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

of April 7, 2016 No. 15/2

About stages, terms, procedure and procedures of cancellation of shares and new share issue of Moldova Agroindbank commercial bank of the joint-stock company

For ensuring the corresponding accomplishment of provisions of Art. 15-6 of the h. (3) 2) the Law No. 550-XIII of 21.07.1995 "About financial institutions" (it is repeatedly published in the Official monitor of the Republic of Moldova, 2011, No. 78-81, by the Art. 199) (further – the Law on financial institutions), based on Art. 1 of the h. (1), Art. 3, Art. 8 of the item b) and item t), Art. 9 of the h. (1) item d), Art. 21 of the h. (1), Art. 22 of the h. (3), Art. 25 of h. (2) the Law No. 192-XIV of 12.11.1998 "About the National commission on the financial market" (it is repeatedly published in the Official monitor of the Republic of Moldova, 2007, No. 117-126 BIS), Art. 7 of the Law No. 171 of 11.07.2012 "About the capital market" (The official monitor of the Republic of Moldova, 2012, No. 193-197, by the Art. 665), the Law No. 1134-XIII of 02.04.1997 "About joint-stock companies" (it is repeatedly published in the Official monitor of the Republic of Moldova, 2008, No. 1-4, the Art. 1) and Instructions about procedure for the state registration of securities approved by the Resolution of the National commission on the financial market No. 9/9 of 1.03.2012 (it is repeatedly published in the Official monitor of the Republic of Moldova, 2012, No. 170-174, by the Art. 987), the National commission on the DECIDES: financial market

I. Moldova Agroindbank commercial bank of the joint-stock company (further - the issuer) which placed securities fall under provisions of Art. 15-6 of h (3) the Law on financial institutions, will take the following measures:

1. The executive body of the issuer within 15 calendar days after decision making about cancellation of shares and new share issue will submit the National commission on the financial market the following documents:

1. 1) the statement for exception of cancelled shares of the State register of securities with restructuring of the previous issues, the statement for registration of additional share issue of the same quantity and class;

1. 2) the decision of executive body of the issuer on cancellation of shares and new share issue with exposure them for sale on the Stock exchange of Moldova;

1. 3) the copy of the year balance of the issuer (provided to National bureau of statistics);

1. 4) original (originals) of the Certificate of state registration of securities;

1. 5) the copy of the payment order about payment transfer and charges according to appendix to the resolution of Parliament on approval of the budget of the National commission on the financial market for the corresponding year.

2. The national commission on the financial market within 15 calendar days from the date of submission by the issuer of the statement and all documents specified in Item 1 of this resolution:

- enters in the State register of securities of record about exception of cancelled shares with restructuring of the previous issues and issue of the Certificate of state registration of securities of the re-structured issues;

- registers the shares issued in additional issue in the State register of securities and issues the Certificate of state registration of securities.

3. Based on the decision of executive body of the issuer and the decision of the National commission on the financial market the registration society "Registru-Corect" of the joint-stock company and investment societies performing accounting of securities to which provisions of Art. 15 of the h extend. (3) and Art. 15-6 of the h. (3) the Law on financial institutions, within three calendar days shares from accounts of owners of the corresponding securities shall cancel.

4. The joint-stock company will bring registration society "Registru-Corect" in the time provided in Item 3 for a while, before sale of again issued shares and/or acquisition by the issuer of the corresponding shares, into the account of the issuer in the shareholder register of record, connected with additional share issue.

4-1 The term of sale of the shares which are again issued by the issuer will not exceed 24 months from the date of their exposure to sale.

5. The decision of executive body of the issuer on share issue shall contain also information about: selling price of again issued shares and procedure for its determination, term of their exposure in the controlled market and/or within multilateral trade system and change in price conditions (for example: if after the first exposure to sale shares are not sold, the executive body can make the decision on gradual reduction of price). Within 15 calendar days after introduction of the records provided in Item 4, executive body will promulgate information on start date of sale of again issued shares of the issuer (by placement of the corresponding message on the official web page of the issuer, the notice of the controlled market and/or within multilateral trade system, publication of the message in the printing edition determined by the charter of the issuer).

5.1. Starting price of exposure to sale of shares will be determined as follows:

a) starting price of exposure to sale is equal to weighted average price of trading in shares of the issuer in the secondary market in the last 3 years in which forming, at least, 1 percent of all issued shares of this class participated or,

b) if subitem a provisions) cannot be applied, starting price of exposure to sale of shares is determined as weighted average price of acquisition by shareholders to which provisions of Art. 15 of the h extend. (3) and Art. 15-6 of the h. (3) Law on financial institutions or,

c) if provisions of subitems a) or b) cannot be applied, starting price of exposure to sale will be equal to net assets value on one share of the issuer on the last audit of financial position.

5.2. Again issued shares can be acquired only by persons who got the preliminary written permission of National Bank of Moldova. Alienation of shares shall be performed according to the Resolution of the National commission on the financial market No. 13/4 of 25.03.2016 "About some temporary measures concerning procedure on the Stock exchange of Moldova of transactions with shares in the capital of bank" (The official monitor of the Republic of Moldova, 2016, No. 79-89, the Art. 471).

5.3. The sum realized from sale of again issued shares is transferred to the initial owner after deduction of all expenses connected with sale, including charges from the amount of additional share issue in the amount of, established in appendix to the order of the Government about approval of the budget of the National commission on the financial market for the corresponding year, and the amounts of the penalties inflicted on the last.

5.4. The list of persons who acquired shares of the issuer shall be provided within 5 calendar days after the expiration established in Item 7, of the National commission on the financial market and National Bank of Moldova.

6. If the National Bank of Moldova will determine that in case of acquisition of again issued shares the buyer did not observe provision of the Law on financial institutions and subitem 5.2 of Item 5, it will be excluded from the list of buyers, and the issuer will shall return it the listed money, acquire shares and bring them in number of the shares which are subject to cancellation.

7. If again issued shares were not sold or sold partially, within 15 calendar days after the expiration provided in the decision of executive body on exposure to sale of again issued shares, the executive body of the issuer will make the decision on acquisition of not sold shares for the purpose of reduction of the authorized capital by cancellation of the corresponding shares and transfer of money to the former owners. Cancellation of not sold shares and reduction of the authorized capital of the issuer is possible only after receipt of permission of National Bank of Moldova to capital allocation.

8. Within 30 calendar days from acceptance date executive body of the issuer of the decision on reduction of the authorized capital by cancellation of the acquired shares with restructuring of the previous issues, for registration of changes in the State register of securities and issue of the Certificate of state registration of securities the issuer will submit the National commission on the financial market the following documents:

8. 1) statement for registration of changes;

8. 2) decision of executive body on cancellation of the corresponding shares;

8. 3) the account statement of the issuer about the number of the acquired shares;

8. 4) the copy of the message on reduction of the authorized capital published in the Official monitor of the Republic of Moldova;

8. 5) original (originals) of the Certificate of state registration of securities;

8. 6) the copy of the year balance of the issuer (provided to National bureau of statistics);

8. 7) the copy of the payment order about payment of collection in the amount of, established in appendix to the order of the Government about approval of the budget of the National commission on the financial market for the corresponding year.

9. To impose control over execution of this resolution on management of monitoring of issuers and general management of supervision of securities.

II. This resolution becomes effective from the date of acceptance.

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