NOTE: This present document is only an excerpt of the legally binding Romanian version of Annex 29 of the
Regulation no. 2 regarding the functioning of the Sibex Depository. Only the Romanian version of these
documents is legally binding. This translation is provided for information purposes only. Every effort has
been made to ensure the accuracy of this publication. However, the Sibex Depository Inc. does not assume
any responsibility for any errors or omissions.
Annex 29
Framework contract for the financial instruments borrow
Contract parts:
____________________________ Romanian/foreign natural/legal person, having the
residence/office in ___________________________street____________________________
no_____ block__________staircase_____________disctrict_____________________registered
to the Commerce Register under the number______________________________________,
having the CNP/Unique Registration Code______________________________________,
legally represented by___________________________________, named hereinafter Creditor,
on one side
And
____________________________ Romanian/foreign natural/legal person, having the
residence/office in ___________________________street____________________________
no_____ block__________staircase_____________disctrict_____________________registered
to the Commerce Register under the number______________________________________,
having the CNP/Unique Registration Code______________________________________,
legally represented by___________________________________, named hereinafter Debtor, on
the other side,
Taking into consideration the fact that Sibex Depository, in quality of DSClear system
administrator, realises depository and registration operations regarding the financial instruments,
clearing and settlement operations for the transactions with financial instruments registered in
Sibex Depository system, as well as another operations related to those as they are define by the
Law 297/2004 regarding the capital market with the ulterior completions and modifications and
by the CNVM Regulation no. 13/2005 regarding the authorization and functioning of the central
depository, clearing houses and central counterparties with the ulterior modifications and
completions, being authorised as administrator of a payment system that assures the funds
clearing and the settlement for the operations with financial instruments according to the
foresights of the BNR Regulation no 1/2005 regarding the payment systems that assures the
funds clearing, republished, with the ulterior completions and modifications;
Taking into consideration the foresights of the CNVM Regulation no. 5/2010 regarding the use
of the global accounts system, appliance of the mechanism with and without financial
instruments pre validation, the realisation of the securities lending and borrowing operations, of
constituting the guarantees associated to them and of short selling transactions,
Agreed to conclude the present contract, respecting the following clauses:
General foresights
Art. 1
(1) Within the meaning of this contract, the bellow terms have the following sense:
a) Creditor: physical or juridical person that lend financial instruments;
1
NOTE: This present document is only an excerpt of the legally binding Romanian version of Annex 29 of the
Regulation no. 2 regarding the functioning of the Sibex Depository. Only the Romanian version of these
documents is legally binding. This translation is provided for information purposes only. Every effort has
been made to ensure the accuracy of this publication. However, the Sibex Depository Inc. does not assume
any responsibility for any errors or omissions.
b) Debtor: physical or juridical person that borrow financial instruments;
c) The operation of guarantee constitution: represents the blockage of those support actives
that forms the guarantees constituted without ownership transfer, respectively the transfer from
the debtor account to the creditor account of those support actives that forms the guarantees
constituted with ownership transfer.
d) Borrowing operation: represents the transfer of the financial instruments object of the
borrow, from the creditor account to the debtor account, with the need of constituting the afferent
guarantees, of payment the costs associated and of integrally return at the settlement the financial
instruments borrowed, respectively of the guarantees constituted, complying with the contractual
conditions, the foresights of the Regulation no. 2 regarding the functioning of the Sibex
Depository and the legislation in force applicable.
(2) The terms and expressions used through the present contract have the significance foreseen
by the Law no. 297/2004 regarding the capital market, with the ulterior completions and
modifications and by the regulations issued by CNVM in order to apply it.
Object of the contract
Art. 2
(1) The object of the present contract consists in the financial instruments borrowing operations
and of those of constituting the guarantees afferent. The Creditor will lend the financial
instruments to the Debtor and the Debtor will borrow the financial instruments from the Creditor
according to the terms and conditions foreseen by the present contract. The terms of each borrow
will be established before the effective realization of the borrowing operation, either verbally (by
phone having the possibility to register the conversation), either in written (including any
electronic communication way agreed) and confirmed in the format and the modality agreed by
the parts. Excepting the cases when the parties convened otherwise, the confirmation issued by a
part will not replace or will not prevail the prior verbal, written or electronic submitted
communication. (according to the case).
(2) The financial instruments borrow operation can be realised exclusively for the following
purposes:
a) in order to realize short selling transactions, inclusively in the case that the financial
instruments are initially borrowed by the intermediaries who ulterior lend them to their
own clients in order to realize short selling transactions;
b) in order to finalize the transactions settlement, in the case that the intermediary that
perform custody services doesn’t confirm the settlement of a transaction;
c) in order to finalize the settlement of transactions, in the case that, at the settlement
date, it is found out that the financial instruments aren’t available for settlement (those
not being transferred from the system of another central depository or of an international
financial institution with whom Sibex Depository established electronic links, through an
instruction of transfer without changing the ownership);
d) to maintain the quality of market-maker for an intermediary;
e) in order to realise the settlement operations for the derivative financial instruments that
involve physical delivery;
2
NOTE: This present document is only an excerpt of the legally binding Romanian version of Annex 29 of the
Regulation no. 2 regarding the functioning of the Sibex Depository. Only the Romanian version of these
documents is legally binding. This translation is provided for information purposes only. Every effort has
been made to ensure the accuracy of this publication. However, the Sibex Depository Inc. does not assume
any responsibility for any errors or omissions.
f) in any other situation, in order to finalize the settlement, in which case Sibex
Depository will notify immediately CNVM and will apply the adequate sanctions,
according to his own regulations.
(3) The instructions submitted to Sibex Depository in order to realize the financial instruments
borrow operations and to give back that loan must respect the foresights of the present contract,
being exclusively the responsibility of the parts regarding the correlation of the contractual
foresights about the financial instruments borrow with the instructions submitted to Sibex
Depository.
Parts Rights and Obligations
Art. 3
The Creditor has the right:
a) to perceive the benefits for the financial instruments lending operations realised;
b) to be constituted in his favour by the Debtor, for the financial instruments lend,
according to the art. 8 of the present contract, guarantees that will be deposited and will
be at the disposal of the Sibex Depository or of the Creditor, according the case,
complying with the foresights of the Regulation no. 2 regarding the functioning of the
Sibex Depository;
c) to execute the guarantees constituted by the Debtor according to the art. 8 of the present
contract, in the case that the Debtor doesn’t give back, integrally and in term, the
financial instruments borrowed according to the foresights of the present contract;
d) to require the cease of the present financial instruments borrow contract and the delivery
of the financial instruments lend in any moment, notifying the market/system operator
and Sibex Depository, in any working day, but not earlier than the closing of the standard
period for realising the settlement operations for the financial instruments that where
borrowed according to the foresights of the present contract;
e) to receive from the Debtor the financial instruments lend, the latest at the expiry of the
period mentioned in the notification through which are submitted the instructions by the
Creditor
Art. 4
The Debtor has the right:
a) to borrow the financial instruments that can be subject of a borrowing operation
according to the foresights of Sibex Depository regulations and procedures;
b) to be released the balance of the guarantees deposit according to the art. 8 of the present
contract;
c) to be released integrally the guarantees constituted at his disposal and deposit, according
the case, to the Sibex Depository or to the creditor, complying with the art. 8 of the
present contract for the financial instruments borrow operations, at the end of the period
for whom the loan is realised, in the case that he fulfil with the contractual obligations;
f) to require the cease of the present financial instruments borrow contract, and to require
the release of the guarantees as consequence of given back the financial instruments
borrowed, in any moment, notifying the market/system operator and Sibex Depository, in
any working day, but not earlier than the closing of the standard period for realising the
settlement operations for the financial instruments that where borrowed according to the
3
NOTE: This present document is only an excerpt of the legally binding Romanian version of Annex 29 of the
Regulation no. 2 regarding the functioning of the Sibex Depository. Only the Romanian version of these
documents is legally binding. This translation is provided for information purposes only. Every effort has
been made to ensure the accuracy of this publication. However, the Sibex Depository Inc. does not assume
any responsibility for any errors or omissions.
foresights of the present contract, with the condition of submitting to Sibex Depository
the Creditor confirmation regarding the ceased of the contract before the settlement.
Art. 5
The Creditor has the obligation:
a) To lend the financial instruments settled and free of duties that can constitute the object
of the borrow operations according to the foresights of Sibex Depository regulations and
procedures and that are object of the present borrowing contract and/or of the annex to it;
b) To give back, respectively to require to Sibex Depository to give back integrally the
Debtor guarantees, guarantees constituted by the debtor, according to the foresights of the
art. 8 of the present contract and of Regulation no.2 regarding the functioning of the
Sibex Depository, for the financial instruments borrow operations, at the end of the
period for whom was realised the borrowing operation, in the case that the Debtor fulfil
with his contractual obligations, as well as to give back, respectively to require to Sibex
Depository, according the case, to release the balance of the guarantees, during the
contract execution;
c) To accept the delivery of the financial instruments due by the Debtor.
Art. 6
The Debtor has the obligation:
a) To give back integrally the financial instruments borrowed, object of the present contract,
at the end of the period for whom the borrow was realised, in the case that the Creditor
comply with his contractual obligations;
b) To pay to the Creditor the benefit/the cost for the borrowing operations realized
according to the terms and the conditions foreseen in the present contract;
c) To constitute and to deposit the guarantees associated to the financial instruments borrow,
object of the present contract, at the Sibex Depository disposal or of the Creditor,
according the case, complying with the art. 8 of the present contract and of the foresights
of the Regulation no.2 regarding the functioning of the Sibex Depository.
The maximum volume/value of the financial instruments that can be lend
Art. 7
The maximum volume/value of the financial instruments that can be lend to the Debtor will be
established by the parts of the present contract according to the own regulations for the risk
management applicable to the activity of the respective Creditor.
Guarantees
Art. 8
(1) The guarantees associated to the financial instruments borrow are constituted by the debtor
until a minimum level equal with the value of the financial instruments borrowed, the guarantees
will be evaluated daily, according the de Sibex Depository Board of Directors decision. The
Board of Directors decision about the guarantees evaluation will be published on Sibex
Depository site, and the guarantees can be constituted from:
a) Monetary funds;
b) Foreign currencies, Euro (EUR) and American dollars (USD);
c) Aboriginal or foreign treasury bills traded on a regulated market;
4
NOTE: This present document is only an excerpt of the legally binding Romanian version of Annex 29 of the
Regulation no. 2 regarding the functioning of the Sibex Depository. Only the Romanian version of these
documents is legally binding. This translation is provided for information purposes only. Every effort has
been made to ensure the accuracy of this publication. However, the Sibex Depository Inc. does not assume
any responsibility for any errors or omissions.
d) Shares traded on a Romanian regulated market;
e) Corporative bonds traded on a Romanian regulated market;
f) Banking indemnity letter that must contain all elements mentioned to the art. 174 par. 3
of the Regulation no. 2 regarding the functioning of the Sibex Depository.
(1.1) In the case of the guarantees constituted from financial instruments traded on more
regulated markets, Sibex Depository will communicate the regulated market that will provide the
reference price taken into consideration when the value is determined.
(1.2) In the case of the guarantees constituted from financial instruments that temporary don’t
have a variation limit, or the variation limit is temporary modified or are suspended from
transactions, Sibex Depository will evaluate them to zero and will require, that in term of one
working day from the moment the modification happened, to be replaced or supplemented. The
Debtor has the obligation to supplement or to replace the guarantees so that to be respected the
guarantees level according to the foresights of the Regulation no. 2 regarding the functioning of
the Sibex Depository
(2) The guarantees constituted from the assets mentioned to the par. (1) letters b), c), d) and e),
can be constituted cumulative in the limit of 50% from the needed guarantees. Sibex Depository
can modify periodically, through the Board of Directors decision, the limit percent in which can
be constituted cumulative the guarantees from the assets mentioned to the par. (1) letters b), c),
d) and e).
(3) In the situation that an Issuer whose financial instruments are constituted as guarantees
announces a shared capital increase or another events that can influence the price of the
respective financial instruments, the debtor that constituted guarantees from that financial
instruments must take into consideration the effects of those events over the need of guarantees.
If it is find out the decrease of the guarantees value constituted from financial instruments for
whom the Issuer announces a shared capital increase or another events that can influence their
price, the debtors that constituted the respective guarantees have the obligation to supplement
them until the needed value level, in term of one working day from the moment the modification
happened.
(4) The guarantees for the financial instruments borrow must be in the debtor possession and
must be registered on his name, to be free of duties, obligations and restrictions and do not be
object of a litigation, at the moment the borrowing operation is realised, and simultaneously with
the given back of the financial instruments borrowed, the respective financial instruments will be
released/given back.
(5)The Debtor will deliver or will deposit the guarantee to Sibex Depository or to the Participant
to the clearing-settlement and register system, according the case, complying with the Creditor
instructions, before the effective date of the execution of the financial instruments borrow in the
basis of the present contract.
(6) In order to register the real movable guarantees or financial guarantees mentions and/or for
the constitution of the financial guarantees with ownership transfer over the financial instruments
registered on Sibex Depository system, will be used the Form for constituting the guarantees
according to the Annex 22. In the case of the real movable guarantees, those will be mandatory
constituted by blocking them to Sibex Depository. Sibex Depository will block the financial
instruments until the settlement of the obligation guaranteed or until the moment the Participant
5
NOTE: This present document is only an excerpt of the legally binding Romanian version of Annex 29 of the
Regulation no. 2 regarding the functioning of the Sibex Depository. Only the Romanian version of these
documents is legally binding. This translation is provided for information purposes only. Every effort has
been made to ensure the accuracy of this publication. However, the Sibex Depository Inc. does not assume
any responsibility for any errors or omissions.
Creditor submit to Sibex Depository a notification about the extinction of the obligations. Sibex
Depository will release the financial instruments blocked.
(7) For the guarantees constituted without ownership transfer, other than those over the financial
instruments registered in the Sibex Depository, the debtor has the obligation to make the prove
and to submit, through the intermediary of the Participant to the clearing-settlement and register
system, according the case, the prove of blocking the respective financial instruments in the
systems where those are registered.
(8) The debtor has the obligation to maintain during the entire period of the realization of the
borrow operation the guarantees afferent, inclusive those constituted in another system than
Sibex Depository system and do not unblock/release them other than with the prior notification
from Sibex Depository.
The Replacement of the Guarantees
Art. 9
The guarantees constituted by the Debtor can be replaced with other guarantees of the same
value in the case that the Creditor agrees that replacement and if the guarantees are from those
accepted by the Sibex Depository and fulfil the criteria of eligibility foreseen by the Regulation
no. 2 regarding the functioning of the Sibex Depository.
The guarantees evaluation
Art. 10
(1) The Parts agree that the guarantees deposit by the Debtor according to the art. 8 from the
present contract will be evaluated daily, during the entire period that the contract is ongoing,
according to the decision of the Sibex Depository Board of Directors.
(2) In the case that the market value of the guarantees deposit by the Debtor according to the art.
8 of the present contract decrease under the value established by the parts according to the
foresights of the present contract, the Debtor has the obligation to complete the guarantees until
their value level is at least equal with the value of the financial instruments borrowed, until the
beginning of the trading session from the next day to that when the respective evaluation took
place.
(3) In the case that the market value of the guarantees deposit by the Debtor according to art. 8
from the present contract is higher than the market value of the financial instruments borrowed,
the Debtor may require to the Creditor to release the balance guarantees.
Corporative events
Art. 11
If in the time interval between the realisation of the financial instruments borrowing operation
and those of given back the financial instruments borrowed, was established a
reference/registration date for the shareholders of the Issuer of the financial instruments
borrowed that will support the effect of the corporative events of the respective Issuer, any
possible compensation between parts will be convened and realized outside the Sibex Depository
system.
6
NOTE: This present document is only an excerpt of the legally binding Romanian version of Annex 29 of the
Regulation no. 2 regarding the functioning of the Sibex Depository. Only the Romanian version of these
documents is legally binding. This translation is provided for information purposes only. Every effort has
been made to ensure the accuracy of this publication. However, the Sibex Depository Inc. does not assume
any responsibility for any errors or omissions.
The payment of the benefit afferent to the financial instruments borrow
Art. 12
(1) For each financial instruments borrow the Debtor will pay to the Creditor the sums
established together by the parts through the additional acts of the contract.
(2) For each borrow, the payments mentioned to the par. (1) accumulate starting with the
begging date of the present borrow contract until its ending date, date at which the financial
instruments borrowed are delivered (given back) to the Creditor and the guarantees in the form
of cash and/or financial instruments are given back to the Debtor. Excepting the case that in the
contract is otherwise foreseen, the sums that are calculated monthly must be paid by the relevant
part in term of 10 working days from the date that is the last day of the month for which is issued
the bill, or to another date established by the Parts.
Miscarriage of the contract foresights
Art. 13
(1) In the case that the Debtor doesn’t give back in time the financial instruments borrowed,
object of the present borrowing contract, the Creditor can:
a)
Decide to continue the borrowing contract;
or
b)
In any moment, after finding out that the Debtor miscarriages his obligations, the
Creditor may cancel or unilaterally denounce the present borrowing contract that
will be considered immediately ceased, complying with the conditions taking into
consideration when the present contract was concluded. The Creditor has the
obligation to notify Sibex Depository about the cease of the borrowing contract, in
term of maximum one working day from the date it ceased.
(2) In the case that the Creditor doesn’t transfer the financial instruments lend in the Debtor
account at the date agreed by the Parts in this contract, the Debtor can:
a)
Decide to continue the present borrowing contract and to put it up to date
adequately;
or
b)
In any moment, after finding out that the Creditor miscarriages his obligations, the
Debtor may cancel or unilaterally denounce the present borrowing contract that
will be considered immediately ceased, complying with the conditions taking into
consideration when the present contract was concluded. The Debtor has the
obligation to notify Sibex Depository about the cease of the borrowing contract, in
term of maximum one working day from the date it ceased.
(3) In the situation that one of the Parts of this contract doesn’t fulfil its obligation to deliver the
Financial Instruments (the Creditor) and/or according the case the Guarantees (the Debtor),
in the terms foreseen in the present contract or in the terms established by the Parts:
a) the prejudiced part may require the payment of some interests or of another similar
costs equal to the sums that it didn’t collect as consequence of the miscarriage of the
contract foresights;
or
7
NOTE: This present document is only an excerpt of the legally binding Romanian version of Annex 29 of the
Regulation no. 2 regarding the functioning of the Sibex Depository. Only the Romanian version of these
documents is legally binding. This translation is provided for information purposes only. Every effort has
been made to ensure the accuracy of this publication. However, the Sibex Depository Inc. does not assume
any responsibility for any errors or omissions.
b) can be applied costs and expenses resulted as consequence of the Buy-in operations
exerted to that part by a third party authorised to initiate such operations, according
to the foresights of the Sibex Depository regulations and procedures.
c) Sibex Depository will be notify about the fact that one part doesn’t respect his
contractual obligations, as well as about the contract cease.
(4) The Creditor commits himself to pay the costs required by the Debtor according to the par.
(3), as well as to not initiate any action of responsibility against the Debtor regarding the costs
generated by the expenses mentioned to the letters a) and b) of the par. (3), excepting the cases of
negligence and unwillingness from its part.
(5) The following cases that can appear in the relation between the contractual parts will be
considered cases of miscarriage of the contractual obligations, but only as consequence of the
written notice submitted by the injured Part to the Part that miscarriage the foresights of the
present contract:
a) The Debtor doesn’t respect his obligation to deliver the guarantees in the moment this
borrowing contract begins or to supplement the guarantees according to the contract
foresights and/or the Creditor doesn’t fulfil the obligation to give back, or according
the case, to require to Sibex Depository to give back the guarantees constituted by the
Debtor, when this borrowing contract cease, in the case that the Debtor fulfil his
obligations.
b) Any parts doesn’t fulfil its obligations mention by this contract in the terms
mentioned by this and doesn’t remediate the prejudices in term of 3 working days
from the moment he receives a written requirement about this from the injured part.
c) Any part doesn’t pay the sums and/or the prejudices mentioned in the present contract
in the terms established.
(6) In the case of cancellation of the present contract will be applied the following foresights:
a) The payment and delivery obligations of the parts (and any other obligations foreseen
by the present contract) will have the precedence, so that those can be fulfilled
according to the foresights of the contract.
b) The fulfilment of the contractual obligations will take into consideration the following
foresights:
(i)
The standard market value of the financial instruments borrowed or of
guarantees in form of financial instruments as well as of any guarantees in
form of cash (including the sums convened) will be established by the
injured part in accordance with the foresights of the present contract, at the
date considered to be the date the contract ceased;
(ii)
Regarding the sums that one part due to the other, at the moment the
contract ceased, will be realised a net basis calculus, only the remaining
sums following to be paid in the next working day between the parts. If the
sums mentioned aren’t expressed in lei, they will be converted to the BNR
exchange rate valid in the payment day.
(7) The part that miscarriage the contractual obligations will be liable for the payment of the
legal sums and of professional expenses supported by the injured part for, or as consequence of a
miscarriage of the contractual obligations event, together with the afferent interests (calculated to
the reference interest rate communicated by BNR for the respective month).
8
NOTE: This present document is only an excerpt of the legally binding Romanian version of Annex 29 of the
Regulation no. 2 regarding the functioning of the Sibex Depository. Only the Romanian version of these
documents is legally binding. This translation is provided for information purposes only. Every effort has
been made to ensure the accuracy of this publication. However, the Sibex Depository Inc. does not assume
any responsibility for any errors or omissions.
Contractual responsibility
Art. 14
(1) Each part of the present contract guarantees and assumes the obligations that result from this
contract, obligations that will survive after the finalization of any transaction realised on the
basis of the present contract, where the Creditor:
a) Is authorised to develop the activities and to respect the obligations mentioned in
the present contract;
b) Is not restricted by any legal foresight or any other document of any kind to lend
financial instruments or to respect his obligations mentioned by the present
contract.
c) Has the legal right to benefit by the ownership right over the financial instruments
that are object of the borrowing contract, and the financial instruments fulfil the
eligibility criteria foreseen by the Regulation no. 2 about the functioning of the
Sibex Depository.
(2) Each part of the present contract guarantees and assumes the guarantees mentioned in this,
where the Debtor:
a) Is authorised to develop the activities and to respect the obligations mentioned in
the present contract;
b) Is not restricted by any legal foresight or any other document of any kind to
borrow financial instruments or to respect his obligations mentioned by the present
contract, and the guarantees constituted accomplish the eligibility criteria foreseen
by the Regulation no. 2 about the functioning of the Sibex Depository.
c) Will not conclude this borrowing contract with the exclusive scope to benefit from the
voting rights or from the dividends afferent to the financial instruments object of the
present borrowing contract.
Contract cease
Art. 15
(1) The present contract cease by full right, without the need of a juridical instance to intervene,
to put on delay or any other prior modality:
a)
If any of the parts is declared in payment incapacity, or towards any of the parts
was pronounced the opening of the insolvency procedure foreseen by the Law no.
85/2006 or the liquidation procedure foreseen by the Law no. 31/1990, with the
ulterior completions and modifications or any of the parts lose its juridical
personality in any other modalities foreseen by the law;
b) In the case that to the Creditor or to the Debtor is suspended the quality of member
of participant of a regulated market/alternative trading system or is
suspended/forbidden the right to provide financial investment services by any
regulatory authority as consequence of not complying with his obligations;
c) In the case that any part assigns its rights and obligations without having the written
agreement of the other part;
d) When any of the parts doesn’t execute, totally or partially, by fault, a contractual
obligation considered essential by the other part, after being warned by notification
9
NOTE: This present document is only an excerpt of the legally binding Romanian version of Annex 29 of the
Regulation no. 2 regarding the functioning of the Sibex Depository. Only the Romanian version of these
documents is legally binding. This translation is provided for information purposes only. Every effort has
been made to ensure the accuracy of this publication. However, the Sibex Depository Inc. does not assume
any responsibility for any errors or omissions.
from the other part that another miscarriage will determine the termination of the
present contract;
e) At the written notification of one part, communicated to the other part with at least
15 working days before the date the termination of the contract become effective
(unilateral denouncement);
f)
At the written notification of Sibex Depository, if this discovers irregularity in the
execution of the present contract, the termination of the contract beginning from the
date mentioned in the respective notification.
(2) In any of the situations foreseen to the par. (1) letter a), b), c) and d) the injured part has the
right to denounce the contract according to the letter e) from the par. (1) and to apply to the legal
way to recover the damages.
Art. 16
(1) If a financial instruments issue is retired from Sibex Depository system before the date of
realizing the restitution of the respective financial instruments borrow, any borrowing contract
will be considered ceased at the date the financial instruments are retired from the system, Sibex
Depository notifying the parts of the contract regarding the obligation to give back the financial
instruments object of the borrowing contract with at least one week before the date of retiring.
(2) In the case of a borrowing contract that has as object financial instruments retired from the
Sibex Depository system according to the par. (1), the guarantees constituted without ownership
transfer will be release by Sibex Depository at the date the financial instruments object of the
borrowing contract are given back.
(3) The parts of the borrowing and/or guarantee contracts mentioned to the preceding paragraphs
will have to respect the foresights of the present article and cannot invoke in their favour the
contractual clauses contain by those contracts.
(4) Any possible compensatory payment between the parts of the borrowing and/or guarantee
contract, made on the basis of the contracts mentioned to the par. (1) and/or (2) will be realised
outside the Sibex Depository system.
(5) In the case of retiring from the system where they are traded of the financial instruments that
are constituted as guarantees for a financial instruments borrowing contract concluded according
to the foresights of the Regulation no. 2 regarding the functioning of the Sibex Depository, the
debtor has the obligation that, before the effective withdrawal of the financial instruments from
the trading system, to replace that financial instruments deposit as guarantee with another
eligible assets. At the moment of replacing the guarantees, the Creditor has the obligation to give
back the initial guarantees if those where constituted with ownership transfer, respectively Sibex
Depository/the creditor has the obligation to dispose the unlock of the initial guarantees, if those
where constituted without ownership transfer.
Confidentiality
Art. 17
(1) Confidential information are information of any kind regarding the object of the present
borrowing contract, information that aren’t available to the public or that aren’t public and whose
babble can injury one of the parts of the borrowing contract.
10
NOTE: This present document is only an excerpt of the legally binding Romanian version of Annex 29 of the
Regulation no. 2 regarding the functioning of the Sibex Depository. Only the Romanian version of these
documents is legally binding. This translation is provided for information purposes only. Every effort has
been made to ensure the accuracy of this publication. However, the Sibex Depository Inc. does not assume
any responsibility for any errors or omissions.
(2) Any leak or dissemination of data, procedures etc that are direct related with the foresights of
the present contract represents miscarriage of it and is sanctioned according to the legal
applicable foresights in force.
(3) The clauses of the present contract represent confidential information and cannot be made
public by any of the signatory parts, without prior written agreement of the other part, to any
physical or juridical person, excepting Sibex Depository, institutions or other physical or
juridical persons foreseen by the legislation in force.
Segregation
Art. 18
Any foresight of the present contract that will be declared null or inapplicable by a competent
authority will be segregated and drawn out from the contract, with the mention that the rest of the
foresights will remain into force and will continue to produce effects. Ulterior, the contract will
be amended by the parts in a reasonable manner in relation to the foresights drawn
out/segregated from the contract.
Notifications
Art. 19
(1) Any notification/communication about the present contract, addressed by a contractual part to
the other part, will be considered valid accomplished if it will be submitted to the last part to the
address/fax number mention in the preamble of the present contract.
(2) Any modification of the contact date foreseen in the present contract will be notified to the
other part. The omission to submit such a notification is imputable to the part that has this
obligation and cannot attract the responsibility of the other part.
(3) All the notifications/communications about the present contract will be made in written.
(4) All the notifications/communications foreseen by the present contract will be submitted by
fax, and/or by registered mail with confirmation of receive and/or by email with electronic
signature with confirmation of receive.
(5) The notifications foreseen to the preceding paragraphs are considered received at the date
when is received the notification of their delivery.
The contract assign
Art. 20
(1) The parts of the present contract will not assign the rights and the obligations resulted from
the present contract to a third person, without the written agreement of the other part. The written
agreement of the ceded must be communicated to the assignor in maximum 3 days from the date
the assignor required the ceded agreement.
(2) If the ceded doesn’t communicate to the assignor his agreement in the term foreseen to the
par. (1) will be considered that he doesn’t agree with the contract assign, as consequence the
contract cannot be assigned.
11
NOTE: This present document is only an excerpt of the legally binding Romanian version of Annex 29 of the
Regulation no. 2 regarding the functioning of the Sibex Depository. Only the Romanian version of these
documents is legally binding. This translation is provided for information purposes only. Every effort has
been made to ensure the accuracy of this publication. However, the Sibex Depository Inc. does not assume
any responsibility for any errors or omissions.
Settlement of litigations
Art. 21
(1) During the execution of the present contract, the contract parts will action within the meaning
of collaboration with good faith and with the diligence imposed by the contract object.
(2) The contract parts will try to solve amiably, through direct conciliation, all
misunderstandings that can appear in relation to the validity, interpretation, execution or cease of
the present contract. Any part has the right to notify to the other part the invitation to meet in a
place and at a date determine in order to try to settle the litigations, through the mediation of the
representatives specially nominated. In this sense, the parts will present each other all the data,
information and documents that can protect the contract and to determine the continuation of
collaboration and will act with good faith, equilibrium and reasonably.
(3) The amiably settlement of litigations will not suspend the execution of the present contract.
(4) The present contract gets into the Romanian law.
(5) The litigations that can result from the present contract can be presented for settlement by the
parts to the Romanian Court (Instance) that is material and territorial competent, if, beside the
efforts deposed by the parts, the amiable settlement wasn’t possible.
(6) Not settlement of the litigations mentioned to the par. (5) will not suspend the execution of
the present contract.
Contract period
Art. 22
The present contract is concluded for a period of .............................................................starting
with the date it is signed by the both parts. The present contract was concluded
today______________________ in two original copies, one for each part of the contract.
Waive of immunity
Art. 23
Both parts agree to waive of any kind of jurisdiction, attachment or execution immunity (on the
sovereign basis or on any other basis) that can offer to the parts the possibility to not accomplish
the obligations mentioned by the present contract.
Final disposals
Art. 24
(1) The present contract can be valid completed or modified only through the written agreement
of both parts, by concluding additional acts.
(2) The present contract represents the absolute and volition agreement of the parts. Any other
prior convention between parts, oral or written, about the activities that are object of the present
contract, is replaced by this.
(3) Any compensatory payment between the contract parts will be solved outside the Sibex
Depository system.
(4) The additional acts will detail separately each financial instruments borrow operation and the
operation of constituting the guarantees.
12
NOTE: This present document is only an excerpt of the legally binding Romanian version of Annex 29 of the
Regulation no. 2 regarding the functioning of the Sibex Depository. Only the Romanian version of these
documents is legally binding. This translation is provided for information purposes only. Every effort has
been made to ensure the accuracy of this publication. However, the Sibex Depository Inc. does not assume
any responsibility for any errors or omissions.
(5) The foresights of the present contract are completed by the foresights of the Regulation no. 2
regarding the functioning of the Sibex Depository and with the foresights of the incident
regulations in force.
(6) The present contract and the afferent additional acts will be submitted by the both parts for
notification to Sibex Depository, in term of one working day from the moment of sign by the
both parts, excepting the details afferent to the art. 12.
13