ORDER OF THE GOVERNMENT OF THE REPUBLIC OF MOLDOVA

of July 27, 2015 No. 463

About approval of the Regulations on consolidation procedure of blocks of shares of the state

Based on part (3) article 44-1 of the Law on management of public property and its privatization No. 121-XVI of May 4, 2007 (The official monitor of the Republic of Moldova, 2007, Art. No. 90-93, 401), with subsequent changes and amendments, and also for the purpose of regulation of the mechanism of consolidation of blocks of shares of the state in joint-stock companies with mainly state capital and/or the national Government DECIDES: value

Approve Regulations on consolidation procedure of blocks of shares of the state it (is applied).

Approved by the Order of the Government of the Republic of Moldova of July 27, 2015 No. 463

Regulations on consolidation procedure of blocks of shares of the state

1. The regulations on consolidation procedure of blocks of shares of the state (further - the Provision) are developed according to provisions of the Join-stock companies law No. 1134-XIII of April 2, 1997, the Law on the capital market No. 171 of July 11, 2012 and others legislative and regulations and establish consolidation procedure of blocks of shares of the state in joint-stock companies with mainly state capital and/or national value by share acquisition at shareholders of the relevant companies. Share acquisition is performed in the way:

a) the redemption the state of the blocks of shares which are private property of physical persons or legal entities - shareholders of joint-stock companies;

b) exchange of property, including shares, privatizeable, on the shares which are private property of physical persons or legal entities - shareholders of joint-stock companies.

2. Consolidation of the block of shares of the state of joint-stock company with mainly state capital and/or national value is performed based on the order of the Government developed and provided by industry central body of public management in which management there is joint-stock company.

3. The resolution establishes the number of shares which will be acquired by the state, selling price of one share, acquisition method, consolidation process duration, the cash amount necessary for share acquisition – in case of share purchase, or the list of the state objects, privatizeable, offered for exchange, approved with the Agency of public property – in case of exchange of property.

The purchase price of one share is determined according to part (2) article 23 of the Law on the capital market No. 171 of July 11, 2012.

The expenses connected with acquisition of shares of private property by the state will be paid from the means provided on these purposes in the budget of the Ministry of Economics according to the offer of the central public bodies initiating process of consolidation of blocks of shares of the state.

4. In the consolidation of blocks of shares in joint-stock companies with mainly state capital and/or national value approved by the Government (further – consolidation process), physical persons and legal entities - shareholders of the relevant societies can participate. The parts falling under action cannot be participants of the transaction on share acquisition of the state by exchange of property of person (1) article 26 of the Law on management of public property and its privatization No. 121-XVI of May 4, 2007.

5. For carrying out process of consolidation the Agency of public property in each case separately appoints the order the Commission on consolidation of blocks of shares of the state (further – the Commission) in number of at least 5 people which part the representatives holding executive positions in the Agency of public property, the Ministry of Economics, the Ministry of Finance in the National commission on the financial market and the industry bodies of the central public management administering blocks of shares of the state in the joint-stock companies participating in consolidation process are.

The chairman and the secretary of the Commission are appointed from among representatives of the Agency of public property and/or the Ministry of Economics.

6. Commission sessions are competent if at them there are at least two thirds of her members. Decisions of the Commission are made by open voting at least, than two thirds of voices of the members of the commission who are present at meeting.

Representatives of workers/labor unions of the joint-stock companies participating in consolidation process can participate in commission sessions with the right of advisory vote.

7. The main functions of the Commission are:

a) cost determination of assets, including shares which are offered for exchange;

b) determination of terms of submission of requests by shareholders (bidders);

c) approval of the information message, according to the sample provided in appendix No. 1 to this Provision;

d) approval of decisions on efficiency of process of consolidation;

e) approval of the draft agreement about acquisition.

8. Members of the commission shall:

a) participate in commission sessions;

b) observe the principles of legality, transparency, equality, impartiality and not to allow discrimination in the course of consideration of requests;

c) sign protocols of commission sessions or submit the special opinion in writing.

9. The agency of public property provides the publication of the information message in the Official monitor of the Republic of Moldova, its placement on the website of the Agency and notifies in writing joint-stock company for which consolidation process was initiated, on intention to perform share acquisition. Order taking term for consolidation of the block of shares of the state constitutes at least 30 and no more than 60 calendar days from the moment of publication of the information message.

10. The information message about consolidation of blocks of shares of the state includes:

a) the description of the shares which are subject to acquisition, their class or classes;

b) the name and legal address of joint-stock company for which consolidation of the block of shares of the state is initiated;

c) the number of the shares of the same class belonging to the Agency of public property and their share in the authorized capital of this society;

d) the number of shares which will be acquired, and their share;

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