LAW OF THE REPUBLIC OF MOLDOVA

of July 31, 2023 No. 229

About modification of some regulations (regulation of the relations between participants/founders of commercial societies)

The Parliament adopts this organic law.

Art. I. - In paragraph three of Item 1 of article 17 of the Law on entrepreneurship and the companies No. 845/1992 (Monitor of Parliament of the Republic of Moldova, 1994, No. 2, Art. 33), with subsequent changes, shall be replaced with words the words "can not exceed 50." "it is not limited.".

Art. II. - In the Join-stock companies law No. 1134/1997 (repeated publication: The official monitor of the Republic of Moldova, 2020, Art. No. 372-382, 341), with subsequent changes to make the following changes:

1. Add the law with Article 23-1 of the following content:

"Article 23-1. Corporate agreement

(1) Shareholders of society or some of shareholders have the right to sign the corporate agreement on implementation of the rights relating to the stocks of society owned by them and/or on features of implementation of such rights according to which they shall exercise the appropriate rights definitely or abstain (to refuse) their realization, including to vote definitely at general shareholder meeting, to approve vote options with other shareholders, to acquire or alienate shares at determined price or in case of approach of certain circumstances, to abstain from alienation of shares before certain circumstances, and also in coordination to perform other actions connected with management of society, its activities, reorganization and liquidation.

(2) the Corporate agreement, under the threat of invalidity, cannot oblige the parties to vote according to instructions of governing bodies of society or to determine structure of governing bodies and their competence, however can provide obligation of the Parties to vote at general shareholder meeting for inclusion in the charter of society of the provisions determining structure of governing bodies and their competence if according to this law change of structure of governing bodies and their competence is allowed by the charter of society.

(3) the Corporate agreement is signed in writing by creation of the single document signed by the parties.

(4) the Shareholders who signed the corporate agreement shall:

a) notify society on the fact of the conclusion of the corporate agreement in time, not exceeding 15 days from the date of the conclusion, without being obliged to open its content. By agreement of the parties the notification of society can be made by one of the parties. In case of non-execution of this obligation shareholders, not being the parties of the corporate agreement, have the right to require compensation of the losses caused to them;

b) in case of the corporate agreement providing transactions on economic concentration before their realization to notify Competition council in cases and procedure, stipulated by the legislation in the field of the competition.

(5) Person who according to the corporate agreement acquired the right to determine on general meeting voting procedure by shares of the issuer whose securities are admitted to trading in the controlled market or within multilateral trade system shall notify the issuer on such acquisition if as a result of acquisition this person independently or jointly with the affiliate or the affiliates has possibility of implementation directly or indirectly more than 5, 10, 15, 20, 25, 33, 50, 66, 75 or 90 percent of the voting powers relating to the common shares placed by the corresponding issuer. The notification goes to five-day time from the date of emergence of the corresponding obligation and shall contain the following information:

a) full name of the issuer which securities are admitted to trading in the controlled market or within multilateral trade system;

b) surname, name or name of the corresponding person;

c) date of the conclusion and date of entry into force of the corporate agreement or date of the conclusion of agreements on its change and dates of entry into force of corresponding changes or date of cancellation of the corporate agreement;

d) effective period of the corporate agreement;

e) the number of the shares belonging to persons who signed the corporate agreement for date of its conclusion;

f) the number of the common shares of society granting to this person voting power at general shareholder meeting on the date of emergence of the obligation on departure of such notification;

g) date of emergence of the obligation on departure of such notification.

(6) the Issuer opens information obtained according to part (5), at the request of the National commission on the financial market and in the semi-annual/annual statement.

(7) Person to whose duties sending the notification according to part belongs (5) and persons whom this person according to the signed corporate agreement has the right to give obligatory instructions about voting procedure at general shareholder meeting about day of sending such notification have the right to vote only according to shares which number does not exceed the number of the shares belonging to these persons before emergence of the obligation on sending such notification. In this case in case of determination of quorum of general shareholder meeting all shares belonging to the corresponding persons are considered.

(8) Except for case when regulations provide other, information on contents of the corporate agreement signed by shareholders of society excellent from provided by part (5), is not subject to disclosure and is confidential.

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