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

of May 14, 2010 No. 18/10

About approval of the Instruction about structure, procedure for filling, representation and publication of annual accounts on securities of joint-stock company of August 20, 2010

In pursuance of provisions of the Law No. 199-XIV of 18.11.1998 "About the security market" (The official monitor of the Republic of Moldova, 2008, No. 37-39, the Art. 100), changed by the Law No. 249-XVI of 22.11.2007 "About modification and amendments in the Law No. 199-XIV of 18.11.1998 "About the security market", based on Art. 1 of h (1), the Art. 3, the Art. 4, Art. 8 of the item b) and the item i), Art. 20 of h (1), Art. 21 of h (1), Art. 22 of h (1) and 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), the National commission on the DECIDES: financial market

1. Approve the Instruction about structure, procedure for filling, representation and publication of annual accounts on securities of joint-stock company.

2. This resolution becomes effective from the date of publication.

Approved by the Order of the Minister of Finance of the Republic of Moldova of June 18, 2010 No. 81 and the Resolution of the National commission on the financial market of May 14, 2010 No. 18/10

The instruction about structure, procedure for filling, representation and publication of annual accounts on securities of joint-stock company

Chapter I. General provisions

1. The instruction about structure, procedure for filling, representation and publication of annual accounts on securities of joint-stock company (further - the Instruction) is developed according to the Law No. 192-XIV of 12.11.1998 "About the National commission on the financial market", the Law No. 199-XIV of 18.11.1998 "About the security market", the Law No. 1134-XIII of 2.04.1997 "About joint-stock companies" and the Law No. 113-XVI of 27.04.2007 "About financial accounting".

2. The instruction regulates content and procedure for disclosure of information by joint-stock company (issuer) which, by the end of the reporting period, corresponds to one of the criteria provided in part (2) Article 2 of the Join-stock companies law.

3. According to provisions of article 54 of the Law on the security market annual accounts on securities, further - the annual accounts, shall contain the following data:

a) about the issuer:

- the list of insiders of the issuer, information on the circulation of the securities of the issuer belonging to them;

- the list of persons which are part of governing bodies of the issuer, and the size of their shares in the authorized capital of the issuer;

- list of affiliates of the issuer;

- the list of the shareholders owning at least 5% of total quantity of the voting shares placed by the issuer;

- the list of legal entities in whose authorized capital the issuer owns at least than 25%;

- list of branches and representations of the issuer;

- information on reorganization of the issuer and persons affiliated to him;

b) about financial and economic activities of the issuer:

- balance sheet, information on profit and losses;

- information on the authorized capital;

- information on pending financial liabilities;

c) about securities of the issuer:

- number of issued securities, their classes;

- the quantity of the redeemed or acquired securities;

- specification of dividends and percent on securities.

Chapter II. Contents of annual accounts

4. Disclosure of information specified in Item 3, is performed by filling with the issuer of the forms listed in Item 5, and by submission of the documents specified in Item 6.

5. Forms of annual accounts according to which information of the issuer on securities reveals include:

a) Title page of annual accounts of joint-stock company appendix No. 1;

b) The EM-1 form "Information on the insiders and affiliates of the issuer, about the address belonging to them securities of the issuer" appendix No. 2;

c) The EM-2 form "The list of shareholders of the issuer who own at least 5% of total quantity of the placed voting shares of the issuer" appendix No. 3;

d) The EM-3 "Information on the Issued, Redeemed, Acquired Securities of the Issuer" form - appendix No. 4;

e) The EM-4 "Information on Dividends and Percent on Securities" form - appendix No. 5;

f) The EM-5 "Information on Reorganization of the Issuer and Persons Affiliated to Him" form - appendix No. 6;

h) The EM-6 "Information on the Events and Actions Influencing Financial and Economic Activities of the Issuer" form - appendix No. 7.

6. Are applied to 5 forms specified in Item:

a) the copy of the Annual financial report constituted according to part (4) article 29 of the Law on financial accounting (provided to National bureau of statistics), certified by the signature of the responsible person and wet seal of society;

b) the audit report in the original or in the copy, the witnessed signature of the responsible person and wet seal of society.

c) the copy of the report of the management (for subjects of public interest) constituted according to provisions of Art. 31 of the Law on financial accounting and the responsible person assured by the signature and seal of society.

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