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

of March 11, 2025 No. 13/4

About modification of the Code of corporate governance approved by the Resolution of the National commission on the financial market No. 67/10/2015

Based on the subitem b) Item (3) Article 48 of the Join-stock companies law No. 1134/1997 (repeated publication: The official monitor of the Republic of Moldova, 2020, No. 372 – 382, the Art. 341), the National commission on the DECIDES: financial market

This resolution:

- shifts Items 3 and 5 the Recommendation of the Commission 2004/913/EC of December 14, 2004 about encouragement of establishment of proper procedure for directors' emolument of societies whose shares are admitted to trading at the exchange, CELEX: 32004H0913, published in the Official magazine of the European Union by L 385/55 of December 29, 2004;

- partially shifts (Item 3. 2, Items 6 – 9, Item 11. 3, Item 11. 4, Item 12, Item 13, Item 16, Item 17, Appendix I and Appendix II) the Recommendation of the Commission 2005/162/CE of February 15, 2005 about roles of nonexecutive or observant directors of societies, whose shares are admitted to trading at the exchange, and committees (supervisory) council, CELEX: 32005H0162, JO L 52 published in the Official magazine of the European Union of February 25, 2005;

- partially shifts Items 2 – 5 Recommendations of the Commission 2009/385/CE of April 30, 2009 about amendment of Recommendations 2004/913/CE and 2005/162/CE regarding procedure for directors' emolument of societies whose shares are admitted to trading at the exchange, No. CELEX: 32009H0385, JO L 120 published in the Official magazine of the European Union of May 15, 2009.

1. In the Code of corporate governance approved by the Resolution of the National commission on the financial market No. 67/10/2015 (Official monitor of the Republic of Moldova, 2016, No. 49 – 54, Art. 363), with subsequent changes, to make the following changes:

1.1. add with formula of approval of the following content:

"The code of corporate governance partially shifts provisions:

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