RESOLUTION OF NATIONAL BANK OF THE REPUBLIC OF MOLDOVA

of July 4, 2013 No. 130

About approval of Regulations about calculation of voting powers and registration of assignment of rights of property for shares of the banks

Based on the Art. 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 Art. 15-15-6 of the Law on financial institutions No. 550-XIII of July 21, 1995 (republished 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,

Approve Regulations about calculation of voting powers and registration of assignment of rights of property for shares of the banks according to appendix.

Appendix

to the Resolution of Administrative board of National Bank of Moldova of July 4, 2013 No. 130

Regulations about calculation of voting powers and registration of assignment of rights of property for shares of the banks

Chapter I General provisions

1. These regulations establish requirements to calculation of voting power, and also order of registration of transfer of property on shares of the banks.

2. The concepts and determinations used in these regulations have the values provided in the Law on activities of banks No. 202/2017.

3. For the purpose of these regulations the used determinations have the following values:

1) direct specifying - any specifying transferred by the parent society or other person controlled by parent society which determines procedure of voting power of person in certain situations;

2) indirect specifying - any specifying, general or individual, irrespective of form, reflected by the parent society or other person controlled by parent society and which limits freedom of other person in implementation of voting power in support of specific business interests of the parent society or other person controlled by parent society.

Chapter II Calculation of voting powers

4. For the purpose of application of requirements of articles 45-52-1 of the Law on activities of banks No. 202/2017, in case of determination of the amount of essential ownership in the authorized capital of bank, calculation of voting powers is performed according to requirements of this Chapter.

5. Voting powers are counted based on all voting shares even if implementation of some or all voting powers are suspended or limited. For calculation of voting powers the bank publishes on the web page and in the publication determined by the charter of society, information on total quantity of issued shares and the related voting powers within 3 working days after reduction or increase in the authorized capital / quantity of voting powers took place. The basis for calculation of the amount of one essential ownership representing certain percent from the authorized capital of bank uses the authorized capital of bank, including the treasury shares and shares issued in the conditions of article 52-1 of the Law No. 202/2017 of year about activities of banks.

6. Voting powers of one person (physical or legal) are counted taking into account the following:

1) the voting powers belonging to the third party on its own behalf, but at the expense of the relevant physical person or legal entity;

2) the voting powers belonging or which can be executed by the company, according to the item 3)-6) controlled by the relevant physical person or legal entity;

3) the voting powers belonging to the third party with whom the relevant physical person or legal entity signed the implying or accurate agreement according to which both shall accept general policy for bank by the approved accomplishment of the belonging voting powers;

4) the voting powers belonging to the third party with whom the relevant physical person or legal entity signed the agreement on temporary transfer of the appropriate rights of voice on paid basis;

5) voting powers according to the shares belonging to the relevant physical person or legal entity which are founded for providing the obligation provided that it controls voting powers and declares the intention to implement them;

6) voting powers according to shares right to use by the relevant physical person or legal entity;

7) voting powers according to the shares belonging to the relevant physical person or legal entity which in the absence of any special instructions from shareholders can be performed without restrictions;

8) the voting powers performed by the relevant physical person or legal entity as the attorney which in the absence of any special instructions from shareholders can be performed without restrictions;

9) the voting powers belonging to the third party, except for specified in Items 2) and 3), acting in coordination with the relevant physical person or legal entity.

7. Requirements of Item 6 are not applied:

1) for the persons performing activities for storage and holding shares in this quality on condition that they will execute voting powers according to shares only according to the instructions transmitted in writing or by means of electronic means;

2) in case of acquisition or alienation by the market maker of the ownerships leading to achievement, excess or decrease in essential ownership when he acts as the market maker provided that he is authorized according to the current legislation and does not interfere with management of activities of the issuer of the corresponding shares, does not exert impact on it for purchase of such shares or support of their price.

8. For application of exception from consolidation of the participations provided in Item 7, parent society of society of trust management of investments or investment society shall comply with the following conditions:

1) shall not interfere direct or indirect instructions or any other means with implementation of the voting powers belonging to the relevant society of trust management of investments or investment society;

2) the relevant society of trust management of investments or investment society shall be free to carry out irrespective of parent society of voting power on assets which manages.

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