TITLE II - Profit tax

CHAPTER I - General provisions

ART. 13 - Taxpayers

The following persons, hereinafter called taxpayers, shall be liable to pay the profit tax, according to the present title:

a) Romanian legal persons;

b) foreign legal persons which carry on an activity through a permanent head office in Romania;

c) foreign legal persons and non-resident natural persons which carry on an activity in Romania in an association without legal personality;

d) foreign legal persons obtaining incomes from/or in connection with real estate located in Romania or from the sale/assignment of securities to a Romanian legal person;

e) resident natural persons associated with Romanian legal persons, for incomes obtained both in Romania and abroad, from associations without legal personality; in this case, the tax payable by the natural person shall be calculated, withheld and paid in by the Romanian legal person.

f) legal persons with their registered office in Romania, established according to the European legislation.

ART. 14 - Scope of application of the tax

The profit tax shall apply as follows:

a) in case of Romanian legal persons and of legal persons with their registered office in Romania, established according to the Romanian legislation, to the taxable profit obtained from any source, both from Romania and from abroad;

b) in case of foreign legal persons that are pursuing an activity through a permanent head office in Romania, to the taxable profit attributable to the permanent head office;

c) in case of foreign legal persons and non-resident natural persons that are pursuing activity in Romania in an association without legal personality, to the part of the taxable profit of the association attributable to each person;

d) in case of foreign legal persons obtaining incomes from/or in connection with real estate located in Romania or from the sale/assignment of securities in a Romanian legal person, to the taxable profit related to such incomes;

e) in case of resident natural persons associated with Romanian legal persons obtaining incomes both from Romania and from abroad, from associations without legal personality, to the part of the taxable profit of the association which is attributable to the resident natural person.

ART. 15 - Exemptions

(1) The following taxpayers shall be exempt from the payment of profit tax:

a) the state treasury;

b) public institutions, for the public funds, including for the own incomes and available funds obtained and used according to the Law No 500/2002 on the public finance, as subsequently amended, and the Law No 273/2006 on the local public finance, as subsequently amended and supplemented, unless otherwise provided by the law;

c) Romanian legal persons which pay the tax on the incomes of micro-enterprises in accordance with the provisions of Title IV;

d) Romanian foundations established as a result of a legacy;

e) *** Repealed

f) religious cults, for: incomes obtained from the production and sale of objects and products necessary for the cult activity, according to the law, incomes obtained from rents, other incomes obtained from economic activities, incomes from cash compensations, obtained as a result of redress measures provided by the laws concerning the reconstitution of the property right, provided that the respective amounts are used, during the current year and/or during the following years, for the maintenance and operation of the cult units, for construction, repair and consolidation works of cult houses and ecclesiastic buildings, for education, for the provision, on their own behalf and/or in the form of partnership, of social services, accredited under the terms of law, for specific actions and other non-profit-making activities of the religious cults, according to the Law No 489/2006 concerning the religious freedom and the general regime of cults;

g) accredited private education institutions, as well as those authorised, for incomes used, during the current year or the following years, according to the Law on education No 84/1995, republished, as subsequently amended and supplemented, and the Government Emergency Ordinance No 174/2001*) on certain measures for the improvement of higher education financing system, as subsequently amended;

h) owners associations established as legal persons and tenants associations recognised as owners associations, according to the Law on dwellings No 114/1996, as republished, as subsequently amended and supplemented, for the incomes obtained from economic activities which are used or are to be used for the improvement of facilities and of building efficiency, for maintenance and repair of joint property;

i) the Guaranty fund for the deposits in the banking system, as established according to law;

j) the Fund for compensation of the investors, as established according to law;

k) the National Bank of Romania.

(2) The non-profit organisations, trade unions and employers' associations are exempt from the payment of profit tax for the following types of incomes:

a) subscriptions and registration fees of members;

b) contributions in cash or in kind by members and supporters;

c) registration fees established according to legislation in force;

d) incomes obtained from sports visas, duties and penalty charges or from participation in sports competitions and demonstrations;

e) donations and money or goods received as sponsorship;

f) dividends and interests obtained from the investment of available money coming from exempt incomes;

g) incomes for which the tax on performing activities must be paid;

h) resources obtained from public funds or from unredeemable financing;

i) incomes obtained from occasional activities: fund-raising events with an admission fee, festivals, raffles, conferences, used for social or professional purposes, according to their statute;

j) exceptional incomes resulting from the transfer of tangible fixed assets owned by non-profit organisations, other than assets which are or have been used in an economic activity;

k) incomes obtained from advertising and publicity, obtained by non-profit organisations of public interest status, according to the laws on organisation and operation, in the field of culture, scientific research, education, sport, health, as well as by chambers of commerce and industry, trade union organisations and employers' associations;

l) amounts received as a result of non-compliance with the terms of donation/sponsorship, according to the law, subject to the use of such amounts by the non-profit-making organisations, during the current year or the next year, for attaining the aim and their objectives, according to the constitutive act or the statute, as applicable;

m) incomes obtained from the compensations from the insurance companies for the damage cause to their own tangible assets, others than those used in the economic activity;

n) amounts received from the tax on income payable by the natural persons, according to the provisions of title III.

(3) Non-profit organisations, trade unions and employers' associations shall be exempt from the payment of profit tax also for the incomes obtained from economic activities up to the equivalent in ROL of EUR 15 000 in a fiscal year, but no more than 10% of the total incomes exempt from the payment of profit tax provided in paragraph (2). The organisations provided in the present paragraph shall owe profit tax for the part of the taxable profit corresponding to certain incomes, other than those provided in paragraph (2) or in the present paragraph, a tax which shall be calculated by applying the rate provided in Article 17 (1), or Article 18, as the case may be.

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*) The Government Emergency Ordinance No 174/2001 was rejected by the Law No 82/2005.

ART. 16 - Fiscal year

(1) The fiscal year shall be the calendar year.

(2) In case of a taxpayer which is set up or ceases to exist during a fiscal year, the taxable period shall be the period of the calendar year for which the taxpayer existed.

ART. 17 - Taxation quotas

The profit tax quota which is applied to the taxable profit shall be of 16%, with the exceptions provided in Article 38.

ART. 18 - Minimum tax

(1) The taxpayers which carry on activities of the nature of night-bars, night-clubs, discos, casinos or sports betting, including the legal persons obtaining these incomes based on deed of partnership, and for which the profit tax owed for the activities provided in this article is less than 5% of the respective incomes shall be liable to pay a tax equal to 5% of such obtained incomes.

(2) The taxpayers which have the profit tax lower than the amount of the minimum tax for the instalment of corresponding total incomes, provided in paragraph (3), except for those taxpayers provided in paragraph (1), in Article 13 c) - e), Article 15 and 38, shall be bound to pay the tax at the level of this amount.

(3) In order to apply the provisions of paragraph (2), the amounts corresponding to the minimum tax, established depending on the total incomes registered on 31 December of the previous year shall be the following:

______________________________________________________

|    Annual total incomes   |    Annual minimum tax    |

|         (ROL)             |          (ROL)           |

|___________________________|__________________________|

| 0 - 52 000                |           2 200          |

|___________________________|__________________________|

| 52 001 - 215 0000         |           4 300          |

|___________________________|__________________________|

| 215 001 - 430 000         |           6 500          |

|___________________________|__________________________|

| 430 001 - 4 300 000       |           8 600          |

|___________________________|__________________________|

| 4 300 001 - 21 500 000    |          11 000          |

|___________________________|__________________________|

| 21 500 001 - 129 000 000  |          22 000          |

|___________________________|__________________________|

| Exceeding 129 000 001     |          43 000          |

|___________________________|__________________________|

(4) In order to be included in the instalment of total incomes provided in paragraph (3), the total incomes shall be taken into consideration, derived from any source, registered on 31 December of the previous year, of which the following shall be deducted:

a) incomes from the variance of inventories;

b) incomes from the production of property, plant and equipment and intangible assets;

c) incomes from operation, representing the share quota of government grants and of other resources for financing investments;

d) incomes from reduction or cancellation of the provisions for which no deduction was granted, according to the legal regulations;

e) incomes resulted from the cancellation of debts and of the increases payable to the state budget, which did not constitute deductible expenses upon the calculation of the taxable profit, according to the legal regulations;

f) incomes derived from damages from the insurance companies;

g) incomes provided in Article 20 d).

CHAPTER II - Calculation of taxable profit

ART. 19 - General rules

(1) The taxable profit shall be calculated as the difference between the incomes obtained from any source and the expenses effected for the purpose of obtaining incomes, during a fiscal year, from which non-taxable incomes are deducted and to which non-deductible expenses are added. In determining the taxable profit, other elements similar to the incomes and expenses shall also be taken into account according to application norms.

(2) The accounting methods, established by legal regulations in force, regarding the taking the stocks out of administration shall be recognised in calculating taxable profit, with the exception of the cases provided in paragraph (3). The accounting methods for the valuation of stocks shall not be modified during a fiscal year.

(3) The taxpayers who expressed their option until 30 April 2005 inclusive, according to the legal provisions, for the taxation of the incomes related to the instalment sales contracts, as the instalments are falling due, shall continue to benefit from this facility for the period when the contracts in question carry on; the expenses corresponding to such incomes shall be deductible on the same due dates, proportionally with the value of the instalment recorded in the total value of the contract.

(4) In case of taxpayers which carry on international service activities, on the basis of conventions which Romania is a party to, the incomes and expenses effected for the purpose of obtaining such incomes shall be taken into account in determining the taxable profit, according to certain special norms established in accordance with regulations in these conventions.

(5) The transactions among affiliated persons shall be carried out according to the open market price principle, according to which the transactions among affiliated persons are carried out under the terms established or imposed, which should not differ from the commercial or financial relations established among independent enterprises. In establishing the profits of the affiliated persons the principles regarding the transfer prices shall be taken into consideration.

ART. 19^1 - Deductions for research and development expenses

(1) In the calculation of the taxable profit, the following fiscal incentives shall be granted for the research-development activities:

a) the additional deduction in the calculation of taxable profit amounting to 20% of the eligible expenses for these activities; the additional deduction shall be calculated on a quarterly/annual basis; in case a fiscal loss is realised, it shall be recovered according to the provisions of Article 26;

b) the application of the accelerated depreciation method also in case of appliances and equipment intended for research-development activities.

(2) For the application of the provisions of this article the norms concerning the deductions for research-development expenses, approved by joint order of the minister of public finance and of the ministry of education, research and innovation, shall be elaborated.

ART. 19^2 - Exemption from tax of the reinvested profit

(1) The profit invested in the production and/or procurement of technological equipment (machinery, tools and working plant), as they are provided in subgroup 2.1 of the Catalogue concerning the classification and the normal operation duration of fixed assets, used for the purpose of obtaining taxable incomes, shall be tax exempt.

(2) The profit invested according to paragraph (1) represents the balance of the profit and loss account or, respectively, the accounting profit cumulated as from the beginning of the year, used for this purpose during the year when the investment was made. The exemption from the profit tax related to investments made shall be granted within the limits of the profit tax payable for such period.

(3) For the period 1 October - 31 December 2009, for the application of the relief the accounting profit recorded beginning with 1 October 2009 and invested in the assets mentioned in paragraph (1) produced and/or acquired after the same date shall be taken into account.

(4) For the taxpayers that are under the obligation to pay profit tax every quarter, in case investments are made over the future quarters, the amount of the previously invested profit for which the relief was grated shall be deducted from the accounting profit cumulated as from the beginning of the year.

(5) In case of taxpayers provided in Article 103 which become payers of profit tax in accordance with the provisions of Article 107^1, the accounting profit cumulated as from the beginning of the year and invested in the assets mentioned in paragraph (1), produced and/or acquired starting with the quarter when they became payers of profit tax shall be taken into account in order to apply the relief. For the year 2009 the accounting profit taken into consideration for applying the relief shall be that registered after 1 October 2009.

(6) The exemption shall be calculated on a quarterly or yearly basis, as applicable, and the amount of the profit for which the exemption from profit tax was actually used shall be distributed with priority for establishing the reserves up to the accounting profit registered at the end of the financial year. In case at the end of the financial year an accounting loss is incurred the regularisation of the invested profit shall not be carried out, and the taxpayer shall not be bound to distribute the amount of the invested profit for the purpose of establishing the reserves.

(7) For the assets provided in paragraph (1) that are obtained over several consecutive years, the relief shall be granted for the works actually executed, on the basis of certain partial reports of works, for the investments partly put into operation during that year.

(8) The provisions of paragraph (1) shall apply for the assets considered as new, meaning that they were not previously used.

(9) The taxpayers that benefit from the provisions of paragraph (1) shall be under the obligation to keep in their patrimony such assets at least for a period that equals half their normal operation duration, established according to the Catalogue concerning classification and the normal operation duration of fixed assets. In case of non-compliance with these provisions, the profit tax shall be recalculated and delay increases shall be established for such amounts, as from the date when the relief applies, according to the law. The assets transferred within the reorganisation operations shall not be subject to these provisions in case beneficiary company takes over the reserve related to the exempted profit, thus assuming the rights and obligations of the transferring company, as well as the assets alienated within the liquidation/bankruptcy proceedings, according to the law.

(10) In case that, as a result of applying the provisions of paragraph (1), the profit tax is below the level of the minimum tax, the taxpayers shall be bound to pay the minimum tax in compliance with the provisions of Article 18 (2).

(11) The taxpayers which apply the provisions of this Article may not benefit by the provisions of Article 26^1 of the Law No 346/2004 concerning the incentives for the establishment and development of small- and medium-sized enterprises, as subsequently amended and supplemented.

(12) By way of exception from the provisions of Article 7 (1) point 33 and of Article 24 (5), the tax value or the entry value of the assets provided in paragraph (1), respectively, shall be determined by deducting the amount, for which the facility provided in paragraph (1) was applied, from the production and/or acquisition value.

(13) The provisions of this Article shall apply until 31 December 2010 inclusively.

ART. 20 - Non-taxable incomes

The following incomes shall not be taxable in calculating taxable profit:

a) dividends received from a Romanian legal person;

b) favourable differences in value of the participation title which are recorded as the result of the incorporation of reserves, benefits or issuing premiums in the legal persons in which there are held participation titles, as well as by the differences of valuation of the participation titles and long-term financial investments, registered according to the accounting regulations. Such differences shall be taxable on the date of their free transfer, assignment, withdrawal, liquidation of financial investments, as well as on the date of withdrawal of the registered capital in the legal person in which the participation titles are held;

c) incomes from the cancellation of expenses for which no deduction was allowed, incomes from the cutting down or cancellation of provisions for which no deduction was allowed, as well as incomes from the recovery of non-deductible expenses, as well as incomes from the return or cancellation of certain interests and/or delay penalties for which not deduction was granted;

d) non-taxable incomes, expressly provided in the agreements and memoranda approved by statutory instruments.

e) during 1 January 2009 - 31 December 2009 inclusively, the incomes from dealings with units on the market authorised and supervised by the National Securities Commission. During the same period, the expenses representing the entry value of these units, as well as the expenses registered on the occasion of performing the dealing transactions shall be non-deductible expenses in the calculation of taxable profit.

ART. 20^1 - Fiscal status of dividends received from the Member States of the European Union

(1) After the date of accession of Romania to the European Union the following shall also be non-taxable:

a) dividends received by a Romanian legal person, a parent company, from one of its subsidiaries located in a Member State, if the Romanian legal person meets all the following conditions:

1. it pays profit tax, according to the provisions of Title II, without the possibility of an option or exemption;

2. it holds at least 15% of the registered capital of a legal person from a Member State, or 10%, starting with 1 January 2009;

3. on the date of registration of the income from dividends it holds the minimum share provided in point 2, for an uninterrupted period of at least 2 years.

Likewise, the dividends received by the Romanian legal person through its permanent establishment located in a Member State, in case the Romanian legal person meets all the conditions provided in points 1 - 3;

b) the dividends received from the permanent establishments from Romanian of certain legal persons from other Member States, parent companies, distributed by their subsidiaries located in Member States, if the foreign legal person meets all the following conditions:

1. takes one of the forms of organisation provided in paragraph (4);

2. according to the tax laws of a Member State is considered to be resident in that State for tax purposes and, under the terms of a double taxation agreement concluded with a third State, is not considered to be resident for tax purposes outside the Community;

3. is subject to profit tax or to a similar tax, in compliance with the tax laws of a Member State, without the possibility of an option or of being exempt;

4. it holds at least 15% of the registered capital of a branch from a Member State, or a minimum share of 10%, starting with 1 January 2009;

5. on the date of registration of the income from dividends by the permanent establishment from Romania, the foreign legal person holds the minimum share provided in point 4, for an uninterrupted period of at least 2 years.

(2) The provisions of paragraph (1) a) and b) shall not apply to the profits distributed to the Romanian legal persons or to the permanent establishments from Romanian of certain foreign legal persons from a Member State, in relation to the liquidation of a subsidiary from a Member State.

(3) For the purposes of applying the provisions of the present article, the terms and phrases below shall have the following meanings:

a) Member State - state of the European Union;

b) branch from a Member State - foreign legal person the registered capital of which includes also the minimum share provided in paragraph (1) a) point 2 and b) point 4, of a Romanian legal person or of a permanent establishment from Romania of a foreign legal person from a Member State;

c) third state - any other non-Member State of the European Union.

(4) For the purpose of applying the provisions of paragraph (1) b) point 1, the forms of organisation for foreign legal persons shall be:

a) companies under Belgian law known known as "societe anonyme"/"naamloze vennootschap", "societe en commandite par actions"/"commanditaire vennootschap op aandelen", "societe privee a responsabilite limitee"/"besloten vennootschap met beperkte aansprakelijkheid", "societe cooperative a responsabilite limitee"/"cooperatieve vennootschap met beperkte aansprakelijkheid", "societe cooperative a responsabilite illimitee"/"cooperatieve vennootschap met onbeperkte aansprakelijkheid", "societe en nom collectif"/"vennootschap onder firma", "societe en commandite simple"/"gewone commanditaire vennootschap", public undertakings that have adopted one of the legal forms mentioned above and other companies established according to the Belgian law, subject to the Belgian profit tax;

b) companies under Danish law known as "aktieselskab" and "anpartsselskab"; other companies subject to taxation, according to the profit tax law as far as their taxable income are calculated and taxed according to the general rules in the tax legislation applicable to "aktieselskaber";

c) companies under German law known as "Aktiengesellschaft", "Kommanditgesellschaft auf Aktien", "Gesellschaft mit beschrankter Haftung", "Versicherungsverein auf Gegenseitigkeit", "Erwerbs-und Wirtschaftsgenossenschaft", "Betriebe gewerblicher Art von juristischen Personen des offentlichen Rechts", and other companies established according to the German law, subject to the German profit tax;

d) companies under Greek law known as "anonume etaireia", "etaireia periorismenes eutunes (E.P.E.)", and other companies established according to the Greek law, subject to the Greek profit tax;

e) companies under Spanish law known as "sociedad anonima", "sociedad comanditaria por acciones", "sociedad de responsabilidad limitada", and those public law bodies which operate under private law; and other companies established according to the Spanish law, subject to the Spanish profit tax; ("Impuesto sobre Sociedades");

f) companies under French law known as "societe anonyme", "societe en commandite par actions", "societe a responsabilite limitee", "societes par actions simplifiees", "societes d'assurances mutuelles", "caisses d'epargne et de prevoyance", "societes civiles", automatically subjected to profit tax, "cooperatives", "unions de cooperatives", and industrial and commercial public undertakings and other companies established according to the French law, subject to the French tax;

g) companies incorporated or existing under Irish law, bodies registered under the Industrial and Provident Societies Act, building societies incorporated under the Building Societies Acts and trustee savings banks within the meaning of the Trustee Savings Banks Act, 1989;

h) companies under Italian law known as "societa per azioni", "societa in accomandita per azioni", "societa a responsabilita limitata", "societa cooperative", "societa di mutua assicurazione", and private and public entities whose activity is wholly or principally commercial;

i) companies under Luxembourg law known as "societe anonyme", "societe en commandite par actions", "societe a responsabilite limitee", "societe cooperative", "societe cooperative organisee comme une societe anonyme", "association d'assurances mutuelles", "association d'epargne-pension", "entreprise de nature commerciale, industrielle ou miniere de l'Etat, des communes, des syndicats de communes, des etablissements publics et des autres personnes morales de droit public", and other companies constituted under Luxembourg law subject to Luxembourg profit tax;

j) companies under Dutch law known as "naamloze vennootschap", "besloten vennootschap met beperkte aansprakelijkheid", "Open commanditaire vennootschap", "Cooperatie", "onderlinge waarborgmaatschappij", "Fonds voor gemene rekening", "vereniging op cooperatieve grondslag", "vereniging welke op onderlinge grondslag als verzekeraar of kredietinstelling optreedt", and other companies constituted under Dutch law subject to Dutch profit tax;

k) companies under Austrian law known as "Aktiengesellschaft", "Gesellschaft mit beschrankter Haftung", "Versicherungsvereine auf Gegenseitigkeit", "Erwerbs- und Wirtschaftsgenossenschaften", "Betriebe gewerblicher Art von Korperschaften des offentlichen Rechts", "Sparkassen", and other companies constituted under Austrian law subject to Austrian profit tax;

l) commercial companies or civil law companies having a commercial form and cooperatives and public undertakings incorporated in accordance with Portuguese law;

m) companies under Finnish law known as "osakeyhtyio/aktiebolag", "osuuskunta/andelslag", "saastopankki/sparbank" and "vakuutusyhtio/forsakringsbolag";

n) companies under Swedish law known as "aktiebolag", "forsakringsaktiebolag", "ekonomiska foreningar", "sparbanker", "omsesidiga forsakringsbolag";

o) companies incorporated under the law of the United Kingdom of Great Britain and Northern Ireland;

p) companies incorporated under Council Regulation No 2157/2001/EC of 8 October 2001 on the Statute for a European company (SE) and Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European company with regard to the involvement of employees and cooperative societies incorporated under Council Regulation (EC) No 1435/2003 of 22 July 2003 on the Statute for a European Cooperative Society (SCE) and Council Directive 2003/72/EC of 22 July 2003 supplementing the Statute for a European Cooperative Society with regard to the involvement of employee;

q) companies incorporated under the Czech legislation, known as "akciova spolecnost", "spolecnost s rucenim omezenym";

r) companies incorporated under the Estonian legislation, known as "taisuhing", "usaldusuhing", "osauhing", "aktsiaselts", "tulundusuhistu";

s) companies incorporated under the Cypriot legislation, known as "etaireies", subject to Cypriot profit tax;

ş) companies incorporated under the Lettish legislation, known as "akciju sabiedriba", "sabiedriba ar ierobezotu atbildibu";

t) companies incorporated under the Lithuanian legislation;

ţ) companies incorporated under the Hungarian legislation, known as "kozkereseti tarsasag", "beteti tarsasag", "kozos vallalat", "korlatolt felelossegu tarsasag", "reszvenytarsasag", "egyesules", "kozhasznu tarsasag", "szovetkezet";

u) companies incorporated under the Maltese legislation, known as "Kumpaniji ta" "Responsabilita Limitata", "Socjetajiet en commandite li l-kapital taghhom maqsum f'azzjonijiet";

v) companies incorporated under the Polish legislation, known as "spolka akcyjna", "spolka z ograniczona odpowiedzialnoscia";

w) companies incorporated under the Slovenian legislation, known as "delniska druzba", "komanditna druzba", "druzba z omejeno odgovornostjo";

x) companies incorporated under the Slovak legislation, known as "akciova spolocnost", "spolocnost's rucenim obmedzenym", "komanditna spolocnost".

(5) The provisions of this article shall transpose the provisions of Directive 90/435/CEE on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States, amended by Directive 2003/123/CE of the Council.

ART. 21*) - Expenses

(1) For the determination of taxable profit, only the expenses effected for the purpose of obtaining taxable incomes, including those which are regulated by statutory instruments in force shall be considered deductible expenses.

(2) Expenses effected for the purpose of obtaining incomes shall also be:

a) the expenses for acquiring packages, during the lifetime established by the taxpayer;

b) the expenses effected, according to law, for the labour protection and the expenses effected for the prevention of accidents at work and occupational diseases;

c) the expenses representing the contributions for the insurance against accidents at work and occupational diseases, according to the law, and the expenses with the insurance premiums for the insurance against professional risks;

d) the expenses for advertising and publicity effected in order to promote the firm, products or services, based on a written contract, as well as the costs associated to the production of materials necessary for dissemination of publicity messages. In the category of expenses of advertising and publicity there shall also be included goods which are granted within publicity campaigns as samples, for testing the product and demonstrations at the points of sale, as well as other goods and services granted in order to stimulate sales;

e) the expenses with the transport and accommodation in the country and abroad, made for the employees and administrators, as well as for other natural persons assimilated thereto, laid down in the norms;

f) the contribution to the guarantee mutual reserve of the central house of credit co-operatives;

g) the subscription fees, contributions and mandatory contributions, as regulated by the statutory instruments in force, as well as the contributions to the fund destined to the negotiation of the collective labour contract;

h) the expenses for vocational training and improvement of the personnel employed;

i) the expenses for marketing, market research, the promotion on the existing markets or on new markets, participation in fairs and exhibitions, business missions, publication of own information materials;

j) the expenses for research, as well as the expenses for development which do not satisfy the requirements of being recognised as intangible fixed assets from an accounting point of view;

k) the expenses for the improvement of management, information systems, introduction, maintenance and improvement of quality management systems, the obtaining of the certification in accordance with the quality standards;

l) expenses for the environment protection and the conservation of resources;

m) the registration fees, dues and contributions owed to chambers of commerce and industry, trade union organisations and employers' associations;

n) the losses recorded when writing off the uncollected debt claims from the records, in the following cases:

1. the bankruptcy proceedings of the debtors has been closed based on a court decision;

2. the debtor died and the debt claim can not be recovered from his/her inheritors;

3. the debtor has been dissolved, in case of limited liability companies with a sole partner, or it has been liquidated, without a successor;

4. the debtor undergoes major financial difficulties affecting its entire patrimony.

(3) The following expenses shall have a limited deductibility:

a) protocol expenses within the limit of a 2% quota applied on the difference between the total taxable incomes and total expenses related to taxable incomes, other than protocol expenses and profit tax expenses;

b) total amount of the expenses made with the travel allowances granted to employees for travels in Romania and abroad, within the limit of 2.5 times the legal level established for public institutions;

c) social expenses, within the limit of a quota of up to 2% applied on the value of expenses made with the wages of the personnel, according to the Law No 53/2003 - the Labour Code, as subsequently amended and supplemented. Within this limit there shall be included with priority the aids for child birth, aids for funerals, and aids for serious or incurable diseases and prosthesis, as well as the expenses for the proper operation of certain activities or units under the administration of taxpayers; kindergartens, nursery schools, health services provided in case of occupational diseases and accidents at work until admission to sanitary units, museums, libraries, canteens, sports clubs, clubs, single person hostels, as well as for the schools under their patronage, as well as other expenses made pursuant to the collective labour contract. Within this limit there may also be deducted the expenses for: day nursery tickets granted by the employer in compliance with the legislation in force, gifts in cash or in kind offered to minor children and to employees, gifts in cash or in kind granted to female employees, the cost of supplies for treatment and rest, transport included, for own employees and for their family members, aids for employees who suffered household losses and the contribution to the intervention funds of the professional association of miners, aids for children in schools and orphanages;

d) perishables, within the limits established by the specialised bodies of the central administration, together with the specialised institutions, with the advisory opinion of the Ministry of Public Finance;

e) expenses for luncheon vouchers granted by the employers, according to the law;

f) *** Repealed

g) expenses for the provisions and reserves, within the limit provided in Article 22;

h) expenses for interest and differences in the currency exchange rate, within the limit provided in Article 23;

i) depreciation, within the limit provided in Article 24;

j) expenses effected on behalf of an employee to the optional pension schemes, within the limit of an amount representing the ROL equivalent of EUR 400 during a fiscal year, for each participant;

k) expenses for voluntary health insurance premiums, within the limit of an amount representing the ROL equivalent of EUR 200 during a fiscal year, for each participant;

l) expenses for the operation, maintenance and repair of business dwellings situated in the locality where the registered office is seated or where the company has secondary offices, deductible within the limit corresponding to the constructed areas as provided by the Law on dwellings No 114/1996, republished, as subsequently amended and supplemented, which shall be increased by 10% from a fiscal viewpoint;

m) expenses for the operation, maintenance and repairs related to a head office within a dwelling owned by a natural person, also used for personal purposes, deductible within the limit corresponding to the areas made available to the company on the basis of contracts signed between the parties, for this purpose;

n) expenses for the operation, maintenance and repairs, exclusively those made with fuel, related to the cars used by employees with management or administrative positions of the legal person, deductible within the limit of at most a single car related to each natural person with such attributions.

(4) The following expenses shall not be deductible:

a) own expenses of the taxpayer for the profit tax owed, including those representing differences from the previous years or from the current year, as well as the profit tax or the income tax paid abroad. The expenses for taxes which were not Pay-As-You-Earn on behalf of non-resident natural and legal persons, for incomes obtained from Romania, shall also be non-deductible;

b) interests/delay increases, fines, confiscations and delay penalty charges owed to Romanian/foreign authorities, according to legal provisions;

c) expenses relating to goods in the nature of stocks or tangible assets found missing from stock or which are damaged and non-chargeable, for which no insurance contracts have been concluded, as well as related value-added tax, if such tax is owed according to the provisions of Title VI. The stocks and depreciable fixed assets, destroyed as a result of natural disasters or other force majeure, under the terms provided in the rules shall not come within the scope of the provisions;

d) expenses for value-added tax related to goods granted to employees as benefits in kind, if their values were not subject to taxation by Pay-As-You-Earn;

e) expenses made in favour of shareholders or associates, other than those generated by payments for goods supplied or services supplied to the taxpayer, at the market price for such goods or services;

f) expenses recorded in the accounting, which do not rely on a document in proof, according to law, whereby the carrying out of operations or the entry into inventory are proved, as the case may be, according to norms;

g) expenses recorded by the agricultural companies, established under the law, for the right to use agricultural land contributed by the members of the association, in excess of the distribution quota from the production realised from such use, as provided in the company contract or deed of partnership;

h) expenses caused by the unfavourable differences in value for units in legal persons where the holdings are owned, as well as unfavourable differences in value related to long-term bonds, except for those caused by their sale-assignment. The exception shall not apply for expenses representing the entry value of the units dealt on the market authorised and supervised by the National Securities Commission, during 1 January 2009 - 31 December 2009 including;

i) expenses related to the non-taxable incomes, except for those provided in Article 20 c);

j) expenses for the contributions paid in excess of the established limits or which are not regulated by statutory instruments;

k) expenses for insurance premiums paid by an employer on behalf of an employee, which are not included in the wage income of the employee, according to Title III;

l) other expenses for wages and/or similar expenses, which are not taxed to the employee, except for the provisions in Title III;

m) expenses for services of management, consulting, assistance or other provision of services for which the taxpayers can not justify the necessity of such provision for the purpose of the activities pursued and for which contracts are not concluded;

n) expenses of insurance premiums which are not related to the assets of the taxpayer, as well as those which are not related to the object of activity, with the exception of those which relate to goods serving as a bank guarantee for credits used in pursuing the activity for which the taxpayer is authorised or those used within the framework of rental or leasing contracts, according to contractual clauses;

o) losses recorded when writing off from the records the doubtful or contested uncollected debt claims, for the part which is not covered by a provision, according to Article 22, as well as the losses recorded when writing off from the records the doubtful or contested uncollected debt claims, in other cases than those provided in Article 21 (2) n). In this situation, the taxpayers which write off the records the uncollected clients shall be obliged to inform in writing such clients about the writing off from the records of such debt claims, in order to calculate again the taxable profit of the debtor, as the case may be;

p) expenses for sponsorship and/or patronage of art and expenses with private scholarships, granted under the law; the taxpayers carrying out acts of sponsorship and/or patronage of art, according to the provisions of the Law No 32/1994 on sponsorship, as subsequently amended, and of the Law on libraries No 334/2002, republished, as subsequently amended and supplemented, as well as those entities granting private scholarships, under the law, shall deduct the related amounts from the profit tax owed within the minimum limits stated below:

1. 3 in a thousand of the turnover;

2. 20% of the profit tax owed.

Within such limits there shall also be included the expenses for the sponsorship of the libraries of public law, for the purpose of construction of buildings, endowments, information technology acquisitions and specific documents, financing further training programmes for librarians, exchanges of specialists, specialisation scholarships, participation to international congresses;

r) the expenses registered in the accounting records, based on a document issued by an inactive taxpayer whose fiscal registration certificate was suspended based on an order of the president of the National Agency for Fiscal Administration.

s) the expenses with the fees and subscriptions to the non-government organisations or professional associations that are in connection with the activity carried out by the taxpayers and that exceed the ROL equivalent of EUR 4 000 every year, other than those provided in paragraph (2) g) and m).

ş) expenses representing the value of the depreciation of the fixed assets, in case it is registered a decrease in their value, as a result of a revaluation.

t) between 1 May 2009 - 31 December 2010, the expenses with fuel for motorised road vehicles solely intended for passenger road transport, with a maximum authorised weight not exceeding 3 500 kg and which do not have more than 9 passenger seats, including the driver's seat, which are owned or used by the taxpayer, except for the situation when the vehicles are classified into one of the following categories:

1. vehicles used solely for: intervention, repairs, safeguard and protection, courier services, transport of employees to and from the place of carrying on the activity, as well as vehicles especially adjusted to be used as television camera truck, vehicles used by the salesmen and by employment recruitment agents;

2. vehicles used for paid passenger transport, including for taxi driver's activity;

3. vehicles used for rental to other parties, including for carrying on the training activity within the driver's courses.

(5) The Autonomous Regie "Administration of the Patrimony of State Protocol" shall deduct the following expenses when calculating the taxable profit:

a) the expenses representing the difference between the amounts due pursuant to a services provision contract concluded with the Senate, Chamber of Deputies, Presidential Administration, the Romanian Government and the Constitutional Court for the payment of the activity of representation and protocol and the actually registered overhead expenses;

b) the expenses effected, under the terms of law, in order to ensure the administration, preservation of integrity and protection of the building "Palat Elisabeta" in the public domain of the state;

c) *** Repealed

(6) In the calculation of the taxable profit the National Company "Imprimeria Naţională" - S.A. shall deduct the expenses related to the manufacturing and issue of temporary/permanent stay permits for foreign citizens, under the legal regulations.

------------

*) We reproduce further the provisions of Article 29 of the Government Emergency Ordinance No 34/2009:

"ART. 29

(1) Pursuant to a protocol signed between the Government, through the Ministry of Economy and the Ministry of Public Finance, and the domestic producers and the natural gas distributors who desire to contribute to the fund, the Social Fund shall be collected and distributed during 2009.

(2) The amounts used by the domestic producers and the natural gas distributors to sponsor and to contribute to the Social Fund shall be, as a rule, amounts obtained from the price increase for the natural gas during 2008.

(3) The amounts provided in paragraph (1) shall be expenses with limited deductibility for such companies, by way of derogation from the provisions of Article 21 (4) p) of the Law No 571/2003 on the Fiscal Code, as subsequently amended and supplemented."

ART. 22 - Provisions and reserves

(1) The taxpayer shall have the right to a deduction for the reserves and provisions only in accordance with the present article, as follows:

a) the legal reserve shall be deductible within the limit of a 5% quota applied on the accounting profit, before the determination of the profit tax, from which non-taxable incomes shall be deducted and to which expenses related to such non-taxable incomes shall be added, until the reserve fund shall equal one-fifth of the subscribed and paid-in registered capital or of the patrimony, as the case may be, according to laws on organisation and operation. In case this is used to cover losses or is distributed in any form, the subsequent reconstitution of the reserve shall no longer be deductible in calculating taxable profit. As an exception, the reserve constituted by legal persons which supply utilities to the trading companies which are undergoing restructuring, reorganisation or privatisation may be used to cover the losses of value of the block of shares obtained after the procedure of conversion of the debt claims, and the amounts intended for subsequent reconstitution shall be deductible in calculating the taxable profit;

b) provisions for the guarantees for proper execution granted to customers;

c) provisions established within the limits of 20% beginning with 1st January 2004, 25% beginning with 1st January 2005, 30% beginning with 1st January 2006, of the value of debt claims over the customers, recorded by taxpayers, other than those provided in letters d), f), g) and i), which cumulatively satisfy the following conditions:

1. they are recorded after 1st January 2004;

2. they are not collected for a period of more than 270 days from the due date;

3. they are not guaranteed by another person;

4. they are owed by a person which is not an affiliated person of the taxpayer;

5. they were included in the taxable incomes of the taxpayer;

d) specific provisions, established as provided by laws on organisation and operation, by credit institutions, non-banking financial institutions listed in the General Register kept by the National Bank of Romania, as well as the specific provisions established by other similar legal persons;

e) *** Repealed

f) *** Repealed

g) *** Repealed

h) technical reserves established by insurance and re-insurance companies, as provided by legal provisions for the organisation and operation, except for the equalisation reserve. For insurance contracts conceded for reinsurance, the reserves shall be reduced so that the level of the reserves covers the part of the risk which remains with the insurer, after the deduction of re-insurance;

i) risk provisions for financial market operations, established according to the regulations of the National Commission on Transferable Securities;

j) provisions established within the limit of 100% of the value of debt claims over the clients, recorded by taxpayers other than those provided in letters d), f), g) and i), which cumulatively meet the following conditions:

1. they are recorded after 1st January 2007;

2. the debt claim is held at a legal person for which a bankruptcy proceedings is declared, on the basis of a court decision which certifies such situation;

3. they are not guaranteed by another person;

4. they are owed by a person which is not an affiliated person of the taxpayer;

5. they were included in the taxable incomes of the taxpayer.

k) the provisions for the closing down and the following up after the closing down of the waste warehouses, established by the taxpayers that pursue waste storage activities, under the law, within the limits of the project for the closing down and the following up after the closing down of the warehouse, corresponding to the share of the warehousing tariffs charged.

l) the provisions established by the airline companies from Romania for covering the expenses made with the upkeep and repair of the park of aircrafts and related parts, according to the programme of aircraft upkeep, properly approved by the Romanian Civil Aeronautics Authority.

(2) The taxpayers which are authorised to carry on activities in the field of exploitation of natural resources shall be obliged to record in the accounting records and to deduct provisions for the restoration of damaged lands and for their return to the economic, forestry or agricultural circuit, within the limit of 1% quota applied on the difference between incomes registered in relation with the carrying out and sale of natural deposits and expenses made with their extraction, processing and supply, during the entire period of operation and exploitation of the natural deposits.

(3) For holders of petroleum agreements carrying on petroleum operations in maritime areas which include waters deeper than 100 metres, the quota of the provision established for the dismantling of wells, demobilisation of plants, outbuildings and annexes, as well as for environment rehabilitation shall be of 10%, applied on the difference between recorded incomes and expenses, during the entire period of the petroleum operations.

(4) The Autonomous Regie "Romanian Administration of Air Traffic Services" - ROMATSA shall establish on a quarterly basis a provision, as provided by legal provisions, for the difference between incomes from operation which are actually obtained from the airline activity and the actual costs of the airline activity, which shall be used to cover operating costs which exceed the tariffs annually established by EUROCONTROL.

(5) A reduction or cancellation of any provision or reserve which was previously deducted shall be included in taxable incomes, regardless of the fact that the reduction or cancellation is attributable to the change in destination of the provision or reserve, the distribution of the provision or reserve to participants in any form, the liquidation, division or merger of the taxpayer, or to any other reason. The provisions of this paragraph shall not apply if another taxpayer takes over a provision or reserve in connection with a division or merger and the rules of this article shall continue to apply to such provision or reserve.

(5^1) By way of exception from the provisions of paragraph (5), the reserves from revaluation of fixed assets, including of land, carried out after 1 January 2004, which are deducted from the calculation of taxable profit by means of fiscal amortisation or of the expenses concerning the assets disposed of and/or retired, shall be taxed at the same time with the deduction of the fiscal amortisation, or, respectively, at the time of taking out of administration of these fixed assets, as applicable.

(6) Amounts recorded in accounts as legal reserves and reserves representing fiscal facilities may not be used to increase the registered capital or to cover the losses. In case the provisions of this paragraph are not complied with, the profit tax shall be re-calculated for such amounts and interests and delay penalty charges shall be determined from the date when such facilities are applied, as provided by the law. The reserves for the influences of the currency exchange rate related to the appreciation of foreign currency availabilities which are established according to law and which are recorded by banking companies - Romanian legal persons and branches of foreign banks pursuing their activity in Romania - shall not be subject to taxation.

(7) Within the meaning of the present article, the establishment of a provision or reserve also means the increase of a provision or reserve.

(8) The provisions set up for debt claims over the clients, registered by the taxpayers before 1st January 2004, shall be deductible within the limits provided in paragraph (1) c), in case such debt claims cumulatively meet the following conditions:

a) they are not guaranteed by other person;

b) they are owed by a person not affiliated to the taxpayer;

c) they are included in the taxable incomes of the taxpayer;

d) the debt claim is held over a legal person for which the bankruptcy proceeding was initiated, based on a court decision attesting this situation;

e) provisions fiscally deductible were no longer constituted for that debt claim.

ART. 23 - Interest expenses and differences in the currency exchange rate

(1) The interest expenses shall be fully deductible in case the degree of indebtedness of the capital is less than or equal to three. The degree of indebtedness of the capital shall be determined as the ratio between the borrowed capital with a refund time limit of more than one year and the own capital, as the average of the values existing at the beginning of the year and at the end of the period for which the profit tax is determined. Borrowed capital means the total credits and loans with a refund time limit longer than one year, according to the contractual clauses.

(2) In case the degree of indebtedness of the capital is higher than three, the expenses with the interests and with the net loss from differences in the currency exchange rate, related to loans considered when calculating the degree of indebtedness, shall not be deductible. They shall be carried over to the next period, under the terms of paragraph (1), until their full deductibility.

(3) In case the expenses from differences in the currency exchange rate of the taxpayer exceed incomes from differences in the currency exchange rate, the difference shall be treated as an expense with the interest, according to paragraphs (1), and the deductibility of such difference shall be subject to the limit provided in such paragraphs. The expenses from differences in the currency exchange rate, which are limited in accordance with this paragraph, shall be those related to the loans which were taken into account in determining the degree of indebtedness of the capital.

(4) The interests and losses from differences in the currency exchange rate, which relate to loans obtained directly or indirectly from international development banks and similar organisations, specified in the norms, and the loans guaranteed by the state, those related to the loans obtained from the Romanian and foreign credit institutions, non-banking financial institutions, from the legal persons granting loans according to the law, as well as those obtained based on bonds admitted for trading on a regulated market shall not come within the scope of the provisions of the present article.

(5) In case of loans obtained from other entities, with the exception of those provided in paragraph (4) the deductible interest expenses shall be limited to:

a) the level of the reference interest rate of the National Bank of Romania which corresponds to the last month of the quarter, for loans denominated in ROL; and

b) the level of an annual interest rate of 9%, for loans denominated in foreign currency. This level of the interest rate shall apply for determining the taxable profit related to fiscal year 2004. The level of interest rate for loans denominated in foreign currency shall be updated by Government decision.

(6) The limit provided in paragraph (5) shall apply separately for each loan, before applying the provisions of paragraphs (1) and (2).

(7) The provisions of paragraphs (1) - (3) shall not apply to banking companies, Romanian legal persons, subsidiaries of foreign banks pursuing their activity in Romania, leasing companies for leasing operations, mortgage credit companies, credit institutions, as well as non-banking financial.

(8) In case of a foreign legal person pursuing their activity through a permanent head office in Romania, the provisions of the present article shall apply by taking into consideration the own capital.

ART. 24 - Fiscal depreciation

(1) The expenses related to the acquisition, production, construction, assembly, installation or improvement of depreciable fixed assets shall be recovered from a fiscal viewpoint by deducting the depreciation as provided by the provisions of the present article.

(2) A depreciable fixed assets shall be any tangible fixed asset which cumulatively satisfies the following conditions:

a) it is held and used in the production, supply of goods or provision of services, in order to be rented to third parties or for administrative purposes;

b) it has a fiscal value higher than the limit established by Government decision, at the date when they enter the taxpayer's patrimony;

c) it has a normal period of use longer than one year.

For tangible fixed assets which are used in lots, sets or which form a single body, lot or set, the entire value of the body, lot or set shall be taken into account in determining the depreciation. For the elements in the structure of a tangible fixed asset and which have a normal period of use different from the resulting asset, the depreciation shall be determined separately for each component.

(3) Likewise, the depreciable fixed assets shall include:

a) investments effected to fixed assets which are the subject of a contract of rental, concession, management tenancy or other similar;

b) fixed assets partly commissioned, for which the recording formalities as tangible fixed asset have not been completed; they shall be included in the groups in which they are to be recorded, with the value resulting from the summing up of the actual expenses occasioned by their obtaining;

c) investments effected for excavations, in order to turn to account the useful mineral substances, as well as for works of opening and works of preparation of extraction, in the underground and at the surface;

d) investments effected to existing fixed assets, under the form of subsequent expenses obtained in order to improve initial technical parameters and which lead to the obtaining of future economic benefits, by increasing the value of fixed assets;

e) investments effected from own sources which result in new goods of the nature of those belonging to the public domain, as well as in development and modernisation of goods in the public property;

f) land arrangements.

(4) The following shall not be considered depreciable fixed assets:

a) land, including land with forests;

b) pictures and art objects;

c) commercial fund;

d) ponds, pools, and lakes which do not result from an investment;

e) goods from the public domain which are financed from budgetary sources;

f) any fixed asset which does not lose value over time due to use, as provided by norms;

g) own houses of rest, dwellings of protocol, ships, aircraft, cruise ships, other than those used for the purpose of obtaining incomes.

(5) *** Repealed

(6) The depreciation regime for a depreciable fixed asset shall be determined in accordance with the following rules:

a) in case of constructions, the depreciation-straight-line method shall apply;

b) in case of technological equipment, respectively machines, tools, and plants, as well as for computers and equipment peripheral to computers, the taxpayer may elect to use the depreciation-straight-line method, the declining balance method of depreciation or the accelerated method of depreciation;

c) in case of any other depreciable fixed asset, the taxpayer may elect to use the straight-line method of depreciation or the declining balance method of depreciation.

(7) In case of the straight-line method of depreciation, the depreciation shall be determined by applying the straight-line quota of depreciation to the fiscal value as from the date of entry of the depreciable fixed asset into the taxpayer's patrimony.

The straight-line rate of depreciation shall be calculated by dividing 100 by the normal period of use of the fixed asset.

(8) In case of the declining balance method of depreciation, the depreciation shall be calculated by multiplying the straight-line quotas of depreciation by one of the following coefficients:

a) 1.5, if the normal period of use of the depreciable fixed asset is between 2 and 5 years;

b) 2.0, if the normal period of use of the depreciable fixed asset is between 5 and 10 years;

c) 2.5, if the normal period of use of the depreciable fixed asset is longer than 10 years.

(9) In case of the accelerated method of depreciation, the depreciation shall be calculated as follows:

a) for the first year of use, the depreciation shall not exceed 50% of the fiscal value as from the date of entry of the fixed asset into the taxpayer's patrimony;

b) for the following years of use, the depreciation shall be calculated by dividing the remaining value of the depreciation of the fixed asset by the remaining normal period of use of the fixed asset.

(10) The expenses related to the acquisition of patents, copyrights, licenses, trade marks or manufacturer's marks and other intangible assets recognised from an accounting viewpoint, except for the setting up expenses and for the goodwill, as well as development expenses which are intangible assets from an accounting point of view shall be recovered through straight-line depreciation deductions over the period of the contract or the period of use, as the case may be. The expenses related to the acquisition or production of software shall be recovered through straight-line depreciation deductions over a period of 3 years. For patents, the declining balance method of depreciation or the accelerated method of depreciation may be used.

(11) The fiscal depreciation shall be calculated as follows:

a) beginning with the month following the month in which the depreciable fixed asset is commissioned;

b) for investment expenses effected from the own sources to fixed assets from the public domain, over the normal period of use, over the remaining normal period of use or over the period of the concession or rental contract, as the case may be;

c) for investment expenses effected to fixed assets under concession, rented or under the management tenancy of the person which carried out the investment, over the period of the contract or over the normal period of use, as the case may be;

d) for investment expenses effected for the arrangement of land, on a straight-line basis, over a period of 10 years;

e) the depreciation of mining buildings and constructions, salt mines with extraction in solution by wells, quarries, current exploitations, for solid mineral substances and those in the oil extraction industry, for which the period of use is limited by the duration of the reserves and which can not be given other use after the exhaustion of the reserves, as well as investments for uncovering, shall be calculated per unit of product, depending on the exploitable reserve of useful mineral substance.

The depreciation per unit of product shall be calculated again as follows:

1. every 5 years for mines, quarries, oil extractions, as well as investment expenses for uncovering;

2. every 10 years for salt mines;

f) means of transport may be depreciated also based on the number of kilometres or the number of hours of operation as provided in technical books, for those acquired after 1st January 2004;

g) for business dwellings, the depreciation shall be fiscally deductible up to the level corresponding to the constructed area provided by the law on dwellings;

h) only for cars used under the conditions provided in Article 21 (3) n).

(12) The taxpayers which have invested in depreciable fixed assets or in depreciable patents and which have deducted depreciation expenses equal to 20% of the entry value of such assets according to the legal provisions, on the date when the fixed asset or patent is commissioned, until 30 April 2005 inclusive, shall be obliged to preserve in their patrimony these depreciable fixed assets at least for a period equal to half their normal period of use. In case the provisions of the present paragraph are not observed, the profit tax shall be recalculated and delay interests and penalty charges shall be established from the date when the facility in question is applied, according to the law.

(13) For investments made in the industrial parks before 31 December 2006, a supplementary deduction shall be granted from taxable profit in a quota equal to 20% of the value of the investment made with the construction or rehabilitation of constructions, internal infrastructure and infrastructure for connection to public utility networks, taking into account the legal provisions in force regarding the classification and normal periods of use of depreciable fixed assets. The taxpayers which benefit from the facilities provided in paragraph (12) may not benefit from the facilities provided in the present paragraph.

(14) The expenses related to the discovery, exploration, development or other preparatory activities for the exploitation of natural resources shall be recovered in equal amounts over a period of 5 years, beginning with the month when the expenses are effected. The expenses related to the acquisition of any right to exploit the natural resources shall be recovered as the natural resources are being exploited, proportionally to the recovered value as compared to the total estimated value of resources.

(15) For depreciable fixed assets, the depreciation deductions shall be determined without taking into account the accounting depreciation. The gains or losses resulting from the sale or from the removal from operation of such fixed assets shall be calculated based on the fiscal value of such fixed assets, diminished by the fiscal depreciation. For fixed assets for which the accounting value is recorded in balance on 31 December 2003, the depreciation shall be calculated based on the value not yet depreciated, by using the depreciation methods which were applied until this date for the normal use period left.

(16) The taxpayers which make investments in fixed assets destined to the prevention of accidents at work and occupational diseases, as well as for the setting up and operation of medical offices, may deduct the entire value of the investments in calculating taxable profit on the date when it is commissioned or they may recover these expenses by depreciation deductions, according to the provisions of the present article.

(17) In case of a tangible fixed asset with a fiscal value, on the date when it enters into the patrimony, lower than the limit established by Government decision, the taxpayer may opt the deduction of the expenses relating to the fixed asset or the recovery such expenses by depreciation deductions, according to the provisions of the present article.

(18) The expenses relating to the acquisition or production of containers or packaging, which circulate between the taxpayer and the customers, shall be recovered by straight-line depreciation deductions over the normal period of use as established by the taxpayer which maintains its property right over the containers or packaging.

(19) The Ministry of Public Finance shall draw up norms regarding the classification and the normal period of use of the fixed assets.

(20) *** Repealed

(21) For the holders of petroleum agreements and their sub-contractors pursuing petroleum operations in maritime areas which include waters deeper than 100 metres, the depreciation of tangible and intangible assets related to petroleum operations, for which the period of use is limited by the length of the reserves, per unit of product, with a degree of use of 100%, shall be calculated depending on the operational reserve of useful mineral substance, over the period of the petroleum agreement. The expenses related to investments in progress, to tangible and intangible fixed assets effected for petroleum operations, shall be reflected in the accounting system both in ROL and in Euros; such expenses which are recorded in ROL in the accounting system shall be reassessed at the end of each financial exercise on the basis of the values recorded in the accounting in Euros, at the EUR/ROL exchange rate communicated by the National Bank of Romania for the last day of each financial exercise.

(22) The provisions of the Law No 15/1994 on the depreciation of capital immobilised in tangible and intangible assets, republished, as subsequently amended and supplemented, shall not apply in the calculation of the taxable profit, with the exception of the provisions of Article 3 (2) a) and Article 8 of the same law.

ART. 25 - Leasing contracts

(1) In case of financial leasing, the lessee shall be treated from a fiscal viewpoint as the owner, while in case of operational leasing, the lessor shall have such capacity.

The depreciation of the asset which is subject to a leasing contract shall be made by the lessee in case of financial leasing and by the lessor in case of operational leasing and the expenses shall be deductible, according to Article 24.

(2) In case of financial leasing, the lessee shall deduct the interest, while in case of operational leasing, the lessor shall deduct the rent (lease instalment).

ART. 26 - Fiscal losses

(1) The annual loss, established by the profit tax statement, shall be recovered from the taxable profits obtained during the following 5 consecutive years. The recovery of losses shall be made in the sequence in which such losses are recorded, at each time limit set for the payment of the profit tax, according to the legal provisions in force for the year when such losses are recorded.

(2) The fiscal loss recorded by a taxpayer which ceases to exist due to division or merger shall not be recovered by any newly-established taxpayer or by those which take over the patrimony of the absorbed company, as the case may be.

(3) In case of foreign legal persons, the provisions of paragraph (1) shall apply by taking into account only the incomes and expenses attributable to a permanent head office in Romania.

(4) The taxpayers which were income tax payers and which previously recorded fiscal loss shall fall within the provisions of paragraph (1) or paragraph (5), respectively, starting from the date when they return to the taxation system regulated by the present title. Such loss shall be recovered over the period between the date when such loss was recorded and the 5-year limit or the 7-year limit, respectively.

(5) By way of exception from the provisions of paragraph (1), the annual fiscal loss realised starting with 2009, established in the profit tax declaration, shall be recovered from the taxable profits obtained over the next 7 consecutive years. The recovery of losses shall be carried out in the order of their registration, on every payment time limit of the profit tax, according to the legal provisions in force in the year of their registration.

ART. 27 - Reorganisations, liquidations and other transfers of assets and securities

(1) In case of contributions with assets to the capital of a legal person in exchange for securities in such legal person, the following rules shall apply:

a) the contributions shall not be taxable transfers within the meaning of the provisions of the present title;

b) the fiscal value of the assets received by the legal person shall equal the fiscal value of such assets to the person which contributes with the asset;

c) the fiscal value of the securities received by the person which contributes with the assets shall equal the fiscal value of the assets brought as contribution by such person.

(2) The distribution of assets by a Romanian legal person to its participants, in the form of a dividend or as a result of an liquidation operation, shall be treated as a taxable transfer, except for the cases provided in paragraph (3).

(3) The provisions of the present article shall apply to the following operations of reorganisation, if they do not have as main objective the tax evasion or the avoidance of tax payment:

a) a merger between two or more Romanian legal persons, in case the participants in each legal person subject to merger receive securities in the successor legal person;

b) a division of a Romanian legal person into two or more Romanian legal persons, in case the participants in the initial legal person benefit from a proportional distribution of the securities in the successor legal persons;

c) an acquisition by a Romanian legal person of all the assets and liabilities belonging to one or more economic activities of another Romanian legal person, only in exchange for certain securities;

d) an acquisition by a Romanian legal person of a minimum of 50% of the holdings in another Romanian legal person, in exchange for certain securities in the acquiring legal person, and, if applicable, for a cash payment not exceeding 10% of the nominal value of the securities issued in exchange.

(4) In case of operations of reorganisation such as those provided in paragraph (3), the following rules shall apply:

a) the transfer of assets and liabilities shall not be treated a taxable transfer within the meaning of this title;

b) the exchange of securities in a Romanian legal person for securities in another Romanian legal person shall not be treated as a taxable transfer within the meaning of the present title and of Title III;

c) the distribution of securities in connection with the division of a Romanian legal person shall not be treated as a dividend;

d) the fiscal value of an asset or liability, as it is provided in letter a), for the person which receives such asset shall equal the fiscal value that such asset had at the person which transferred it;

e) the fiscal depreciation of an asset provided in letter a) shall be further determined in accordance with the rules provided in Article 24, which would have been applied to the person having transferred the asset, if the transfer had not occurred;

f) the transfer of a provision or reserve shall not be considered a reduction or cancellation of the provision or reserve, according to Article 22 (5), if another taxpayer takes them over and maintains them at the value they had before the transfer;

g) the fiscal value of the securities provided in letter b), which are received by a person, shall equal the fiscal value of the securities which are transferred by such person;

h) the fiscal value of the securities provided in letter c), which were held prior to their distribution, shall be allocated among such securities and the distributed holdings, in proportion to the market price of the securities, immediately after the distribution.

(5) If a Romanian legal person holds more than 15%, or 10% starting with 2009, of the securities in another Romanian legal person that transfers assets and liabilities to the first legal person, by an operation provided in paragraph (3), then the cancellation of such securities shall not be considered a taxable transfer.

(6) *** Repealed

(7) Within the meaning of the present article, the fiscal value of an asset, liability or securities shall be the value used to calculate depreciation and gain or loss for purposes of the income tax or profit tax.

ART. 27^1 - Common system of taxation applicable to mergers, divisions, partial divisions, transfers of assets and exchanges of shares concerning companies of different Member States of the European Union

(1) The provisions of the present article shall apply after the date of accession of Romania to the European Union.

(2) The provisions of the present article shall apply to:

a) operations concerning merger, division, partial division, transfer of assets and exchanges of shares in which companies of two or more Member States are involved;

b) the transfer of registered office of a European company from Romania in another Member State, in accordance with the Council Regulation CE 2.157/2001 of 8 October 2001 on the statute for a European company (SE), in compliance with the Council Regulation CE 1.435/2003 of 22 July 2003 on the statute for a European Cooperative Society (SCE).

(3) For the purposes of this Article, the terms and phrases below shall have the following meanings:

1. merger - an operation whereby:

a) one or more companies, at the time and as a result of being dissolved without going into liquidation, transfer all their assets and liabilities to another existing company in exchange for the issue to their shareholders of securities representing the capital of that other company, and, if applicable, a cash payment not exceeding 10% of the nominal value, or, in the absence of a nominal value, of the accounting par value of those securities;

b) two or more companies, at the time and as a result of being dissolved without going into liquidation, transfer all their assets and liabilities to a company that they form, in exchange for the issue to their shareholders of securities representing the capital of that new company, and, if applicable, a cash payment not exceeding 10% of the nominal value, or in the absence of a nominal value, of the accounting par value of those securities;

c) a company, on being dissolved without going into liquidation, transfers all its assets and liabilities to the company holding all the securities representing its capital;

2. division - an operation whereby a company, at the time and as a result of being dissolved without going into liquidation, transfers all its assets and liabilities to two or more existing or new companies, in exchange for the pro rata issue to its shareholders of securities representing the capital of the companies receiving the assets and liabilities, and, if applicable, a cash payment not exceeding 10% of the nominal value or, in the absence of a nominal value, of the accounting par value of those securities;

3. partial division - an operation whereby a company transfers, without being dissolved, one or more branches of activity, to one or more existing or new companies, leaving at least one branch of activity in the transferring company, in exchange for the pro-rata issue to its shareholders of securities representing the capital of the companies receiving the assets and liabilities, and, if applicable, a cash payment not exceeding 10% of the nominal value or, in the absence of a nominal value, of the accounting par value of those securities;

4. transferred assets and liabilities - those assets and liabilities of the transferring company which, in consequence of the merger, division or partial division, are effectively connected with a permanent establishment of the receiving company in the Member State of the transferring company and play a part in generating the profits or losses taken into account for tax purposes;

5. transfer of assets - shall mean an operation whereby a company transfers without being dissolved all or one or more branches of its activity to another company in exchange for the transfer of securities representing the capital of the company receiving the transfer;

6. exchange of shares - an operation whereby a company acquires a holding in the capital of another company such that it obtains a majority of the voting rights in that company, or a majority of securities, in exchange for the issue to the shareholders of the latter company, in exchange for their securities, of securities representing the capital of the former company, and, if applicable, a cash payment not exceeding 10% of the nominal value, in the absence of a nominal value, of the accounting par value of the securities issued in exchange;

7. transferring company - the company transferring its assets and liabilities or transferring all or one or more branches of its activity;

8. receiving company - the company receiving the assets and liabilities or all or one or more branches of the activity of the transferring company;

9. acquired company - the company in which a holding is acquired by another company by means of an exchange of securities;

10. acquiring company - the company which acquires a holding in a company's shares by means of an exchange of securities;

11. branch of activity - all the assets and liabilities of a division of a company which from an organisational point of view constitute an independent business, that is to say an entity capable of functioning by its own means;

12. company from a Member State - any company which meets all the following conditions:

a) takes one of the forms of organisation listed in the Annex that is an integral part of this title;

b) according to the tax laws of a Member State is considered to be resident in that State for tax purposes and, under the terms of a double taxation agreement concluded with a third State, is not considered to be resident for tax purposes outside the Community;

c) is subject to profit tax or to a similar tax, without the possibility of an option or of being exempt.

13. transfer of the registered office shall mean an operation whereby an SE or an SCE, without winding up or creating a new legal person, transfers its registered office from Romania to another Member State.

(4) A merger or division shall not give rise to any taxable transfers for the difference between the real values of the assets and liabilities transferred and their values for tax purposes.

(5) Paragraph (4) shall apply only if the receiving company computes any new depreciation and any gains or losses in respect of the assets and liabilities transferred according to the rules that would have applied to the transferring company if the merger, division or partial division had not taken place.

(6) Where the provisions and reserves constituted were previously deducted from the taxation base by the transferring company and provided that they do not come from the permanent establishments from abroad, these provisions and reserves may be taken over, under the same deduction terms, by the permanent establishment of the receiving company situated in Romania, while the receiving company takes over the rights and obligations of the transferring company.

(7) As regards the operations referred to in paragraph (2), if the transferring company registers tax loss, determined as provided in this title, the loss shall not be recovered by the permanent establishment of the receiving company situated in Romania.

(8) When a receiving company has a holding in the capital of the transferring company, the incomes of the receiving company coming from the cancellation of its holding shall not be subject to taxation in case the holding of the receiving company in the capital of the transferring company shall be higher than 15%, or 10% respectively, from 1 January 2009.

(9) In case of exchange of shares the following shall apply:

a) on a merger, division or exchange of shares, the allotment of securities representing the capital of the receiving or acquiring company to a shareholder of the transferring or acquired company in exchange for securities representing the capital of the latter company shall not, of itself, give rise to any taxable transfers according to this title and to Title III;

b) on a partial division, the allotment of securities representing the capital of the receiving company shall not, of itself, give rise to any to any taxable transfers according to this title and to Title III.

c) the provisions under letter a) shall apply only if the shareholder does not attribute to the securities received a value for tax purposes higher than the value the securities exchanged had before the merger, division or exchange of shares;

d) the provisions under letter b) shall apply only if the shareholder does not attribute to the sum of the securities received and those held in the transferring company, a value for tax purposes higher than the value the securities held in the transferring company had before the partial division.

e) the gain arising out of the subsequent transfer of securities received shall be taxed as provided in the present title or in title III, as applicable.

f) value for tax purposes means the value on the basis of which any gain or loss would be calculated for the purposes of determining the taxable income or the shareholder' contribution to the capital.

(10) The provisions of paragraph (4) - (9) shall apply to the transfer of assets.

(10^1) Where the assets and liabilities of a transferring company from Romania transferred in a merger, a division, a partial division or a transfer of assets also include the assets and liabilities of a permanent establishment of the transferring company which is situated in a Member State other than that of the transferring company, including the Member State in which the receiving company is resident, any right to tax that permanent establishment shall devolve on the Member State in which the receiving company is resident.

(10^2) Rules applicable in case of transfer of the registered office of an European company or of an European Cooperative Society:

a) when an European company or an European Cooperative Society transfers the registered office from Romania to another Member State, this transfer of the registered office shall not be a taxable transfer for capital gains calculated by reference to the difference between the market price of the assets and liabilities transferred and their values for tax purposes, for those assets and liabilities of the transferring company which are effectively connected with a permanent establishment of the European company or the European Cooperative Society from Romania and play a part in generating the profits or losses taken into account for tax purposes;

b) the transfer shall not be taxable only if the European companies or the European Cooperative Societies compute any new depreciation and any gains or losses in respect of the assets and liabilities which are effectively connected with a permanent establishment as if the merger, division or partial division had not taken place.

c) where provisions or reserves which before the transfer of the registered office are partly or wholly exempt from tax by the European companies or the European Cooperative Societies and which are not derived from permanent establishments abroad, such provisions or reserves may be carried over, with the same tax exemption, by a permanent establishment of the European company or the European Cooperative Society from Romania.

d) with reference to the operations mentioned in paragraph (2) b), in case a European company or a European Cooperative Society registers fiscal loss, determined according to this title, it shall not be recovered by the permanent establishment of the European company or the European Cooperative Society situated in Romania.

e) the transfer of the registered office of the European companies or the European Cooperative Societies shall not, of itself, give rise to any taxation of the income, profits or capital gains of the shareholders.

(11) The provisions of the present article shall not apply where it appears that the merger, division, partial division, transfer of assets or exchange of shares:

a) has as its principal objective or as one of its principal objectives tax evasion or tax avoidance. The fact that one of the operations referred to in paragraph (2) is not carried out for valid commercial reasons such as the restructuring or rationalisation of the activities of the companies participating in the operation may constitute a presumption that the operation has tax evasion or tax avoidance as its principal objective or as one of its principal objectives;

b) results in a company, whether participating in the operation or not, no longer fulfilling the necessary conditions for the representation of employees on company' management bodies according to the arrangements which were in force prior to that operation. This provision shall apply as far as the companies referred to in this article do not apply the community provisions containing equivalent rules regarding the representation of employees in the company's management bodies.

(12) The provisions of this article shall transpose the provisions of Directive 90/434/CEE on the taxation applicable to mergers, divisions, transfers of assets and exchanges of securities concerning companies of different Member States, amended by Directive 2005/19/CE.

ART. 28 - Associations without legal personality

(1) In case of an association without legal personality, the recorded incomes and expenses shall be distributed to each associate, based on the share of share in the association.

(2) Any association without legal personality among foreign legal persons, pursuing its activity in Romania, must designate one of the parties to fulfil the obligations of each associate according to the present title. The designated person shall be responsible for:

a) the registration of the association with the competent tax authority, before it begins to carry on activity;

b) keeping the accounting records of the association;

c) the payment of tax on behalf of the associates, according to Article 34 (1);

d) the submission of a quarterly tax statement to the competent tax authority which should contain information regarding the part of incomes or expenses of the association which is attributable to each associate, as well as the tax which was paid to the budget on behalf of each associate;

e) the supply of information in writing, to each associate, regarding the part of the incomes and expenses of the association which is attributable to such associates, as well as the tax which was paid to the budget on behalf of such associate.

(3) In an association without legal personality between two or more Romanian legal person, the incomes and expenses recorded shall be attributable to each associate, in accordance with the share-quota in the association.

(4) In an association without legal personality with a foreign legal person and/or with non-resident natural persons, as well as with Romanian natural person, the Romanian legal person must fulfil the obligations devolving on each associate, according to the present title.

ART. 28^1 - General rules applicable to legal persons with the headquarters in Romania, established according to the European legislation

The provisions referring to the Romanian legal person of Article 13 d) and e), Article 14 d) and e), Article 20 a), Article 20^1 (1) - (3), Article 23 (7), Article 27 (2) - (5), Article 28 (3) and (4), Article 30 (1), (1^1), (3) and (4), Article 31 (1) and (3), as well as of Article 36 shall apply, under the same terms and situations, to legal persons with their headquarters in Romania, established according to the European legislation.

CHAPTER III - International fiscal aspects

ART. 29 - Incomes of a permanent head office

(1) Foreign legal persons pursuing an activity through a permanent head office in Romania shall be liable to pay the profit tax for the taxable profit which is attributable to the permanent head office.

(2) The taxable profit shall be determined in accordance with the rules provided in Chapter II of the present title, under the following conditions:

a) only incomes which are attributable to the permanent head office shall be included in taxable incomes;

b) only expenses which are effected for the purpose of obtaining such incomes shall be included in the deductible expenses.

(3) The taxable profit of a permanent head office shall be determined by treating it as a separate person and by using the transfer price rules to establish the market price for the transfer carried out between the foreign legal person and its permanent head office. When the permanent head office does not have an invoice for the expenses which were allocated to it by its head office, the other documents in proof must include evidence regarding the fact that the costs are covered and reasonably distributed to the permanent headquarters by using the rules of the transfer price.

(4) Before pursuing activity through a permanent head office in Romania, the legal representative of the foreign legal person provided in paragraph (1) must register the permanent head office with the competent tax authority.

ART. 30 - Incomes obtained by foreign legal persons from real estate property and from the sale-assignment of securities

(1) The foreign legal persons which obtain incomes from real estate located in Romania or from the sale-assignment of securities held in a Romanian legal person shall be liable to pay the profit tax for the taxable profit related to such incomes.

(1^1) During 1 January 2009 - 31 December 2009 inclusively, the profit obtained by the foreign legal persons from dealings with the units held in a Romanian legal persons on a market authorised and supervised by the National Commission of Securities shall not be taxed.

(2) The incomes from real estate located in Romania shall include the following:

a) incomes from rental or grant of use of real estate located in Romania;

b) gain from the sale-assignment of property rights or other rights related to real estate located in Romania;

c) gain from sale-assignment of securities in a legal person, if a minimum of 50% of the value of the fixed assets of the legal person is, either directly or through one or more legal persons, real estate located in Romania;

d) incomes obtained from the exploitation of natural resources located in Romania, including gain from the sale-assignment of any right related to such natural resources.

(3) Any foreign legal person which obtains incomes from real estate located in Romania or from the sale-assignment of securities in a Romanian legal person shall have the obligation to pay the profit tax according to Article 34 and to submit profit tax statements according to Article 35. Any foreign legal person may appoint a fiscal representative to satisfy such obligations.

(4) By way of exception from the provisions of paragraph (3) in case of the incomes provided in paragraph (1) obtained by foreign legal persons, the obligation to calculate, withhold, declare and transfer the profit tax shall devolve on the buyer when the buyer is a legal person or a foreign legal person with a permanent head office registered for taxation purposes in Romania at the time of the transaction.

(5) *** Repealed

(6) The provisions of Article 119 shall apply to any person which is obliged to withhold tax, in accordance with the present article.

ART. 31 - Fiscal credit

(1) If a Romanian legal person obtains incomes from a foreign state through a permanent head office or incomes subject to taxation by Pay-As-You-Earn and the incomes are taxed both in Romania and in the foreign state, then the tax paid to the foreign state, whether paid directly, or indirectly by withholding and transferring by another person, shall be deducted from the profit tax determined according to the provisions of the present title.

(2) The deduction for taxes paid to a foreign state during a fiscal year may not exceed the profit tax calculated by applying the profit tax quota provided in Article 17 (1) to the taxable profit obtained in the foreign state, determined in accordance with the rules provided in the present title, or to the income obtained in the foreign state.

(3) The tax paid to a foreign state shall be deducted only if the Romanian legal person submits adequate documentation, according to the legal provisions, which should reflect the fact that tax was paid to the foreign state.

(4) *** Repealed

(5) *** Repealed

ART. 32 - External fiscal losses

(1) Any loss realised through a permanent head office from abroad shall be deductible only from the incomes obtained from abroad.

(2) The losses registered through a permanent head office from abroad shall be deducted only from such incomes, separately for each source of income. The uncovered losses shall be carried over and recovered during the next consecutive 5 fiscal years.

CHAPTER IV *** Repealed

ART. 33 *** Repealed

CHAPTER V - Payment of tax and submission of tax statements

ART. 34 - Payment of tax

(1) The tax shall be paid by:

a) taxpayers, banking trading companies, Romanian legal persons, and subsidiaries from Romania of banks, foreign legal persons, shall be liable to pay profit tax every year, making advance payments on a quarterly basis, updated by the inflation index (December as to December of the previous year), estimated on the event of drawing up the initial budget of the year for which the advance payments are effected. The time limit whereby the annual tax is paid shall be the deadline for submission of the profit tax statement, provided in Article 35 (1);

b) taxpayers, other than those provided in letter a), shall be liable to declare and pay the profit tax on a quarterly basis, by the 25th inclusive of the month following the quarter for which the tax is calculated, unless otherwise provided in the present article. As of 2010, these taxpayers will apply the advance payment system provided for the taxpayers referred to in letter a).

(2) In case of associations without legal personality, the tax payable by the taxpayers provided in Article 13 c) and e) and withheld by the legal person in charge shall be calculated by applying the tax quota on the part of the association's profit, that can be assigned to each associate. The person in charge shall be obliged to declare and pay the profit tax on a quarterly basis, by the 25th inclusive of the month following the quarter for which the result of association is distributed.

(3) The taxpayers provided in Article 13 d) shall be obliged to declare and pay the profit tax on a quarterly basis, by the 25th inclusive of the month following the quarter.

(4) The non-profit organisations shall be obliged to declare and pay the profit tax on an annual basis by 25th February inclusive of the year following the year for which the tax is calculated.

(5) The taxpayers which obtain a majority of incomes from the cultivation of cereals and technical plants, fruit trees and vineyards shall be obliged to declare and pay the profit tax on an annual basis, by 25th February inclusive of the year following the year for which the tax is calculated.

(6) The taxpayers provided in paragraph (1) a) shall be obliged to declare and make anticipated payments on a quarterly basis, in the account of the annual profit, in value of one fourth of the profit tax payable for the previous year, updated by the inflation index (December as to December of the previous year), estimated on the event of drawing up the initial budget of the year for which the advance payments are effected, by the 25th inclusive of the month following the quarter for which the payment is made. The profit tax for the previous year, based on which the advance payments are determined, is the profit tax owed according to the profit tax statement for the previous year, without taking into account the advance payments made that year.

(7) By way of exception from the provisions of paragraph (6), the newly-established taxpayers provided in paragraph (1) shall make advance payments in the account of the profit tax at the level of the annual minimum tax related to the first instalment of total incomes, provided in Article 18 (3), recalculated accordingly for such taxable period.

(8) In case of taxpayers that benefitted, during the previous year, from exemptions for the payment of the profit tax, according to the law, while during the year for which the advance payments are calculated and made they no longer benefit from such tax reliefs, the profit tax for the previous year, pursuant to which the advance payments are determined, shall be the profit tax determined according to the declaration on the profit tax for the previous year, also taking into account the exempted profit tax.

(9) Declaring, regularisation and payment of the profit tax for 2006, in case of taxpayers provided in paragraph (1) a), shall be carried out by 31 March 2007.

(10) The taxpayers provided in paragraph (1) b) shall pay for the last quarter a sum equal to the tax calculated and recorded for the 3rd quarter of the same fiscal year, following that the final payment of the profit tax for the fiscal year be made by the deadline for submission of the profit tax statement provided in Article 35 (1).

(11) The taxpayers provided in paragraph (1) b) that finalise the closing of the financial exercise for the prior year by the 25th February shall submit the annual profit tax statement and pay the profit tax related to the closed fiscal year until the 25th February of the following year inclusive.

(12) The legal persons that cease to exist during the fiscal year shall be obliged to submit, by way of exception from the provisions of Article 35 (1), the profit tax statement and to pay the tax by the date when the financial statements are submitted with the trade register.

(13) The fiscal obligations governed by the present title shall be income to the state budget. The profit tax payable for 2006 by the autonomous regies subordinated to local councils and county councils, as well as those payable by the trading companies in which the local councils and/or county councils are majority shareholders shall be declared, regularised and paid to such local budgets by 31 March 2007. The delay interest/increases and fines registered by the autonomous regies subordinated to local councils and county councils, as well as by the trading companies in which the local councils and/or county councils are majority shareholders shall be owed and paid according to the law.

(13^1) By way of exception from the provisions of paragraph (13), the profit tax, delay interests/increases and fines payable by the autonomous regies subordinated to local councils and county councils, as well as by the trading companies in which the local councils and/or county councils are majority shareholders, that carry out projects with financial assistance from the European Union or from other international bodies, based on certain loan agreements/contracts ratified or, respectively, approved by statutory instruments, shall be incomes to the local budgets in question by the end of the fiscal year during which the project that is subject to the loan agreement/contract is finalised.

(14) In order to apply the provisions of paragraph (1) a), the inflation index needed to update the advance payments shall be communicated, by order of the minister of public finance, by 15 April of the fiscal year for which the advance payments are made.

(15) For the year 2009, the taxpayers provided in paragraph (1) b) shall apply the following rules:

a) for the 2nd quarter the profit tax payable at the end of the quarter shall be compared to the annual minimum tax, provided in Article 18 (3), recalculated accordingly for the period between 1 May - 30 June 2009, by dividing the annual minimum tax to 12 months and multiplying it by the number of months of that period;

b) for the 3rd and 4th quarters the profit tax payable at the end of each quarter shall be compared to the annual minimum tax, provided in Article 18 (3), recalculated accordingly for such quarter, by dividing the annual minimum tax to 12 months and multiplying it by the number of months related to such quarter.

(16) For the year 2009, the taxpayers provided in paragraph (1) a) shall continue to make the anticipated payments in the account of the profit tax established according to this article.

(17) In case the taxpayers provided in paragraph (1) a) have registered fiscal loss in 2008, they shall make anticipated payments in the account of the profit tax in amount of one fourth of the annual minimum tax, provided in Article 18 (3).

(18) For the year 2009, the taxpayers provided in paragraph (1) a) and (5), for the finalisation of the annual profit tax, shall apply the provisions of Article 18 (2) by comparing the profit tax payable at the end of the fiscal year to the annual minimum tax, provided in Article 18 (3).

ART. 35 - Submission of profit tax statements

(1) The taxpayers shall be obliged to submit an annual profit tax statement by the 25th April of the next year inclusive, except for the taxpayers provided in Article 34 (4), (5), (11), which shall submit the annual profit tax statement by the time limits provided within these paragraphs.

(2) *** Repealed

(3) The taxpayers shall be responsible for the calculation of the profit tax.

CHAPTER VI - Withholding of tax on dividends

ART. 36 - Declaring and withholding of tax on dividends

(1) A Romanian legal person which pays dividends to a Romanian legal person shall have the obligation to withhold, declare and pay in the tax on dividends withheld at the state budget, as provided in the present article.

(2) The tax on dividends shall be determined by applying a 10% taxation quota on the gross dividend paid to a Romanian legal person.

(3) The tax on dividends which must be withheld shall be declared and paid to the state budget by the 25th inclusive of the month following the month when the dividend is paid. In case the allocated dividends have not been paid by the end of the year in which the annual financial statements have been approved, the relevant tax on dividends shall be paid by the 25th January of the next year.

(4) The provisions of the present article shall not apply to the dividends paid by a Romanian legal person to another Romanian legal person, if the entity that receives the dividends holds a minimum 15%, or 10% starting with 2009 respectively, of its securities on the date when the dividends are paid, for a period of 2 years ending on the dividend payment date. The provisions of the present paragraph shall apply after the date when Romania accedes to the European Union.

(5) The quota regarding tax on dividends provided in paragraph (2) shall also apply to the amounts distributed to the open investment funds.

CHAPTER VII - Transitory and final provisions

ART. 37 - Fiscal losses in the exemption periods

Any net fiscal loss which arose during a period when the taxpayer was exempt from profit tax may be recovered from future taxable profits, according to Article 26. The net fiscal loss shall be the difference between total fiscal losses in the exemption period and total taxable profit in the same period.

ART. 38 - Transitory provisions

(1) In case of legal persons which obtained a permanent certificate of investor in a disadvantaged zone before 1st July 2003, the exemption from the profit tax related to the new investments shall continue to apply for the period of existence of the disadvantaged zone.

(2) The taxpayers which effected investment expenses before 1st July 2002, according to the Government Ordinance 27/1996 on the granting of facilities to the persons who are residing or work in certain localities in the Apuseni Mountains and in the Biosphere Reservation "Danube Delta", republished, as subsequently amended, and which continue the investments according to the mentioned ordinance, shall continue to benefit from the deduction from the taxable profit of expenses made for such investments, separately recorded, without exceeding 31 December 2006.

(3) The taxpayers pursuing activities in a free zone on the basis of a license and which, before 1st July 2002, carried out investments in the free zone, in depreciable tangible assets used in the manufacturing industry, in an amount of at least 1 million US dollars, shall continue to benefit from an exemption from the payment of the profit tax until 31 December 2006. The provisions of the present paragraph shall no longer apply in the situation where there are changes in the shareholders' structure of the taxpayer. Within the meaning of the present paragraph, a change in the shareholders' structure for listed companies means a change in the shareholders' structure of more than 25% of the number of shares, throughout a calendar year.

(4) With the exception of the provisions in paragraph (3), the taxpayers which obtain incomes from activities pursued on the basis of a license in a free zone shall be liable to pay profit tax at a quota of 5% for the taxable profit which corresponds to such incomes, until 31 December 2004.

(5) The taxpayers which benefit from the facilities provided in paragraphs (1) - (4) may not benefit from the accelerated depreciation or from the deduction of Article 24 (12).

(6) The protected units for handicapped persons, as defined by the Government Emergency Ordinance No 102/1999*) on special protection and employment of handicapped persons, approved with amendments and additions by the Law No 519/2002, as subsequently amended, shall be exempt from the payment of profit tax if a minimum of 75% of the amounts obtained by the exemption are reinvested with a view to acquiring technological equipment, machines, tools, plants and/or for the equipment of protected workplaces. The exemption from the payment of profit tax shall apply until 31 December 2006.

(7) The taxpayers which are directly involved in the production of cinematographic films, registered as such in the Cinematographic Registry, shall benefit from the following until 31 December 2006:

a) exemption from the payment of profit tax for the share-part of the gross profit which is reinvested in the field of cinematography;

b) reduction of the profit tax by 20%, in case new jobs are created and an increase of the registered number of employees by at least 10% as compared to the previous financial year occurs.

(8) The national company "Nuclearelectrica" - Joint-stock Company shall benefit from an exemption from the payment of profit tax until 31 December 2010, provided that the profit is used exclusively to finance investment works for the objective Nuclear Power Plant Cernavodă - Unit 2, according to the law.

(9) The trading company "Automobile Dacia" Joint-stock Company shall benefit from an exemption from the payment of profit tax until 31 December 2006.

(10) The trading company "Sidex" Joint-stock Company shall benefit from an exemption from the payment of profit tax until 31 December 2004.

(11) The national company "International Airport Henri Coandă - Otopeni" - Joint-stock Company shall benefit from an exemption from the payment of profit tax until 31 December 2006.

(12) For the calculation of taxable profit, the following incomes are not taxable until 31 December 2006:

a) incomes obtained from the activities pursued for the objective Nuclear Power Plant Cernavodă - Unit 2, until it is commissioned;

b) incomes obtained from the application of an invention which is patented in Romania, including incomes from manufacturing the product or from the application of the procedure, for a period of 5 years from the date of first application, calculated from the date of starting the application and included in the period of validity of such patent, as provided by the law;

c) incomes obtained from the practice of apiculture.

(13) For direct investments with a significant impact on the economy which are made before 31 December 2006, according to law, taxpayers may deduct an additional quota of 20% of their value. The deduction shall be calculated for the month in which the investment is obtained. In case it is registered a fiscal loss, it shall be recovered according to provisions of Article 26. For investments carried out, the accelerated depreciation may be calculated, with the exception of investments in buildings. The taxpayers which benefit from the facilities provided in this paragraph may not apply the provisions of Article 24 (12).

(14) The fiscal facilities regarding the profit tax from the statutory instruments mentioned in the present article, as well as those which are derived from other statutory instruments for their application shall remain in force until the time limits and under the conditions stipulated in these.

------------

*) The Government Emergency Ordinance No 102/1999 was repealed. See the Law No 448/2006.

ANNEX 1

LIST OF COMPANIES

referred to in Article 27^1 (3) point 12 a)

a) companies incorporated under Council Regulation No 2157/2001/EC of 8 October 2001 on the Statute for a European company (SE) and Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European company with regard to the involvement of employees and cooperative societies incorporated under Council Regulation (EC) No 1435/2003 of 22 July 2003 on the Statute for a European Cooperative Society (SCE) and Council Directive 2003/72/EC of 22 July 2003 supplementing the Statute for a European Cooperative Society with regard to the involvement of employee;

b) companies under Belgian law known known as "societe anonyme"/"naamloze vennootschap", "societe en commandite par actions"/"commanditaire vennootschap op aandelen", "societe privee a responsabilite limitee"/"besloten vennootschap met beperkte aansprakelijkheid", "societe cooperative a responsabilite limitee"/"cooperatieve vennootschap met beperkte aansprakelijkheid", "societe cooperative a responsabilite illimitee"/"cooperatieve vennootschap met onbeperkte aansprakelijkheid", "societe en nom collectif"/"vennootschap onder firma", "societe en commandite simple"/"gewone commanditaire vennootschap", public undertakings that have adopted one of the legal forms mentioned above and other companies established according to the Belgian law, subject to the Belgian profit tax;

c) companies incorporated under the Czech legislation, known as "akciova spolecnost", "spolecnost s rucenim omezenym";

d) companies under Danish law known as "aktieselskab" and "anpartsselskab"; other companies subject to taxation, according to the profit tax law as far as their taxable income are calculated and taxed according to the general rules in the tax legislation applicable to "aktieselskaber";

e) companies under German law known as "Aktiengesellschaft", "Kommanditgesellschaft auf Aktien", "Gesellschaft mit beschrankter Haftung", "Versicherungsverein auf Gegenseitigkeit", "Erwerbs- und Wirtschaftsgenossenschaft", "Betriebe gewerblicher Art von juristischen Personen des offentlichen Rechts", and other companies established according to the German law, subject to the German profit tax;

f) companies incorporated under the Estonian legislation, known as "taisuhing", "usaldusuhing", "osauhing", "aktsiaselts", "tulundusuhistu";

g) companies under Greek law known as "anonume etaireia", "etaireia periorismenes eutunes (E.P.E.)";

h) companies under Spanish law known as "sociedad anonima", "sociedad comanditaria por acciones", "sociedad de responsabilidad limitada", public law bodies which operate under private law;

i) companies under French law known as "societe anonyme", "societe en commandite par actions", "societe a responsabilite limitee", "societes par actions simplifiees", "societes d'assurances mutuelles", "caisses d'epargne et de prevoyance", "societes civiles", automatically subjected to profit tax, "cooperatives", "unions de cooperatives", industrial and commercial public undertakings and other companies established according to the French law, subject to the French tax;

j) companies incorporated or existing under Irish law, bodies registered under the Industrial and Provident Societies Act, building societies incorporated under the Building Societies Acts and trustee savings banks within the meaning of the Trustee Savings Banks Act, 1989;

k) companies under Italian law known as "societa per azioni", "societa in accomandita per azioni", "societa a responsibilita limitata", "societa cooperative", "societa di mutua assircurazione" and private and public entities whose activity is wholly or principally commercial;

l) companies incorporated under the Cypriot legislation, known as "etaireies", subject to profit tax;

m) companies incorporated under the Lettish legislation, known as "akciju sabiedriba", "sabiedriba ar ierobezotu atbildibu";

n) companies incorporated under the Lithuanian legislation;

o) companies under Luxembourg law known as "societe anonyme", "societe en commandite par actions", "societe a responsabilite limitee", "societe cooperative", "societe cooperative organisee comme une societe anonyme", "association d'assurances mutuelles", "association d'epargne-pension", "entreprise de nature commerciale, industrielle ou miniere de l'Etat, des communes, des syndicats de communes, des etablissements publics et des autres personnes morales de droit public", and other companies constituted under Luxembourg law subject to Luxembourg profit tax;

p) companies incorporated under the Hungarian legislation, known as "kozkereseti tarsasag", "beteti tarsasag", "kozos vallalat", "korlatolt felelossegu tarsasag", "reszvenytarsasag", "egyesules", "kozhasznu tarsasag", "szovetkezet";

q) companies incorporated under the Maltese legislation, known as "Kumpaniji ta' Responsabilita Limitata", "Socjetajiet en commandite li l-kapital taghhom maqsum f'azzjonijiet";

r) companies incorporated under the Dutch legislation, known as "naamloze vennootschap", "besloten vennootschap met beperkte aansprakelijkheid", "Open commanditaire vennootschap", "Cooperatie", "onderlinge waarborgmaatschappij", "Fonds voor gemene rekening", "Vereniging op cooperatieve grondslag", "vereniging welke op onderlinge grondslag als verzekeraar of kredietinstelling optreedt" and other companies constituted under Dutch law subject to Dutch profit tax;

s) companies under Austrian law known as "Aktiengesellschaft", "Gesellschaft mit beschrankter Haftung", "Erwerbs- und Wirtschaftsgenossenschaften";

ş) companies incorporated under the Polish legislation, known as "spolka akcyjna", "spolka z ograniczona odpowiedzialnoscia";

t) commercial companies or civil law companies having a commercial form, as well as other entities with commercial or industrial activity, incorporated in accordance with Portuguese law;

ţ) companies incorporated under the Slovenian legislation, known as "delniska druzba", "komanditna druzba", "druzba z omejeno odgovornostjo";

u) companies incorporated under the Slovak legislation, known as "akciova spolocnost", "spolocnost' s rucenim obmedzenym", "komanditna spolocnost";

v) companies under Finnish law known as "osakeyhtio/aktiebolag", "osuuskunta/andelslag", "saastopankki/sparbank" and "vakuutusyhtio/forsakringsbolag";

w) companies under Swedish law known as "aktiebolag", "forsakringsaktiebolag", "ekonomiska foreningar", "sparbanker", "omsesidiga forsakringsbolag";

x) companies incorporated under the law of the United Kingdom of Great Britain and Northern Ireland.