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

of March 31, 2016 No. 14/5

About approval of the Regulations on security circulation in the capital market

(as amended on 27-07-2021)

Based on Art. 1 of the h. (2) - (4), the Art. 5, the Art. 34, Art. 59 of the h. (3), Art. 81 of the h. (2), Art. 87 of the h. (4), Art. 147 of the h. (8) the Law No. 171 of July 11, 2012 "About the capital market" (The official monitor of the Republic of Moldova, 2012, No. 193-197, the Art. 665), Art. 11 of the h. (6) the Law No. 1134-XIII of April 2, 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), the Art. II of the Law No. 163-XVI of July 13, 2007 "About modification and amendments in the Law No. 1134-XIII of April 2, 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. Approve Regulations on security circulation in the capital market, according to appendix.

2. Recognize invalid:

- The resolution of the National commission on the financial market No. 22/2 of April 15, 2014 "About approval of provisional regulations for security circulation in the secondary market" (The official monitor of the Republic of Moldova, 2014, No. 142-146, the Art. 738);

- The resolution of the National commission on the financial market No. 12/4 of March 10, 2015 "About some temporary measures in the capital market", with subsequent changes (The official monitor of the Republic of Moldova, 2015, No. 59-66, the Art. 479).

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

Deputy Chairman of the National commission on the financial market

Jurij Phillip

Appendix

to the Resolution of the National commission on the financial market of the Republic of Moldova of March 31, 2016 No. 14/5

Regulations on security circulation in the capital market

Chapter I. General provisions

1. This provision establishes requirements to procedure for security circulation in the capital market, issued in the form of shares and bonds.

2. This provision is applied to subjects which provide the authorized services in the capital market on accounting of securities and their owners, issuers of securities, and also to physical persons and legal entities which own or intend to acquire the securities issued by issuers of the Republic of Moldova.

3. The concepts used in this provision have the determinations provided by the Law on the capital market No. 171/2012 (further – the Law No. 171/2012) and the regulations necessary for application of the Law No. 171 of July 11, 2012.

4. Security transactions, the issued joint-stock companies, are made in the controlled market within the multilateral trade systems (MTS) or out of the controlled market and MTS.

5. The security transactions made out of the controlled market and MTS are registered the registration society, the central depositary or investment society performing custodial activities.

6. Registration of security transactions in the central depositary is performed according to rules of the central depositary and with observance of requirements of this provision.

7. The securities admitted to trading in the controlled market are traded on the controlled market according to Rules of the controlled market, and out of it – according to Chapter II of this provision.

8. The securities admitted to trading within MTS address within MTS according to Rules of MTS, and out of it – according to Chapter II of this provision.

9. Securities which are not admitted to trading in the controlled market and MTS address out of the controlled market and MTS according to Chapter II of this provision.

10. If securities of public property do not conform to requirements to admission to trading in the controlled market or MTC, they will be registered in the controlled market without observance of the procedure of the admission established in Rules of the controlled market only for the purpose of their alienation. Others freely tradable securities which do not conform to requirements to the admission in the controlled market or MTC can be temporarily registered within MTS upon the demand of the member of MTS, without observance of the procedure of the admission established in Rules of MTS only for the purpose of their alienation, for the term which is not exceeding 60 days.

Chapter II. Security circulation out of the controlled market and MTS

Section 1. Types of transactions

11. Out of the controlled market or MTS the following types of security transactions are registered:

1) purchase and sale;

2) introduction of securities as contribution to the authorized capital of the commercial society created in the form of limited liability company or joint-stock company;

3) the conclusion of gift agreements between physical persons;

4) inheritance;

5) purchase and sale in the conditions of the p. 9 of Art. 12 of the Law No. 1134/1997 on joint-stock companies (further - the Law No. 1134/1997);

6) acquisition of own shares by society in the conditions of Art. 77 of the Law No. 1134/1997;

6-1) acquisition of own shares in case of reorganization of the issuer;

7) share repurchase, received for bonds of national property, in the conditions of Art. 24 of the Law No. 1134/1997;

8) obligatory acquisition or obligatory response by the majority shareholder of the securities belonging to minority shareholders in the conditions of Art. 30 and Art. 31 of the Law No. 171/2012;

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

10) alienation or transfer of treasury shares by the issuer in the conditions of Art. 14 of the Law No. 1134/1997;

11) execution of executive court resolutions if securities are physical item of dispute;

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