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It is registered

Ministry of Justice

Republic of Moldova

On July 16, 2015 No. 1054

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

of June 16, 2015 No. 33/1

About approval of the Regulations on public offers on acquisition

(as amended on 15-09-2020)

Based on Art. 20 of the h. (9), Art. 22 of the h. (2) 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), Art. 78 of the h. (1) 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) and Art. 162 of the h. (7) item e) Civil code of the Republic of Moldova No. 1107-XV of 6.06.2002 (Official monitor of the Republic of Moldova, 2002, No. 82-86, Art. 661) National commission on the DECIDES: financial market

1. Approve Regulations on public offers on acquisition, according to appendix.

2. Recognize invalid the Instruction about public offer of securities in the secondary market approved by the Resolution of the National commission on the financial market No. 64/4 from 31.12.2008, with subsequent changes and amendments, the registered Ministry of Justice at No. 661 of March 6, 2009 (The official monitor of the Republic of Moldova, 2009, No. 53-54, the Art. 215).

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

Deputy Chairman of the National commission on the financial market

Yuriye Phillip

Appendix

to the Resolution of the National commission on the financial market of the Republic of Moldova of June 16, 2015 No. 33/1

Regulations on public offers on acquisition

This Provision is partial transposition of the Directive 2004/25/EU of the European Parliament and Council of April 21, 2004 about public offers on acquisition published in the Official magazine of the European Union by L 142/12 of April 30, 2004.

Chapter I. General provisions

1. The regulations on public offers on acquisition (further - the Provision) determine procedure and procedures of implementation of the takeover offer, acquisition and withdrawal of the securities belonging to minority shareholders.

2. The requirements of this provision concerning the takeover offer are applied to the securities issued by subjects of public value and not applied in the relation:

1) investment shares and the shares issued by the organizations of collective investment into securities;

2) the offer which subject is acquisition by the issuer of the shares or other securities, according to the offer in which the issuer acts as the offerer.

3.   No. 42/1 is excluded according to the Resolution of the National commission on the financial market of the Republic of Moldova of 25.09.2017

4. The takeover offer is performed in the cases provided by the Law No. 171 of July 11, 2012 on the capital market (further – the Law on the capital market) and the Law No. 1134-XIII of April 2, 1997 on joint-stock companies, and can be voluntary or obligatory.

5. The instructions containing in this Provision, concerning the takeover offer are applied in the relation of both voluntary takeover offers, and obligatory takeover offers. Special instructions concerning certain type of the offer shall contain direct specifying on the corresponding type of the takeover offer.

6. When implementing the takeover offer it is necessary to observe the following principles:

1) to all owners of securities of the issuer there shall be identical relation; if one person receives control over society, other owners of securities shall be protected;

2) owners of securities of the issuer shall have sufficient time and sufficient information to make the conscious decision in connection with the takeover offer;

3) governing bodies of the issuer shall be effective in its interests and cannot refuse to owners of securities opportunity to make the decision, having considered all benefits of the offer;

4) before implementation of the takeover offer the offerer shall have necessary means for financing of the offer;

5) the issuer shall not break procedure for the activities because of existence of the offer on its securities.

7. The voluntary takeover offer is performed in case when the offerer, without being obliged, directs the takeover offer concerning acquisition of certain number of voting shares of the issuer with intention or with the purpose to receive more than 50% of total quantity of these securities.

8. The obligatory takeover offer is performed by person who, owing to the purchase made personally by it or persons acting in coordination with it owns directly or indirectly, independently or together with persons acting in coordination with it, more than 50% of total quantity of the voting securities of certain issuer or securities which can be converted or grant the right to buy the voting securities.

9. Indirect possession implies ownership of shares in the authorized capital of joint-stock company by means of person which is under control of the owner, including vygodopriobretayushchy owner.

10. The obligatory takeover offer is initiated every time when founders of shareholders – legal entities who together with persons with whom are effective in coordination have the majority of voting powers in this legal entity change.

11. The takeover offer can be initiated by any physical person or legal entity, independently or together with other physical/legal entities.

12. If the takeover offer is initiated by several persons, they are considered as the integrated offerer.

13. In case of takeover offers with the integrated offerer at the same time following conditions shall be complied:

1) each offerer shall bear joint liability to persons selling securities within the offer to the intermediary and before the National commission on the financial market (further – NKFR);

2) the share of the securities which are subject of the takeover offer which will be acquired by each of offerers shall be specified in the prospectus of the takeover offer;

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