RESOLUTION OF THE NATIONAL COMMISSION ON THE FINANCIAL MARKET OF THE REPUBLIC OF MOLDOVA

of March 13, 2018 No. 13/10

About approval of the Instruction about stages, terms, procedure and procedures of registration of securities

Based on part b) article 8 of the Law on the National commission on the financial market No. 192/1998 (repeated publication: The official monitor of the Republic of Moldova, 2007, No. 117 - 126, BIS), parts (3) Article 1 and part (10) Article 7 and part (4) article 14 of the Law on the capital market No. 171/2012 (The official monitor of the Republic of Moldova, 2012, No. 193 - 197, 665), with subsequent changes and amendments, DECIDES: the Art.

1. Approve the Instruction about stages, terms, procedure and procedures of registration of securities, according to appendix.

2. Recognize to invalid:

The instruction about procedure for state registration of securities approved by the Resolution of the National commission on the financial market No. 9/9 of March 1, 2012 (The official monitor of the Republic of Moldova, 2012, No. 170-174, the Art. 987);

The instruction about procedure for the admission of securities of foreign issuers on the security market of the Republic of Moldova approved by the Resolution of State commission on the security market of June 7, 1995 (The official monitor of the Republic of Moldova, 1995, No. 5-6, the Art. 4).

Appendix

to the Resolution of the National commission on the financial market of the Republic of Moldova of March 13, 2018 No. 13/10

The instruction about stages, terms, procedure and procedures of registration of securities

Chapter I. General provisions

1. This Instruction establishes:

1) stages, terms and procedures of registration by the National commission on the financial market (further - the National commission):

a) the common and preferred shares issued by joint-stock companies by means of the closed offer (the closed issue) or public offer;

b) secured and unsecured bonds, (corporate bonds) issued by joint-stock companies and limited liability companies;

c) records in the Register of issuers of securities (further - RETsB), including in case of change of identification data of the issuer, restructuring or cancellation of earlier placed securities;

2) sample, form, the minimum data which need to be included in the avenue of public offer, and also the procedure of approval of prospectuses of public offers by the National commission in the primary market.

2. This Instruction does not regulate release and the address of tools of the money market, issue of the securities issued by Single Central Securities Depository (further - the Central depositary), and also to issue registration of securities in RETsB and the securities issued by local public authorities which are regulated, respectively, by regulations about Single Central Securities Depository, the Law on debt of the public sector, the state guarantees and the state recrediting No. 419/2006, by the Law on local public finance No. 397/2003 and other regulations.

3. The concepts used in this Instruction have the values provided by the Law on the capital market No. 171/2012 (further - the Law No. 171/2012). For the purpose of this Instruction, the following concepts are used

the issuer - the joint-stock company or limited liability company founded according to provisions of the Join-stock companies law No. 1134/1997 (further - the Law No. 1134/1997), respectively, the Law on limited liability companies No. 135/2007 (further - the Law No. 135/2007), issuing shares, bonds (depending on case) which are subject to registration in RETsB according to provisions of this Instruction;

registration of securities in RETsB - complex actions of the National commission which include:

a) recognition of reality of subscription to securities;

c) entering of the corresponding record into RETsB, with indication of the single number of identification of securities assigned depending on circumstances by the National commission / the Central depositary;

the closed offer (the closed issue) - placement of securities between shareholders/members of the issuer and/or in narrow group of people, the shareholders/participants approved by general meeting;

the authorized person - the authorized person of the issuer which is acting on the basis of the power of attorney (the signed holographic signature or using the qualified digital signature), or powers of attorney based on the digital signature issued in the procedure established by the legislation also represents the issuer in the course of giving/consideration in/from the National commission of the statement on carrying out registration to RETsB according to this Instruction;

the prospectus of public offer of securities in the primary market - the document of the issuer constituted in case of security sale by the issuer to the first buyers, in case of primary issue of securities by means of public offer, containing sufficient and useful information about the issuer and the securities offered investors, allowing them to make reasoned decision on subscription to the offered securities;"

share value consolidation - the procedure by means of which the nominal (established) share value performed along with reduction of number of shares increases;

share value crushing - the procedure by means of which the nominal (established) share value performed along with increase in number of shares decreases;

converting of securities - exception of turnover and cancellation of all securities of one class by their replacement with securities of other class of the same society, or securities of other society (the accepting society), in case of reorganization of the relevant society by accession;

restructuring of issue (issues) of securities - change of quantity of securities and/or the nominal / established cost all being in security circulation of certain class, and/or the size of the authorized capital which can be followed by converting, consolidation or crushing of securities of this class.

4. The documents concerning statements for registration in RETsB are represented to the National commission according to this Instruction, in electronic form using the qualified digital signature and/or on paper using the holographic signature, in the original or copies certified according to the legislation or confirmed with the authorized person. The documents submitted the National commission according to this Instruction are constituted into Romanian and are represented by single packet, with application of the list of the included documents, with indication of the name of the document and number containing in it pages.

4-1. Processing of personal data is performed according to provisions of Article 5 of the Marine life protection act of personal data No. 133/2011.

5. If the documents submitted to the National commission do not conform to the requirements specified in Item 4, and also if the document package is not provided in full, is reported to the applicant about shortcomings and reasonable time for their elimination is provided. If the applicant did not eliminate defects at the scheduled time, the application is not considered.

6. The issuer shall complete placement of issued securities after one year after decision date about issue of securities if the resolution on the closed offer or the prospectus of public offer do not provide shorter term.

6-1. Placement of securities by the issuer in the primary market is considered complete if securities are registered on accounts / in registers of the Central depositary / registration society.

7. Registration of the securities issued by the professional participants of the non-bank financial market specified in part (2) article 4 of the Law No. 192/1998 on the National commission on the financial market (further - the Law No. 192/1998), and subjects which activities are regulated and controlled by National Bank of Moldova are registered according to the procedure, established in this by the instruction, taking into account the features provided by the regulations regulating activities of these subjects.

8. The procedure of cancellation, release, sale, repayment and converting of the shares belonging with discrepancy to quality requirements of ownership of shares in the capital of banks, insurance or reinsurance companies, investment societies, pension societies is performed, respectively, according to provisions of the Law on activities of banks No. 202/2017 (further - the Law No. 202/2017), the Law on insurance or reinsurance activity No. 92/2022 (further - the Law No. 92/2022), the Law on the Voluntary pension funds No. 198/2020 (further - the Law No. 198/2020).

9. In case of application of provisions of part (1) Article 45 and article 50 of the Law No. 202/2017, of part (4) article 30 of the Law No. 92/2022, of part (1) and parts (1-1) articles 16-1 of the Law No. 114/2012, to statements of issuers concerning changes of the authorized capital and/or securities, the resolution (preliminary permission, pre-trial detention, etc.) of National Bank of Moldova accepted according to the regulations regulating activities of these subjects, and/or the adequate notice, for circumstance is submitted in addition.

9-1. In case of application of provisions of part (1) and parts (2) article 40 of the Law No. 171/2012, of part (1) article 38 of the Law No. 198/2020, to statements of issuers concerning changes of the authorized capital and/or securities of the member of the professional non-bank financial market (except bank), appendix of the preliminary permission of the National commission issued according to the regulations regulating activities of these subjects, and/or the adequate notice is represented.

9-2. If the plan of the procedure of restructuring of the issuer who is in process of insolvency provides change of its authorized capital in quality of corrective action, part provisions will be considered (4) article 8 of the Law No. 1134/1997 and part (1) Article 204 of the Insolvency act No. 149/2012.

10. Statements on increase in the authorized capital of the issuers falling under operation of the Law on the mechanism of consideration of the investments important for state security No. 174/2021 (further - the Law No. 174/2021), are represented with appendix of the document confirming preliminary permission of this transaction by Council for promotion of investment projects of the national value issued according to this law.

11. Registration of securities by the National commission cannot be considered as guarantee of the price of the corresponding securities.

12. In case of all terms established for consideration of the applications of issuers according to provisions of this Instruction the following rules are applied:

1) the National commission has the right to request submission of any additional documents in support of the application submitted by the issuer for registration/modification of RETsB provided that they are necessary and directly connected with subject of the statement;

2) in case owing to consideration of the submitted documents it is determined that they are constituted with variations from provisions of the current legislation and/or are provided not in full, the National commission notifies on it the issuer at least in two working days prior to the expiration of 21 term provided in Item, and, respectively, in 5 working days prior to the expiration of the terms provided in this Instruction for other cases, with indication of procedure for elimination of the established variations;

3) in case the National commission requests additional documents or elimination of the revealed variations, from the date of submission of the last requested additional document and/or elimination of the revealed variations the new term of consideration corresponding to the deadline provided in this Instruction begins to flow.

12-1. The documents relating to the statement for registration in RETsB constituted according to appendices 2, of 3, 3-1, 4 and 4-1, are signed using the qualified digital signature and/or the holographic signature by the same persons who signed the protocol of governing body which confirms their approval.

12-2. Changes in the authorized capital, and also class, quantity and nominal/fixed cost of the securities which are in circulation, issuers whose securities are admitted to trading in the controlled market and/or on MTC shall be brought by them to the attention of the operator of system within 1 working day from the date of entering of records into accounts of owners of securities in the Central depositary.

13. The payment and the registration fees of securities are levied according to article 6 of the Law No. 192/1998.

14. In the conditions of this Instruction, personal data, only strictly necessary and not excessive concerning the established purpose, with ensuring proper level of safety and confidentiality concerning the risks provided by processing and the nature of the processed data according to the principles established by the legislation on personal data protection are processed.

15. Issue of securities can be performed:

1) by means of the closed offer (the closed issue);

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