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Ministry of Justice

Republic of Moldova

On August 30, 2013 No. 937

RESOLUTION OF NATIONAL BANK OF THE REPUBLIC OF MOLDOVA

of June 27, 2013 No. 127

About approval of Regulations about ownership in the authorized capital of bank

(as amended on 25-03-2021)

Based on Articles 5, 11 and 44 Laws No. 548-XIII of July 21, 1995 on National Bank of Moldova (Monitorul Oficial al Republicii Moldova, 1995, Art. No. 56-57, 624), with subsequent changes and amendments, and articles 15-15-8 and 40 of the Law on financial institutions No. 550-XIII of July 21, 1995 (pereopublikovan in Monitorul Oficial al Republicii Moldova, 2011, 199), with subsequent changes and amendments, the Administrative board of National Bank of Moldova DECIDES: Art. No. 78-81,

1. Approve Regulations about ownership in the authorized capital of bank, according to appendix.

2. Persons who acquired and own shares in the authorized capital of bank at the rate from 20% to 25% according to provisions of the Law on financial institutions, in edition till 5:04. 2013, shall not submit the application for receipt of permission of National Bank. Any increase in shares of the corresponding holders is performed only with preliminary permission of the National Bank issued according to provisions of the regulations specified in Item 1 of this resolution.

3. Acquisition or ownership of essential share in the authorized capital of bank without preliminary permission of National Bank through the coordinated actions performed before entry into force of this resolution involves application of provisions of article 15-1 of the Law on financial institutions, and "day of acquisition" is considered day of entry into force of this resolution.

4. The bank shall inform National Bank within 30 days from the date of the introduction of this resolution on acquisitions or ownerships of essential equity interests of bank, the stipulated in Item 3 presents of the resolution according to the possessing information.

Chairman of Administrative board of National Bank of Moldova

Doreen Dregutsana

Appendix

to the Resolution of Administrative board of National Bank of the Republic of Moldova of June 27, 2013 No. 127

Regulations about ownership in the authorized capital of bank

Chapter I General provisions

1. These regulations establish requirements in relation to ownership, acquisition, increase, alienation or decrease in ownership in the capital of bank, to receipt of bank shares as contribution to the authorized capital of person, establishment of bank shares as subject of pledge, assessment procedure of potential acquirers and the acquiring persons who plan ownership in the authorized capital of bank in the conditions of part (1) article 45 of the Law on activities of banks No. 202 of October 6, 2017, and permanent monitoring of quality of shareholders of bank, and also to information and documents which shall be provided to National Bank of Moldova for this purpose.

2. The used determinations in these Regulations have values the stipulated in Article 3 Laws on activities of banks No. 202 of October 6, 2017.

3. For the purpose of the used concepts have the following values:

1) the Determining influence on person - availability of some actual situations or some organizational and financial agreements for:

a) distributions of annual profit or repayment of losses of person;

b) coordinating of management of activities of person by other persons, pursuing common goal;

c) assignment of competences is more, than those which follow from ownership;

d) assignment of competences of the choice of members of supervision body or the performing body to other persons, but not those which shall own similar competence based on ownerships;

e) joint management of persons which are in structure of governing bodies;

f) cases, ever most of members of supervision body or executive body of person, or the shareholder owning at least 50% of voting shares or from the capital of person are in the habit or are forced to be effective for the purpose of management of person according to instructions of other person;

g) the capability to own the decisive majority for vote of questions, stipulated by the legislation, being in competence of general shareholder meeting.

2) Ceased to be valid.

3) Persons acting in coordination - persons determined by article 3 of the Law on activities of banks No. 202 of October 6, 2017.

4) the Potential acquirer - any physical person or legal entity, or group of persons, acting in coordination which intend:

a) acquire in any manner, directly or indirectly, including as the vygodopriobretayushchy owner, essential ownership in bank or increase the essential ownership, directly or indirectly, including as the vygodopriobretayushchy owner so that the proportion of its voting powers or ownership in the authorized capital corresponded or exceeded 5%, 10%, 20%, 33% or 50% or so that the bank became its branch, or;

b) receive, individually or in coordination, in any manner essential ownership in certain bank to which part provisions (2) Article 45 or part (2) article 52 of the Law on activities of banks No. 202 of October 6 2017, extend or;

c) receive bank shares which are essential ownership, as contribution to the authorized capital of commercial society;

d) ceased to be valid;

5) the Potential pledger – the owner whose essential ownership of bank shares is supposed to be pledge subject;

6) the Acquiring person (acquirer) - any physical person or legal entity, or group of persons, acting in coordination which intend:

a) receive, individually or in coordination, in any manner in ownership smaller ownership, than essential ownership in certain bank to which part provisions (2) Article 45 or part (2) article 52 of the Law on activities of banks No. 202 of October 6 2017, extend or;

b) accept bank shares which are ownership of smaller ownership, than essential ownership, as contribution to the authorized capital of commercial society;

c) ceased to be valid;

7) the Group of persons - the group consisting of parent entity, its affiliated enterprises and legal entities in whom the parent entity or its affiliated enterprises own, directly or indirectly, ownership at least 20% of the authorized capital of bank of the subject, and also group of the subjects connected among themselves by the relations as follows:

a) the management of two or more persons is performed jointly based on the signed agreement or provisions of charters or constituent documents of persons;

b) governing bodies of two or more subjects consist of the same persons.

In sense any subgroup of group of persons is considered group;

8) The structure of group of persons - treats members of group of persons, and also rules of intergroup management and management (decision making mechanisms, independence level, capital management).

9) the Representative - physical person which according to the powers conferred by the law or provided by the potential acquirer / the acquiring-faced/potential pledger submits the application, documents and information according to these Regulations on paper to National Bank of Moldova on behalf of the potential acquirer / the acquiring person / the potential pledger;

10) the Authorized person - physical person, the certificate holder of open key which with the powers conferred by the law or provided by the potential acquirer / the acquiring person submits the application, documents and information according to these Regulations in electronic form to National Bank of Moldova on behalf of the potential buyer / the acquiring person;

11) the NBM WEB PORTAL - information system of National Bank of Moldova about licensing, permission and the notification by means of which the potential buyer / the acquiring person or through the authorized person can require electronically preliminary permission of National Bank of Moldova according to part provisions (1) Article 45 and article 46 of the Law on activities of banks No. 202/2017;

12) Operating instructions of the NBM WEB PORTAL for the purpose of request of preliminary permission of National Bank of Moldova according to part provisions (1) Article 45 and article 46 of the Law on activities of banks No. 202/2017 (Operating instructions) - the technical document developed by National Bank of Moldova placed on the NBM WEB PORTAL containing necessary information for users for the purpose of request electronically of preliminary permission of National Bank of Moldova according to part provisions (1) Article 45 and article 46 of the Law on activities of banks No. 202/2017.

Chapter II of the Requirement and restriction on ownerships in the authorized capital of bank

4. Any person before share acquisition of bank shall get at National Bank of Moldova preliminary permission, in conditions, in the following cases:

1) person, as the potential acquirer / the acquiring person, intends to acquire in any manner, depending on case, directly or indirectly, including as the vygodopriobretayushchy owner, ownership according to part provisions (1) Art. 45 of the Law on activities of banks No. 202 of October 6, 2017;

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