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LAW OF THE REPUBLIC OF MOLDOVA

of April 2, 1997 No. 1134-XIII

About joint-stock companies

(as amended on 08-11-2018)

The parliament adopts this law.

Section I Joint-stock company. Securities of society. Shareholders

Chapter 1 Joint-stock company

Article 1. Scope of the law

(1) This law determines procedure for creation, dissolution (liquidation) and legal status of joint-stock companies, the rights and obligations of shareholders, members of governing bodies and other officials of society, and also provides protection of the rights and legitimate interests of creditors and shareholders of these societies.

(2) This law extends to the joint-stock companies created or created in the Republic of Moldova if this law or other legal acts does not provide other.

(3) It is excluded

(4) Features of creation, dissolution (liquidation) and legal status of joint-stock companies in case of privatization of property of the state and municipal companies are determined by this law and the legislation on privatization.

(5) Features of creation, dissolution (liquidation) and legal status of joint-stock companies in bank, investment, exchange and insurance fields of activity are determined by other legal acts.

(6) It is excluded

Article 2. General provisions

(1) Joint-stock company (further - society) commercial society which authorized capital is completely divided into shares and which obligation are provided with property of society is recognized.

(2) Voided according to the Law of the Republic of Moldova of 30.03.2017 No. 54

Article 3. Legal status of society

(1) Society is the legal entity performing the activities based on this law, other legal acts and the charter of society.

(2) Society is effective unrestricted term if the charter does not provide other.

(3) Society owns on the property right property which is isolated from property of shareholders and is considered on its separate balance.

(4) Society incurs before the shareholders obligations according to this law, other legal acts and the charter of society.

(5) Society can acquire and perform on its own behalf the property and personal non-property rights, perform duties, to be claimant and the defendant in degree of jurisdiction.

(6) Society has the right to perform the any kinds of activities which are not forbidden by the legislation. The separate types of activity determined by the legislation, society has the right to be engaged only based on the license.

(7) Society has the right to open bank accounts for the territories of the Republic of Moldova and beyond its limits.

(8) Voided according to the Law of the Republic of Moldova of 07.07.2016 No. 160

(9) Society has the right to have stamps and forms with the name, and also registered trade mark (service mark) and other means of visual identification of society.

Any document and any letter of society shall contain its name, specifying on form of business, the location address, number of state registration, the size of the authorized capital and name of the head.

(10) Voided according to the Law of the Republic of Moldova of 28.05.2015 No. 106

Article 4. Property and responsibility of society

(1) the Property of society is formed as a result of share placing, its financial and economic activities and for other bases, stipulated by the legislation.

(2) Society has the right to provide and attract loans according to this law, other legal acts and the charter of society.

(3) Society bears responsibility according to the obligations all property belonging to it on the property right.

(4) Society does not answer for obligations shareholders.

(5) Society has no right to grant loans, and also guarantees for acquisition of own securities.

Article 4-1. Obligations of societies with completely or mainly the state capital

(1) Society independently develops the production program, proceeding from the signed sales agreements of products to consumers and need of social and production development of society.

(2) Society creates material and technical resources and buys the goods, works and services intended for covering of own requirements on commodity market and services. Providing material and technical resources and forming of the production program are performed on the basis of the principle of transparency of procurement procedures and efficiency of use of sources of financing.

Article 5. Name of society

(1) Society performs the activities under certain name.

(Full name of society shall contain 2):

a) words "joint-stock company" or reducing "S.A".;

b) the specific name of society allowing to distinguish this society from other organizations.

(3) Full name of society may contain also other data which are not contradicting the legislation.

(4) Society shall use the name including reduced only in that type in what it is brought in the State register of legal entities.

(5) Features of the name of society and its use are determined also by other legal acts.

Article 6. Society location

(1) the Location of society the location of its executive body specified in the charter of society is recognized.

(2) the Legal address of society is the address of the place of its stay. Society has the right to have also other postal addresses for conducting correspondence.

(3) Society shall notify the creditors, shareholders, and also the bodies of the public power determined by the legislation on change of the location.

Article 7. Governing bodies of society

(1) Governing bodies of society are:

a) general shareholder meeting;

b) council of society;

c) executive body;

d) audit committee.

(2) In society with number of shareholders less 50th powers of council of society can be performed by general shareholder meeting.

(3) the Structure, competence, procedure for education and activities of governing bodies of society are determined by this law, other legal acts, the charter and regulations of society.

(4) Within process of insolvency of function of governing bodies of society the bodies authorized according to the Insolvency act No. 149 of June 29, 2012 perform.

Article 8. Branches and representative offices of society

(1) Society has the right to create branches and representations in the Republic of Moldova according to this law and other legal acts, and outside the republic - and according to the legislation of foreign state if the international treaty of the Republic of Moldova does not provide other.

(2) Branch of society is its separate division which is located outside the location of society and can perform all its powers, including representative, or their part.

(3) Representative office of society is its separate division which is located outside the society location, represents and protects its interests.

(4) Society allocates branch and representation with property which is considered on balance of society, and property of branch - and on separate balance of branch.

(5) the Branch and representation are not legal entities and societies based on the provisions approved by society act on behalf. Responsibility for activities of branch and representation bears the society which created them.

(The Head of branch or representation acts on the basis of the 6) the regulations on branch or representation and the power of attorney issued by society approved by society.

Article 9.

Voided according to the Law of the Republic of Moldova of 28.05.2015 No. 106

Article 10. The company with preferential participation (prevailing) and the company which is in preferential ownership (dependent)

(1) Society has the right to exercise control over other companies and to have the dependent societies in the Republic of Moldova created according to this law and other legal acts, and outside the republic - and according to the legislation of foreign state if the international treaty of the Republic of Moldova does not provide other.

(2) It is excluded

(3) Joint-stock or other commercial company is recognized dependent if other (prevailing) society owing to acquisition of the number of shares giving control over the first society or on other bases has opportunity to determine directly or indirectly the decisions made by the first society.

(3-1) It is supposed that the company which is in preferential ownership is dependent on the company with preferential participation in it.

(4) the Prevailing society has the right to give to dependent society obligatory instructions only based on relevant provisions of charters of each of societies.

(5) the Prevailing society having the right to give to dependent society obligatory instructions answers subsidiarno with dependent society for its obligations which arose owing to execution of instructions of the prevailing society.

(6) in case of insolvency of dependent society owing to execution of obligatory instructions of the prevailing society the last answers subsidiarno for its obligations and debts.

(7) Shareholders of dependent society have the right to demand from the prevailing society of indemnification, the obligatory instructions of the prevailing society caused to dependent society by execution.

(8) It is excluded

(9) Voided according to the Law of the Republic of Moldova of 28.05.2015 No. 106

(10) Dependent society has no right to hold shares and other securities of the prevailing society.

Chapter 2 Securities of society

Article 11. General provisions

(1) Placement, the address and cancellation of shares, bonds and other securities of society are performed according to this law, the legislation on the capital market, other legislation and the charter of society.

(2) Joint-stock companies can issue securities in the form established by the Law on the capital market.

(3) Securities of society without fail are registered in the state register of securities which is kept by the National commission on the financial market.

(3-1) Placed are recognized the securities of society which are completely paid by their first acquirers (subscribers), registered in the state register of securities and the register of owners of securities of society.

(4) Society has the right to place only personalized securities.

(5) In case of placement of securities of society their payment by installments is not allowed.

(6) the Securities issued by joint-stock companies address as follows:

a) only in the controlled market – in case of transactions of purchase and sale with the securities issued by societies subjects of public value of 1 percent and more total quantity of issued securities of one class;

b) in the controlled market or out of the controlled market – in case of transactions of purchase and sale with the securities issued by societies subjects of public value in amount to 1 percent of total quantity of issued securities of one class;

c) according to the procedure for transactions established by the National commission on the financial market, – in case of transactions, others what specified in Items a) and b).

(7) in case of the transaction of the purchase and sale with the securities issued by banks, made in the controlled market according to part (6) or in multilateral trade system, the parties have the right to make the transaction:

a) based on the purchase and sale agreement signed directly between the seller and the buyer at the price which is freely approved between them and on the contractual conditions established by them according to the law; or

b) by rules of the controlled market or multilateral trade systems.

(8) the National commission on the financial market and the operator of the market, the managing director of the controlled market or multilateral trade system having no right to set restrictions or additional to the provided law of the requirement for transactions of the banks with securities made according to Item and) parts (7).

Article 12. Shares

(1) the Share the document certifying the rights of his owner (shareholder) to participation in management of society, to receipt of dividends, and also parts of property of society in case of its liquidation is recognized.

(2) the shares placed by society shall be determined by the Charter of society.

(3) It is excluded

(4) Placed shares without fail are registered in the state register of securities which is kept by the National commission on the financial market.

(5) the shares which are completely paid by their first acquirers (subscribers), registered in the state register of securities and the shareholder register of society are recognized Placed.

(6) Shares of society can have nominal value which shall be multiple to one leu.

(7) Nominal value of all common shares of society shall be identical.

(8) Par value per share affirms the constituent assembly or general shareholder meeting and it is specified in the constituent documents of society and other documents determined by this law and the legislation on the capital market.

(9) in case of share placing which nominal value is not determined general shareholder meeting has the right to establish share value in the decision on their issue. The established share value is not specified in constituent documents of society and is used for determination of the size of the authorized capital of society.

(10) the Nominal (established) share value reflects the part of the authorized capital of society falling on one placed share.

Article 13. The shares which are in circulation and treasury shares

(1) the Share which is in circulation the placed share which shareholder of society owns is recognized.

(2) the placed share of society acquired or redeemed by it from the shareholder of society is recognized Treasurer.

(3) Treasury shares are withdrawn from circulation and constitute the withdrawn capital of society.

(4) Treasury shares do not form equity of society, do not grant voting power at general shareholder meeting, the rights to dividends, and also on receipt of part of property of society in case of its liquidation and cannot be contribution to the authorized capital of any commercial society.

(5) the Treasury shares acquired or redeemed for the purpose of reduction of the authorized capital of society are subject to cancellation after registration of corresponding changes in the State register of securities and in the charter of society.

(6) the Nominal (established) value of treasury shares of one or several classes cannot exceed 10 percent of the authorized capital of society.

(7) In case of violation of the requirement of part (6) society shall make alienation of treasury shares no more than one year from the date of violation of the specified requirement in time. The shares which are not alienated during this term are cancelled, at the same time society shall reduce the size of the authorized capital respectively.

(8) In case of determination of the price of alienation of the acquired or redeemed treasury shares Item b provisions are applied) parts (1) and parts (7) article 23 of the Law on the capital market. In case of impossibility of application of provisions of Item b) parts (1) and parts (7) article 23 of the Law on the capital market alienation of the acquired or redeemed treasury shares is performed at the final price of their acquisition or the redemption.

(9) In case treasury shares of certain class cannot be aloof on the conditions provided by part (8), within decision making about increase in the authorized capital by means of additional share issue of the corresponding class they can be offered shareholders and/or employees of society for acquisition at the price is not lower than their nominal (established) value. The decision on alienation of treasury shares is implemented after recognition of the additional issue which took place.

(10) Treasury shares can be used also as means for payment according to provisions of the charter of dividends in limits and on the conditions approved by general shareholder meeting.

Article 14. Common and preferred shares

(1) Society has the right to place common and preferred shares.

(2) the Common share certifies the rights of her owner to one voice at general shareholder meeting, on receipt of one share of dividends, and also parts of property of society in case of its liquidation.

(3) Property rights of owners of common shares can be exercised only after complete satisfaction of property rights of owners of preferred shares.

(4) the Preferred share grants to her owner the additional rights (privileges) in comparison with the owner of the common share concerning priority of receipt of dividends and the size of dividends, and also part of property of the society distributed in case of its liquidation.

(5) the Preferred share does not grant it to the owner voting power if this law does not provide other.

(6) the Preferred share grants to her owner the right to part of property of society in case of its liquidation in the amount of, corresponding to salvage value of this share.

(7) Salvage value of preferred share is determined by the charter of society and can exceed its nominal (established) value. If the charter does not determine salvage value of preferred share, her owner in case of liquidation of society has the right to part of property of society in the amount of, corresponding to the nominal (established) share value.

(8) the Share of preferred shares shall not exceed 25 percent of the authorized capital of society.

(9) Common shares can be only one class. Preferred shares can be one or several classes.

Article 15. Share classes

(1) the Share class is set of the shares of identical type of one issuer who is granting to their owners the identical rights and having identical distinctive signs. All shares of one class, irrespective of issue, have the same number of state registration.

(2) Society has the right to place preferred shares with the fixed or unstable dividends. The fixed dividends are established in fixed amount on one share or the fixed percent to par value per share.

(3) Preferred shares with the fixed dividends can be cumulative, partially cumulative or non-cumulative.

(4) Cumulative shares grant to their owners the right to all to the dividends which are saved up for certain term one payment or the right to dividends in subsequent period if society did not pay them in previous period.

(5) Partially cumulative shares grant the right to part of cumulative dividends, and non-cumulative shares do not grant such right.

(6) the Preferred share with the fixed dividends does not grant to her owner voting power at general shareholder meeting, except as specified:

a) nonpayments of the announced dividends at the scheduled time, non-inclusions in the agenda of the regular annual general meeting of shareholders of question of dividend payout according to preferred shares or rejection at the last regular annual general meeting of shareholders of the decision on dividend payout, decision makings about dividend payout in incomplete size or rejection at the last regular annual general meeting of shareholders of the decision on payment according to provisions of the charter of society of cumulative dividends. The voting power stops after payment of cumulative dividends in complete size;

b) adoptions by general shareholder meeting of the decision on change of the rights of owners of preferred shares in connection with reorganization or liquidation of society, additional issue of the preferred shares of other class granting to their owners the additional rights in relation to owners of the placed preferred shares or on other bases, stipulated by the legislation about the capital market or the charter of society.

(7) Preferred shares with unstable dividends grant voting power only in cases, stipulated in Item b) parts (6).

(7-1) V cases when preferred shares acquire voting power at general shareholder meeting, vote are performed as follows:

a) preferred shares are conditionally converted into common shares in the proportion established proceeding from the relation of the nominal (established) value of preferred shares to the nominal (established) value of common shares;

b) the owner of preferred shares votes the number of the shares received after conditional converting including fractional parts in the amount up to hundredth parts which can appear as a result of conditional converting of preferred shares in simple;

c) the counting board sums up fractional parts separately for the votes given by pros and cons and counts quantity of the whole voices.

(7-2) Executive body of society shall inform person providing maintaining the register of owners of securities of society, information on receipt of voting power by preferred shareholders right after holding meeting on the issue of convocation of the regular annual general shareholder meeting on which the agenda of general shareholder meeting does not include question of dividend payout according to preferred shares or the regular annual general meeting on which decisions on dividend payout are not made or the decision on dividend payout in incomplete size according to Item is made and) parts (6).

(8) If society places preferred shares of two and more classes, by its charter the priority of payment of the announced dividends and salvage value of preferred shares of each of classes shall be provided.

(9) It is excluded

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