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Article 128. Reorganization of Company

1. Company may be reorganized by means of merging with or restructuring into another Company.

2. The reorganization of Company shall be carried out according to the procedure provided for by the Civil Code of the Republic of Armenia, this Law, other laws and prudential regulations of the Central Bank.

Article 129. Company merger

1. Company shall merge with an insurance company only.

2. Company licensed to engage in classes of life insurance shall only merge with an insurance company licensed to engage in classes of life insurance, whereas Company licensed to engage in classes of non-life insurance shall only merge with an insurance company licensed to engage in classes of non-life insurance.

Article 130. Merger procedure

1. Where one Company or several others merge with another Company, the merging companies shall enter into a merger agreement after having obtained the prior consent of the Board of the Central Bank.

2. For a prior consent to enter into a merger agreement, insurance company/companies shall, in the manner, terms and procedure defined by the Central Bank, present documents to the Central Bank, as follows:

1) an application to obtain a prior consent for merger; 2) the management’s decision on merger;

3) the requisites of the transaction;

4) business plan of surviving company for the forthcoming 3 years;

5) information on the entities where the surviving company and parties affiliated thereto will acquire a participation. The surviving company shall along with the application for prior consent for merger submit, in the manner prescribed by This Law and prudential regulations of the Central Bank, an application and other documents required for obtaining a prior consent on acquisition of participation in other entities, as provided for by law;

6) information on the entities which will acquire a qualifying holding in the surviving company. The surviving company shall along with the application for prior consent for merger submit, in the manner prescribed by this Law and prudential regulations of the Central Bank, an application of the party and the parties affiliated thereto acquiring a qualifying holding and other documents required for obtaining prior consent on acquisition of a qualifying holding in its statutory capital;

7) other documents and information as provided for by prudential regulations of the Central Bank.

3. The Board of the Central Bank shall make a decision, as referred to in Paragraph 1 herewith, on granting or refusing to grant a prior consent within 30 days after the receipt of the requisites of the transaction, the relevant documents and information on the transaction, as specified in Paragraph 2 herewith.

4. The Board of the Central Bank may refuse to approve the merger agreement if:

other regulations;

2) the required documents have not been filed in due manner or are incomplete, or contain false, inaccurate or incomplete data;

3) the Central Bank believes that financial standing of the surviving company will be damaged essentially or it will fail to meet the requirements set forth by this Law or other prudential regulations of the Central Bank;

4) the Central Bank believes that the surviving company or the party or the parties affiliated thereto with a qualifying holding in the statutory capital of Company will acquire a dominant position in insurance market;

5) the Central Bank believes that the interests of the policyholders, the insured persons or beneficiaries of any of the parties to the merger contract will be jeopardized;

6) the Central Bank has declined or declines the application for granting a prior consent as referred to in points 5 or 6 of Paragraph 2 herewith.

5. Within 30 days after obtaining the prior consent of the Central Bank, merging companies shall along with the letter of request submit the merger agreement and other documents and information, as required by the Central Bank, to the Board of the Central Bank for approval. The Board of the Central Bank shall approve the merger agreement within 15 days upon its receipt, provided that the agreement complies with the conditions of prior consent.

Article 131. Effect of merger

1. Insurance companies having decided to merge within the terms specified in the contract on merger shall take all the initiatives under the merger agreement, approve the statement on transfer and, together with the charter of the surviving company or the amendments and modifications thereto, in the manner set forth by this Law and prudential regulations of the Central Bank, submit it to the Central Bank for registration.

2. Upon registration of the charter, or the amendments and modifications thereto, of the reorganizing insurance company by the Central Bank, a record shall be made in the register of insurance companies on termination of the activity of the merged insurance company (companies). The surviving company shall be considered as reorganized from the moment of making the record, as referred to hereunder, on termination of the merged insurance company. 3. The reorganized insurance company may engage in all classes of insurance whereby the merged company or companies would be entitled to conclude insurance contracts.

Article 132. Notification of merger

Merging insurance companies shall undertake to give a notice of obtaining a prior consent by the Central Bank in the press and on their websites, in accordance with the procedure stipulated by the Central Bank, within 3 days after having obtained the prior consent.

Article 133. Suspension and termination of merger

1. Merger may be suspended by the Board of the Central Bank, if:

1) restructuring insurance companies fail to meet the requirements of this Law, other laws, prudential regulations of the Central Bank, merger agreement or decision of the Central Bank on granting a prior consent for concluding a merger agreement;

2) restructuring insurance companies undertake such activities or demonstrate inaction during the merging procedure which may damage the rights and interests of the policyholders, the insured persons or beneficiaries.

2. The terms to eliminate the grounds for suspension shall also be established by the resolution of the Central Bank on suspension of merger.

3. The Central Bank shall terminate the merging procedure in case of not eliminating the grounds for suspension within a specified period, as provided for by Paragraph 2 of this Article.

CHAPTER 23. LIQUIDATION OF COMPANY