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

of March 10, 2015 No. 12/4

About some temporary measures in the capital market

For the purpose of maintenance of stability and providing continuity and uporyadochnost in the capital market, protection of the rights and interests of investors, based on Art. 1 of the h. (1), Art. 3, Art. 8 of the item b) and t), Art. 9 of the item d), Art. 21 of the h. (1), Art. 22 of the 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), Art. 1 of the h. (2) - (4), the Art. 5, Art. 147 of the h. (8) the Law No. 171 of 11.07.2012 "About the capital market" (The official monitor of the Republic of Moldova, 2012, No. 193-197, the Art. 665), the Art. II of the Law No. 163-XVI of 13.07.2007 "About modification and amendments in the Law No. 1134-XIII of 2.04.1997 on joint-stock companies" (The official monitor of the Republic of Moldova, 2007, No. 141-145, the Art. 593) the National commission on the DECIDES: financial market

1.  No. 38/4 is excluded according to the Resolution of the National commission on the financial market of the Republic of Moldova of 03.07.2015

2. The security transactions performed out of the controlled market are registered:

1) within multilateral trade systems (MTC),

2) at the registration society, the central depositary and investment society performing custodial activities.

3. The securities admitted to trading within MTS shall be traded within MTS according to rules of MTS and out of MTS according to item 7-22 of this resolution.

4. The securities which are not admitted to trading in the controlled market and/or MTS shall be traded according to item 7-22 of this resolution.

5. If the securities which are public property and securities which it is seized cannot be traded in the controlled market, they are registered in this market without observance of the procedure of the admission established by rules of the controlled market only for the purpose of their alienation.

6. Out of the controlled market or MTS the following types of security transactions can be registered:

1) purchase and sale;

2) introduction of securities as contribution to the authorized capital of commercial society;

3) the conclusion of gift agreements between physical persons;

4) inheritance;

5) purchase and sale according to provisions of the Art. II of the h. (3) the Law No. 163-XVI of 13.07.2007 "About modification and amendments in the Law No. 1134-XIII of 2.04.1997 on joint-stock companies" and Art. 27 of the h. (8) the Law No. 1134-XIII of 2.04.1997 "About joint-stock companies" (it is repeatedly published in the Official monitor of the Republic of Moldova, 2008, No. 1-4, by the Art. 1);

6) redemption and/or acquisition of securities by the issuer;

7) acquisition or the redemption by the majority shareholder of the securities belonging to minority shareholders;

8) succession of securities in case of reorganization or liquidation of legal person shareholder;

9) alienation or transfer of treasury shares by the issuer;

10) execution of the final decision of degree of jurisdiction if securities are physical item of dispute;

11) transfer of securities as assets as a result of reorganization of the issuer;

12) purchase and sale, exchange, consolidation of blocks of shares, transfer of securities on free basis, repayment by securities of indisputable debts of the state to participants of privatization, all in the conditions of the Law No. 121-XVI of 4.05.2007 "About management of public property and its privatization" (The official monitor of the Republic of Moldova, 2007, No. 90-93, the Art. 401);

13) transfer of unclaimed securities in the conditions of the Law No. 392-XIV of 13.05.1999 "About restructuring of agricultural enterprises in the course of privatization" (The official monitor of the Republic of Moldova, 1999, No. 73-77, the Art. 341);

14) transfer owing to the Section of property in the form of securities.

7. The transactions specified in the item 6, are performed with the assistance of investment societies or directly between the parties of transactions and are registered in system of accounting of registration society or central depositary. The transactions specified in the item of 6 subitems 1), 4) and 10) can be registered also at the investment society performing activities for storage of securities which it owns on behalf of clients.

8. The transactions specified in the item of 6 subitems 1) can be registered at registration society and the central depositary if the total amount of these transactions made by certain person within 12 consecutive months does not exceed 10% of total quantity of the securities of certain class issued by the issuer.

Acquisition of the securities issued by commercial bank in the transactions specified in the item of 6 subitems 1) is possible if the total amount of these transactions made by one person directly or indirectly, independently or together with persons acting in coordination within 12 consecutive months, does not exceed 1% of total quantity of the securities of certain class issued by the issuer.

9. As the basis for registration of the transaction of purchase and sale by investment society out of the controlled market or MTS serves the purchase and sale agreement signed between concerned parties and the declaration on lack of claims of rather inappropriate accomplishment of payment obligations signed by the parties.

10. As the basis for registration by registration society and the central depositary of the transaction of purchase and sale out of the controlled market or MTS serves the transfer order to which the purchase and sale agreement and the declaration on lack of claims of rather inappropriate execution of payment obligations signed by the parties are attached.

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