Law on Takeover of Joint Stock Companies

Unofficially consolidated translation
Pursuant to Article 95, item 3 of the Constitution of the Republic of Montenegro I hereby pass the DECREE PROMULGATING THE LAW ON TAKEOVER OF JOINT STOCK COMPANIES ("Official Gazette of Montenegro" No. 18/11 of 01/04/2011) I hereby promulgate the Law on Takeover of Joint Stock Companies adopted by the Parliament of Montenegro at the twenty fourth sitting of the second regular session in 2011, held on 17 March 2011. Number: 01-374/2 Podgorica, 25 March, 2011 President of the Republic of Montenegro Filip Vujanovic, m.p. LAW ON TAKEOVER OF JOINT STOCK COMPANIES
I. BASIC PROVISIONS
Article 1
This Law shall regulate the conditions, manner and procedure for the takeover of joint stock companies, the conditions for a public takeover bid, and rights and obligations of the participants in the takeover procedure.
Article 2
Certain terms used in this Law shall have the following meaning:

1. "Offeree company" shall mean a joint stock company registered in the Registry of Issuers with the Securities
   Commission (hereinafter referred to as: the Commission);
2. "Securities" shall mean voting shares (hereinafter referred to as: shares);
3. "Persons acting in concert" shall be the persons who:

• are related by blood in a lineal line regardless of the degree and in a collateral line up to the second degree of
  a kinship, in-laws up to the first degree, as well as adoptive parent and adoptive children;
• are related by marital or extra marital union;
• concluded the joint action agreement towards the offeree company;
• concluded a gift agreement in order to acquire, i.e. transfer the ownership of shares of the offeree company;

4. Legal persons and natural and/or legal persons shall act in concert, where one of them exercises direct or
   indirect control over another or other legal persons, or if:

• he holds, either directly or indirectly, no less than 50% of share in equity capital of a legal person;

• he holds, either directly or indirectly, no less than 50% of voting rights at the shareholders meeting of a legal
  person;

• he has the right to appoint majority of management bodies' members (Board of Directors and Supervisory
  Board) and if he is a shareholder or a member of that legal person;

• he is a shareholder or holds 50% of voting rights or exerts, under the agreement, the prevailing influence on
  conducting business and/or decision-making process of that legal person;

• he concluded a gift agreement in order to acquire, i.e. transfer the ownership of shares of the offeree company;

• they concluded the joint action agreement;

5. "Offeror" shall mean a legal or natural person who acquires or intends to acquire more than 30% of voting
   shares of the offeree company;
6. "Authorized participants in the securities market" shall mean legal entities carrying out transactions with
   securities in accordance with the law governing securities;
7. "Joint action" shall mean a mutual activity among natural or legal persons and their cooperation with the offeree
   company based on contracts or agreements for the purpose of acquiring shares and exercising voting rights or to prevent other person to carry out the takeover procedure;
8. "Custodian" shall mean a legal entity that has been granted a license by the Commission to conduct custody
   business, in accordance with applicable regulations.
   Establishment of the relationship of joint action under paragraph 1, item 7 of this Article was made equivalent to the acquisition of voting shares, except that voting shares of the persons acting in concert with the offeror shall be added to the voting shares of the offeror.
   Article 3
   Takeover procedure for joint stock companies (hereinafter referred to as: takeover procedure) shall be based on the following principles:
9. shareholders of the offeree company who own shares of the offeree company of the same class the takeover
   procedure refers to, shall have an equal treatment in the takeover procedure;
10. shareholders of the offeree company the takeover procedure refers to shall be provided sufficient time and
    information to decide on the takeover bid;
11. management and executive bodies of the offeree company are obliged to act in the best interests of the
    offeree company during the takeover procedure;
12. offeror and offeree company are obliged to carry out the takeover procedure as soon as possible, so that the
    offeree company must not be hindered in the conduct of its affairs in a prolonged time period;
13. the offeror and other persons involved in the takeover procedure shall not lead to disruptions in the securities
    market by their actions;
14. the offeror is obliged, before the public announcement of the takeover bid, to provide funds for payment of all
    shares that are subject to the bid and for the fulfillment of its obligations under the bid.
    Article 4
    This law shall apply to takeover of joint stock companies:
15. with registered office in Montenegro;
16. with registered office outside of Montenegro in EU Member State (hereinafter referred to as: the member
    state), whose shares are admitted to trading only on the stock exchange in Montenegro;
17. with registered office outside of Montenegro in the Member State, whose shares are admitted to trading on
    stock exchanges or regulated markets in Member States in which the offeree company does not have its registered office, including the stock exchange in Montenegro, provided that the

shares of the offeree company were first admitted to trading on the stock exchange in Montenegro;
4) with registered office outside Montenegro, in the Member State, whose shares are admitted to trading on stock
exchanges or regulated markets in Member States in which the offeree company does not have its registered office, including stock exchange in Montenegro, if the offeree company, on the date of admission of its shares to trading, informed the stock exchange or regulated market and the authority responsible for supervision of securities on the Commission's competence for supervising the takeover procedure.
Article 5
This Law shall not apply to:

1. the privatization procedures conducted on the basis of regulations governing the privatization of the economy;
2. the unpaid shares in accordance with the Law on Property and Management Transformation ("Official Gazette
   of RoM" nos. 2/92, 17/92, 59/92, 4/93, 27/94, 30/94 and 23/96).
3. the open-ended investment fund;
4. securities issued by the Central Bank.
   The person who acquires shares of an investment fund, banks and/or insurance companies is not required to, as an indirect offeror, carry out a takeover procedures of entities over which the investment fund, bank and/or the insurance company exercises control in terms of Article 2, paragraph 1, item 4 of this Law.
   Article 6
   The offeror that once carried the takeover procedure of the offeree company, in accordance with the conditions stipulated in this law on a mandatory public takeover bid, is not obliged to re-enforce a takeover procedure.
   II. THE PUBLIC TAKEOVER BID
   Mandatory public takeover bid
   Article 7
   Natural or legal person that, either individually or with persons acting in concert with him, directly or indirectly, acquires shares that exceed 30% of voting shares of the offeree company is obliged to announce a takeover bid for any further acquisition of shares of the offeree company. When natural or legal person who is not obliged to carry out a takeover procedure, pursuant to Article 5, paragraph 1 and Article 11 of this Law may acquire shares of the offeree company outside a takeover procedure, and with that acquisition of shares the offeror shall be obliged to carry out a public takeover bid. Indirect acquisition of voting shares referred to in paragraph 1 of this Article shall be considered the acquisition of control pursuant to Article 2, paragraph 1, item 4 of this Law.

The offeror referred to in paragraph 1 of this Article is obliged, within two working days from the date of acquisition of voting shares which exceed 30% of voting shares of the offeree company, to notify the offeree company and the Commission of the decision to purchase all voting shares of the offeree company (hereinafter: the decision on the takeover). The offeror may announce a public takeover bid for preferred shares of the offeree company which carry no voting rights. Voting shares of the offeree company owned by the offeror and persons acting in concert with him shall be considered voting shares:

1. shares those persons acquired, which are registered in the proprietary account of those persons in the Central
   Depository Agency (hereinafter referred to as: the CDA) or with a custodian (hereinafter referred to as: the custodian);
2. those transferred to a third party as a collateral (fiduciary transfer of ownership right), unless that party is
   authorized to exercise the voting rights attached to those shares independently of further instructions of the offeror or the persons acting in concert with him;
3. those with respect to which these persons have a right of usufruct;
4. under which the offeror is authorized to exercise independently the management right.
   Voting shares of the offeree company shall be calculated as a percentage relative to all voting shares of the offeree company, including own shares of the offeree company and shares with respect to which exercising of voting rights is prohibited or restricted by law or a legal transaction. If the offeror and/or persons acting in concert with him acquire shares that exceed 30% of total voting shares of the offeree company, they shall be jointly and severally liable for announcement and carrying out the takeover procedure of the offeree company and for the fulfillment of obligations under the public takeover bid in accordance with this Law, unless the agreement specifies that one of the persons acting in concert shall carry out the takeover procedure. Rights and obligations of the offeror and persons acting in concert with him shall be distributed on a pro rata bases to participation in the shareholders' equity of the offeree company, unless the agreement stipulated otherwise. The date of acquisition of shares of the offeree company shall be the date of registration of shares on the offeror account with the CDA or on the offeror's account with the custody. The offeror is obliged to publish the decision referred to in paragraph 4 of this Article in at least two daily newspapers distributed within the entire territory of Montenegro, within four working days from the date of acquisition of shares. If the custodian holds shares of the offeree company for a third party, a shareholder shall be a person who holds them (hereinafter referred to as: a custody client) that is required to carry out the takeover procedure in accordance with this Law. CDA and/or custodian are obliged to notify the offeror, the Commission, the offeree company and authorized participants on acquisition of shares by which the obligation for carrying out the takeover procedure occurs, within two working days from the date of registration of such shares on the offeror account. If the offeror and/or a person acting in concert with him deposit voting shares with more custodians and/or with more custodians and the CDA in order to avoid the obligation to carry out the public takeover bid in accordance with this Law, the shareholders of the offeree company may initiate

proceeding with the competent court for payment of the purchase price at which the offeror was obliged to carry out the takeover procedure. The authorized participant, after receiving notice referred to in paragraph 13 of this Article, shall not receive orders of the offeror and/or persons acting in concert with him to purchase shares of the offeree company. Voluntary Takeover Bid
Article 8
The offeror who has no shares in the offeree company or who has not acquired more than 30% of the total number of voting shares of the offeree company is not obliged to carry out the takeover procedure in accordance with this Law, and who intends to acquire shares over 30% of the total number of voting shares, shall notify the offeree company and the Commission on the decision on the takeover, within the term referred to in Article 7, paragraph 4 of this Law. Publication of the decision referred to in paragraph 1 of this Article, shall incur the obligation for the offeror, who intends to initiate the takeover procedure, to announce a bid for takeover of the offeree company (hereinafter referred to as: a voluntary takeover bid). The offeror may stipulate a voluntary takeover bid by reaching a certain performance threshold, which the offeror determines independently. If the total percentage of shares registered in the public takeover bid together with the total percentage of voting shares which the offeror already holds, does not exceed the performance threshold in the public takeover bid, the offeror may not acquire shares registered in the takeover procedure of the offeree company, and in case that registered shares exceed performance threshold, the offeror shall be obliged to purchase or take over all shares registered in the public takeover bid, under the conditions established by a public bid.
Article 9
The person who acquires more than 30% of the total number of voting shares is obliged to announce takeover bids for a bank and an insurance company, but upon obtaining approval from the competent authority for qualified participation of, or over 50% participation in voting rights or capital of the bank, i.e. insurance company, in accordance with the Law regulating banks and insurance. The offeror referred to in paragraph 1 of this Article shall, within two working days of the approval referred to in paragraph 1 of this Article, notify the offeree company and the Commission of the decision on the takeover of all voting shares of the offeree company.
Article 10
The offeror shall, within eight days from the date of publication of the decision referred to in Article 7, paragraph 4 of this Law, submit to the Commission an application for approval of a public offering to purchase shares for the purpose of takeover of the offeree company (hereinafter referred to as: a public takeover bid).
Article 11
The offeror shall not be obliged to carry out the takeover procedure, if:

1. he acquires shares of the offeree company based on a public offer for subscription and payment of shares
   during increase of offeree company's shareholders equity;
2. he acquires shares of the offeree company during increase of shareholders equity, by issuance of shares,
   and general shareholders meeting, at which the decision on increase of capital and issuance of share was adopted has approved that the offeror may acquire voting shares of the offeree company without the obligation to announce the public takeover bid , by a minimum two-thirds majority vote of the total number of shares of the offeree company, and not taking into account votes of the offeror and the persons acting in concert with him;
3. he acquires the shares of the offeree company based on pre-emption right;
4. in accordance with the Law, through privatization process, he acquired more than 30% voting shares of the
   offeree company;
5. he intends to offer for sale the shares over 30% of voting shares, i.e. over number of shares he owned on
   the date of coming into force of this Law, within the term of 45 days from the date of receipt of notification referred to in
   Article 7 paragraph 13 of this Law;
6. he acquires more than 30% of voting shares during restructuring procedure of the offeree company or a
   change of the business organization's legal form;
7. he acquires more than 30% of voting shares as a bankruptcy creditor in bankruptcy procedure over the
   offeree company or in the procedure of judicial liquidation of the offeree company;
8. he acquires the shares of the offeree company by inheritance;
9. the shareholders meeting of the offeree company makes a decision by which it releases the offeror of the
   obligation to carry out takeover procedure of the offeree company due to the offeree company's financial difficulties, by a minimum two-thirds majority vote of the total number of shares of the offeree company, and not taking into account votes of the offeror and the persons acting in concert with him;
10. he acquires shares only temporary as the offeror of issue, in accordance with the law regulating
    securities;
11. he acquires shares of the offeree company from another person whose members or shareholders
    are, either directly or indirectly, the same persons;
12. he acquires shares of the offeree company based on securing claims (fiduciary transfer), providing
    that the offeror does not exercise the voting right based on acquired shares;
13. he acquires shares of the offeree company by a division of marital, i.e. non-marital property after the
    divorce or annulment of marriage;
14. he acquires shares of the offeree company after a takeover procedure carried out by the person
    acting in concert with him, who is obliged, based on the agreement, to carry out takeover procedure on behalf and for the account of the offeror;
15. he exceeds a threshold of 30% of voting shares of the offeree company, due to reduction of offeree
    company's capital;
16. he acquires shares over 30% of voting shares of the offeree company after conversion of preference
    shares into ordinary shares or by replacement of bonds and other securities bearing special rights;
17. he acquires shares of the offeree company in the procedure of settlement of claims as a judgment
    creditor in judicial proceeding;
18. he acquires shares of the offeree company by concluding a court settlement;
19. he acquires statements of all shareholders who hold voting shares, certified in accordance with the Law,
    stating that they will not accept the public takeover bid.
    The offeror who, within the term referred to in paragraph 1 item 5 of this Article, does not sell excess shares does not have voting right under those shares until carrying out of a public takeover bid or until sale of shares in accordance with the Law regulating securities. The offeror referred to in paragraph 2 of this Article may not acquire voting shares of the offeree company until the sale of excess shares, except in procedure of the public takeover bid.
    Article 12
    Shares of the offeree company with voting rights over 30%, i.e. over the percentage which he owned on the date of entry into the force of this Law, shall not give the offeror and/or the persons acting

in concert with him, the voting right until initiation of a procedure of a public takeover bid by submitting an application for approval of a public takeover bid in accordance with this Law, or until the excess shares is not alienated in accordance with Article 11, paragraph 1, item 5 of this Law. Exceptionally from paragraph 1 of this Article, the offeror and the persons acting in concert with him, who acquire shares of banks and insurance companies do not have voting right from the date of finality of the decision approving acquisition of qualified participation, until the date of submission of the request for approval of the public takeover bid. The offeror and the persons acting in concert with him do not have voting right to all shares of the offeree company in the offeror's ownership and the persons acting in concert with him:

1. from the finality of the decision denying or rejecting the request to the finality of an act by which the
   Commission approves a public takeover bid, or

2. if they fail to publish a prospectus within the term stipulated by this Law until the date of publication of the
   prospectus.
   CDA is obliged to make a registry entry on suspension of voting rights of the offeror and the person acting in concert with him into the central register of securities on the date of receipt of the decision of the Commission, in accordance with paragraph 3 of this Article. If the offeror and/or persons acting in concert with him fail to initiate a public takeover bid procedure, to publish a prospectus for a public takeover bid or fail to alienate excess shares in accordance with this Law, shareholders of the offeree company may initiate a proceeding before the competent court for payment of the purchase price at which the offeror was obliged to carry out a takeover procedure.
   Article 13
   The offeror of shares who carries out a public takeover bid cannot, independently or through a person acting in concert with him, either directly or indirectly, buy or sell, or otherwise acquire or dispose of shares the offer relates to, from the date of the announcement of a takeover bid until the disclosure of the results of a public takeover bid. Authorized participants shall not, within a period referred to in paragraph 1 of this Article, receive orders of the offeror and person acting in concert with him, for the purchase or sale of shares for which a public takeover bid was announced.
   Article 14
   During a public takeover bid, the transfer of shares of the offeree company to the offeror shall not be affected by restrictions on transfer of shares established by:

3. the articles of association of the offeree company;

4. an agreement between the offeree company and the shareholder of the offeree company;

5. an agreement among the shareholders of the offeree company.
   Shareholders meeting, at which it is decided on matters referred to in Article 15, paragraphs 1 to 4 of this Law, shall not be affected by restrictions on transfer of shares established by:

6. the articles of association of the offeree company;

7. an agreement between the offeree company and the shareholder of the offeree company;

8. an agreement among the shareholders of the offeree company.
   When, after carrying out a public takeover bid of the offeree company, the offeror and persons acting in concert with him acquire 75% of voting shares of the offeree company, at the first shareholders meeting convened at the request of the offeror for amending the articles of association and/or appointment and/or dismisssal of Board of Directors' members:

9. limitations of transfer of shares and limitations of voting rights established by the articles of association of the
   offeree company, agreement between the offeree company and a shareholder of the offeree company, as well as by the agreement among shareholders of the offeree company, shall not have effect;

10. special shareholders' rights to appoint or dismiss the Board of Directors members established by the articles of
    association of the offeree company shall not have effect.
    The offeror referred to in paragraph 3 of this Article shall be entitled to require the shareholders meeting of the offeree company to be convened no later than 14 days prior to its holding. The provisions referred to in paragraphs 1, 2 and 3 of this Article shall apply to the offeree company, by whose articles of association they were prescribed. The provisions of this Article shall not apply to restrictions on transfer of shares and restrictions on voting rights arising under contracts concluded before the entry into force of this Law. The shareholder, who believes he has been damaged by implementation of the provisions of this Article, shall be entitled to submit a request for compensation for damages to the competent court, within 60 days from the date of completion of a takeover procedure.
    Article 15
    From the date of receipt of the notification referred to in Article 7, paragraph 13 of this Law until disclosure of the results of a public takeover bid, the Board of Directors of the offeree company a public takeover bid refers to, may neither increase share capital by issuing new shares on any basis, nor make any other decisions that are not subject of the ordinary course of business of the offeree company, unless the shareholders meeting of the offeree company decides otherwise. If the decisions referred to in paragraph 1 of this Article were adopted by a shareholders meeting prior to the receipt of the notification referred to in Article 7, paragraph 13 of this Law, and it has not implemented them until that date, a shareholders meeting shall be obliged to confirm them. Decisions made, i.e. implemented, contrary to paragraphs 1 and 2 shall be null and void. The competent authority of the offeree company may not, within the period referred to in paragraph 1 of this
    Article, without the decision of shareholders meeting:

11. engage in operations outside the offeree company's ordinary course of business;

12. perform business that could significantly jeopardize further operations of the offeree company;

13. acquire its own shares or own securities that can be exchanged for shares or cancel its own shares or
    securities;

14. perform operations aimed at obstructing or impeding the acceptance of a takeover bid.

Legal transactions concluded contrary to paragraph 4 of this Article shall be deemed null and void. The competent authority of the offeree company may freely, within the term referred to in paragraph 1 of this
Article, without the approval of the shareholders meeting of the offeree company, seek competing takeover bids.
Shareholders meeting of the offeree company at which it shall be decided on matters referred to in paragraphs 1 and 4 of this Article may be convened no later than 14 days before the date of holding of the shareholders meeting. Shareholders meeting shall decide on granting approval referred to in paragraphs 1 and 4 of this Article by simple majority of the total number of shares.
III. CONDITIONS FOR CARRYING OUT A PUBLIC TAKEOVER BID
Article 16
During carrying out a public takeover procedure, the offeror is obliged to:

1. provide a public takeover bid to all shareholders with voting rights without limitation of the number, i.e.
   percentage of shares, except in cases prescribed by this Law;

2. provide duration of a public takeover bid for not less than 15, and the longest for 60 days following the date of
   publication of the takeover prospectus;

3. buy all shares offered upon completion of a public takeover bid;

4. pay the same price for all shares of the same class reported during carrying out of a public takeover bid.
   Every public announcement of a takeover bid that is not referred to all shareholders under the same conditions, or which addresses the conditions specified that are not in accordance with this Law, shall be forbidden. The owner of shares who is subject to a public takeover bid may not accept a public takeover bid if shares are under the burden, blockage, or have not yet been paid, until removing the burden, blockage or repayment of shares.
   Article 17
   Price for the redemption of shares in a mandatory public takeover bid shall be determined as follows:

5. the lowest offered price may not be lower than the highest price at which the offeror or a person acting in
   concert with him acquired the shares of the offeree company within a period of six months prior to submission of notification to the Commission, in accordance with Article 7 paragraph 13 of this Law;

6. if the offeror has not acquired the shares of the offeree company within a period of six months before
   notifying the Commission in accordance with Article 7, paragraph 13 of this Law, he is obliged to offer at least an average price of shares of the offeree company realized during the last six months before notifying the Commission;

7. if shares of the offeree company have not been traded for a period of six months before notifying the
   Commission in accordance with Article 7, paragraph 13 of this Law, the offeror shall freely determine the price he offers in the bid. The average price of shares referred to in paragraph 1, item 2 of this Article shall be determined in a manner that the total value of all transactions with these actions is divided by the total number of shares that were the subject of those transactions. The price in a mandatory public takeover bid shall be determined in accordance with paragraph 1 of this Article for each class of shares which the takeover bid refers to. The offeror in a voluntary public takeover bid shall freely determine the price for redemption of shares. The offeror may not reduce the price offered or change the manner and terms of payment, but may increase the price offered and extend the validity period of a public takeover bid, provided that he shall pay the same price for every share of the same class. The term for acceptance of a public takeover bid, in case of modifications in a public takeover bid in accordance with paragraph 5 of this Article, shall be extended for seven days.
   Article 18
   Payment of price for shares taken over in a public takeover bid can be made: in cash (cash compensation), securities and both in cash and securities, provided that the offeror determines the relationship of money and securities (combined fee). If the offeror of a public takeover bid of the offeree company offers, as a compensation for the payment of shares, securities, or a combined fee, he shall also be obliged to offer a payment of price for shares that were taken over in cash.
   Article 19
   Shareholder who accepts a public takeover bid of the offeree company is obliged to deposit the shares in the special account with the CDA. Shareholder who has accepted the offer of the offeror may, until completion of a public takeover bid, withdraw and re-accept the offer given, or may withdraw deposited shares until the expiration of a public takeover bid. Withdrawal of shares has the effect of withdrawal of acceptance of a public takeover bid.
   Article 20
   The offeror may not change the conditions from the public takeover bid in the course of the bid, except as provided for in Article 17, paragraph 5 and in the case of a competing bid referred to in Article 42 of this Law. The offeror may not, before the completion of a public takeover bid and registration of shares registered in the procedure for a public takeover bid on the offeror's account with the CDA, vote or exercise other rights arising from shares that are subject to acceptance of a bid.

Article 21
Prior to publication of the takeover prospectus the offeror is obliged to conclude a contract with the CDA on the recording, i.e. depositing of shares, that are subject to acceptance of a public takeover bid. The offeror is obliged, at the time of conclusion of the contract referred to in paragraph 1 of this Article, to submit to the CDA the information required for registration of shares, information on the manner in which a takeover prospectus shall be published, as well as other information required by the CDA. Prior to submission of the request for approval of a public takeover bid, the offeror shall, at a separate account with the CDA, deposit funds for payment of all shares that are subject of a takeover bid or submit the appropriate bank guarantee. If the takeover prospectus determines the possibility of payment of the price for shares acquired in securities or in cash and securities, the offeror is obliged to deposit securities and cash, i.e. bank guarantee, into the special account with the CDA. The offeror is obliged to pay for shares acquired on the basis of a public takeover bid or transfer the ownership of securities he offers, by way of compensation, within three working days following the date of completion of a takeover bid.
IV. CARRYING OUT OF A PUBLIC TAKEOVER BID PROCEDURE
Article 22
The offeror can carry out a public takeover bid, either independently or through an authorized participant.
Article 23
The Commission shall approve a public takeover bid at the request of the offeror. The request referred to in paragraph 1 of this Article shall contain in particular:

1. name, last name, residence, personal identity card number and unique master citizen number of a natural
   person - the offeror, i.e.name, registered office and registration number of a legal person - the offeror;

2. name and registered office of the offeree company;

3. total number of voting shares the offeree company has issued;

4. number of voting shares of the offeree company that the offeror holds, with a percentage participation in the
   total number of voting shares of the offeree company;

5. number of voting shares that are subject to a public takeover bid;

6. the date of commencement and the date of termination of a takeover bid;

7. share price offered;

8. a manner and a place of submission of a public takeover bid acceptance;

9. purpose of the bid, i.e. management policy, that the offeror intends to enforce if he takes over the offeree
   company;

10. data on sources of financing of proposed purchase (cash assets or a bank guarantee deposited with the CDA).
    Along with the request for approval of a public takeover bid, the offeror shall submit:

11. proposal on the takeover prospectus;

12. proof of depositing cash assets or a bank guarantee, i.e. securities , with the CDA for payment of shares the
    offer relates to;

13. pre-contract concluded with the CDA on registering of shares deposited during the takeover bid procedure;

14. certificate issued by the CDA that the price in the takeover bid is determined in accordance with the Article
    17 of this Law;

15. the statement of the offeror and the persons acting in concert with him, certified in accordance with the
    Law, stating that they have not concluded other legal transactions for the purpose of acquiring shares of the offeree company;

16. prior approval, i.e. consent, for qualified participation in case of takeovers of banks, i.e. insurance
    companies, in accordance with the law;

17. authorization for a person that will cooperate with the Commission in the course of consideration of the
    request;

18. other documentation, if required by the Commission.
    Article 24
    If the request for approval of a public takeover bid is incomplete, the Commission shall, within 15 days of receipt of the request, notify the offeror of deficiencies identified and leave the deadline for their remedy. If the offeror fails to remedy the deficiencies, the Commission will reject the request for approval of a public takeover bid. The offeror is obliged, latest within two days upon the receipt of the Commission's conclusion on the rejection of the request, to announce in the same newspapers where the decision on the takeover was announced, a notification that the request for approval of a public takeover bid was rejected. The Commission shall issue a decision on the request for approval of a public takeover bid within 14 days from the date of filing a complete application. If the Commission does not issue a decision within the period referred to in paragraph 4 of this Article, it shall be deemed that the public bid is approved. The burden of proof that the bid was not approved shall be borne by the Commission.
    V. TAKEOVER PROSPECTUS
    Article 25
    The offeror is obliged to announce a takeover prospectus after the issuance of the Commission's decision approving a public takeover bid.

The offeror is also obliged, within three working days of receipt of the Commission's decision on the approval of the prospectus for a public offer, to publish a prospectus for the takeover in no less than two daily newspapers distributed throughout the territory of Montenegro and to submit a prospectus to the offeree company and the CDA. The takeover prospectus may not be published before the approval of the Commission. The offeror is obliged to notify the Commission on publication of the prospectus within three days following the date of publication of the prospectus. In addition to the notice referred to in paragraph 4 of this Article, the proof of publication of the prospectus in accordance with paragraph 2 of this Article, shall be also submitted.
Article 26
If the offeror does not publish a takeover prospectus in the manner provided for in Article 25 of this Law, he is obliged to notify the Commission of the reasons for withdrawing of a public takeover bid.
Article 27
A takeover prospectus shall contain in particular:

1. name, last name, residence, personal identity card number and a unique master citizen number of a natural
   person - the offeror, i.e. name, registered office and registration number of a legal person - the offeror;

2. total number of shares of the offeree company with the data on class of shares and number of shares (in the
   absolute and in the relative amount), which make share capital of the offeree company;

3. name, last name, residence, personal identity card number and a unique master citizen number of a natural
   person, i.e. name, registered office and registration number of a legal person that is considered the person acting in concert with the offeror, as well as the data on relatedness and/or a manner of acting in concert;

4. the statement that a public takeover bid has been referred to all shareholders of the offeree company for
   acquisition of all shares of the offeree company under the conditions announced;

5. a type and number of voting shares of the offeree company the offeror and the persons acting in concert
   with him hold, with a percentage participation in total number of voting shares of the offeree company;

6. a class and number of voting shares that is the subject of a public takeover bid;

7. in case of a voluntary takeover bid, a percentage of shares so that the bid shall be considered successful;

8. a date of commencement and a date of termination of a public takeover bid;

9. the offered price of shares and other conditions arising from the offer;

10. if a possibility for payment of price for shares taken over during takeover procedure in securities, or in
    cash and securities, has been established by the prospectus for a public takeover bid, information about securities and the rights arising thereof, the price of these securities, information about the conditions of exchange and the offeree company of securities given in exchange;

11. a manner to secure cash assets for payment of shares that the subject of a public takeover
    bid;

12. data on the competent court, the relevant law and the manner of resolving disputes arising in connection
    with carrying out of a public takeover bid;

13. a manner and place of submission of acceptance of a public takeover bid;

14. the purpose of the bid, i.e. policy, that the offeror intends to implement if he takes over the offeree
    company.
    Article 28
    If a takeover prospectus contains incorrect data, the persons responsible for its issuance or who participated in its preparation, shall be jointly and severally liable for damages to the owners of shares a public takeover bid refers to, if they knew or should have known for inaccurate data. The persons referred to in paragraph 1 of this Article shall also be jointly and severally liable for the damages, if the prospectus does not contain the data that may influence the decision of the shareholder to accept a public takeover bid.
    Article 29
    The management body of the offeree company is obliged, within seven days following the date of the announcement of a takeover prospectus, to publish a reasoned opinion on a takeover bid in the same manner in which the prospectus has been published. A direct participant does not have the right to participate in forming of the opinion referred to in paragraph 1 of this Article. A direct participant referred to in paragraph 2 of this Article shall be considered:

15. the offeror;

16. an employee or a member of offeror's management body;

17. a person having ownership control over the offeror;

18. an investment adviser of the offeror;

19. a spouse partner, children, parents and a member of the offeror's household. Reasoned opinion on a public
    takeover bid referred to in paragraph 1 of this Article shall in particular contain:

20. the opinion on the type and amount of the offered compensation;

21. the opinion on the offeror with regard to the future business of the
    offeree company being taken over;

22. the opinion on strategic plans of the offeror with regard to the offeree company and possible repercussions of
    the implementation of these plans on the employment policy and the labour law status of employees within the issue, as well as on possible changes in the locations of the offeree company's places of business;

23. statements of the Board of Director members on their intention to accept or reject a public takeover bid, if they
    hold shares of the offeree company;

24. statements of the Board of Director members regarding existence of their agreement with the offeror regarding
    a public takeover bid, and if there is one, the content of such an agreement;

25. other information the management body considers significant.

Prior to disclosure of the opinion referred to in paragraph 1 of this Article, the management board of the offeree company is obliged, within three days following the date of announcement of a public takeover bid, to submit that opinion to the representatives of the employees, or where there are no such representatives, the employees themselves, who, within 3 days following the date of the presentation, may give their opinion on the takeover bid. The opinion referred to in paragraph 1 of this Article shall be deemed submitted when announced on the notice board, or in any other manner determined by the articles of association . If the management body of the offeree company has been delivered the statement within the period referred to in paragraph 5 of this Article, it shall be obliged to publish this opinion along with the opinion referred to in paragraph 1 of this Article. The opinion referred to in paragraph 1 of this Article shall not affect the course of the takeover procedure, constitute grounds for termination of the procedure and for determination of legal validity of a takeover procedure. Shareholders of the offeree company, who believe that they have suffered damage as a result of non-publishing the opinion referred to in paragraph 1 of this Article, shall have the right to demand compensation from the Board of Directors members before the competent court.
VI. REGISTRATION OF SHARES DURING A PROCEDURE OF A PUBLIC TAKEOVER BID
Article 30
CDA is obliged to keep a special record on shares that are subject to acceptance of a public takeover bid, which contains in particular the information about the owners of shares and the total number of shares offered. CDA is obliged to provide information on number of shares that are subject to acceptance of a public takeover bid at the request of the offeror.
Article 31
The owner of shares that are subject to a public takeover bid shall accept the offer of the offeror, by giving a written statement. The statement referred to in paragraph 1 of this Article shall contain in particular:

1. the number of voting shares of the offeree company that is offered for sale;
2. name and last name, i.e. business name and registered office of a shareholder who accepts the offer given;
3. account number of a shareholder in CDA at which shares offered for sale are held;
4. account number at which the payment of the purchase price of offered shares will be made;
5. the signature of a shareholder.

VII. SECURING THE PAYMENT OF SHARES THAT ARE SUBJECT OF A PUBLIC TAKEOVER BID
Article 32
The offeror and the persons acting in concert with him are obliged, prior to submission of the request for approval of a public takeover bid, to deposit monetary funds, i.e. securities, required for payment of shares at the price offered, on the special account with the CDA. The offeror may, as a collateral, deposit a bank guarantee with the CDA, on the amount determined in paragraph 1 of this Article, by which the bank - a guarantor shall be obliged, on the first call of the CDA and without objecting, to pay the amount of guaranteed funds into the CDA account, valid for at least 90 days following the date of submission of the request for approval of a public takeover bid. Where the Commission requires the submission and publication of additional data and/or information, publication of information or corrections regarding a public takeover bid, the offeror is obliged to extend the period for which the guarantee has been issued, in accordance with the requirements of the Commission, or to provide a new guarantee. The offeror, the persons acting in concert with him and the offeree company may not issue a bank guarantee. If the offeror is a bank, it is obliged to conclude the contract on bank guarantee with the another bank. The offeror shall not, during the public takeover bid, alter the conditions from a bank guarantee for payment of all shares a public takeover bid refers to, except in case of increase of price from the public offering and by the Commission's order.
Article 33
The offeror may not dispose of funds and securities referred to in Article 32, paragraphs 1 and 3 of this Law until the decision of the Commission on completion of a public takeover bid of the offeree company. The offeror may, upon the fulfillment of all obligations under the public takeover bid:

• dispose of surplus funds over the funds required for payment of shares purchased in a public takeover bid
  from the account where the funds have been deposited, and/or
• dispose of excess securities deposited for the redemption of shares in a public takeover bid from the
  account where the securities have been deposited.
  VIII. SALE AND PURCHASE OF SHARES WHICH ARE SUBJECT OF A PUBLIC TAKEOVER BID
  Article 34
  Sale and purchase and transfer of shares that are subject of a public takeover bid shall not be conducted on the stock exchange.

Transfer of ownership over shares purchased, i.e. transferred in a public takeover bid procedure shall be conducted by the CDA, by transferring shares from the seller's account to the offeror's account, if the seller accepted the payment of compensation for shares in securities or a combined fee. Cash assets and securities owned by the offeror, which are deposited for settlement of liabilities under a public takeover bid, shall be transferred from the special account of the offeror at the CDA to the account of the owner who sold shares during a public takeover bid procedure.
IX. RESULTS OF A PUBLIC TAKEOVER BID
Article 35
The offeror is obliged, within three days from the date of expiration of validity period of a public takeover bid, to submit to the Commission the report on results of a public takeover bid, which shall contain in particular:

1. name, last name, residence, identity card number and a unique master citizen number of a natural person -
   the offeror, i.e. name, registered office and a registration number of a legal person - the offeror;
2. number and date of approval of a public takeover bid issued by the Commission;
3. name and registered office of the offeree company of shares and total number of voting shares
   issued;
4. total number of shares a public takeover bid referred to;
5. the price paid per a share purchased;
6. total number of shares purchased during a public takeover bid procedure;
7. a percentage of total number of shares of the offeree company the offeror holds after
   termination of a public takeover bid procedure.
   In addition to the report referred to in paragraph 1 of this Article, the offeror is obliged to submit the excerpt from the CDA record on total number of shares purchased in a public takeover bid procedure. Commission shall issue a decision that the public takeover bid procedure is completed, within eight days following the date of receipt of the report referred to in paragraph 1 of this Article. The Commission shall submit to the offeror and the CDA the decision referred to in paragraph 3 of this Article, the latest on the next working day from the date of adoption of the decision. The offeror is obliged to disclose the results of a public takeover bid in the same manner in which the takeover prospectus was disclosed, within three days from the date of the receipt of the decision referred to in paragraph 3 of this
   Article.
   Article 36

CDA is obliged, not later than three working days following the date of the receipt of the decision referred to in
Article 35, paragraph 3 of this Law:

• to make the payment of shares and/or transfer of securities deposited to fulfill liabilities arising from a public
  takeover bid from the account of the offeror to the account of shareholders who have accepted a public takeover bid;
• to transfer the purchased shares of the offeree company from the account of shareholders who have accepted
  a public takeover bid to the account of the offeror.
  After the payment of shares reported in a public takeover bid and/or fulfillment of other liabilities of the offeror arising from a public takeover bid, the CDA shall be obliged to return excess cash assets to the offeror, a bank guarantee or securities that are deposited for compensation, which remained the after fulfillment of liabilities under a public takeover bid.
  Article 37
  Upon publication of the takeover prospectus the offeror may withdraw from the public takeover bid prior to expiration of the term for acceptance of a bid, only if:

1. another person makes a competing bid;
2. the general meeting of the offeree company adopts decisions referred to in Article 15, paragraphs 1 and 4
   of this Law;
3. force majeure events occur;
4. it comes to bankruptcy proceedings or voluntary or involuntary liquidation of the offeree company.
   The offeror is obliged to inform the Commission, the CDA, the offeree company, authorized participants, as well as a stock exchange on which shares of the offeree company a public takeover bid refers to are traded, and about the withdrawal from a public takeover bid. The offeror is obliged to announce the withdrawal from a public takeover bid in the same manner in which he announced the takeover prospectus, at least three days prior to expiration of the term for acceptance of a public takeover bid. In the case referred to in paragraph 1 of this Article, the Commission shall cancel the takeover prospectus, previously approved by the decision of the Commission.
   X. MANDATORY ADDITIONAL REDEMPTION OF SHARES
   Article 38
   If the offeror in a public takeover bid acquires shares of the offeree company so that, along with shares he owned prior to carrying out of a public takeover bid, he holds more than 75% of voting shares of the offeree company, the owners of remained voting shares have the right, within 15 days following disclosure of the results of a public takeover bid, to offer shares for redemption to the offeror.

The offeror that held more than 75% of voting shares of the offeree company prior to carrying out a public takeover bid, and during a public takeover bid has not acquired any voting share of the offeree company shall not be obliged to offer additional period for redemption of shares of the offeree company in accordance with paragraph 1 of this
Article.
The offeror is obliged to pay the remained shares offered, within three days from the expiration date referred to in paragraph 1 of this Article, under the same conditions a takeover procedure was carried out. The offeror is obliged, when disclosing the results of a public takeover bid, to inform shareholders of the right referred to in paragraph 1 of this Article. The offeror of shares may not use the funds deposited in the account with the CDA that remained after the payment of price of shares and meeting other liabilities under a public takeover bid, until expiration of the term referred to in paragraph 1 of this Article. The offeror shall, upon expiration of the term referred to in paragraph 1 of this Article, submit the final report on number of shares offered for redemption during a public takeover bid to the Commission, with an excerpt from the CDA register on the total number of shares that have been sold through a public takeover bid. Forced sale of minority shareholding
Article 39
If the offeror and the persons acting in concert with him after a public takeover bid acquire at least 95% of voting shares of the offeree company, the offeror shall, within three months from the completion of a public takeover bid have the right to transfer voting shares owned by minority shareholders at a price of a public takeover bid or at the price at which the offeror or a person acting in concert with him, acquired shares of the offeree company from the closing date of a public takeover bid, if that price is higher than a takeover bid price. If preferred shares were the subject of a public takeover bid, and after a public takeover bid the offeror and the persons acting in concert with him hold at least 95% of the shares, the offeror shall have the right, within three months from the completion of a public takeover bid, to transfer such shares owned by minority shareholders at a price from a public takeover bid or at the price at which the offeror or a person acting in concert with him acquired shares of the offeree company from the closing date of a public takeover bid, if that price is higher than a takeover bid price. If the offeror exercises the right referred to in paragraphs 1 and 2 of this Article, he shall be obliged to redeem all shares of the same class owned by minority shareholders and to make payment of the price for the purchased shares in cash. The offeror referred to in paragraph 1 of this Article is obliged to submit to the CDA the request for mandatory sale of shares of minority shareholders, not later than three months following the completion of a public takeover bid, stating conditions for the purchase of shares in the takeover bid. The offeror is obliged, not later than as of the date of submission of the request referred to in paragraph 4 of this Article, to inform the shareholders of the submitted request for mandatory sale of shares, by publishing notification in at least two daily newspapers distributed throughout the whole territory of Montenegro.

The offeror is obliged, as of the date of submission of the request referred to in paragraph 4 of this Article, to allocate cash assets in a special account with the CDA or provide a bank guarantee in accordance with Article 32, paragraph 2 of this Law, issued in favor of minority shareholders to the amount required for payment of all shares of minority shareholders.
XI. COMPETING TAKEOVER BID
Article 40
Competing takeover bid (hereinafter referred to as: a competing bid) is an offer that may be submitted by any natural or legal person in accordance with this Law. A competing bid may be made only after publication and within duration of a public takeover bid of the offeree company, not later than 10 days prior to expiration of the term for the acceptance of a public takeover bid. The date of expiration of a public takeover bid shall be calculated within the period referred to in paragraph 2 of this Article. After the expiration of the term for the acceptance of a public takeover bid, a competing bid shall not be put out.
Article 41
A person acting in concert with the offeror who made a public takeover bid, as well as an authorized participant who carries out the public takeover procedure for the offeror may not give a competing takeover bid.
Article 42
The Commission shall decide on a competing bid latest until the expiration of the term for the acceptance of a public takeover bid. The term for the acceptance of a competing bid may not exceed 15 to 60 days following the date of publication of the prospectus, provided that the term for acceptance of a public takeover bid is extended to expiration of the term for the acceptance of a competing bid. During a competing bid the offeror and the offeror of a competing bid may not amend the terms of the bid, other than increase the price offered for purchase of shares, through publication in daily newspapers where a public, i.e. a competing bid, was published, on which they shall be obliged to inform the Commission. Raising prices referred to in paragraph 3 of this Article may be published only after securing additional funds in a manner and under the conditions stipulated by Article 32 of this Law. The offeror and the offeror of a competing bid may make increase of prices for purchase of shares, at least 10 days prior to the completion of the term for accepting bids, until when they are obliged to publish the final purchase prices, in the same daily newspapers where they published a public, i.e. a competing takeover bid, and if they fail to do so, the final price shall be considered the last price that these persons published in the above mentioned newspapers.

The final prices of the offeror and the offeror of a competing bid shall be published as incorporated ones, by the Commission in two daily newspapers distributed throughout the whole territory of Montenegro, at least eight days prior to expiration of the term for bids acceptance. Competing bid may be stipulated by reaching a certain performance threshold, only if the performance threshold is also determined in a takeover bid and if the performance threshold has not been reached until the publication of a competing bid. Performance threshold in the competing bid may not exceed the performance threshold from a public takeover bid.
XII. SUPERVISION
Article 43
Supervision over carrying out of a public takeover bid shall be performed by the Commission. If the Commission establishes, in supervision during or after the completion of a public takeover bid, that a public takeover bid has not been carried out in accordance with the Law, the Commission may:

1. impose obligation of announcement of a public takeover bid;
2. impose changing, amending or withdrawal of a public takeover bid;
3. request submission or publication of additional data and/or information or corrections related to a public
   takeover bid;
4. declare a public takeover bid null and void;
5. cancel approval for a public takeover bid;
6. suspend further transactions in shares that were subject of a public takeover bid;
7. suspend the offeror the possibility to exercise the voting right or any other right arising from such acquisition
   of shares;
8. order other measures regarding removal of consequences that arose by enforcement or omission of
   actions;
9. publicly announce all measures taken, as well as sanctions imposed due to established irregularities and/or
   unlawfulness.
   Article 44
   The Commission shall conduct the supervision over carrying out of a public bid of joint stock companies referred to in Article 4, paragraph 1, items 2, 3 and 4 of this Law in accordance with this Law. Regulations of the Member State where the offeree company has its registered office shall apply to determination of the percentage of voting rights and the obligation to publish a takeover bid, the conditions under which the management and executive bodies of the offeree company may take

measures that result in disruption or disabling of the public takeover bid, and informing employees in joint stock companies referred to in paragraph 1 of this Article.
Article 45
When the competent authority of the Member States approved the publication of a public takeover bid of the offeree company whose shares were granted trading on stock exchanges in Montenegro, a public takeover bid will be recognized in Montenegro without additional approval procedure. The takeover bid referred to in paragraph 1 of this Article shall be published in the manner prescribed by Article 7 paragraphs 4 and 11 of this Law. The Commission is authorized, before the announcement of a public bid referred to in paragraph 1 of this Article, to require from the offeror to amend the content of the bid, i.e. of a takeover prospectus by the appropriate data related to guidance on the manner and legal effect of the shares deposited.
XIII. PENALTY PROVISIONS
Article 46
A legal person shall be imposed a fine of 500 to 40,000 Euros, if:

1. he fails to inform the offeree company and the Commission on the decision on the takeover, no later than
   two working days following the date of acquisition of voting shares (Article 7 paragraph 4);
2. he fails to publish the decision on takeover in at least two daily newspaper distributed throughout the whole
   territory of Montenegro (Article 7, paragraph 11), within four working days from the date of acquisition of shares;
3. he deposits voting shares of the offeree company with more custodies and/or with more custodies and the
   CDA, in order to avoid the obligation of carrying out a public takeover bid (Article 7, paragraph 14);
4. he fails to submit the request to the Commission for approval of a public takeover bid (Article
   10);
5. he fails to offer on purchase the shares exceeding 30% of voting shares, i.e. over the number of shares
   owned, as of the entry into force of this Law, within 45 days from the receipt of notification referred to in Article 7, paragraph 13 of this Law (Article 11, paragraph 1, item 5);
6. until the sale of excess shares in accordance with Article 11 paragraph 1 item 5 of this Law, he acquires
   voting shares of the offeree company, except in a public takeover bid (Article 11 paragraph 3);
7. from the date of notification by the Commission until the date of disclosure of results of a public takeover
   bid, either directly or through a person acting in concert with him, he sells or purchases or otherwise acquires shares a takeover bid relates to (Article 13 paragraph 1);
8. within two days of the receipt of the Commission's decision to reject the request, fails to publish the
   notification that the request for approval of a public takeover bid was rejected (Article 24 paragraph 3), in the same newspapers where he published the decision on the takeover;
9. within three working days of the receipt of the Commission's decision on approval of the
   takeover prospectus, fails to publish the prospectus in at least two daily newspapers distributed

throughout the whole territory of Montenegro and/or fails to submit the prospectus to the offeree company and the CDA (Article 25 paragraph 2);
10) within three days after publication of the prospectus fails to inform the Commission of the publication of
the prospectus (Article 25 paragraph 4);
11) he states inaccurate information in the takeover prospectus (Article 28, paragraph 1);
12) he fails to submit to the Commission the report on the results of a public takeover bid (Article 35
paragraph 1), within three days following the date of completion of a public takeover bid;
13) within three days of the receipt of the Commission's decision confirming that a public takeover bid was
completed, he fails to disclose the results of a public takeover bid (Article 35, paragraph 5);
14) he fails to inform the Commission, the CDA, the offeree company, the authorized participant, as well as
the stock exchange, on which shares of the offeree company a public takeover bid refers to are traded, of the withdrawal of a public offer (Article 37 paragraph 2);
15) he fails to publish the withdrawal of a public offer in the same manner he published the takeover
prospectus (Article 37, paragraph 3).
A fine of 30 to 4,000 Euros shall be imposed on a natural person - the offeror and a responsible person of a legal entity, for a violation referred to in paragraph 1 of this Article.
Article 47
A fine of 500 to 40,000 Euros shall be imposed on a legal person - CDA, if:

1. within two working days from the date of registration of shares of the offeror by which he acquires the
   number of votes exceeding 30% of the total number of votes in a single offeree company, if he fails to notify the offeror, the Commission, the offeree company and the authorized participant on the acquisition (Article 7, paragraph 13);
2. he fails to provide that the owner of shares, who accepted the offer from the offeror may, until the
   completion of a public takeover bid, withdraw and re-accept the given offer (Article 19 paragraph 2);
3. he fails to keep separate records of actions that are the subject of a public takeover bid acceptance (Article
   30, paragraph 1);
4. he fails to provide information, at the request of the offeror, on the number of shares that are subject to a
   public takeover bid acceptance (Article 30, paragraph 2);
5. he fails to pay shares to shareholders or fails to transfer the purchased shares from the shareholder's
   accounts to the offeror's account within the prescribed time or fails to return the offeror excess cash, a bank guarantee or securities that are deposited in compensation, and that remained after the fulfillment of liabilities under a public takeover bid (Article 36). A fine of 500 to 40,000 Euros shall be imposed on a legal person - the custodian, if:
6. it fails, within two working days following the date of registration of shares of the offeror by which he
   acquires the number of votes exceeding 30% of the total number of votes in a single offeree

company, to inform the offeror, the Commission, the offeree company and the authorized participant on such acquisition (Article 7, paragraph 13). A fine of 30 to 4,000 Euros shall be imposed on the responsible person in a legal entity - CDA or custodian, for violation referred to in paragraphs 1 and 2 of this Article.
Article 48
A fine of 500 to 40,000 Euros shall be imposed on a legal entity - the authorized participant, if:

1. he receives the order of the offeror for purchase of shares of the offeree company (Article 7 paragraph 15)
   from the date of receipt of the notification referred to in Article 7 paragraph 13 of this Law;
2. he accepts the order of the offeror for purchase or sale of shares for which the offeror made a public
   takeover bid (Article 13 paragraph 2) from the date of publication of a takeover bid until the disclosure of the results of a public takeover bid. A fine of 30 to 4,000 Euros for a violation of paragraph 1 of this Article shall be imposed on the responsible person in a legal entity - the authorized participant.
   Article 49
   A fine of 30 to 4.000 Euros shall be imposed on members of the Board of Directors as a responsible person in a legal entity - the offeree company, if:
3. they fail to publish a reasoned opinion on a takeover bid in the same manner the prospectus was
   published, within seven days following publication of a takeover prospectus, and/or do not publish the same in the content specified by Law (Article 29 paragraphs 1 and 4);
4. they, prior to publication of opinion on the takeover bid, fail to submit the opinion to employees'
   representatives, i.e. to employees themselves if there is no such a representative, and/or fail to submit the opinion of employees to their opinion, when published (Article 29 paragraphs 5 and 7).
   XIV. TRANSITIONAL AND FINAL PROVISIONS
   Article 50
   Public takeover bid procedures commenced before the entry into force of this Law shall be completed according to regulations that were in force before entry into force of this Law. The persons that carried out a takeover procedure of the offeree company under the regulations that were in force before entry into force of this Law, pursuant to terms and conditions established for carrying out a public takeover bid, shall not be obliged to carry out again a takeover procedure in accordance with the provisions of this Law. The persons who were jointly and severally liable to carry out a takeover procedure in accordance with regulations in force before the entry into force of this Law will be released from their obligation to carry out a takeover procedure, if one of these persons, on the basis of mutual agreement concluded, carried out a takeover procedure in accordance with these regulations. The persons who, before the coming into force of this Law indirectly acquired shares of the offeree company and who were not obliged to carry out a public takeover bid until the date of entry into

force of this Law, shall not be obliged to carry out a takeover procedure unless they continue to acquire shares of the offeree company indirectly and/or increase share in entities over the persons they exercise control in the terms of
Article 2 paragraph 1 item 4 of this Law.
Article 51
Provisions of the Article 4, paragraph 1, items 2, 3 and 4 and Articles 14, 44 and 45 of this Law shall apply from the date of admittance of Montenegro to the European Union.
Article 52
Law on Takeover of Joint Stock Companies shall cease to be effective as of the date of entry into force of this Law ("Official Gazette of the RoM", No. 81/05).
Article 53
This Law shall enter into force on the eighth day following its publication in the "Official Gazette of Montenegro". Number: 09-3/11-1/10 EPA 472 XXIV Podgorica, March 17, 2011 24th Montenegrin Parliament Session President, Ranko Krivokapic m.p.