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

of September 17, 2024 No. 42/2

About approval of the Regulations on maintaining the shareholder register by registration societies

Based on part (3) Articles 10, parts (3) Article 10-1, of part (6) Article 10-2, of part (2) Article 10-3 and part (3-1) articles 11 of the Law on the capital market No. 171/2012 (The official monitor of the Republic of Moldova, 2012, No. 193 - 197, the Art. 665) the National commission on the DECIDES: financial market

1. Approve Regulations on maintaining the shareholder register by registration societies it (is applied).

2. Declare invalid the Resolution of the National commission on the financial market on approval of the Regulations on procedure for maintaining the register of owners of personalized securities by the registrar and the nominal owner No. 15/1/2007 (The official monitor of the Republic of Moldova, 2007, No. 51 - 53, the Art. 199).

3. This resolution becomes effective after one month from the date of publication in the Official monitor of the Republic of Moldova.

Approved by the Resolution of the National commission on the financial market of September 17, 2024 No. 42/2

Regulations on maintaining the shareholder register by registration societies

Chapter I. General provisions

1. The regulations on maintaining the shareholder register by registration societies (further - the Provision) establish requirements to maintaining the shareholder register.

2. Requirements of the Provision are applied:

1) to registration societies (further - registrars);

2) to Single Central Securities Depository (further - ETsD) concerning the procedure of transfer of the shareholder registers established in Chapter IX;

3) to investment societies, performing activities for storage (further - keepers);

4) to issuers of shares;

5) to shareholders.

3. In sense of this provision the terms and expressions provided by the Law on the capital market No. 171/2012 are used (further - the Law No. 171/2012), and also the following terms:

1) activities for maintaining the shareholder register of society (further - activities for maintaining the register) - set of the actions performed in the Information system of accounting of the property rights to shares (further - System or the Information System) relating to opening and accounting of personal accounts, registration and write-off of shares from personal accounts of registered persons, to change of identification data on the issuer and/or about registered persons to imposing and lifting of restrictions on shares and personal accounts of registered persons and also to provision of information relating to the specified activities;

2) the account of the issuer - the account opened in the Information system for accounting of the shares issued by the issuer, containing data on the issuer, on type and classes of issued shares, on share issues, on treasury shares and other data;

3) personal account of the registered person - the account opened in the shareholder register by the registrar for accounting of the property rights to shares;

4) accounting documents - documents based on which transactions are registered change these accounts, opened in the Information system, events and other operations with stocks as the proof of their implementation and as the basis for registration in System are registered;

5) date of accounting - date for which data in the list of shareholders or data on registration are reflected in personal account of the registered person;

6) the shareholder - physical person or legal entity which holds shares based on the property right (owner) or based on the agreement (the keeper of shares) and on behalf of which, the registrar records the property rights to these shares in the form of registration on the account;

7) the transfer order - the act certifying provision of the registered person or the other person identified by the legislation about transfer of property on the share to other person (other persons) in case of the civil transactions with shares provided by Regulations on security circulation in the capital market (it is approved by the resolution of the National commission on the financial market (further - NKFR) No. 14/5/2016, (further - the Provision No. 14/5/2016));

8) the statement from personal account - the supporting document of information nature issued by the registrar or the keeper to person registered in the shareholder register or to its representative and which contains information on the shares registered on date of issue of the statement from personal account or for date of accounting;

9) the list of shareholders - the document issued by the registrar containing the information relevant to data, the registered persons brought in personal accounts constituted for date of accounting, separately on each share class with indication of the number of shares on each person and restrictions for them, within provisions of the current legislation;

10) the list of subscribers - the list of faces which were signed for the shares placed by the issuer;

11) the registered person - the shareholder registered in the Information system;

12) the Information system of assets of clients of the keeper - the system of information processing used by the keeper for accounting of share rights and also the appropriate organizational resources, such as human and technical resources which provide and distribute information.

The system provides:

a) document registration, the transactions which are the basis for making in the shareholder register;

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