ja võimalik, et ka seaduses), siis sooviksime teie tagasisidet allolevatele küsimustele seoses nimetatud rahandusministri määruse ja selle praktikas kohaldamisega: 1) Kas te olete täheldanud (väiksemahuliste) väärtpaberite emissioonide arvu suurenemist võrreldes näiteks aasta taguse perioodiga? 2) Võrreldes varem kehtinud rahandusministri teabedokumendi määrusega laiendati sellel aastal jõustunud redaktsioonis määruse kohaldumise erandeid – sh määrust ei kohaldata, kui väärtpaberite kohta on avalikustatud teave, mis vastab kauplemiskoha poolt väärtpaberite pakkumise või kauplemiskohas kauplemisele võtmise korral koostatavale ja avalikustatavale teabele. Kas praktika viitab sellele, et väärtpaberiemissioonide kohta avalikustatavaid teabedokumente koostatakse pigem rahandusministri teabedokumendi määruse või kauplemiskoha reeglite alusel? 3) Kui väiksemahuliste emissioonide puhul lähtutakse teabedokumendi koostamisel pigem kauplemiskoha reeglitest, siis mis on teie arvates põhjused selle valiku tegemisel? 4) Kas teie arvates on rahandusministri teabedokumendi määruses punkte, mille täitmine või mille kohta teabe avalikustamine ei ole põhjendanud või on emitendile põhjendamatult kulukas? 5) Kas teie arvates on rahandusministri teabedokumendi määruses puudujääke (eeskätt investorkaitse osas) või aspekte, mida tuleks täiendada/täpsustada – näiteks, kas väärtpaberite emitendil peaks olema kohustuslik raamatupidamise aastaaruande audit või ülevaatus? 6) Kuidas teie arvates mõjutaks Eesti finantsturge väiksemahuliste väärtpaberite pakkumise lävendi tõstmine tänaselt viielt miljonilt eurolt kaheksale miljonile eurole?  7) Kuidas teie arvates mõjutaks Eesti ja Balti finantsturge väiksemahuliste väärtpaberite pakkumise nõuete ühtlustamine ja teabedokumentide vastastikune tunnustamine Balti riikide vahel? 8) Leedus on sisse seatud võlakirjaomanike usaldusisiku (ingl. k bondholders trustee) nõue, mille kohaselt iga Leedu ettevõtja, kes soovib emiteerida võlakirju koguväärtuses üle ühe miljoni euro, peab sõlmima lepingu võlakirjaomanike usaldusisikuga, kes esindab võlakirjaomanike huve – st sisuliselt olema võlakirjaomanike esindaja ja nende huvide kaitsja. Selleks on tal õigus nõuda emitendilt emissiooniga seotud dokumente, sõlmida kolmandate isikutega lepinguid (võlakirjaomanike nõusolekul), esindada võlakirjaomanikke kohtumenetluses, kutsuda kokku võlakirjaomanike koosolekuid, teha soovitusliku iseloomuga arvamusi võlakirjaomanikele, pandi või hüpoteegiga tagatud võlakirjade puhul on tal pandi- või hüpoteegipidaja õigused, jne. Kas teie arvates on Eestil vaja sarnast (kohustuslikku) võlakirjaomanike usaldusisiku süsteemi? Leedu võlakirjaomanike usaldusisiku süsteemi tutvustav esitlus ning Leedu asjakohase seaduse ingliskeelne tõlge on tutvumiseks lisatud kirja manusesse. Palume võimalusel teie tagasisidet ülaltoodud küsimustele hiljemalt 10. novembriks 2022.a. Parimat soovides Kristen Leppik | Nõunik/Counsel Finantsteenuste poliitika osakond/Financial Services Policy Department Tel: +372 611 3093 | [email protected] Rahandusministeerium/Ministry of Finance Suur-Ameerika 1, Tallinn 10056 | www.rahandusministeerium.ee  Säästa loodust ja ära prindi seda e-kirja! Käesolev e-kiri võib sisaldada asutusesiseseks kasutamiseks tunnistatud teavet. This e-mail may contain information which is classified for official use. Consolidated version from 22/07/2022 The law was published in: RLA 27/06/2016, ID code 2016-17712 LAW OF THE REPUBLIC OF LITHUANIA ON PROTECTION OF THE INTERESTS OF HOLDERS OF BONDS OF PUBLIC LIMITED LIABILITY COMPANIES AND PRIVATE LIMITED LIABILITY COMPANIES 16 June 2016 No XII-2443 Vilnius Article 1. Purpose of the Law 1. This Law shall govern the protection of interests of bondholders, including holders of convertible bonds, in their relations with public limited liability companies and private limited liability companies with a view of securing that the public limited liability company or private limited liability company fulfils the obligations set out in the decision on the issue of bonds and in any other documents, to the benefit of the bondholder. Where the provisions of this Law apply to both a public limited liability company and a private limited liability company, the word “company” shall be used. 2. This Law shall apply to the issuance of and payment for bonds to the extent not regulated by the Republic of Lithuania Law on Companies (hereinafter referred to as the Law on Companies) and the Republic of Lithuania Law on Securities (hereinafter referred to as the Law on Securities). 3. This Law shall not apply to debt securities issued by securitisation corporations, except in the cases referred to in Articles 18 and 23 of the Republic of Lithuania Law on Securitisation and Covered Bonds. Supplemented with the paragraph of the Article: No XIV-1333 , 30/06/2022, published in the RLA on 13/07/2022, ID code 2022-15398 Article 2. Main Definitions of this Law 1. Trustee of bondholders – a person who represents bondholders, acts on their behalf and protects their interests by maintaining contact with the company and third parties. 2. Other terms used in this Law shall be interpreted as they are defined in the Republic of Lithuania Law on Companies, the Republic of Lithuania Law on Markets in Financial Instruments, the Republic of Lithuania Law on Securities. Article 3. Scope of the Law 1. Provisions of this Law shall apply to: 1) companies established in the Republic of Lithuania, when they issue publicly offered bonds, except in the cases specified in paragraph 2 of this Article; 2) companies established in the Republic of Lithuania, where the body of the company, having taken a decision to issue bonds, decides to apply the provisions of this law; 3) bondholders and trustees of bondholders of companies referred to in points 1 and 2 of this paragraph. 2. Provisions of this Law shall not apply to the companies referred to in paragraph 1(1) of this Article where at least one of the conditions set out in paragraph 3 and points a, c and d of paragraph 4 of Article 1 of Regulation of the European Parliament and of the Council (EU) 2017/1129 of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ 2017 L 168, p. 12) applies. Amendments to the paragraph of the Article : No XIII-2363 , 16/07/2019, published in the RLA on 19/07/2019, ID code 2019-11985 3. The body of the company which has adopted the decision to issue bonds offered to the public may also decide to apply the provisions of this Law in the case provided for in paragraph 2 of this Article. Article 4. Trustee of bondholders 1. The trustee of bondholders shall represent all holders of bonds of the same bond issue and be accountable to the meeting of bondholders. 2. The trustee of bondholders shall be appointed by the manager of the company that issued the bonds. A natural or legal person who meets the requirements laid down in this Law, as well as the entity referred to in paragraph 5 of this Article, may be appointed as the trustee of bondholders. A legal person shall be deemed to be in compliance with the requirements laid down in this Law provided that the legal person has confirmed in writing to the company and, where applicable, to the bondholders that the manager, members of the management and supervisory bodies of the legal person as the trustee of bondholders, are of sufficiently high repute, and that the natural person representing the legal person in the provision of the services of a trustee of bondholders meets the requirements laid down in this Law, and has submitted documents in substantiation of this, and, in case a natural person or an entity referred to in Article 4(5) of this Law is to be appointed to act as the trustee of bondholders – provided that the natural person or the entity referred to in Article 4(5) of this Law, as the case may be, has submitted to the company and, where applicable, to the bondholders, written documents substantiating compliance with the requirements laid down in this Law. The company and, where applicable, the person authorised by the bondholders, if they have information that raises reasonable doubts as to the compliance of the person intending to provide services of a Trustee of bondholders with the requirements laid down in this Law, shall have the right to apply to law-enforcement, control and other authorities, bodies or undertakings with a reasoned written request that they provide the information they have about such person. The authorities, bodies and undertakings must provide such information no later than within five business days from the date of receipt of the request for such information, unless otherwise provided by law. 3. The natural person as the trustee of bondholders or the natural person representing a legal person as the trustee of bondholders must meet the following qualification requirements: 1) be of a sufficiently high repute; 2) have a higher university education or an equivalent education in law, economics, business, finance or management (social studies) (hold BA and MA qualification degrees) or hold a professional qualification degree as a lawyer (one-stage university education in law); 3) have at least three-year experience in the last five years as a certified auditor (hereinafter referred to as the auditor), financial broker or bankruptcy administrator. 4. For the purposes of this Law, natural persons shall be considered to be of sufficiently high repute if they have not been convicted of a serious or grave crime, whether or not the conviction has been expired, have not been convicted of another intentional criminal offence before the expiry of the conviction, and have not been dismissed from employment, for professional or official misconduct and/or deprived of the right to engage in the activity in question for failure to comply with the requirement of sufficiently high repute laid down by law or for breach of ethical standards, and if they do not abuse psychotropic, narcotic or toxic substances or alcohol. 5. Entities established in another Member State or exercising the rights of employment or self-employment in the Member States of the European Union conferred on them by European Union legislation and having the right to engage in the activity of provision of services of a trustee of bondholders analogous to the activity referred to in this Law may also act as trustees of bondholders. 6. The company that issued the bond issue may not act as the trustee of bondholders of that bond issue. The following persons may not act as the trustee of bondholders, too: 1) a public trading intermediary with which the company has entered into a contract for the placement of the bonds; 2) a subsidiary of the company that issued the bond issue, also a person where the company that issued the bond issue is a subsidiary of that person; 3) a member of the single-person management body, the collegiate management body or the collegiate supervisory body of the company that issued the bonds, or the spouse of a member of such bodies, or a person related to the member of the single-person management body, the collegiate management body or the collegiate supervisory body of such a company by family relationship (relatives in the ascending or descending line, siblings and step brothers and step-sisters, adoptive parents and adoptive children), relationship by marriage or partnership ties; 4) the audit firm or auditor with which/whom the company has, or has had in the last one year, a service contract; 5) financial brokers who carry out their professional activities under a contract with the legal person referred to in point 1 of this paragraph. 7. The trustee of bondholders shall act in accordance with this Law and the civil/service contract with the company (hereinafter referred to as the agreement on the protection of interests of bondholders). The company must conclude the agreement on the protection of interests of bondholders with the trustee of bondholders meeting the qualification requirements laid down in this Law before the bonds are issued. The agreement on the protection of interests of bondholders with the trustee of bondholders shall be concluded and terminated by the manager of the company. The relationship between the trustee of the bondholders and the company shall be governed by the agreement on the protection of interests of bondholders to the extent that it is not governed by this Law. 8. The agreement on the protection of interests of bondholders shall expire: 1) when the company has duly fulfilled all its obligations to the benefit of the bondholders; 2) when the auditor, financial broker or bankruptcy administrator ceases to have the right to provide the relevant services, or the entities referred to in paragraph 5 of this Article cease to have the right to engage in the activity of provision of services of the trustee of bondholders analogous to the one referred to in this Law, or the trustee of bondholders as a legal person acquires the legal status of a legal person undergoing bankruptcy or being liquidated; 3) in other cases specified in the agreement on the protection of interests of bondholders; 4) in other cases established by this Law, the Civil Code of the Republic of Lithuania, the Enterprise Bankruptcy Law of the Republic of Lithuania. 9. Information on the trustee of bondholders and the conclusion of the agreement on the protection of interests of bondholders with the trustee of bondholders shall be published on the company’s website on the next business day after the date of conclusion of the agreement at the latest, and if the company does not have such a website – within three business days after the date of conclusion of the agreement at the latest, in the electronic publication intended for public notices published by the administrator of the Register of Legal Entities.” Article 5. Rights and obligations of the trustee of bondholders 1. The trustee of bondholders shall have the right to: 1) obtain the list of bondholders from the company; 2) obtain a copy of the company’s decision to issue bonds; 3) in accordance with Article 13(2) of this Law, to have access to other documents and information necessary for the performance of the functions assigned to it by the company and the bondholders, and to obtain copies of such documents; 4) with the approval of the meeting of bondholders, enter into agreements with third parties where necessary to ensure the proper protection of the interests of bondholders; 5) go to court to protect the rights of bondholders. 2. The trustee of bondholders shall be obliged to: 1) take measures to ensure compliance with the company’s commitments to bondholders; 2) convene meetings of bondholders; 3) notify about the convening of meetings of bondholders in accordance with the procedure laid down in Article 9(2) of this Law; 4) provide documents and information to the meeting of bondholders; (5) submit to the bondholders’ meeting dealing with the issue of approval of the measures proposed by the company for the fulfilment of the company’s outstanding obligations to bondholders, a report of a recommendatory nature containing a reasoned opinion on whether to approve or disapprove the measures proposed by the company for the fulfilment of the company’s outstanding obligations to bondholders; 6) implement the decisions taken by the meeting of bondholders; 7) within five business days from the date of receipt of a request for information from the holder(s) of the bond(s) at the latest, to provide, free of charge, information relating to the protection of their interests, concerning the company, the bond issue, and any other information relating to the bond issue concerned, save for the exceptions set out in paragraph 5 of this Article; 8) provide, free of charge, a copy of the agreement on the protection of interests of bondholders to the holder(s) of bond(s) no later than within three business days after receipt of the respective request from the holder(s) of bond(s); 9) provide the holder(s) of bond(s) with other information relevant to the protection of their interests; 10) inform the company, no later than on the next business day, that he/she has lost the right to provide the services of an auditor, financial broker or bankruptcy administrator, that the entities referred to in Article 4(5) of this Law have lost their right to engage in the activity of provision of services of the trustee of bondholders analogous to the one referred to in this Law, or have acquired the legal status of a legal person undergoing bankruptcy or being liquidated. 3. The trustee of bondholders must avoid a situation where its personal interests are or may be in conflict with the interests of the bondholders, and must act in such a way that there is no doubt that such a conflict exists, and must refrain from taking any action that would be against the interests of the bondholders or that would pose a threat that the company’s underlying obligations to bondholders may be unfulfilled. The trustee of bondholders must, within one business day, notify the company and the bondholders in writing of the circumstances of the potential conflict of interest situation, specifying the nature and, if possible, the significance of the conflict. 4. The trustee of bondholders shall be entitled to exercise the rights of a collateral holder and a mortgagee in the name and on behalf of the bondholders when the bonds issued by the company are secured by a pledge of assets or a mortgage, respectively. In the event that the company fails to fulfil all or part of its obligations secured by a pledge of assets or a mortgage, as the case may be, the trustee of bondholders shall be obliged to transfer to the bondholders any funds and/or other assets obtained from the company and/or third parties. 5. The trustee of bondholders, upon receipt of a request for information from the holder(s) of bond(s) in the case referred to in Article 6(1)(5) of this Law, shall not provide confidential information or information constituting a company’s trade (industrial) secret and may also withhold the information in the case of an unreasonable request. The trustee of bondholders shall inform the requesting holder(s) of bond(s) in writing of the refusal to provide the information or a certain part of it within three business days from the date of receipt of the request, stating the reasons for the refusal to comply with the request or part of the request. 6. The trustee of bondholders shall have other rights and obligations set out in this Law and in the agreement concluded with it for the protection of the interests of bondholders. Article 6. Rights and obligations of bondholders 1. Bondholders shall have the right to: 1) participate in the meetings of bondholders; 2) vote in the meetings of bondholders; 3) in the cases and under the procedure laid down in this Law, to initiate the convening of the meeting of bondholders; 4) in the cases and under the procedure laid down in this Law, to adopt the decision to convene the meetings of bondholders; 5) obtain from the trustee of bondholders information relating to the protection of the interests of the bondholders, concerning the company, the issue of bonds issued by the company, as well as other information relating to the bond issue and the protection of the interests of the bondholders, save for the exceptions set out in Article 5(5) of this Law; 6) obtain a copy of the agreement on the protection of interests of bondholders from the trustee of bondholders. 2. A bondholder who, within the time limit specified in Article 5(2)(7) of this Law, has not received from the trustee of bondholders the information specified in Article 5(1)(5) of this Law, concerning the company and the issue of bonds issued by the company, shall have the right to request that the company provides him/her with the information specified in the request, unless the bondholder has received from the trustee of bondholders a reasoned written refusal to provide the information in question. 3. A bondholder who has not received a copy of the agreement on the protection of interests of bondholders from the trustee of bondholders within the time limit specified in Article 5(2)(8) of this Law shall have the right to request and receive a copy of the agreement on the protection of interests of bondholders from the company within the time limit specified in Article 5(2)(8) of this Law. 4. Bondholders shall have other rights set out in this Law, the Civil Code, the Law on Companies and other laws of the Republic of Lithuania regulating the rights of bondholders, as well as the rights provided for in the decision on the issue of bonds. 5. The obligations of bondholders shall be set out in the decision on the issue of bonds. Article 7. Competence of the meeting of bondholders 1. The meeting of bondholders shall adopt the following decisions: 1) removal of the trustee of bondholders and appointment a new trustee of bondholders who meets the requirements laid down in this Law, and at the same time obliging the company to terminate the agreement on the protection of interests of bondholders concluded with the removed trustee of bondholders and to enter into the agreement on the protection of interests of bondholders with the new trustee of bondholders named to in the decision; 2) notifying the trustee of bondholders that the breach committed by the company is not material and that therefore there is no need to take measures to protect the rights of bondholders; 3) approval of the measures of fulfilment of obligations assumed but not fulfilled by the company to the bondholders; 4) determination of the information that must be provided by the trustee of bondholders to the meetings of bondholders periodically or at the request of the bondholders, as well as of the procedure for the provision of such information; 5) on other matters falling within the competence of the meeting of bondholders under this Law. 2. The decision referred to in paragraph 1(1) of this Article may be adopted by the meeting of bondholders provided that the written consent of the new trustee of bondholders to be appointed under the decision and, in the case of the new trustee of bondholders being a legal person – a written confirmation that the manager, members of the management and supervisory bodies of the legal person concerned are also of a sufficiently high repute and that the person concerned as well as the natural person representing it meet the requirements laid down in this Law, and the documents substantiating this, and, if the new trustee of bondholders is a natural person or an entity referred to in Article 4(5) of this Law – documents substantiating his/her compliance with the requirements laid down in this Law have been obtained. The decision shall specify the person authorised by the meeting of bondholders to notify the company about the decision taken by the meeting of bondholders, within the time limit specified in the decision, unless the company’s manager or his/her authorised person is present at the meeting of bondholders. 3. The meeting of bondholders may also deal with other matters relating to the protection of the interests of bondholders. Article 8. Convening of the meeting of bondholders 1. The trustee of bondholders and the bondholders owning at least 1/10 of the bonds of the same issue carrying more than 1/10 of the voting rights at the meeting of bondholders, and the company shall have the right of initiative to convene a meeting of bondholders. 2. A meeting of bondholders shall be convened by a decision of the trustee of bondholders, except in the cases provided for in this Law. 3. The initiators of convening of a meeting of bondholders, unless the initiator is the trustee of bondholders, shall submit to the trustee of bondholders an application for the convening of a meeting of bondholders. The application must contain proposals for the agenda of the meeting, proposed draft decisions on the items on the agenda, as necessary for the passing of the decision to convene the meeting of bondholders. 4. The trustee of bondholders shall, within five business days from the date of receipt of the application for convening of the meeting of bondholders, pass the decision to convene the meeting of bondholders. The convening of the meeting of bondholders shall not be compulsory if the application does not meet all the requirements set out in paragraph 3 of this Article. The trustee of bondholders shall, not later than on the next business day following the date of receipt of the application for convening the meeting of bondholders, notify the initiator of the convening of the meeting of bondholders in writing of its refusal to convene the meeting of bondholders, by stating the deficiencies in the application in a reasoned manner, and of the initiator’s right to submit a revised application. 5. The meeting of bondholders shall be convened by a written decision of the bondholders owning more than 1/10 of the bonds of the same issue carrying more than 1/10 of the voting rights at the meeting of bondholders, in the following cases: 1) the meeting of bondholders has removed the trustee of bondholders and the company has not concluded the agreement on the protection of interests of bondholders with the new trustee of bondholders named in the decision of the meeting of bondholders; 2) the trustee of bondholders has not adopted the decision to convene the meeting of bondholders within five business days from the date of receipt of the application for the convening of the meeting of bondholders from the persons entitled to take the initiative of convening of the meeting of bondholders, unless the application did not meet all the requirements set out in paragraph 3 of this Article. 6. If, in the cases referred to in paragraph 5 of this Article, the bondholders owning more than 1/10 of the bonds of the same issue carrying the right of voting at the meeting of bondholders have not passed the decision to convene the meeting of bondholders within ten business days from the date of submission of the application for convening the meeting of bondholders by the initiators of the convening of the meeting, the meeting of bondholders may be convened by a written decision of the board of the company (or, in the event the board is not formed – by the manager of the company). 7. Where the meeting of bondholders is convened by a written decision of the bondholders owning more than 1/10 of the bonds of the same issue carrying the right of voting at the meeting of bondholders, or of the board of the company (or, in the event the board is not formed – by the manager of the company), the application referred to in paragraph 3 of this Article shall be submitted to the bondholders or to the company, as the case may be, unless the initiator of convening of the meeting of bondholders and the person who takes the decision to convene the meeting of bondholders coincide. 8. The meeting of bondholders may be convened without complying with the time limits laid down in this Law if all the bondholders of the same bond issue who hold bonds conferring the right to vote at the meeting of bondholders agree to it in writing. Article 9. Notification of the convened meeting of bondholders 1. The entity that has adopted the decision to convene the meeting of bondholders shall, unless the meeting is convened by a decision of the trustee of bondholders or the trustee of bondholders is removed, provide the trustee of bondholders with the information necessary for preparing the convening notice of the meeting of bondholders. In the event that the trustee of bondholders is removed, the information necessary for the preparation of the convening notice of the meeting of bondholders shall be provided to the person authorised by the entity that has adopted the decision to convene the meeting of bondholders. 2. The trustee of bondholders or the person authorised by the entity that has adopted the decision to convene the meeting of bondholders where the trustee of bondholders is removed, shall publish the convening of the meeting of bondholders on the company’s website, or, in the case the company does not have one – in the electronic publication for public notices published by the administrator of the Register of Legal Entities, at least 15 business days prior to the date of the meeting of bondholders. If a bondholder has expressed to the person referred to in the first sentence of this paragraph a wish to receive the convening notice of meetings of bondholders by e-mail and has provided the e-mail address of the recipient, the notice shall be additionally sent to the e-mail address specified by him/her at least 15 business days prior to the date of the meeting of bondholders. The information on the convened meeting of bondholders shall be published throughout the period from the date of publication of the notice of the meeting of bondholders being convened until the date of the meeting of bondholders. The notice of the meeting of bondholders shall include the name of the company, registered office, legal entity number, bond issue code, place, date, time and agenda of the meeting of bondholders. 3. The trustee of bondholders shall, throughout the period commencing not later than on the date of publication of the convening notice of the meeting of bondholders, publish on its website, if any, until the date of the meeting of bondholders, the information about the meeting of bondholders being convened. In the event that the trustee of bondholders does not have a website, the convening notice of the meeting of bondholders shall be published on the website specified in the agreement with the trustee of bondholders. Article 10. Adoption and publication of decisions of the meeting of bondholders 1. Bondholders of the same bond issue and the trustee of bondholders shall have the right to attend the meeting of bondholders. The trustee of bondholders shall be required to be present in cases where at least 1/10 of the bondholders with voting rights confirm in writing such a need. The manager of the company or his/her authorised representative shall also have the right to attend the meeting of bondholders, unless the bondholders holding at least 1/10 of the bonds of the same issue entitled to vote at the meeting of bondholders object to it. 2. A meeting of bondholders may also be held and bondholders may participate and vote by means of electronic communications. In order for the bondholders to be able to participate in and vote at the meeting of bondholders by means of electronic communications, the applied requirements and restrictions on the use of electronic communications may only be those which are necessary to identify the bondholders and to ensure the security of the information to be communicated and those which are proportionate to achieving such objectives. 3. One bond held shall confer one vote at the meeting of bondholders. 4. The meeting of bondholders shall be considered held if attended by bondholders owning at least 1/2 of the bonds of the same issue conferring the right of voting at the meeting of bondholders. If the quorum is established, it shall be deemed to be present during the entire meeting. If the quorum is not present, the meeting shall be considered not held and a repeat meeting of bondholders must be convened. The quorum requirement shall not apply to the repeat meeting of bondholders. The repeat meeting of bondholders shall be convened after the lapse of at least five business days and not later than after the lapse of ten business days following the date of the meeting of bondholders which was not held. The bondholders must be notified of the repeat meeting of bondholders in the manner specified in Article 9(2) of this Law not later than five business days before the repeat meeting of bondholders. Article 8(8) and Article 9(3) of this Law shall also apply accordingly to the convening of the repeat meeting of bondholders. 5. The meeting of bondholders shall be chaired by the trustee of bondholders, unless the meeting of bondholders decides otherwise. The meeting of bondholders shall elect the secretary of the meeting of bondholders. Minutes shall be taken of all meetings of bondholders. The minutes shall be drawn up in two copies and signed by the chairperson and secretary of the meeting of bondholders. One copy of the minutes shall be for the trustee of bondholders and the other one shall be given to the company. 6. A decision of the meeting of bondholders shall be considered taken if more votes of the bondholders present and entitled to vote at the meeting of bondholders have been cast for it than against it, unless this Law prescribes a larger majority. 7. The decision of the meeting of bondholders on the issue specified in Article 7(1)(3) of this Law shall be adopted by a majority of not less than 3/4 of the votes of the bondholders present at the meeting and entitled to vote. 8. The decisions of the meeting of bondholders shall be binding on all bondholders of the same bond issue, unless the decision of the meeting of bondholders imposes obligations on the trustee of bondholders to take certain actions. 9. The trustee of bondholders must publish the decisions of the meeting of bondholders on its website, except for the part of the decision that contains confidential information. In the event that the trustee of bondholders does not have a website, the trustee of bondholders shall make the decisions of the meeting of bondholders available to the bondholders at the registered office of the trustee of bondholders, in case of the trustee of bondholders being a legal person, or at the address specified in the agreement with the trustee of bondholders. 10. Disputes over decisions of the meetings of bondholders shall be settled in court. A claim for invalidity of decisions of the meeting of bondholders may be lodged by the trustee of bondholders, by the company, or by any bondholder of that bond issue, if there is a suspicion that the content and/or the form of the decision and/or the procedure of its adoption are contrary to the applicable law, or that it is against the legitimate interests of bondholders. Such claims shall be subject to a prescription period of 20 business days from the date on which the claimant learnt or must have learnt the contested decision. Article 11. Payment for services provided by the trustee of bondholders The company shall pay the trustee of bondholders the remuneration specified in the agreement on the protection of interests of bondholders. The remuneration of the trustee of bondholders shall be paid by the date of complete fulfilment of the obligations set out in the decision on the issue of bonds, unless the agreement on the protection of interests of bondholders expires earlier. Article 12. Settlements in the event that bonds are not redeemed and/or interest is not paid by the company 1. In the event that the company fails to redeem the bonds on time, all settlements with the bondholders shall be made via the deposit account of the trustee of bondholders. 2. If the company fails to redeem the bonds and/or to pay interest when due, the trustee of bondholders shall have the pre-emptive right, out of the amounts transferred by the company to it and intended for settlement with the bondholders in proportion to the nominal value of the bonds unredeemed by them, to cover the necessary and documented expenses incurred in defending the interests of bondholders. The trustee of bondholders may deduct such expenses from the amounts payable to the bondholders, where the meeting of bondholders approves the expenses by its resolution. In the event that the meeting of bondholders does not approve the expenses incurred by the trustee of bondholders within 40 business days from the date of the publication of the convened meeting of bondholders the agenda of which includes the approval of the expenses of the trustee of bondholders, the trustee shall have the right to apply to court for approval of such expenses. 3. Court decisions on the settlement with bondholders shall be enforced in accordance with the Code of Civil Procedure of the Republic of Lithuania. Article 13. Obligations of the company in relation to the activities of the trustee of bondholders 1. The company must obtain the approval of the meeting of bondholders for the measures of implementation of obligations to bondholders proposed and assumed but not fulfilled by the company. 2. At the written request of the trustee of bondholders, the company shall, not later than within five business days from the date of receipt of the request, provide the trustee of bondholders with an opportunity to have access to the documents and information necessary to ensure the interests of bondholders, provided that the documents and information do not relate to the company’s commercial (industrial) secret, and to obtain copies of such documents. The trustee of bondholders shall have access to the confidential information of the company only after signing a non-disclosure undertaking. 3. Company documents, copies thereof or other information must be provided to the trustee of bondholders free of charge. 4. The company must obtain the consent of the meeting of bondholders for the expiry of the agreement on the protection of interests of bondholders when such agreement expires at the initiative of the company. In that case, the consent of the meeting of bondholders must be obtained and the agreement on the protection of interests of bondholders must be concluded with the new trustee of bondholders before the date of expiry of the agreement on the protection of interests of bondholders with the previous trustee of bondholders. The agreement on the protection of interests of bondholders shall be concluded with the new trustee of bondholders on terms no less favourable to the bondholders than with the previous trustee of bondholders. The agreement shall enter into force immediately after the expiry of the agreement with the previous trustee of bondholders. 5. If it becomes apparent that the trustee of bondholders no longer meets the requirements laid down in this Law or has acquired the status of a legal person undergoing bankruptcy or liquidation, or if the agreement on the protection of interests of bondholders expires at the initiative of the trustee of bondholders, the company shall conclude the agreement on the protection of interests of bondholders with the new trustee of bondholders within five business days of the occurrence of the afore-mentioned circumstances. The agreement shall be concluded on terms no less favourable to the bondholders than with the previous trustee of bondholders. 6. Should the meeting of bondholders oblige the company to terminate the agreement concluded with the trustee of bondholders and to conclude the agreement on the protection of interests of bondholders with another person named in the decision, the agreement with the removed trustee of bondholders shall be terminated and concluded with the trustee of bondholders proposed by the meeting of bondholders no later than the next business day after receipt by the company that issued the bonds of the written notification of the decision adopted by the meeting of bondholders, unless the manager of the company or a person authorised by him/her was present at the meeting of bondholders. Where the manager of the company or the person authorised by him/her was present at the meeting of bondholders, the agreement with the removed trustee of bondholders shall be terminated and concluded with the trustee of bondholders proposed by the meeting of bondholders no later than the next business day following the date of the meeting of bondholders. The amount of remuneration paid to the new trustee of bondholders may not exceed the remuneration paid by the company to the removed trustee of bondholders, unless the company so agrees. The agreement on the protection of interests of bondholders shall be concluded with the new trustee of bondholders on terms no less favourable to the bondholders than with the previous trustee of bondholders. 7. In the cases described in paragraphs 4, 5 and 6 of this Article, the company shall publish the information on the new trustee of bondholders and the conclusion of the agreement on the protection of interests of bondholders with that trustee on its website, or, if the company does not have one – in the electronic publication for public notices published by the administrator of the Register of Legal Entities. 8. The manager of the company shall be responsible for compliance with the conditions set out in this Article. Article 14. Application of legislation The provisions of this Law shall apply to companies that have adopted the decision to issue bonds after the entry into force of this Law. Article 15. Entry into Force The present Law comes into effect on 01 November 2016. I promulgate this Law passed by the Seimas of the Republic of Lithuania. President of the Republic of Lithuania Dalia Grybauskaitė Amendments: 1. Seimas of the Republic of Lithuania, Law No XIII-2363 , 16/07/2019, published in the RLA on 19/07/2019, ID code 2019-11985 Law amending Article 3 of the Republic of Lithuania Law (No XII-2443) on Protection of the Interests of Holders of Bonds of Public Limited Liability Companies and Private Limited Liability Companies 2. Seimas of the Republic of Lithuania, Law No XIV-1333 , 30/06/2022, published in the RLA on 13/07/2022, ID code 2022-15398 Law amending Article 1 of the Republic of Lithuania Law (No XII-2443) on Protection of the Interests of Holders of Bonds of Public Limited Liability Companies and Private Limited Liability Companies